<DOCUMENT>
<TYPE>EX-4
<SEQUENCE>5
<FILENAME>x4c.txt
<DESCRIPTION>(C) FORWARD PURCHASE CONTRACT
<TEXT>

<PAGE>

                                                                    EXHIBIT 4(c)














                      AMERICAN ELECTRIC POWER COMPANY, INC.


                                       AND


                              THE BANK OF NEW YORK


                       AS FORWARD PURCHASE CONTRACT AGENT


                       FORWARD PURCHASE CONTRACT AGREEMENT


                            Dated as of June 11, 2002







<PAGE>


                                Table of Contents

                                                                         .  Page

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

ARTICLE II. CERTIFICATE FORMS................................................18
  Section 2.1   Forms of Certificates Generally..............................18
  Section 2.2   Form of Agent's Certificate of Authentication................19

ARTICLE III. THE EQUITY UNITS................................................20
  Section 3.1   Title and Terms; Denominations...............................20
  Section 3.2   Rights and Obligations Evidenced by the Certificates.........20
  Section 3.3   Execution, Authentication, Delivery and Dating...............21
  Section 3.4   Temporary Certificates.......................................22
  Section 3.5   Registration; Registration of Transfer and Exchange..........22
  Section 3.6   Book-Entry Interests.........................................24
  Section 3.7   Notices To Holders...........................................24
  Section 3.8   Appointment of Successor Clearing Agency.....................24
  Section 3.9   Definitive Certificates......................................24
  Section 3.10  Mutilated, Destroyed, Lost and Stolen Certificates...........25
  Section 3.11  Persons Deemed Owners........................................26
  Section 3.12  Cancellation.................................................27
  Section 3.13  Establishment of Stripped Units..............................27
  Section 3.14  Reestablishment of Equity Units..............................28
  Section 3.15  Transfer of Collateral Upon Occurrence of Termination Event..30
  Section 3.16  No Consent to Assumption.....................................30

ARTICLE IV. THE NOTES........................................................30
  Section 4.1   Payment of Interest; Rights to Interest Payments
                        Preserved; Notice....................................30
  Section 4.2   Notice and Voting............................................31
  Section 4.3   Tax Event Redemption.........................................32

ARTICLE V. THE FORWARD PURCHASE CONTRACTS; THE REMARKETING...................32
  Section 5.1   Purchase of Shares of Common Stock...........................32
  Section 5.2   Contract Adjustment Payments...................................
  Section 5.3   Deferral of Contract Adjustment Payments.....................35
  Section 5.4   Payment of Purchase Price; Remarketing.......................37
  Section 5.5   Issuance of Shares of Common Stock...........................42
  Section 5.6   Adjustment of Settlement Rate................................42
  Section 5.7   Notice of Adjustments and Certain Other Events...............49
  Section 5.8   Termination Event; Notice....................................50
  Section 5.9   Early Settlement.............................................50
  Section 5.10  Early Settlement Upon Merger.................................52
  Section 5.11  Charges and Taxes............................................53
  Section 5.12  No Fractional Shares.........................................54
  Section 5.13  Tax Treatment................................................54

ARTICLE VI. REMEDIES.........................................................54
  Section 6.1   Unconditional Right of Holders to Purchase Common Stock......54
  Section 6.2   Restoration of Rights and Remedies...........................55
  Section 6.3   Rights and Remedies Cumulative...............................55
  Section 6.4   Delay or Omission Not Waiver.................................55
  Section 6.5   Undertaking For Costs........................................55
  Section 6.6   Waiver of Stay or Extension Laws.............................56

ARTICLE VII. THE AGENT.......................................................56
  Section 7.1   Certain Duties, Rights and Immunities........................56
  Section 7.2   Notice of Default............................................58
  Section 7.3   Certain Rights of Agent......................................58
  Section 7.4   Not Responsible For Recitals, Etc............................59
  Section 7.5   May Hold Equity Units and Stripped Units and Other Dealings..60
  Section 7.6   Money Held In Custody........................................60
  Section 7.7   Compensation and Reimbursement...............................60
  Section 7.8   Corporate Agent Required; Eligibility........................61
  Section 7.9   Resignation and Removal; Appointment of Successor............61
  Section 7.10  Acceptance of Appointment By Successor.......................62
  Section 7.11  Merger, Conversion, Consolidation or Succession to Business..63
  Section 7.12  Preservation of Information; Communications to Holders.......63
  Section 7.13  Failure to Act...............................................63
  Section 7.14  No Obligations of Agent......................................64
  Section 7.15  Tax Compliance...............................................64

ARTICLE VIII. SUPPLEMENTAL AGREEMENTS........................................65
  Section 8.1   Supplemental Agreements Without Consent of Holders...........65
  Section 8.2   Supplemental Agreements With Consent of Holders..............65
  Section 8.3   Execution of Supplemental Agreements.........................67
  Section 8.4   Effect of Supplemental Agreements............................67
  Section 8.5   Reference to Supplemental Agreements.........................67

ARTICLE IX. CONSOLIDATION, MERGER, SALE OR CONVEYANCE........................67
  Section 9.1   Company May Consolidate, Etc., Only on Certain Terms.........67
  Section 9.2   Successor Substituted........................................68

ARTICLE X. COVENANTS.........................................................68
  Section 10.1  Performance Under Forward Purchase Contracts.................68
  Section 10.2  Maintenance of Office or Agency..............................68
  Section 10.3  Company to Reserve Common Stock..............................69
  Section 10.4  Covenants as to Common Stock.................................69
  Section 10.5  Statements of Officer of the Company as to Default...........69
  Section 10.6  ERISA........................................................70


EXHIBITS

Exhibit A...Form of Equity Units Certificate
Exhibit B...Form of Stripped Units Certificate
Exhibit C...Instruction from Forward Purchase Contract Agent to Collateral Agent
Exhibit D...Instruction to Forward Purchase Contract Agent
Exhibit E...Notice to Settle by Cash




<PAGE>

     FORWARD PURCHASE  CONTRACT  AGREEMENT,  dated as of June 11, 2002,  between
American  Electric Power Company,  Inc., a New York corporation (the "Company"),
and The Bank of New York,  a New York  banking  corporation,  acting as  Forward
Purchase  Contract Agent for the Holders of Equity Units and Stripped Units from
time to time (the "Agent").

                                    RECITALS

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

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

     For and in  consideration  of the  premises  and the purchase of the Equity
Units by the  Holders  thereof,  the  Company  and the Agent  mutually  agree as
follows:

                                   ARTICLE .
                        DEFINITIONS AND OTHER PROVISIONS
                             OF GENERAL APPLICATION

Section 1.1 Definitions.
------------------------

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

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

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

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

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

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

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

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

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

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

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

          "Applicable  Ownership Interest" means, with respect to an Equity Unit
          and the U.S. Treasury  Securities in the Treasury  Portfolio,  (A) for
          the principal amount of a Note, a 1/20, or 5.0%,  undivided beneficial
          ownership  interest  in a $1,000  principal  or  interest  amount of a
          principal or interest strip in a U.S.  Treasury  security  included in
          such  Treasury  Portfolio  which  matures  on or  prior  to the  Stock
          Purchase Date and (B) for the scheduled  interest  Payment Date on the
          Notes  that  occurs  on the  Stock  Purchase  Date,  in the  case of a
          successful remarketing, or for each scheduled interest Payment Date on
          the Notes that occurs  after the Tax Event  Redemption  Date and on or
          before the Stock Purchase Date, in the case of a Tax Event Redemption,
          a  0.071875%  undivided  beneficial  ownership  interest  in a  $1,000
          principal  or interest  amount of a principal  or interest  strip in a
          U.S. Treasury security included in the Treasury Portfolio that matures
          on or prior to that interest Payment Date or Dates.

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

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

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

          "Board  of  Directors"  means  either  the Board of  Directors  of the
          Company or any other  committee of such Board duly  authorized  to act
          generally or in any particular respect for such Board hereunder.

          "Board  Resolution" means (i) a copy of a resolution  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  or  (ii) a copy  of a  unanimous
          written consent of the Board of Directors.

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

          "Business  Day"  means any day other  than a  Saturday,  Sunday or any
          other day on which  banking  institutions  and trust  companies in the
          State of New York or at a place of payment are  authorized or required
          by law, regulation or executive order to be closed.

          "Capital  Stock"  means  any  and all  shares,  interests,  rights  to
          purchase, warrants, options, participations or other equivalents of or
          interests  in  (however  designated,  whether  voting  or  non-voting)
          corporate stock or similar interests in other types of entities.

          "Cash Merger" has the meaning specified in Section 5.10(a).

          "Cash Settlement" has the meaning specified in Section 5.4(a).

          "Certificate"  means an Equity Units  Certificate  or a Stripped Units
          Certificate.

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

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

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

          "Code" means Internal Revenue Code of 1986, as amended,  and the rules
          and regulations promulgated thereunder.

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

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

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

          "Common Stock" means the common stock,  par value $6.50 per share,  of
          the Company.

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

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

          "Contract  Adjustment Payments" means, in the case of Equity Units and
          Stripped  Units,  the amount payable by the Company in respect of each
          Forward Purchase Contract  constituting a part of such Equity Units or
          Stripped Units,  equal to 3.50% per year of the Stated Amount, in each
          case  computed  (1) for any full  quarterly  period  on the basis of a
          360-day year of twelve 30-day  months,  and (2) for any period shorter
          than a full quarterly  period,  on the basis of a 30-day month and (3)
          for periods of less than a month, on the basis of the actual number of
          days elapsed per 30-day month, plus any Deferred  Contract  Adjustment
          Payments accrued pursuant to Section 5.3.

          "Corporate  Trust Office"  means the office of the Agent at which,  at
          any particular time, its corporate trust business shall be principally
          administered,  which  office at the date hereof is located at The Bank
          of New York, 101 Barclay Street, New York, New York 10286.

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

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

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

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

          "Depository"  means,  initially,  DTC, until another  Clearing  Agency
          becomes its  successor,  and thereafter  "Depository"  shall mean such
          successor.

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

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

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

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

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

          "Equity Units" means the collective rights and obligations of a Holder
          of an Equity Units Certificate in respect of a Note or the appropriate
          Treasury   Consideration  or  Applicable  Ownership  Interest  in  the
          Treasury  Portfolio,  as the case may be,  subject in each case to the
          Pledge thereof, and the related Forward Purchase Contract.

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

          "Equity  Units  Register"  and  "Equity  Units   Registrar"  have  the
          respective meanings specified in Section 3.5(a).

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

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

          "Expiration Date" has the meaning specified in Section 1.4(f).

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

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

          "Fair  Market  Value"  with  respect to  securities  distributed  in a
          Spin-Off  means  (a) in the  case of any  Spin-Off  that  is  effected
          simultaneously with an Initial Public Offering of such securities, the
          Initial Public Offering price of those securities, and (b) in the case
          of any  other  Spin-Off,  the  average  of the  Sale  Prices  of those
          securities  over the first 10 Trading Days after the effective date of
          such Spin-Off.

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

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

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

          "Holder"  means the  Person in whose  name the Units  evidenced  by an
          Equity Units Certificate or a Stripped Units Certificate is registered
          in the Equity Units  Register or the Stripped Units  Register,  as the
          case may be.

          "Indenture" means the Indenture,  dated as of May 1, 2001, between the
          Company and the Trustee as supplemented  by any officers'  certificate
          or supplemental indenture.

          "Initial  Public  Offering,"  with respect to any Spin-Off,  means the
          first  time  securities  of the same  class or type as the  securities
          being  distributed in the Spin-Off are bone fide offered to the public
          for cash.

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

          "Last  Failed  Remarketing"  has  the  meaning  specified  in  Section
          5.4(e)(i).

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

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

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

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

          "Notes"  means the series of senior  debt  securities  of the  Company
          designated  the 5.75% Senior  Notes Due August 16, 2007,  to be issued
          under the Indenture.

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

          "Office  of the Agent in The City of New York"  means an office  where
          Certificates may be presented or surrendered for acquisition of shares
          of Common  Stock,  transfer or exchange,  Notes may be  presented  for
          payment or surrendered for transfer or exchange, and where notices and
          demands to or upon the Company in respect of Units may be served, such
          office being located  initially at 101 Barclay  Street,  New York, New
          York 10286.

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

          "Opinion  of  Counsel"  means an opinion  in  writing  signed by legal
          counsel,  who may be an  employee  of or counsel to the  Company or an
          Affiliate of the Company.

          "Opt-out Treasury  Consideration" has the meaning specified in Section
          5.4(g).

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

          (i)  If a Termination  Event has occurred,  (A) Stripped Units and (B)
               Equity  Units  for  which  the  related  Note or the  appropriate
               Treasury  Consideration or Applicable  Ownership  Interest in the
               Treasury  Portfolio,  as the  case may be,  has been  theretofore
               deposited  with the Agent in trust for the Holders of such Equity
               Units;

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

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

          provided,  that in  determining  whether the Holders of the  requisite
          number of the Equity  Units or Stripped  Units have given any request,
          demand, authorization, direction, notice, consent or waiver hereunder,
          Equity Units or Stripped  Units owned by the Company or any  Affiliate
          of the Company shall be disregarded  and deemed not to be outstanding,
          except that,  in  determining  whether the Agent shall be protected in
          relying  upon  any such  request,  demand,  authorization,  direction,
          notice, consent or waiver, only Equity Units or Stripped Units which a
          Responsible  Officer of the Agent  actually knows to be so owned shall
          be so disregarded.  Equity Units or Stripped Units so owned which have
          been pledged in good faith may be regarded as Outstanding Units if the
          pledgee  establishes  to the  satisfaction  of the Agent the pledgee's
          right so to act with  respect to such Equity  Units or Stripped  Units
          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 August 16, 2002.

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

          "Plan"  means an employee  benefit  plan that is subject to Title I of
          ERISA, a plan, individual retirement account or other arrangement that
          is  subject  to  Section  4975 of the Code or any  similar  law or any
          entity whose underlying assets are considered to include "plan assets"
          of any such plan, account or arrangement.

          "Pledge" means the pledge under the Pledge Agreement of the Notes, the
          Treasury  Securities  or the  appropriate  Treasury  Consideration  or
          Applicable Ownership Interest in the Treasury Portfolio,  in each case
          constituting a part of the Equity Units or Stripped  Units,  property,
          cash,  securities,  financial assets and security  entitlements of the
          Collateral Account (as defined in Section 1.1 of the Pledge Agreement)
          and any proceeds of any of the foregoing.

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

          "Pledged Applicable  Ownership Interest in the Treasury Portfolio" has
          the meaning specified in Section 2.1(c) of the Pledge Agreement.

          "Pledged  Notes" has the meaning  specified  in Section  2.1(c) of the
          Pledge Agreement.

          "Pledged Treasury  Consideration" has the meaning specified in Section
          2.1(c) of the Pledge Agreement.

          "Pledged  Treasury  Securities"  has the meaning  specified in Section
          2.1(c) of the Pledge Agreement.

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

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

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

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

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

          "Quotation  Agent" means J.P. Morgan  Securities Inc. or its successor
          or any other  primary U.S.  government  securities  dealer in New York
          City selected by the Company.

          "Record Date" for the distribution  payable on any Payment Date means,
          as to any Global  Certificate,  the Business Day next  preceding  such
          Payment Date, and as to any other Certificate,  the 15th day preceding
          such Payment Date.

          "Redemption  Amount" means,  (A) in the case of a Tax Event Redemption
          occurring  prior to the  earlier of a  successful  remarketing  of the
          Notes or the Stock Purchase Date, for each Note the product of (i) the
          Stated Amount of such Note and (ii) a fraction whose  numerator is the
          applicable  Treasury Portfolio Purchase Price and whose denominator is
          the aggregate  principal amount of Notes  outstanding on the Tax Event
          Redemption  Date,  and  (B)  in the  case  of a Tax  Event  Redemption
          occurring  after the earlier of a successful  remarketing of the Notes
          or the Stock  Purchase  Date,  for each Note the Stated  Amount of the
          Note.

          "Redemption  Price" means the  redemption  price per Note equal to the
          Redemption Amount.

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

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

          "Remarketing  Agent" means  Salomon Smith Barney Inc. or its successor
          under the Remarketing Agreement.

          "Remarketing Agreement" means the Remarketing Agreement dated June 11,
          2002 by and among the Company, the Remarketing Agent and the Agent.

          "Remarketing  Date" means the third  Business  Day  preceding  May 16,
          2005.

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

          "Remarketing  Period" means the three Business Day period either:  (i)
          beginning on the Remarketing Date and ending after the two immediately
          following  Business Days;  (ii)  immediately  preceding June 16, 2005;
          (iii)  immediately  preceding  July  16,  2005;  or  (iv)  immediately
          preceding August 12, 2005.

          "Remarketing Value" means

          (1)  the value at the Remarketing  Date or any Subsequent  Remarketing
               Date, as the case may be, of either (a) U.S. Treasury  securities
               that will pay,  on or prior to the  Payment  Date  falling on the
               Stock  Purchase  Date,  an amount of cash equal to the  aggregate
               interest  payment that is scheduled to be payable on that Payment
               Date, on (x) the Notes which are included in Equity Units and are
               participating in the remarketing and (y) the Separate Notes which
               are to be  remarketed  pursuant  to Section  4.5(d) of the Pledge
               Agreement and Section 1.6 of the Supplemental Indenture, assuming
               for that purpose that the interest  rate on the Notes is equal to
               the Coupon Rate,  if the  remarketing  occurs prior to the fourth
               Business Day preceding the Stock  Purchase Date, or (b) an amount
               of cash equal to the aggregate interest payment that is scheduled
               to be payable on that  Payment  Date,  on (x) the Notes which are
               included in Equity Units and are participating in the remarketing
               and (y) the Separate Notes which are to be remarketed pursuant to
               Section 4.5(d) of the Pledge Agreement, assuming for that purpose
               that the interest  rate on the Notes is equal to the Coupon Rate,
               if the  remarketing  occurs on or after the fourth  Business  Day
               preceding the Stock Purchase Date; and

          (2)  the value at the Remarketing  Date or any Subsequent  Remarketing
               Date, as the case may be, of either (a) U.S. Treasury  securities
               that will pay, on or prior to the Stock  Purchase Date, an amount
               of cash  equal to the Stated  Amount of (x) such Notes  which are
               included in Equity Units and are participating in the remarketing
               and (y) the Separate Notes which are to be remarketed pursuant to
               Section  4.5(d) of the Pledge  Agreement  and  Section 1.6 of the
               Supplemental  Indenture,  if the remarketing  occurs prior to the
               fourth  Business Day preceding the Stock Purchase Date, or (b) an
               amount of cash equal to the Stated Amount of (x) such Notes which
               are  included  in  Equity  Units  and  are  participating  in the
               remarketing and (y) the Separate Notes which are to be remarketed
               pursuant  to  Section  4.5(d)  of the  Pledge  Agreement,  if the
               remarketing  occurs on or after the fourth Business Day preceding
               the Stock Purchase Date

          provided  that  for  purposes  of  clauses  (1)  and  (2)  above,  the
          Remarketing  Value shall be calculated on the assumptions that (x) the
          U.S. Treasury  securities are highly liquid and mature on or within 35
          days prior to the Stock  Purchase Date, as determined in good faith by
          the Remarketing  Agent in a manner intended to minimize the cash value
          of the U.S. Treasury securities,  and (y) the U.S. Treasury securities
          are valued based on the ask-side price of the U.S. Treasury securities
          at a time  between  9:00 a.m.  and  11:00  a.m.,  New York City  time,
          selected by the  Remarketing  Agent,  on the  Remarketing  Date or any
          Subsequent  Remarketing  Date,  as the case may be, as determined on a
          third-day  settlement basis by reasonable and customary means selected
          in good faith by the Remarketing  Agent, plus accrued interest to that
          date.

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

          "Reset Rate" has the meaning specified in Section 5.4(c).

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

          "Sale Price" of the Common Stock or any  securities  distributed  in a
          Spin-Off,  as the case may be, on any  Trading  Day means the  closing
          sale price per share (or if no closing  sale  price is  reported,  the
          average  of the bid and  asked  prices  or, if more than one in either
          case,  the average of the average bid and the average asked prices) on
          such  Trading  Day as  reported  in  composite  transactions  for  the
          principal U.S.  securities  exchange on which the Common Stock or such
          securities  are traded or, if the Common Stock or such  securities are
          not listed on a U.S.  national or  regional  securities  exchange,  as
          reported by NASDAQ.

          "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 The Bank of New York, in its capacity
          as securities  intermediary under the Pledge Agreement,  together with
          its successors in such capacity.

          "Separate  Notes" has the  meaning  specified  in  Section  1.1 of the
          Pledge Agreement.

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

          "Settlement Rate" has the meaning specified in Section 5.1(a).

          "Spin-Off" means a dividend or other distribution of shares of Capital
          Stock of any class or  series,  or  similar  equity  interests,  of or
          relating to a subsidiary or other business unit of the Company.

          "Stated  Amount" means,  with respect to any one Note,  Equity Unit or
          Stripped Unit, $50.

          "Stock Purchase Date" means August 16, 2005.

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

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

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

          "Subsequent  Remarketing  Date" means,  provided there has been one or
          more Failed Remarketings,  the date on which the Remarketing Agent has
          consummated  a remarketing  in accordance  with Section 5.4 hereof and
          Section 1.6 of the Indenture,  such date to be no later than the third
          Business Day immediately preceding the Stock Purchase Date.

          "Supplemental  Indenture"  means a supplemental  indenture dated as of
          June 11,  2002,  between the Company and the Trustee to the  indenture
          dated as of May 1, 2001, between the Company and the Trustee.

          "Tax  Event"  means  the  receipt  by the  Company  of an  opinion  of
          nationally  recognized  independent  tax counsel  experienced  in such
          matters,  which may be Simpson Thacher & Bartlett,  to the effect that
          there is more than an insubstantial  risk that interest payable by the
          Company on the Notes would not be deductible,  in whole or in part, by
          the Company for United States federal income tax purposes, as a result
          of (a) any amendment to, or change  (including any announced  proposed
          change)  in, the laws (or any  regulations  thereunder)  of the United
          States or any political  subdivision  or taxing  authority  thereof or
          therein  affecting  taxation,  (b) any  amendment  to or  change in an
          official  interpretation or application of such laws or regulations by
          any  legislative  body,  court,   governmental  agency  or  regulatory
          authority or (c) any interpretation or pronouncement that provides for
          a position with respect to such laws or regulations  that differs from
          the generally  accepted  position on June 11, 2002,  which  amendment,
          change or proposed  change is  effective  or which  interpretation  or
          pronouncement is announced on or after June 11, 2002.

          "Tax  Event  Redemption"  means,  if a  Tax  Event  shall  occur,  the
          redemption  of the Notes,  at the option of the Company,  in whole but
          not in part,  on not less than 30 days' nor more than 60 days' written
          notice.

          "Tax  Event  Redemption  Date"  means the date upon  which a Tax Event
          Redemption is to occur.

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

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

          (i)  the entry by a court having competent jurisdiction of:

               (a)  a decree or order for relief in respect of the Company in an
                    involuntary  proceeding  under  any  applicable  bankruptcy,
                    insolvency,  reorganization or other similar law or a decree
                    or order adjudging the Company to be insolvent, or approving
                    a petition seeking reorganization,  arrangement,  adjustment
                    or composition of the Company and such decree or order shall
                    remain unstayed and in effect for a period of 60 consecutive
                    days; or

               (b)  a final and  non-appealable  order  appointing  a custodian,
                    receiver,  liquidator,  assignee,  trustee or other  similar
                    official  of the Company or of any  substantial  part of the
                    property  of  the  Company   ordering   the  winding  up  or
                    liquidation of the affairs of the Company; or

          (ii) the  commencement by the Company of a voluntary  proceeding under
               any applicable  bankruptcy,  insolvency,  reorganization or other
               similar  law  or  of  a  voluntary   proceeding   seeking  to  be
               adjudicated  insolvent or the consent by the Company to the entry
               of a decree or order  for  relief  in an  involuntary  proceeding
               under any applicable  bankruptcy,  insolvency,  reorganization or
               other  similar  law or to  the  commencement  of  any  insolvency
               proceedings  against  it,  or the  filling  by the  Company  of a
               petition  or answer or  consent  seeking  organization  or relief
               under any  applicable  law,  or the consent by the Company to the
               filing  of  such  petition  or to the  appointment  of or  taking
               possession  by  a  custodian,  receiver,  liquidator,   assignee,
               trustee or similar official of the or any substantial part of the
               property  of the  Company  or the  making  by the  Company  of an
               assignment  for  the  benefit  of  creditors,  or the  taking  of
               corporate action by the Company or any in furtherance of any such
               action.

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

          "TIA" means the Trust Indenture Act of 1939, and any statute successor
          thereto,  in each case as amended from time to time, and the rules and
          regulations promulgated thereunder.

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

          "Transaction Documents" has the meaning specified in Section 7.1(a).

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

          "Treasury Portfolio" means: (i) if a Tax Event Redemption occurs prior
          to a successful remarketing of the Notes or the Stock Purchase Date, a
          portfolio  of  zero-coupon  U.S.  Treasury  Securities  consisting  of
          principal or interest strips of U.S.  Treasury  Securities that mature
          on or prior to the Stock Purchase Date in an aggregate amount equal to
          the  aggregate  principal  amount of the Notes  included in the Equity
          Units on the Tax Event  Redemption  Date  and,  with  respect  to each
          scheduled interest Payment Date on the Notes that occurs after the Tax
          Event  Redemption  Date and on or  before  the  Stock  Purchase  Date,
          interest or principal strips of U.S.  Treasury  Securities that mature
          on or prior to such Payment  Date in an aggregate  amount equal to the
          aggregate  interest  payment  that  would  be  due  on  the  aggregate
          principal  amount of the Notes  included  in the Equity  Units on such
          Payment Date if the  interest  rate of the Notes were not reset on the
          applicable   Remarketing   Date,  and  (ii)  solely  for  purposes  of
          determining the Treasury Portfolio Purchase Price in the case of a Tax
          Event  Redemption Date occurring prior to a successful  remarketing of
          the  Notes,  a  portfolio  of  zero-coupon  U.S.  Treasury  Securities
          consisting of principal or interest strips of U.S. Treasury Securities
          that  mature on or prior to the Stock  Purchase  Date in an  aggregate
          amount  equal  to  the  aggregate   principal   amount  of  the  Notes
          outstanding on the Tax Event  Redemption Date and with respect to each
          scheduled  interest Payment Date on the Notes  outstanding that occurs
          after  the Tax  Event  Redemption  Date  and on or  before  the  Stock
          Purchase  Date,   interest  or  principal  strips  of  U.S.   Treasury
          Securities that mature on or prior to such interest Payment Date in an
          aggregate amount equal to the aggregate interest payment that would be
          due on the aggregate  principal amount of the Notes outstanding on the
          Tax Event Redemption Date.

          "Treasury  Portfolio  Purchase Price" means the lowest aggregate price
          quoted by a primary U.S. government securities dealer in New York City
          to the Quotation Agent on the third Business Day immediately preceding
          the Tax  Event  Redemption  Date  for  the  purchase  of the  Treasury
          Portfolio for settlement on the Tax Event Redemption Date.

          "Treasury  Security" means a zero-coupon U.S. Treasury security (CUSIP
          Number 912803AG8)  maturing on August 15, 2005 that will pay $1,000 on
          such maturity date.

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

          "Underwriting  Agreement" means the Underwriting Agreement relating to
          the  Equity  Units  dated June 5, 2002  between  the  Company  and the
          underwriters named therein.

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


Section 1.2 Compliance Certificates and Opinions.
-------------------------------------------------

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

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

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

          (b) 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;

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

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


Section 1.3 Form of Documents Delivered to Agent.
-------------------------------------------------

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

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

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


Section 1.4 Acts of Holders; Record Dates.
------------------------------------------

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

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

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

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

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

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

Section 1.5 Notices.
--------------------

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

          (a) the Agent by any Holder or by the Company shall be sufficient  for
     every purpose  hereunder  (unless  otherwise herein expressly  provided) if
     made,  given,  furnished  or filed in  writing  and  personally  delivered,
     mailed,  first-class postage prepaid,  telecopied or delivered by overnight
     air courier  guaranteeing  next day  delivery,  to the Agent at 101 Barclay
     Street,  New  York,  New  York  10286,  telecopy  number:  (212)  328-8243,
     Attention: Corporate Trust Department, or at any other address furnished in
     writing by the Agent to the Holders and the Company; or

          (b) the Company by the Agent or by any Holder shall be sufficient  for
     every purpose  hereunder  (unless  otherwise herein expressly  provided) if
     made,  given,  furnished  or filed in  writing  and  personally  delivered,
     mailed,  first-class postage prepaid,  telecopied or delivered by overnight
     air  courier  guaranteeing  next day  delivery,  to the Company at American
     Electric  Power Company,  Inc., 1 Riverside  Plaza,  Columbus,  Ohio 43215,
     telecopy number:  (614) 223-1687,  Attention:  General  Counsel,  or at any
     other  address  furnished  in writing  to the Agent and the  Holders by the
     Company; or

          (c) the Collateral Agent by the Agent, the Company or any Holder shall
     be  sufficient  for  every  purpose   hereunder  (unless  otherwise  herein
     expressly  provided)  if made,  given,  furnished  or filed in writing  and
     personally delivered,  mailed,  first-class postage prepaid,  telecopied or
     delivered  by  overnight  air  courier   guaranteeing  next  day  delivery,
     addressed to the Collateral Agent at 101 Barclay Street, New York, New York
     10286,  telecopy  number:  (212)  328-8243,   Attention:   Corporate  Trust
     Department,  or at any other address furnished in writing by the Collateral
     Agent to the Agent, the Company and the Holders; or

          (d) the Trustee by the Company shall be  sufficient  for every purpose
     hereunder  (unless  otherwise  herein expressly  provided) if made,  given,
     furnished or filed in writing and personally delivered, mailed, first-class
     postage   prepaid,   telecopied  or  delivered  by  overnight  air  courier
     guaranteeing next day delivery, addressed to the Trustee at The Bank of New
     York, 101 Barclay Street, New York, New York 10286,  telecopy number: (212)
     328-8243,  Attention:  Corporate Trust Department,  or at any other address
     furnished in writing by the Trustee to the Company.


Section 1.6 Notice to Holders; Waiver.
--------------------------------------

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

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


Section 1.7 Effect of Headings and Table of Contents.
-----------------------------------------------------

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


Section 1.8 Successors and Assigns.
-----------------------------------

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


Section 1.9 Separability Clause.
--------------------------------

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


Section 1.10 Benefits of Agreement.
-----------------------------------

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


Section 1.11 Governing Law.
---------------------------

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


Section 1.12 Legal Holidays.
----------------------------

          (a) In any case where any  Payment  Date shall not be a Business  Day,
     then  (notwithstanding  any other provision of this Agreement or the Equity
     Units  Certificates)  payments on the Notes shall not be made on such date,
     but such payments  shall be made on the next  succeeding  Business Day with
     the same force and effect as if made on such Payment Date, provided that no
     interest  shall accrue or be payable by the Company 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 Business Day immediately preceding the Payment Date with the same force
     and effect as if made on such Payment Date.

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

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


Section 1.13 Counterparts.
--------------------------

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

Section 1.14 Inspection of Agreement.
-------------------------------------

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

                                  ARTICLE II.
                                CERTIFICATE FORMS

Section 2.1 Forms of Certificates Generally.
--------------------------------------------

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

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

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

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

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

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

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

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

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

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


                                  ARTICLE III.
                                THE EQUITY UNITS


Section 3.1 Title and Terms; Denominations.
-------------------------------------------

          (a) The aggregate  number of Equity Units and Stripped  Units, if any,
     evidenced by Certificates authenticated,  executed on behalf of the Holders
     and  delivered  hereunder  is  limited  to  6,000,000   (6,900,000  if  the
     Underwriters'  (as defined in the  Underwriting  Agreement)  over-allotment
     option pursuant to the Underwriting Agreement is exercised in full), except
     for Certificates authenticated, executed and delivered upon registration of
     transfer of, in exchange for, or in lieu of other Certificates  pursuant to
     Section 3.4, 3.5, 3.10, 3.13, 3.14, 5.9, 5.10 or 8.5.

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


Section 3.2 Rights and Obligations Evidenced by the Certificates.
-----------------------------------------------------------------

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

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


Section 3.3 Execution, Authentication, Delivery and Dating.
-----------------------------------------------------------

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

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

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

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

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

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


Section 3.4 Temporary Certificates.
-----------------------------------

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

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


Section 3.5 Registration; Registration of Transfer and Exchange.
----------------------------------------------------------------

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

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

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

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

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

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

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

               (i)  if the Stock Purchase Date has occurred,  deliver the shares
                    of Common Stock issuable in respect of the Forward  Purchase
                    Contracts  forming a part of the  Equity  Units or  Stripped
                    Units, as the case may be, evidenced by such Certificate,

               (ii) in the case of Equity Units,  if a  Termination  Event shall
                    have occurred prior to the Stock Purchase Date, transfer the
                    Notes  or  the   appropriate   Treasury   Consideration   or
                    Applicable Ownership Interest in the Treasury Portfolio,  as
                    applicable, relating to such Equity Units, or

               (iii)in the case of Stripped Units, if a Termination  Event shall
                    have occurred prior to the Stock Purchase Date, transfer the
                    Treasury Securities relating to such Stripped Units,

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

Section 3.6 Book-Entry Interests.
---------------------------------

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

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

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

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

          (d) the  rights  of the  Beneficial  Owners  shall be  exercised  only
     through the Clearing  Agency and shall be limited to those  established  by
     law and agreements  between such Beneficial  Owners and the Clearing Agency
     and/or the Clearing  Agency  Participants.  The  Clearing  Agency will make
     book-entry transfers among Clearing Agency Participants.

Section 3.7 Notices To Holders.
-------------------------------

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

Section 3.8 Appointment of Successor Clearing Agency.
-----------------------------------------------------

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

Section 3.9 Definitive Certificates.
------------------------------------

     If

          (i)  a  Clearing   Agency  elects  to  discontinue   its  services  as
               securities  Depository  with  respect  to the  Equity  Units  and
               Stripped  Units or ceases to be eligible  as a "clearing  agency"
               under the  Exchange  Act and a successor  Clearing  Agency is not
               appointed  within 90 days after such  discontinuance  pursuant to
               Section 3.8,

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

          (iii)there  shall have  occurred  and be  continuing  a default by the
               Company in respect of its  obligations  under one or more Forward
               Purchase Contracts, this Agreement, the Indenture, the Notes, the
               Equity  Units,  the  Pledge  Agreement  or  any  other  principal
               agreements  or  instruments   executed  in  connection  with  the
               offering of Equity Units

then upon  surrender  of the Global  Certificates  representing  the  Book-Entry
Interests  with respect to the Equity  Units and Stripped  Units by the Clearing
Agency,  accompanied  by  registration  instructions,  the  Company  shall cause
definitive  Certificates  to be delivered  to Clearing  Agency  Participants  in
accordance  with the  instructions of the Clearing  Agency.  The Company and the
Agent shall not be liable for any delay in delivery of such instructions and may
conclusively rely on and shall be protected in relying on such instructions.

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

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

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

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

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

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

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

Section 3.11 Persons Deemed Owners.
-----------------------------------

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

          (b)  Notwithstanding  the  foregoing,   with  respect  to  any  Global
     Certificate,  nothing  herein shall  prevent the Company,  the Agent or any
     agent of the  Company  or the  Agent  from  giving  effect  to any  written
     certification,  proxy  or other  authorization  furnished  by any  Clearing
     Agency  (or  its  nominee),  as a  Holder,  with  respect  to  such  Global
     Certificate  or  impair,  as  between  such  Clearing  Agency and owners of
     beneficial interests in such Global Certificate, the operation of customary
     practices  governing the exercise of rights of such Clearing Agency (or its
     nominee) as Holder of such Global  Certificate.  None of the  Company,  the
     Agent,   or  any  agent  of  the   Company  or  the  Agent  will  have  any
     responsibility  or liability  for any aspect of the records  relating to or
     payments  made on account of  beneficial  ownership  interests  in a Global
     Certificate or maintaining,  supervising or reviewing any records  relating
     to such beneficial ownership interests.

Section 3.12 Cancellation.
--------------------------

          (a) All Certificates  surrendered (i) for delivery of shares of Common
     Stock on or after any Settlement Date; (ii) upon the transfer of Notes, the
     appropriate Treasury  Consideration or Applicable Ownership Interest in the
     Treasury Portfolio,  or Treasury Securities,  as the case may be, after the
     occurrence  of a Termination  Event;  or (iii) upon the  registration  of a
     transfer or exchange of Equity Units or Stripped Units, as the case may be,
     shall,  if surrendered to any Person other than the Agent,  be delivered to
     the Agent and, if not already cancelled, shall be promptly cancelled by it.
     The  Company  may at any time  deliver  to the Agent for  cancellation  any
     Certificates  previously  authenticated,  executed and delivered  hereunder
     which the  Company  may have  acquired  in any manner  whatsoever,  and all
     Certificates so delivered shall,  upon Issuer Order, be promptly  cancelled
     by the Agent. No Certificates shall be authenticated, executed on behalf of
     the Holder and  delivered  in lieu of or in exchange  for any  Certificates
     cancelled as provided in this  Section,  except as  expressly  permitted by
     this  Agreement.  All  cancelled  Certificates  held by the Agent  shall be
     disposed of by the Agent in accordance with its customary procedures.

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

Section 3.13 Establishment of Stripped Units.
---------------------------------------------

          (a) Unless a  successful  remarketing  or a Tax Event  Redemption  has
     occurred,  a Holder may separate the Pledged Notes from the related Forward
     Purchase  Contracts  in respect of the Equity  Units held by such Holder by
     substituting  for such Pledged Notes Treasury  Securities that will pay, on
     the Stock Purchase Date, an amount equal to the aggregate  principal amount
     of such Notes (a "Collateral Substitution"), at any time from and after the
     date  of  this  Agreement  and  on or  prior  to  the  tenth  Business  Day
     immediately  preceding the Stock Purchase Date, by (i) depositing  with the
     Collateral Agent Treasury  Securities having an aggregate  principal amount
     equal  to the  aggregate  Stated  Amount  of such  Equity  Units,  and (ii)
     transferring the related Equity Units to the Agent  accompanied by a notice
     to the Agent,  substantially in the form of Exhibit D hereto,  stating that
     the Holder has transferred  the relevant  amount of Treasury  Securities to
     the Collateral  Agent and requesting that the Agent instruct the Collateral
     Agent to release the Pledged Notes underlying such Equity Units,  whereupon
     the Agent shall promptly give such  instruction  to the  Collateral  Agent,
     substantially  in  the  form  of  Exhibit  C  hereto.  Notwithstanding  the
     foregoing,  a Holder may not  separate  the Pledged  Notes from the related
     Forward  Purchase  Contracts  in respect  of the Equity  Units held by such
     Holder during the periods beginning on the fourth Business Day prior to any
     Remarketing  Period and ending on the third  Business  Day after the end of
     such Remarketing Period. Upon receipt of the Treasury Securities  described
     in clause (i) above and the instruction  described in clause (ii) above, in
     accordance  with the terms of the Pledge  Agreement,  the Collateral  Agent
     will release to the Agent, on behalf of the Holder, such Pledged Notes from
     the Pledge, free and clear of the Company's security interest therein,  and
     upon receipt thereof the Agent shall promptly:

               (i)  cancel the related Equity Units;

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

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

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

          (c) Holders may make Collateral  Substitutions if Treasury  Securities
     are being substituted for Pledged Notes,  only in integral  multiples of 20
     Equity Units.

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

          (e)  Except as  described  in this  Section  3.13,  for so long as the
     Forward Purchase Contract underlying an Equity Unit remains in effect, such
     Equity Unit shall not be  separable  into its  constituent  parts,  and the
     rights and  obligations of the Holder of such Equity Unit in respect of the
     Note or the  appropriate  Treasury  Consideration  or Applicable  Ownership
     Interest  in the  Treasury  Portfolio,  as the case may be, and the Forward
     Purchase Contract  comprising such Equity Unit may be acquired,  and may be
     transferred and exchanged, only as an Equity Unit.

Section 3.14 Reestablishment of Equity Units.
---------------------------------------------

          (a) Unless a  successful  remarketing  or a Tax Event  Redemption  has
     occurred,  a Holder of Stripped Units may  reestablish  Equity Units at any
     time from and after the date of this Agreement and on or prior to the tenth
     Business  Day  immediately  preceding  the  Stock  Purchase  Date,  by  (i)
     depositing with the Collateral  Agent the Notes then comprising such number
     of Equity Units as is equal to such  Stripped  Units and (ii)  transferring
     such  Stripped  Units to the Agent  accompanied  by a notice to the  Agent,
     substantially in the form of Exhibit D hereto,  stating that the Holder has
     transferred  the  relevant  amount  of Notes to the  Collateral  Agent  and
     requesting  that the Agent  instruct  the  Collateral  Agent to release the
     Pledged Treasury Securities  underlying such Stripped Units,  whereupon the
     Agent  shall  promptly  give  such  instruction  to the  Collateral  Agent,
     substantially  in  the  form  of  Exhibit  C  hereto.  Notwithstanding  the
     foregoing,  a Holder may not  reestablish  Equity  Units during the periods
     beginning on the fourth  Business Day prior to any  Remarketing  Period and
     ending on the third Business Day after the end of such Remarketing  Period.
     Upon receipt of the Notes described in clause (i) above and the instruction
     described in clause (ii) above,  in accordance with the terms of the Pledge
     Agreement, the Collateral Agent will release to the Agent, on behalf of the
     Holder, such Pledged Treasury Securities from the Pledge, free and clear of
     the Company's security interest therein, and upon receipt thereof the Agent
     shall promptly:

               (i)  cancel the related Stripped Units;

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

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

          (b) Holders of Stripped  Units may  reestablish  Equity  Units only in
     integral multiples of 20 Stripped Units for 20 Equity Units.

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

          (d) Holders of Stripped  Units who  reestablish  Equity Units shall be
     responsible  for any fees or expenses  payable to the Collateral  Agent for
     its services as Collateral  Agent in respect of the  substitution,  and the
     Company shall not be responsible for any such fees or expenses.

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

Section 3.15 Transfer of Collateral Upon Occurrence of Termination Event.
-------------------------------------------------------------------------

     Upon the occurrence of a Termination Event and the transfer to the Agent by
the Collateral  Agent of the Notes,  the appropriate  Treasury  Consideration or
Applicable  Ownership  Interest  in the  Treasury  Portfolio,  or  the  Treasury
Securities,  as the case may be,  underlying  the Equity  Units or the  Stripped
Units,  as the case may be, pursuant to the terms of the Pledge  Agreement,  the
Agent shall  request  transfer  instructions  with  respect to such Notes or the
appropriate  Treasury  Consideration  or  Applicable  Ownership  Interest in the
Treasury Portfolio, or Treasury Securities, as the case may be, from each Holder
by written  request  mailed to such  Holder at its  address as it appears in the
Equity Units Register or the Stripped Units  Register,  as the case may be. Upon
book-entry  transfer  of the Equity  Units or  Stripped  Units or delivery of an
Equity Units  Certificate or Stripped  Units  Certificate to the Agent with such
transfer  instructions,  the Agent shall  transfer  the Notes,  the  appropriate
Treasury   Consideration  or  Applicable  Ownership  Interest  in  the  Treasury
Portfolio,  or Treasury  Securities,  as the case may be, underlying such Equity
Units or  Stripped  Units,  as the case may be,  to such  Holder  by  book-entry
transfer, or other appropriate procedures, in accordance with such instructions.
In the event a Holder  would be entitled to receive  less than $1,000  principal
amount at maturity of any  Treasury  security,  the Agent shall  dispose of such
Treasury  security for cash and deliver such cash to the Holder.  In the event a
Holder of Equity  Units or  Stripped  Units  fails to effect  such  transfer  or
delivery,  the Notes,  the  appropriate  Treasury  Consideration  or  Applicable
Ownership Interest in the Treasury Portfolio or Treasury Securities, as the case
may be,  underlying such Equity Units or Stripped Units, as the case may be, and
any distributions thereon, shall be held in the name of the Agent or its nominee
in trust for the benefit of such Holder, until (i) such Equity Units or Stripped
Units  are  transferred  or the  Equity  Units  Certificate  or  Stripped  Units
Certificate is surrendered or such Holder  provides  satisfactory  evidence that
such Equity Units  Certificate or Stripped Units Certificate has been destroyed,
lost or stolen,  together with any  indemnity  that may be required by the Agent
and the Company;  and (ii) the  expiration  of the time period  specified in the
abandoned property laws of the relevant State.

Section 3.16 No Consent to Assumption.
--------------------------------------

     Each  Holder  of Equity  Units or  Stripped  Units,  as the case may be, 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
Forward Purchase Contract by the Company, any receiver,  liquidator or person or
entity performing similar functions or its trustee in the event that the Company
becomes the debtor under the  Bankruptcy  Code or subject to other similar state
or federal law providing for reorganization or liquidation.

                                   ARTICLE IV.
                                    THE NOTES

Section 4.1 Payment of Interest; Rights to Interest Payments Preserved; Notice.
-------------------------------------------------------------------------------

          (a) A  payment  on any  Note,  Treasury  Consideration  or  Applicable
     Ownership Interest in the Treasury Portfolio,  as the case may be, which is
     paid on any  Payment  Date  other than a Payment  Date with  respect to the
     Stated  Amount  due  on  Treasury  Consideration  or  Applicable  Ownership
     Interest in the Treasury Portfolio shall, subject to receipt thereof by the
     Agent from the Collateral  Agent (if the Collateral Agent is the registered
     owner thereof) as provided by the terms of the Pledge Agreement, be paid to
     the  Person in whose  name the  Equity  Units  Certificate  (or one or more
     Predecessor   Equity  Units   Certificates)  of  which  such  Note  or  the
     appropriate Treasury  Consideration or Applicable Ownership Interest in the
     Treasury  Portfolio,  as the case may be,  is a part is  registered  at the
     close of business on the Record Date for such Payment Date.

          (b) Each Equity Units  Certificate  evidencing  Notes  delivered under
     this  Agreement upon  registration  of transfer of or in exchange for or in
     lieu of any other  Equity  Units  Certificate  shall  carry  the  rights to
     interest  accrued and unpaid  which were  carried by the Notes and Treasury
     Consideration or Applicable  Ownership Interest in the Treasury  Portfolio,
     as the case may be, underlying such other Equity Units Certificate.

          (c) In the case of any  Equity  Units  with  respect  to  which  Early
     Settlement of the underlying  Forward  Purchase  Contract is effected on an
     Early  Settlement Date,  Merger Early Settlement of the underlying  Forward
     Purchase  Contract is  effected on a Merger  Early  Settlement  Date,  Cash
     Settlement is effected on the seventh  Business Day  immediately  preceding
     the Stock Purchase Date, or a Collateral  Substitution is effected, in each
     case on a date  that is after any  Record  Date and on or prior to the next
     succeeding Payment Date,  payments on the Note or the appropriate  Treasury
     Consideration or Applicable  Ownership Interest in the Treasury  Portfolio,
     as the case may be,  underlying such Equity Units otherwise payable on such
     Payment  Date shall be payable on such Payment  Date  notwithstanding  such
     Early Settlement,  Merger Early  Settlement,  Cash Settlement or Collateral
     Substitution,  as the case may be,  and such  payments  shall,  subject  to
     receipt  thereof by the  Agent,  be payable to the Person in whose name the
     Equity  Units  Certificate  (or  one  or  more  Predecessor   Equity  Units
     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  Equity  Units with  respect  to which  Early
     Settlement,  Merger Early  Settlement or Cash  Settlement of the underlying
     Forward  Purchase  Contract  is  effected,  or  with  respect  to  which  a
     Collateral Substitution has been effected, payments on the related Notes or
     payments on the appropriate Treasury  Consideration or Applicable Ownership
     Interest  in the  Treasury  Portfolio,  as the  case  may  be,  that  would
     otherwise be payable  after the  applicable  Settlement  Date or after such
     Collateral Substitution, as the case may be, shall not be payable hereunder
     to the Holder of such Equity Units; provided,  that to the extent that such
     Holder continues to hold the Separate Notes that formerly  comprised a part
     of such Holder's Equity Units, such Holder shall be entitled to receive the
     payments on such Separate Notes.

Section 4.2 Notice and Voting.
------------------------------

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

Section 4.3 Tax Event Redemption.
---------------------------------

     Upon the  occurrence  of a Tax Event  Redemption  prior to the earlier of a
successful  remarketing of the Notes or the Stock Purchase Date, the Company may
elect to  instruct  in  writing  the  Collateral  Agent to apply,  and upon such
written  instruction,  the  Collateral  Agent shall apply,  out of the aggregate
Redemption  Price for the Notes that are  components of Equity Units,  an amount
equal to the aggregate  Redemption  Amount for the Notes that are  components of
Equity  Units to purchase on behalf of the Holders of Equity  Units the Treasury
Portfolio and promptly remit the remaining portion of such aggregate  Redemption
Price to the Agent for payment to the Holders of such Equity Units. The Treasury
Portfolio will be substituted for the Pledged Notes,  and will be pledged to the
Collateral  Agent in accordance with the terms of the Pledge Agreement to secure
the  obligation  of each Holder of an Equity  Units to purchase the Common Stock
under the Forward  Purchase  Contract  constituting a part of such Equity Units.
Following  the  occurrence of a Tax Event  Redemption  prior to the earlier of a
successful  remarketing  of the Notes or the Stock Purchase Date, the Holders of
Equity Units and the Collateral Agent shall have such security interests, rights
and obligations  with respect to the Treasury  Portfolio as the Holder of Equity
Units and the Collateral  Agent had in respect of the Notes, as the case may be,
subject to the Pledge  thereof as provided in Articles  II, III, IV, V and VI of
the Pledge  Agreement,  and any reference  herein or in the  Certificates to the
Note  shall be deemed  to be a  reference  to such  Treasury  Portfolio  and any
reference herein or in the Certificates to interest on the Notes shall be deemed
to be a reference to corresponding  distributions on the Treasury Portfolio. The
Company may cause to be made in any Equity Units  Certificates  thereafter to be
issued  such change in  phraseology  and form (but not in  substance)  as may be
appropriate to reflect the  substitution of the Treasury  Portfolio for Notes as
collateral.

     The Company shall cause notice of any Tax Event Redemption to be mailed, at
least 30 calendar  days but not more than 60 calendar days before such Tax Event
Redemption  Date, to each Holder of Equity Units  including Notes to be redeemed
at its registered address.

     Upon the  occurrence  of a Tax  Event  Redemption  after the  earlier  of a
successful  remarketing  of the Notes or the Stock Purchase Date, the Redemption
Price will be payable in cash to the holders of the Notes.


                                   ARTICLE V.
                 THE FORWARD PURCHASE CONTRACTS; THE REMARKETING

Section 5.1 Purchase of Shares of Common Stock.
-----------------------------------------------

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

               (i)  if the Applicable Market Value (as defined below) is greater
                    than  or  equal  to  $49.08  (the  "Threshold   Appreciation
                    Price"),  1.0187 shares of Common Stock per Forward Purchase
                    Contract,

               (ii) if the  Applicable  Market Value is less than the  Threshold
                    Appreciation  Price, but is greater than $40.90,  the number
                    of shares of Common  Stock  per  Forward  Purchase  Contract
                    equal to $50 divided by the Applicable Market Value, and

               (iii)if the  Applicable  Market  Value is  equal to or less  than
                    $40.90,  1.2225 shares of Common Stock per Forward  Purchase
                    Contract,

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

          As provided in Section 5.12, no fractional shares of Common Stock will
     be issued upon settlement of Forward Purchase Contracts.

          Promptly  after  the  calculation  of  the  Settlement  Rate  and  the
     Applicable  Market Value,  the Company shall give the Agent notice thereof.
     All  calculations  and  determinations  of  the  Settlement  Rate  and  the
     Applicable Market Value shall be made by the Company or its agents based on
     their good faith  calculations,  and the Agent shall have no responsibility
     with respect thereto.

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

          (c) Each Holder of Equity Units or Stripped Units, as the case may be,
     by its acceptance thereof,  irrevocably  authorizes the Agent to enter into
     and  perform  the related  Forward  Purchase  Contract on its behalf as its
     attorney-in-fact (including the execution of Certificates on behalf of such
     Holder), agrees to be bound by the terms and provisions thereof,  covenants
     and  agrees  to  perform  its  obligations   under  such  Forward  Purchase
     Contracts,  and consents to the provisions hereof,  irrevocably  authorizes
     the Agent as its  attorney-in-fact  to enter  into and  perform  the Pledge
     Agreement on its behalf as its attorney-in-fact, and consents to and agrees
     to  be  bound  by  the  Pledge  of  the  Notes,  the  appropriate  Treasury
     Consideration or Applicable  Ownership Interest in 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 Equity Units or
     Stripped Units, as the case may be, under the Forward Purchase Contract may
     be enforced without regard to any other rights or obligations.  Each Holder
     of Equity Units or Stripped  Units,  as the case may be, by its  acceptance
     thereof, further covenants and agrees that, to the extent and in the manner
     provided in Section 5.4 and the Pledge Agreement,  but subject to the terms
     thereof,  payments  in  respect  of the  Notes,  the  appropriate  Treasury
     Consideration or Applicable  Ownership Interest in the Treasury  Portfolio,
     or the Treasury  Securities,  to be paid upon  settlement  of such Holder's
     obligations to purchase Common Stock under the Forward  Purchase  Contract,
     shall be paid on the Stock  Purchase  Date by the  Collateral  Agent to the
     Company in  satisfaction  of such Holder's  obligations  under such Forward
     Purchase Contract and such Holder shall acquire no right, title or interest
     in such payment.

          (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)  under the terms of this Agreement,  the Forward Purchase
     Contracts  underlying such  Certificate and the Pledge  Agreement,  and the
     transferor shall be released from the obligations under this Agreement, the
     Forward Purchase  Contracts  underlying the Certificates so transferred and
     the Pledge Agreement.  The Company covenants and agrees, and each Holder of
     a Certificate, by its acceptance thereof, likewise covenants and agrees, to
     be bound by the provisions of this paragraph.

     Section 5.2 Contract Adjustment Payments.
     -----------------------------------------

          (a) Contract Adjustment Payments shall accrue on each Forward Purchase
     Contract  constituting  a part of an Equity Unit or Stripped  Unit at 3.50%
     per year of the Stated  Amount of such Equity Unit or Stripped  Unit,  from
     June 11, 2002 through and including the Stock Purchase Date,  provided that
     no Contract  Adjustment  Payment shall accrue after an Early  Settlement or
     Merger Early Settlement.  Subject to Section 5.3 herein,  the Company shall
     pay, on each  Payment  Date,  the  Contract  Adjustment  Payments,  if any,
     payable in respect of each Forward Purchase Contract to the Person in whose
     name a Certificate (or one or more Predecessor  Certificates) is registered
     at the close of  business  on the Record Date  immediately  preceding  such
     Payment  Date in such coin or currency of the United  States as at the time
     of payment  shall be legal tender for  payments.  The  Contract  Adjustment
     Payments,  if any,  will be payable  at the  office in New York,  New York,
     maintained  for that  purpose  or, at the option of the  Company,  by check
     mailed to the  address of the  Person  entitled  thereto  at such  Person's
     address as it appears on the  Register  or by wire  transfer to the account
     designated to the Agent by a prior written notice by such Person  delivered
     at least five Business Days prior to the applicable Payment Date.

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

          (c) Each Certificate  delivered under this Agreement upon registration
     of transfer of or in exchange for or in lieu of (including as a result of a
     Collateral  Substitution  or the  re-establishment  of an Equity  Unit) any
     other Certificate shall carry the rights to Contract  Adjustment  Payments,
     if any, accrued and unpaid, and to accrue Contract Adjustment Payments,  if
     any, which were carried by the Forward Purchase  Contracts  underlying such
     other Certificates.

          (d) Subject to Sections 5.9 and 5.10,  in the case of any Equity Units
     or  Stripped  Units,  as the  case may be,  with  respect  to  which  Early
     Settlement or Merger Early  Settlement of the underlying  Forward  Purchase
     Contract  is  effected  on an  Early  Settlement  Date  or a  Merger  Early
     Settlement  Date,  respectively,  or in respect of which Cash Settlement of
     the  underlying  Forward  Purchase  Contract  is  effected  on the  seventh
     Business Day immediately preceding the Stock Purchase Date, or with respect
     to which a Collateral  Substitution or an establishment or re-establishment
     of an Equity Units pursuant to Section 3.14 is effected,  in each case on a
     date that is after any Record  Date and on or prior to the next  succeeding
     Payment Date, Contract Adjustment Payments on the Forward Purchase Contract
     underlying  such  Equity  Units  or  Stripped  Units,  as the  case may be,
     otherwise  payable on such  Payment  Date shall be payable on such  Payment
     Date notwithstanding such Cash Settlement,  Early Settlement,  Merger Early
     Settlement, Collateral Substitution or establishment or re-establishment of
     Equity Units,  and such Contract  Adjustment  Payments shall be paid to the
     Person  in whose  name the  Certificate  evidencing  such  Equity  Units or
     Stripped Units (or one or more  Predecessor  Certificates) is registered at
     the close of business on such Record Date.  Except as  otherwise  expressly
     provided in the immediately  preceding sentence,  in the case of any Equity
     Units or  Stripped  Units  with  respect to which  Cash  Settlement,  Early
     Settlement,  Merger Early  Settlement of the  underlying  Forward  Purchase
     Contract is effected on the seventh Business Day immediately  preceding the
     Stock Purchase Date, an Early  Settlement  Date or Merger Early  Settlement
     Date,  as  the  case  may  be,  or  with  respect  to  which  a  Collateral
     Substitution or an establishment or  re-establishment of an Equity Unit has
     been effected,  Contract Adjustment Payments,  if any, that would otherwise
     be payable  after the Early  Settlement  Date,  or Merger Early  Settlement
     Date,  Collateral  Substitution or such  establishment or  re-establishment
     with respect to such Forward Purchase Contract shall not be payable.

     Section 5.3 Deferral of Contract Adjustment Payments.
     -----------------------------------------------------

          (a) The Company  shall have the right,  at any time prior to the Stock
     Purchase  Date,  to  defer  the  payment  of any  or  all  of the  Contract
     Adjustment  Payments otherwise payable on any Payment Date, but only if the
     Company shall give the Holders and the Agent written notice of its election
     to defer each such deferred  Contract  Adjustment  Payment  (specifying the
     amount to be deferred)  at least ten Business  Days prior to the earlier of
     (i) the next  succeeding  Payment  Date or (ii) the  date  the  Company  is
     required to give notice of the Record Date or Payment  Date with respect to
     payment  of  such  Contract  Adjustment  Payments  to  the  NYSE  or  other
     applicable  self-regulatory  organization or to Holders of the Equity Units
     and Stripped  Units,  but in any event not less than one Business Day prior
     to such Record Date. Any Contract Adjustment Payments so deferred shall, to
     the extent permitted by law, bear additional  Contract  Adjustment Payments
     thereon at the rate of 5.75% per year  (computed  on the basis of a 360-day
     year of twelve 30-day months), compounding on each succeeding Payment Date,
     until paid in full  (such  deferred  installments  of  Contract  Adjustment
     Payments, if any, together with the additional Contract Adjustment Payments
     accrued  thereon,  being  referred  to  herein  as the  "Deferred  Contract
     Adjustment Payments"). Deferred Contract Adjustment Payments, if any, shall
     be due on the next  succeeding  Payment  Date  except  to the  extent  that
     payment is deferred  pursuant to this Section  5.3. No Contract  Adjustment
     Payments  may be deferred to a date that is after the Stock  Purchase  Date
     and no such  deferral  period may end other than on a Payment  Date. If the
     Forward  Purchase  Contracts  are  terminated  upon  the  occurrence  of  a
     Termination  Event,  the  Holder's  right to  receive  Contract  Adjustment
     Payments,   if  any,  and  Deferred  Contract  Adjustment  Payments,   will
     terminate.  If Deferred Contract Adjustment Payments are deferred until the
     Stock Purchase Date, all payments in respect  thereof shall be made in cash
     on the Stock Purchase Date.

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

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

               (i)  purchases,  redemptions or  acquisitions of shares of Common
                    Stock in connection  with any employment  contract,  benefit
                    plan or other similar arrangement with or for the benefit of
                    employees,  officers  or  directors  or a stock  purchase or
                    dividend  reinvestment  plan,  or  the  satisfaction  by the
                    Company  of its  obligations  pursuant  to any  contract  or
                    security  outstanding on the date the Company  exercises its
                    right to defer the Contract Adjustment Payments;

               (ii) as a result of a  reclassification  of the Company's Capital
                    Stock or the exchange or  conversion  of one class or series
                    of the  Company's  Capital Stock for another class or series
                    of the Company's Capital Stock;

               (iii)the  purchase of  fractional  interests  of the Common Stock
                    pursuant to the  conversion  or exchange  provisions of such
                    Common Stock or the security being converted or exchanged;

               (iv) dividends or  distributions  in any series of the  Company's
                    Common  Stock  (or  rights  to  acquire   Common  Stock)  or
                    repurchases,  acquisitions or redemptions of Common Stock in
                    connection with the issuance or exchange of the Common Stock
                    (or securities  convertible  into or exchangeable for shares
                    of the Company's Common Stock); or

               (v)  redemptions,   exchanges  or   repurchases   of  any  rights
                    outstanding   under  a   shareholder   rights  plan  or  the
                    declaration   or  payment   thereunder   of  a  dividend  or
                    distribution of or with respect to rights in the future.

     Section 5.4 Payment of Purchase Price; Remarketing.
     ---------------------------------------------------

          (a) Unless a Tax Event Redemption, successful remarketing, Termination
     Event,  Merger Early  Settlement or Early  Settlement  has  occurred,  each
     Holder of an Equity Unit may pay in cash ("Cash  Settlement")  the Purchase
     Price for the shares of Common Stock to be purchased  pursuant to a Forward
     Purchase  Contract if such Holder  notifies the Agent by use of a notice in
     substantially  the form of Exhibit E hereto of its intention to make a Cash
     Settlement.  Such notice  shall be made on or prior to 5:00 p.m.,  New York
     City  time,  on the tenth  Business  Day  immediately  preceding  the Stock
     Purchase Date. The Agent shall promptly notify the Collateral  Agent of the
     receipt of such a notice from a Holder intending to make a Cash Settlement.

               (i)  A Holder of an Equity Unit who has so notified  the Agent of
                    its  intention to make a Cash  Settlement is required to pay
                    the Purchase  Price to the  Collateral  Agent prior to 11:00
                    a.m.,  New York  City  time,  on the  seventh  Business  Day
                    immediately  preceding  the  Stock  Purchase  Date in lawful
                    money of the United  States by certified or cashiers'  check
                    or wire transfer,  in each case payable to or upon the order
                    of the Company.  Any cash received by the  Collateral  Agent
                    will be paid to the  Company on the Stock  Purchase  Date in
                    settlement  of the Forward  Purchase  Contract in accordance
                    with the terms of this Agreement and the Pledge Agreement.

               (ii) If a Holder of an Equity  Unit  fails to notify the Agent of
                    its intention to make a Cash  Settlement in accordance  with
                    this  paragraph  (a),  the  Holder  shall be  deemed to have
                    consented to the  disposition  of the Pledged Notes pursuant
                    to the  remarketing as described in paragraph  5.4(b) below.
                    If a Holder  of an  Equity  Unit  does  notify  the Agent as
                    provided in this  paragraph  (a) of its intention to pay the
                    Purchase  Price in cash,  but fails to make such  payment as
                    required by  paragraph  (a)(i)  above,  the Holder  shall be
                    deemed to have  consented to the  disposition of the Pledged
                    Notes pursuant to the  remarketing as described in paragraph
                    5.4 (b) below.

          (b) The Company has engaged the Remarketing Agent to sell the Notes of
     (A) Holders of Equity  Units,  other than  Holders that have elected not to
     participate  in the  remarketing  pursuant to the  procedures  set forth in
     subsection  (g) below,  and (B) holders of Separate Notes that have elected
     to participate in the  remarketing  pursuant to the procedures set forth in
     Section 4.5(d) of the Pledge  Agreement.  On the seventh Business Day prior
     to the  Remarketing  Date, the Agent shall give Holders of Equity Units and
     holders of  Separate  Notes  notice of the  remarketing  (the form of which
     notice to be provided by the  Company) in a daily  newspaper in the English
     language of general  circulation in The City of New York, which is expected
     to be The  Wall  Street  Journal,  including  the  specific  U.S.  Treasury
     security or  securities  (including  the CUSIP number  and/or the principal
     terms of such Treasury security or securities)  described in subsection (g)
     below,  that must be delivered by Holders of Equity Units that elect not to
     participate in the  remarketing  pursuant to subsection (g) below, no later
     than 10:00 a.m.,  New York City time, on the fourth  Business Day preceding
     the Remarketing Date or the first day of any Subsequent Remarketing Period,
     as applicable.  The Agent shall notify,  by 10:00 a.m., New York City time,
     on the third Business Day preceding the  Remarketing  Date or the first day
     of any subsequent Remarketing Period, as applicable,  the Remarketing Agent
     and the Collateral  Agent of the aggregate  number of Notes of Equity Units
     Holders to be remarketed.  On the third Business Day immediately  preceding
     the Remarketing Date or the first day of any subsequent Remarketing Period,
     as applicable,  no later than by 10:00 a.m. New York City time, pursuant to
     the terms of the Pledge  Agreement,  the  Custodial  Agent will  notify the
     Remarketing  Agent  of  the  aggregate  number  of  Separate  Notes  to  be
     remarketed. On the third Business Day immediately preceding the Remarketing
     Date or the first day of any subsequent  Remarketing Period, as applicable,
     the Collateral Agent and the Custodial Agent,  pursuant to the terms of the
     Pledge Agreement, will deliver for remarketing to the Remarketing Agent all
     Notes to be remarketed.

          (c) Upon receipt of such notice from the Agent and the Custodial Agent
     and such Notes  from the  Collateral  Agent and the  Custodial  Agent,  the
     Remarketing  Agent will,  on the  Remarketing  Date,  use its  commercially
     reasonable  best efforts to (i)  establish a rate of interest  that, in the
     opinion of the  Remarketing  Agent,  will,  when applied to the outstanding
     Notes,  enable the then current aggregate market value of the Notes to have
     a  value  equal  to  approximately,  but  not  less  than,  100.25%  of the
     Remarketing  Value  as of the  Remarketing  Date  or as of  any  Subsequent
     Remarketing  Date, as the case may be (the "Reset Rate") and (ii) sell such
     Notes on such date at a price  equal to  approximately,  but not less than,
     100.25% of the Remarketing Value.

          (d)  If the  remarketing  occurs  prior  to the  fourth  Business  Day
     preceding  the Stock  Purchase  Date,  the  Remarketing  Agent will use the
     proceeds from a successful  remarketing  to purchase the  appropriate  U.S.
     Treasury securities (the "Agent-purchased Treasury Consideration") with the
     CUSIP numbers,  if any,  selected by the  Remarketing  Agent,  described in
     clauses (1) and (2) of the definition of  Remarketing  Value related to the
     Notes of Holders of Equity  Units or that were  remarketed.  On or prior to
     the third  Business Day following the  Remarketing  Date or any  Subsequent
     Remarketing Date the Remarketing  Agent shall deliver such  Agent-purchased
     Treasury  Consideration  to the Agent,  which shall thereupon  deliver such
     Agent-purchased   Treasury  Consideration  to  the  Collateral  Agent.  The
     Collateral Agent, for the benefit of the Company, will thereupon apply such
     Agent-purchased  Treasury  Consideration,  in  accordance  with the  Pledge
     Agreement,  to secure such Holders'  obligations under the Forward Purchase
     Contracts.  If the  remarketing  occurs on or after the fourth Business Day
     preceding the Stock Purchase Date, the proceeds of the remarketing will not
     be used to purchase the Agent-purchased  Treasury  Consideration,  but such
     proceeds will be paid to the Agent in direct  settlement of the obligations
     of the Holders  under the related  Forward  Purchase  Contracts to purchase
     Common  Stock of the  Company.  The  Remarketing  Agent  will  deduct  as a
     remarketing  fee an amount not  exceeding  25 basis  points  (0.25%) of the
     total  proceeds  from  the  remarketing   (the   "Remarketing   Fee").  The
     Remarketing Agent will remit (1) the remaining portion of the proceeds from
     the  remarketing  attributable to the Separate Notes to the Custodial Agent
     for the benefit of the holders of Separate  Notes that were  remarketed and
     (2) the  remaining  portion of the  proceeds,  less those  proceeds used to
     purchase the Agent-purchased  Treasury  Consideration or to pay the Company
     in direct settlement of the Holders' obligations under the Forward Purchase
     Contracts, to the Agent for payment to the Holders of the Equity Units that
     were  remarketed,  all determined on a pro rata basis,  in each case, on or
     prior  to the  third  Business  Day  following  such  Remarketing  Date  or
     Subsequent Remarketing Date. Holders whose Notes are so remarketed will not
     otherwise  be  responsible  for  the  payment  of  any  Remarketing  Fee in
     connection therewith.

          (e)
               (i)  If,  in spite  of using  its  commercially  reasonable  best
                    efforts,  the Remarketing  Agent cannot  establish the Reset
                    Rate and remarket the Notes included in the remarketing at a
                    price equal to approximately,  but not less than, 100.25% of
                    the  Remarketing  Value,  the  Remarketing  Agent will again
                    attempt to  establish  the Reset Rate and remarket the Notes
                    included   in  the   remarketing   at  a  price   equal   to
                    approximately, but not less than, 100.25% of the Remarketing
                    Value  on  each of the two  immediately  following  Business
                    Days.  If the  Remarketing  Agent cannot  remarket the Notes
                    included   in  the   remarketing   at  a  price   equal   to
                    approximately, but not less than, 100.25% of the Remarketing
                    Value on either of those days,  it will attempt to establish
                    the  Reset  Rate and  remarket  the  Notes  included  in the
                    remarketing at a price equal to approximately,  but not less
                    than,  100.25% of the Remarketing Value on each of the three
                    Business Days  immediately  preceding  June 16, 2005. If the
                    Remarketing  Agent cannot remarket the Notes included in the
                    remarketing at a price equal to approximately,  but not less
                    than, 100.25% of the Remarketing Value on any of those days,
                    it will attempt to establish the Reset Rate and remarket the
                    Notes  included  in the  remarketing  at a  price  equal  to
                    approximately, but not less than, 100.25% of the Remarketing
                    Value  on  each  of  the  three  Business  Days  immediately
                    preceding  July 16, 2005.  If the  Remarketing  Agent cannot
                    establish the Reset Rate and remarket the Notes  included in
                    the remarketing at a price equal to  approximately,  but not
                    less than, 100.25% of the Remarketing Value either on any of
                    the two Business Days immediately  following the Remarketing
                    Date  or on any  of  the  three  Business  Days  immediately
                    preceding June 16, 2005 or on any of the three Business Days
                    immediately preceding July 16, 2005, the remarketing in each
                    period  will be  deemed  to have  failed  (each,  a  "Failed
                    Remarketing"). If the Remarketing Agent cannot establish the
                    Reset  Rate  and   remarket   the  Notes   included  in  the
                    remarketing at a price equal to approximately,  but not less
                    than,  100.25% of the Remarketing  Value on any of the three
                    Business  Days  immediately  preceding  July 16,  2005,  the
                    Remarketing  Agent will  further  attempt to  establish  the
                    Reset  Rate  and   remarket   the  Notes   included  in  the
                    remarketing at a price equal to approximately,  but not less
                    than,  100.25% of the Remarketing Value on each of the three
                    Business Days immediately  preceding August 12, 2005. If, in
                    spite of using its commercially reasonable best efforts, the
                    Remarketing Agent fails to remarket the Notes underlying the
                    Equity Units at a price equal to approximately, but not less
                    than,  100.25% of the  Remarketing  Value in accordance with
                    the terms of the Pledge  Agreement  by 4:00  p.m.,  New York
                    City time, on the third Business Day  immediately  preceding
                    the Stock Purchase Date, a "Last Failed Remarketing" will be
                    deemed to have occurred.

               (ii) Within three  Business  Days  following  the end of the Last
                    Failed  Remarketing,  the Remarketing Agent shall return any
                    Notes  delivered  to it to  the  Collateral  Agent  and  the
                    Custodial Agent, as applicable, together with written notice
                    from the Remarketing Agent of such Last Failed  Remarketing.
                    The Collateral  Agent,  for the benefit of the Company,  may
                    exercise its rights as a secured  party with respect to such
                    Notes,  including those actions  specified in Section 5.4(f)
                    below,  and the Holders of Equity Units, by their acceptance
                    of the Equity  Units  shall be deemed to have agreed to such
                    exercise  by the  Collateral  Agent in such case;  provided,
                    that if upon the Last  Failed  Remarketing,  the  Collateral
                    Agent delivers any Notes to the Company in full satisfaction
                    of  the  Holder's   obligation  under  the  related  Forward
                    Purchase  Contracts,  any accumulated and unpaid interest on
                    such Notes will  become  payable by the Company to the Agent
                    for payment to the Holder of the Equity  Units to which such
                    Notes relate. Such payment will be made by the Company on or
                    prior to  11:00  a.m.,  New York  City  time,  on the  Stock
                    Purchase  Date in  lawful  money  of the  United  States  by
                    certified or cashier's check or wire transfer in immediately
                    available  funds  payable to or upon the order of the Agent.
                    The Company  will publish  notice by means of Bloomberg  and
                    Reuters newswires of any Remarketing  Period during which no
                    successful remarketing occurred, such notice to be published
                    not later than the fourth  Business Day following the end of
                    such  Remarketing  Period.  The  Company  will also  cause a
                    notice of the Last Failed Remarketing to be published on the
                    fourth  Business Day  following  the date of the Last Failed
                    Remarketing 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.

          (f) With  respect to any Notes which  constitute  part of Equity Units
     which are subject to the Last Failed Remarketing,  the Collateral Agent for
     the benefit of the Company  reserves  all of its rights as a secured  party
     with respect  thereto and,  subject to  applicable  law and Section 5.4 (j)
     below, may, among other things, permit the Company to cause the Notes to be
     sold  or to  retain  and  cancel  such  Notes,  in  either  case,  in  full
     satisfaction  of  the  Holders'  obligations  under  the  Forward  Purchase
     Contracts and the Holders of the Equity Units,  by their  acceptance of the
     Equity  Units  shall  be  deemed  to  have  agreed  to such  action  by the
     Collateral Agent.

          (g) A Holder of Equity  Units  may  elect  not to  participate  in the
     remarketing and retain the Notes  underlying such Equity Units by notifying
     the Agent of such  election  and  delivering  the  specific  U.S.  Treasury
     security or  securities  (including  the CUSIP number  and/or the principal
     terms  of  such  security  or  securities)  identified  by the  Agent  that
     constitute the U.S. Treasury securities described in clauses (1) and (2) of
     the definition of  Remarketing  Value relating to the retained Notes (as if
     only  such  Notes   were   being   remarketed)   (the   "Opt-out   Treasury
     Consideration")  to the Agent not  later  than  10:00  a.m.  on the  fourth
     Business  Day prior to the  Remarketing  Date (or,  in the case of a Failed
     Remarketing,  not  later  than  10:00  a.m.  on  the  fourth  Business  Day
     immediately  prior to the  subsequent  Remarketing  Period).  Upon  receipt
     thereof  by the  Agent,  the Agent  shall  deliver  such  Opt-out  Treasury
     Consideration to the Collateral  Agent,  which will, for the benefit of the
     Company, thereupon apply such Opt-out Treasury Consideration to secure such
     Holder's  obligations  under the Forward Purchase  Contracts.  On the first
     Business Day immediately preceding the Remarketing Date (or, in the case of
     a Failed Remarketing,  the subsequent  Remarketing  Period), the Collateral
     Agent,  pursuant  to the terms of the Pledge  Agreement,  will  deliver the
     Pledged  Notes of such  Holder to the Agent.  Within  three  Business  Days
     following any  Remarketing  Period,  (A) if the remarketing was successful,
     the Agent shall distribute such Notes to the new holders  thereof,  and (B)
     if there was a Failed Remarketing, the Agent will deliver such Notes to the
     Collateral  Agent,  which will,  for the benefit of the Company,  thereupon
     apply such Notes to secure  such  Holders'  obligations  under the  Forward
     Purchase Contracts and return the Opt-out Treasury Consideration  delivered
     by such  Holders to such  Holders.  A Holder  that does not so deliver  the
     Opt-out Treasury  Consideration pursuant to this clause (g) shall be deemed
     to have elected to participate in the remarketing.

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

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

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

          (k) Notwithstanding anything to the contrary herein, the Company shall
     not be obligated to issue any Common Stock in respect of a Forward Purchase
     Contract or deliver any certificates  therefor to the Holder of the related
     Equity  Units or  Stripped  Units,  as the case may be,  unless the Company
     shall have  received  payment in full for the shares of Common  Stock to be
     purchased thereunder by such Holder in the manner herein set forth.

          (l) In the event of a successful remarketing, the interest rate on all
     of the outstanding Notes (whether or not included in the remarketing) shall
     be adjusted to the Reset Rate.

Section 5.5 Issuance of Shares of Common Stock.
-----------------------------------------------

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


Section 5.6 Adjustment of Settlement Rate.
------------------------------------------

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

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

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

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

               (4) Debt or Asset Distributions.

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

               (ii) In the  case of a  Spin-Off,  the  Settlement  Rate or Early
                    Settlement Rate, as applicable, in effect immediately before
                    the  close  of   business  on  the  record  date  fixed  for
                    determination  of  stockholders  entitled  to  receive  that
                    distribution will be increased by multiplying the Settlement
                    Rate or Early Settlement Rate, as applicable, by a fraction,
                    the numerator of which is the Current Market Price per share
                    of the  Common  Stock  plus  the  Fair  Market  Value of the
                    portion of those shares of Capital  Stock or similar  equity
                    interests so  distributed  applicable to one share of Common
                    Stock and the  denominator  of which is the  Current  Market
                    Price per share of the Common Stock.  Any  adjustment to the
                    Settlement   Rate  or  Early   Settlement  Rate  under  this
                    paragraph  4(ii) will occur at the  earlier of (1) the tenth
                    Trading Day from, and  including,  the effective date of the
                    Spin-Off and (2) the date of the securities being offered in
                    the Initial Public Offering of the Spin-Off, if that Initial
                    Public   Offering  is  effected   simultaneously   with  the
                    Spin-Off.

               (5)  Cash  Distributions.  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 of the date of
          the  expiration of the tender or exchange  offer referred to below (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   times  the  number  of  shares  of  Common  Stock
          outstanding  on such date,  then,  and in each such case,  immediately
          after  the  close of  business  on such  date for  determination,  the
          Settlement  Rate or Early  Settlement  Rate, as  applicable,  shall be
          increased so that the same shall equal the rate determined by dividing
          the Settlement Rate or Early Settlement Rate, as applicable, in effect
          immediately  prior to the  close of  business  on the date  fixed  for
          determination   of  the   stockholders   entitled   to  receive   such
          distribution  by a fraction (A) the  numerator of which shall be equal
          to the Current  Market Price per share of the Common Stock on the date
          fixed for such  determination  less an amount equal to the quotient of
          (x) the combined  amount  distributed  or payable in the  transactions
          described in clauses  (i),  (ii) and (iii) above and (y) the number of
          shares of Common Stock  outstanding on such date for determination and
          (B) the  denominator  of which  shall be equal to the  Current  Market
          Price per share of the Common Stock on such date for determination.

               (6) Tender Offers. In case (i) a tender or exchange offer made by
          the Company or any subsidiary of the Company for all or any portion of
          the Common  Stock shall  expire and such tender or exchange  offer (as
          amended  upon the  expiration  thereof)  shall  require the payment to
          stockholders  (based on the acceptance (up to any maximum specified in
          the terms of the tender or exchange offer) of Purchased  Shares) of an
          aggregate  consideration  having a fair market value (as determined by
          the Board of Directors,  whose  determination  shall be conclusive and
          described in a Board  Resolution) that combined together with (ii) the
          aggregate of the cash plus the fair market value (as determined by the
          Board  of  Directors,  whose  determination  shall be  conclusive  and
          described in a Board Resolution),  as of the expiration of such tender
          or exchange  offer, of  consideration  payable in respect of any other
          tender or  exchange  offer,  by the Company or any  subsidiary  of the
          Company for all or any portion of the Common Stock expiring within the
          12 months  preceding the  expiration of such tender or exchange  offer
          and in respect of which no  adjustment  pursuant to  paragraph  (5) of
          this  Section  or this  paragraph  (6) has  been  made and  (iii)  the
          aggregate amount of any  distributions to all holders of the Company's
          Common Stock made  exclusively in cash within the 12 months  preceding
          the  expiration  of such  tender or  exchange  offer and in respect of
          which no adjustment  pursuant to paragraph (5) of this Section or this
          paragraph (6) has been made, exceeds 15% of the product of the Current
          Market  Price per share of the  Common  Stock as of the last time (the
          "Expiration  Time")  tenders  could  have been made  pursuant  to such
          tender or exchange  offer (as it may be  amended)  times the number of
          shares of Common Stock outstanding  (including any tendered shares) at
          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 or Early  Settlement  Rate, as applicable,
          shall be adjusted so that the same shall equal the rate  determined by
          dividing the Settlement Rate or Early  Settlement Rate, as applicable,
          immediately  prior  to  the  close  of  business  on the  date  of the
          Expiration  Time by a fraction  (A) the  numerator  of which  shall be
          equal to (x) the product of (I) the Current  Market Price per share of
          the  Common  Stock  on the  date of the  Expiration  Time and (II) the
          number of shares of Common Stock  outstanding  (including any tendered
          shares)  at the  Expiration  Time less (y) the amount of cash plus the
          fair  market  value   (determined   as  aforesaid)  of  the  aggregate
          consideration  payable  to  stockholders  based  on  the  transactions
          described in clauses (i),  (ii) and (iii) above  (assuming in the case
          of clause (i) the acceptance, up to any maximum specified in the terms
          of the tender or exchange  offer,  of Purchased  Shares),  and (B) the
          denominator  of which shall be equal to the product of (x) the Current
          Market Price per share of the Common Stock as of the  Expiration  Time
          and (y) the number of shares of Common  Stock  outstanding  (including
          any tendered  shares) as of the Expiration Time less the number of all
          shares validly  tendered and not withdrawn as of the  Expiration  Time
          (the shares deemed so accepted, up to any such maximum, being referred
          to as the "Purchased Shares").

               (7)  Reclassification.  The reclassification of Common Stock into
          securities  including  securities  other than Common Stock (other than
          any  reclassification  upon a  Reorganization  Event to which  Section
          5.6(b)  applies) shall be deemed to involve (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 stockholders  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) "Current  Market  Price".  The "Current  Market Price" of the
          Common  Stock means (a) on any day the average of the Sales Prices for
          the 5  consecutive  Trading  Days  preceding  the  earlier  of the day
          preceding  the day in  question  and the day before the "ex date" with
          respect to the issuance or distribution requiring computation,  (b) in
          the  case of any  Spin-Off  that is  effected  simultaneously  with an
          Initial  Public  Offering of the securities  being  distributed in the
          Spin-Off,  the Sale Price of the Common  Stock on the  Trading  Day on
          which  the  Initial  Public  Offering  price of the  securities  being
          distributed in the Spin-Off is determined,  and (c) in the case of any
          other  Spin-Off,  the average of the Sale  Prices of the Common  Stock
          over the  first 10  Trading  Days  after  the  effective  date of such
          Spin-Off.  For  purposes of this  paragraph,  the term "ex date," when
          used with  respect to any  issuance  or  distribution,  shall mean the
          first  date on  which  the  Common  Stock  trades  regular  way on the
          relevant  exchange  or in the  relevant  market  without  the right to
          receive such issuance or distribution.

               (9) Calculation of Adjustments. All adjustments to the Settlement
          Rate or Early Settlement  Rate, as applicable,  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 or Early Settlement Rate,
          as applicable,  shall be required unless such adjustment would require
          an increase or  decrease  of at least one percent  therein;  provided,
          that any  adjustments  which by  reason of this  subparagraph  are not
          required to be made shall be carried forward and taken into account in
          any subsequent adjustment.  If an adjustment is made to the Settlement
          Rate or Early  Settlement  Rate, as applicable,  pursuant to paragraph
          (1), (2), (3), (4), (5), (6), (7) or (10) of this Section  5.6(a),  an
          adjustment shall also be made to the Applicable Market Value solely to
          determine  which of clauses (i),  (ii) or (iii) of the  definition  of
          Settlement Rate or Early  Settlement  Rate, as applicable,  in Section
          5.1(a) will apply on the Stock Purchase Date. Such adjustment shall be
          made by  multiplying  the Applicable  Market Value by a fraction,  the
          numerator of which shall be the  Settlement  Rate or Early  Settlement
          Rate, as applicable,  immediately  after such  adjustment  pursuant to
          paragraph  (1),  (2),  (3), (4), (5), (6), (7) or (10) of this Section
          5.6(a) and the  denominator of which shall be the  Settlement  Rate or
          Early  Settlement  Rate,  as  applicable,   immediately   before  such
          adjustment;  provided,  that if such adjustment to the Settlement Rate
          or Early  Settlement  Rate,  as  applicable,  is  required  to be made
          pursuant  to the  occurrence  of any of  the  events  contemplated  by
          paragraph  (1), (2), (3), (4), (5), (7) or (10) of this Section 5.6(a)
          during  the  period  taken  into  consideration  for  determining  the
          Applicable Market Value,  appropriate and customary  adjustments shall
          be  made  to  the  Settlement  Rate  or  Early   Settlement  Rate,  as
          applicable.

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

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

               In the event of

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

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

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

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

     each  share of Common  Stock  covered  by each  Forward  Purchase  Contract
     forming  a part of an Equity  Unit or  Stripped  Unit,  as the case may be,
     immediately  prior  to  such   Reorganization   Event  shall,   after  such
     Reorganization  Event,  be converted  for purposes of the Forward  Purchase
     Contract into the kind and amount of  securities,  cash and other  property
     receivable in such Reorganization  Event (without any interest thereon, and
     without any right to dividends or distributions thereon which have a record
     date that is prior to the Stock Purchase Date) per share of Common Stock by
     a holder of Common  Stock that (i) 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 (ii) failed to exercise his rights of election, if any,
     as to the kind or amount of securities,  cash and other property receivable
     upon  such  Reorganization  Event  (provided  that if the kind or amount of
     securities,  cash and other property  receivable  upon such  Reorganization
     Event is not the same for each share of Common Stock held immediately prior
     to such  Reorganization  Event by other  than a  Constituent  Person  or an
     Affiliate thereof and in respect of which such rights of election shall not
     have been exercised  ("Non-electing  Share"),  then for the purpose of this
     Section  the  kind and  amount  of  securities,  cash  and  other  property
     receivable upon such Reorganization  Event by each Non-electing Share shall
     be deemed to be the kind and amount so receivable  per share by a plurality
     of the  Non-electing  Shares).  On the Stock  Purchase Date, the Settlement
     Rate then in effect will be applied to the value on the Stock Purchase Date
     of  such  securities,  cash  or  other  property.  In the  event  of such a
     Reorganization  Event, the Person formed by such  consolidation,  merger or
     exchange or the Person which  acquires the assets of the Company or, in the
     event of a  liquidation  or  dissolution  of the Company,  the Company or a
     liquidating  trust  created in  connection  therewith,  shall  execute  and
     deliver to the Agent an agreement  supplemental  hereto  providing that the
     Holder of each  Outstanding  Unit shall have the  rights  provided  by this
     Section 5.6. Such  supplemental  agreement  shall  provide for  adjustments
     which,  for events  subsequent to the effective  date of such  supplemental
     agreement,  shall be as  nearly  equivalent  as may be  practicable  to the
     adjustments  provided for in this  Section.  The above  provisions  of this
     Section shall similarly apply to successive Reorganization Events.

Section 5.7 Notice of Adjustments and Certain Other Events.
-----------------------------------------------------------

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

               (i)  forthwith  compute the Settlement  Rate or Early  Settlement
                    Rate,  as  applicable,  and the  Applicable  Market Value in
                    accordance  with Section 5.6 and prepare and transmit to the
                    Agent an Officer's  Certificate setting forth the Settlement
                    Rate  and  the  Applicable   Market  Value,  the  method  of
                    calculation  thereof  in  reasonable  detail,  and the facts
                    requiring such  adjustment and upon which such adjustment is
                    based; and

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

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

Section 5.8 Termination Event; Notice.
--------------------------------------

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

Section 5.9 Early Settlement.
-----------------------------

          (a) Subject to and upon compliance with the provisions of this Section
     5.9, Forward Purchase  Contracts  underlying Equity Units or Stripped Units
     may,  at the  option  of the  Holder  thereof,  be  settled  early  ("Early
     Settlement") at any time not later than 10:00 a.m. on the seventh  Business
     Day immediately preceding the Stock Purchase Date. In order to exercise the
     right to effect  Early  Settlement  with  respect to any  Forward  Purchase
     Contracts,  the Holder of the  Certificate  evidencing  the related  Equity
     Units or Stripped Units, as the case may be, shall deliver such Certificate
     to the Agent at the  Corporate  Trust Office duly  endorsed for transfer to
     the Company or in blank with the form of  Election  to Settle  Early on the
     reverse  thereof duly completed and  accompanied by payment  payable to the
     Company in immediately  available funds in an amount (the "Early Settlement
     Amount")  equal to (A) the product of (i) the Stated  Amount of such Equity
     Units or Stripped Units, as the case may be,  multiplied by (ii) the number
     of Forward Purchase  Contracts with respect to which the Holder has elected
     to effect Early Settlement,  plus (B) if such delivery is made with respect
     to any  Forward  Purchase  Contracts  during the  period  from the close of
     business on any Record Date next  preceding any Payment Date to the opening
     of  business  on  such  Payment  Date,  an  amount  equal  to the  Contract
     Adjustment  Payments,  if any, payable on such Payment Date with respect to
     such Forward Purchase Contracts; provided that no payment shall be required
     pursuant to clause (B) of this  sentence if the Company  shall have elected
     to defer the Contract  Adjustment  Payments that would otherwise be payable
     on such  Payment  Date and  further  provided  that,  at that  time,  if so
     required by the United  States  federal  securities  laws,  a  registration
     statement is in effect and a prospectus is available covering the shares of
     the Common  Stock of the Company to be  delivered in respect of the Forward
     Purchase  Contracts  being settled.  Except as provided in the  immediately
     preceding  sentence and subject to Section 5.2(d), no payment or adjustment
     shall be made upon Early Settlement of any Forward Purchase Contract on any
     Contract  Adjustment  Payments accrued on such Forward Purchase Contract or
     on account of any  dividends  on the Common  Stock  issued  upon such Early
     Settlement.  If the foregoing requirements are first satisfied with respect
     to Forward  Purchase  Contracts  underlying  any Equity  Units or  Stripped
     Units, as the case may be, at or prior to 5:00 p.m., New York City time, on
     a Business Day, such day shall be the "Early  Settlement Date" with respect
     to such  Equity  Units or Stripped  Units,  as the case may be, 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 Equity Units or Stripped  Units, as the case may
     be, shall be the next succeeding Business Day.

          (b)  Holders  of  Equity  Units  may  settle  only in  units of 20 and
     integral  multiples  of 20.  If a  successful  remarketing  or a Tax  Event
     Redemption  has  occurred,  Holders  of  Stripped  Units may  effect  Early
     Settlement  pursuant  to this  Section 5.9 only in  integral  multiples  of
     32,000.

          (c) Upon Early  Settlement  of any  Forward  Purchase  Contract by the
     Holder of the related Equity Units or Stripped  Units,  as the case may be,
     the  Company  shall  issue,  and the Holder  shall be  entitled to receive,
     1.0187  shares of Common  Stock for each Equity  Unit or  Stripped  Unit on
     account of such Forward Purchase  Contract (the "Early  Settlement  Rate").
     The Early  Settlement  Rate shall be adjusted in the same manner and at the
     same time as the  Settlement  Rate is adjusted.  As promptly as practicable
     after Early Settlement of Forward Purchase Contracts in accordance with the
     provisions  of this Section 5.9, the Company  shall issue and shall deliver
     to the Agent at the Corporate Trust Office a certificate or certificates or
     book entry  interest for the full number of shares of Common Stock issuable
     upon such Early Settlement together with payment in lieu of any fraction of
     a share, as provided in Section 5.12.

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

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

          (f) In the event that Early  Settlement  is effected  with  respect to
     Forward  Purchase  Contracts  underlying  less than all the Equity Units or
     Stripped Units, as the case may be,  evidenced by a Certificate,  upon such
     Early   Settlement   the  Company   shall   execute  and  the  Agent  shall
     authenticate,  execute on behalf of the Holder  thereof  and deliver to the
     Holder thereof, at the expense of the Company, a Certificate evidencing the
     Equity  Units or  Stripped  Units,  as the case may be,  as to which  Early
     Settlement was not effected.

Section 5.10 Early Settlement Upon Merger.
------------------------------------------

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

          Each such notice shall contain:

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

               (ii) the date, which shall be on or one Business Day prior to the
                    Merger  Early  Settlement  Date,  by which the Merger  Early
                    Settlement right must be exercised;

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

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

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

          (b) To  exercise  a Merger  Early  Settlement  right,  a Holder  shall
     deliver to the Agent at the Corporate  Trust Office on or before 5:00 p.m.,
     New York City time on the date  specified in the notice the  Certificate(s)
     evidencing  the Equity  Units or Stripped  Units,  as the case may be, with
     respect to which the Merger Early  Settlement right is being exercised duly
     endorsed  for transfer to the Company or in blank with the form of Election
     to Settle Early on the reverse  thereof duly  completed and  accompanied by
     payment payable to the Company in immediately  available funds in an amount
     equal to the Early Settlement Amount less the amount of cash that otherwise
     would be deliverable by the Company or its successor upon settlement of the
     Forward  Purchase  Contract  in lieu of Common  Stock  pursuant  to Section
     5.4(b)  and as  described  in the  notice to  Holders  (the  "Merger  Early
     Settlement Amount").

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

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

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

Section 5.11 Charges and Taxes.
-------------------------------

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

Section 5.12 No Fractional Shares.
----------------------------------

     No  fractional  shares or scrip  representing  fractional  shares of Common
Stock shall be issued or delivered upon settlement on the Stock Purchase Date or
upon  Early  Settlement  or Merger  Early  Settlement  of any  Forward  Purchase
Contracts.  If Certificates  evidencing more than one Forward 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 Forward  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 Forward
Purchase Contracts on the applicable Settlement Date or upon Early Settlement or
Merger  Early  Settlement,  the  Company,  through the Agent,  shall make a cash
payment in respect of such  fractional  share in an amount equal to the value of
such  fractional  share times the  Applicable  Market  Value.  The Company shall
provide the Agent from time to time with sufficient funds to permit the Agent to
make all cash payments required by this Section 5.12 in a timely manner.

Section 5.13 Tax Treatment.
---------------------------

     The Company  covenants and agrees and each Holder, by purchasing the Equity
Units  agrees,  (i) to treat a Holder's  acquisition  of the Equity Units as the
acquisition of the Note and Forward  Purchase  Contract  constituting the Equity
Units,  (ii) to  treat a  Holder's  acquisition  of the  Stripped  Units  as the
acquisition of the Treasury Security and Forward Purchase Contract  constituting
the Stripped Unit, (iii) to treat each Holder as the owner of the related Notes,
Treasury Consideration,  Applicable Ownership Interest in the Treasury Portfolio
or Treasury  Securities,  as the case may be and (iv) to allocate  the  purchase
price of the Equity Unit between the Note and Forward  Purchase  Contract as $50
and $0, respectively.

                                   ARTICLE VI.
                                    REMEDIES

Section 6.1 Unconditional Right of Holders to Purchase Common Stock.
--------------------------------------------------------------------

          (a) The Holder of any Equity Units or Stripped  Units, as the case may
     be shall have the right,  which is absolute and  unconditional,  subject to
     the right of the Company to defer payment thereof  pursuant to Section 5.3,
     and to the  forfeiture of any Deferred  Contract  Adjustment  Payments upon
     Cash Settlement  pursuant to Section 5.2(d), upon Early Settlement pursuant
     to Section 5.9(a), upon Merger Early Settlement pursuant to Section 5.10 or
     upon the  occurrence of a  Termination  Event,  to receive  payment of each
     installment of the Contract  Adjustment  Payments,  if any, with respect to
     the Purchase Contract  constituting a part of such Equity Units or Stripped
     Units,  as the case may be, on the respective  Payment Date for such Equity
     Units or Stripped Units, as the case may be, and

          (b)  Subject to Section  5.6,  the Holder of any Units  shall have the
     right,  which is  absolute  and  unconditional,  to purchase  Common  Stock
     pursuant to the Forward Purchase Contract constituting a part of such Units
     and to  institute  suit for the  enforcement  of any such right to purchase
     Common Stock,  and such right shall not be impaired  without the consent of
     such Holder.

Section 6.2 Restoration of Rights and Remedies.
-----------------------------------------------

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

Section 6.3 Rights and Remedies Cumulative.
-------------------------------------------

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

Section 6.4 Delay or Omission Not Waiver.
-----------------------------------------

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

Section 6.5 Undertaking For Costs.
----------------------------------

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

Section 6.6 Waiver of Stay or Extension Laws.
---------------------------------------------

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

                                   ARTICLE VII
                                    THE AGENT

Section 7.1 Certain Duties, Rights and Immunities.
--------------------------------------------------

          (a) The Agent shall act as agent and  attorney-in-fact for the Holders
     of the Equity Units and Stripped  Units  hereunder  with such powers as are
     specifically vested in the Agent by the terms of this Agreement, the Pledge
     Agreement,  the  Remarketing  Agreement,  the Notes,  the Equity  Units and
     Stripped Units,  and any documents  evidencing them or related thereto (the
     "Transaction Documents"), together with such other powers as are reasonably
     incidental thereto. The Agent:

               (1)  shall  have  no  duties  or  responsibilities  except  those
                    expressly  set  forth in the  Transaction  Documents  and no
                    implied  covenants or obligations shall be inferred from any
                    Transaction Documents against the Agent, nor shall the Agent
                    be bound by the  provisions  of any  agreement  by any party
                    hereto beyond the specific terms hereof;

               (2)  shall  be  entitled  to  conclusively   rely  upon  (x)  any
                    certificate,  order,  judgment,  opinion,  notice  or  other
                    communication (including, without limitation, any thereof by
                    telephone  or  facsimile)  reasonably  believed  by it to be
                    genuine and correct and to have been signed or sent by or on
                    behalf  of the  proper  Person  or  Persons  (without  being
                    required to  determine  the  correctness  of any fact stated
                    therein),   (y)  the  truth  of  the   statements   and  the
                    correctness of the opinions expressed therein and (z) advice
                    and  statements of legal counsel and other experts  selected
                    by the Agent;

               (3)  shall in all  cases  be fully  protected  in  acting,  or in
                    refraining  from acting,  hereunder or under any Transaction
                    Documents  in  accordance  with  instructions  given  by the
                    Company or the  Holders in  accordance  herewith or with the
                    Transaction Documents;

               (4)  shall not be responsible  for any recitals  contained in any
                    Transaction   Document,  or  in  any  certificate  or  other
                    document  referred to or provided  for in, or received by it
                    under,  any  Transaction  Document  or the  Equity  Units or
                    Stripped Units, or for the value,  validity,  effectiveness,
                    genuineness,    enforceability   or   sufficiency   of   any
                    Transaction  Document  (other  than as against the Agent) or
                    the Equity  Units or  Stripped  Units or any other  document
                    referred  to or  provided  for  herein or therein or for any
                    failure  by the  Company,  any  Holder or any  other  Person
                    (except  the  Agent)  to  perform  any  of  its  obligations
                    hereunder or thereunder or for the perfection,  priority or,
                    except as expressly  required hereby,  existence,  validity,
                    perfection or maintenance of any security  interest  created
                    under the Pledge Agreement, or for the use or application by
                    the  Company  of the  proceeds  in  respect  of the  Forward
                    Purchase Contracts;

               (5)  shall not be required to initiate or conduct any  litigation
                    or collection proceedings hereunder;

               (6)  shall not be responsible  for any action taken or omitted to
                    be taken by it hereunder or under the Transaction  Documents
                    or any other document or instrument  referred to or provided
                    for  herein  or  therein  or  in   connection   herewith  or
                    therewith,  except  for its own  negligence,  bad  faith  or
                    willful misconduct; and

               (7)  shall not be  required  to advise any party as to selling or
                    retaining,  or taking or  refraining  from taking any action
                    with respect to, the Equity Units or Stripped Units or other
                    rights under any Transaction Document.

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

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

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

               (3)  in no event  shall the Agent be  required  to expend or risk
                    its own funds or otherwise incur any financial  liability in
                    the performance of any of its duties hereunder.

          (c) In no event shall the Agent or its  officers,  employees or agents
     be liable for any special, indirect, individual,  punitive or consequential
     loss or damages,  lost profits or loss of business,  arising in  connection
     with any Transaction  Document,  whether or not the likelihood of such loss
     or damage was known to the Agent, and regardless of the form of action.

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

          (e) The  Agent  is  authorized  to  execute  and  deliver  the  Pledge
     Agreement and the Remarketing  Agreement and any supplement  thereto in its
     capacity  as  Agent.  The Agent  shall be  entitled  to all of the  rights,
     privileges,  immunities  and  indemnities  contained in this Agreement with
     respect to any duties of the Agent under,  or actions taken,  omitted to be
     taken or suffered by the Agent pursuant to the Pledge Agreement.

          (f) The Agent  shall have no  liability  whatsoever  for the action or
     inaction of any Clearing  Agency or any book-entry  system  thereof.  In no
     event shall any Clearing Agency or any book-entry  system thereof be deemed
     an agent or subcustodian of the Agent.

          (g) The Agent  shall not be  responsible  or liable for any failure or
     delay in the performance of its obligations under any Transaction  Document
     arising out of or caused,  directly or indirectly,  by circumstances beyond
     its reasonable control, including, without limitation, acts of God; acts of
     terrorism;   earthquakes;   fires;   floods;   wars;   civil  or   military
     disturbances;   sabotage;   epidemics;   riots;   interruptions,   loss  or
     malfunctions   of   utilities,   computer   (hardware   or   software)   or
     communications  service;  accidents;  labor  disputes;  acts  of  civil  or
     military  authority;  governmental  actions;  or inability to obtain labor,
     material, equipment or transportation.

Section 7.2 Notice of Default.
------------------------------

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

Section 7.3 Certain Rights of Agent.
------------------------------------

     Subject to the provisions of Section 7.1:

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

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

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

          (d) the Agent may consult with counsel of its selection 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;

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

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

          (g) the rights, privileges, protections, immunities and benefits given
     to the Agent,  including,  but not limited to, its right to be indemnified,
     are  extended  to,  and shall be  enforceable  by, the Agent in each of its
     capacities  hereunder,  and to each custodian and other person  employed to
     act hereunder;

          (h) the Agent shall not be charged  with  knowledge  of any default by
     the Company hereunder unless a Responsible  Officer of the Agent shall have
     received at the Corporate  Trust Office of the Agent written notice of such
     default; and

          (i) the permissive right of the Agent to do things  enumerated in this
     Agreement shall not be construed as a duty.

Section 7.4 Not Responsible For Recitals, Etc.
----------------------------------------------

     The recitals  contained herein,  in any other Transaction  Documents and in
the  Certificates  shall be taken as the statements of the Company and the Agent
assumes no responsibility for their accuracy. The Agent makes no representations
as to the  validity  or  sufficiency  of  either  this  Agreement  or any  other
Transaction  Documents.  The  Agent  shall  not be  accountable  for  the use or
application  by the Company of the  proceeds  in respect of the Equity  Units or
Stripped  Units or the Forward  Purchase  Contracts and shall not be responsible
for the perfection, priority or maintenance of any security interests created or
intended to be created under the Pledge Agreement.

Section 7.5 May Hold Equity Units and Stripped Units and Other Dealings.
------------------------------------------------------------------------

     Any  Registrar  or any  other  agent of the  Company,  or the Agent and its
Affiliates,  in their individual or any other capacity,  may become the owner or
pledgee of Equity Units or Stripped Units, as the case may be, and may otherwise
deal with the Company,  the  Collateral  Agent or any other Person with the same
rights it would have if it were not Registrar or such other agent, or the Agent.
The Agent and its  Affiliates  may  (without  having to account  therefor to the
Company or any Holder of Equity  Units or  Stripped  Units or holder of Separate
Notes)  accept  deposits  from,  lend money to,  make other  investments  in and
generally  engage  in any kind of  banking,  trust or  other  business  with the
Company, any Holder of Equity Units or Stripped Units and any holder of Separate
Notes (and any of their respective subsidiaries or Affiliates) as if it were not
acting as the Agent and the Agent and its  Affiliates  may accept fees and other
consideration from the Company,  any Holder of Equity Units or Stripped Units or
any holder of Separate  Notes without having to account for the same to any such
Person.

Section 7.6 Money Held In Custody.
----------------------------------

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

Section 7.7 Compensation and Reimbursement.
-------------------------------------------

         The Company agrees:

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

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

          (c) to indemnify the Agent for, and to hold it harmless  against,  any
     loss, liability or reasonable  out-of-pocket 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 under the
     other Transaction  Documents,  including the costs and expenses  (including
     reasonable  fees and expenses of counsel) of defending  itself  against any
     claim,  whether asserted by the Company,  a Holder or any other Person,  or
     liability  in  connection  with the exercise or  performance  of any of its
     powers or duties under the Transaction Documents.  The Agent shall promptly
     notify the  Company  of any third  party  claim  which may give rise to the
     indemnity  hereunder and give the Company the opportunity to participate in
     the  defense of such  claim with  counsel  reasonably  satisfactory  to the
     indemnified  party,  and no such claim shall be settled without the written
     consent of the Company,  which consent shall not be unreasonably  withheld,
     provided  that any  failure  to give any such  notice  shall not affect the
     obligation  of the  Company  under this  Section.  The  provisions  of this
     Section  7.7  shall  survive  the  termination  of any and all  Transaction
     Documents,  the  satisfaction  or discharge of the Equity Units or Stripped
     Units  and/ or the  Separate  Notes or the  resignation  or  removal of the
     Agent.

Section 7.8 Corporate Agent Required; Eligibility.
--------------------------------------------------

     There shall at all times be an Agent hereunder which shall be a corporation
organized and doing business under the laws of the United States of America, any
State  thereof  or the  District  of  Columbia,  authorized  under  such laws to
exercise  corporate  trust  powers,  having (or being a member of a bank holding
company having) a combined capital and surplus of at least $500,000,000, subject
to supervision or examination by federal or state authority and having (or being
a member of a bank  holding  company  having) a  Corporate  Trust  Office in the
Borough  of  Manhattan,  the City of New York,  if there be such a  corporation,
qualified  and  eligible  under this  Article and  willing to act on  reasonable
terms.  If such  corporation  publishes  reports of condition at least annually,
pursuant  to  law  or to the  requirements  of  said  supervising  or  examining
authority,  then for the  purposes of this  Section,  the  combined  capital and
surplus  of such  corporation  shall be deemed to be its  combined  capital  and
surplus as set forth in its most recent report of condition so published.  If at
any time the Agent shall cease to be eligible in accordance  with the provisions
of this Section,  it shall resign  immediately in the manner and with the effect
hereinafter specified in this Article.

Section 7.9 Resignation and Removal; Appointment of Successor.
--------------------------------------------------------------

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

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

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

          (d) If at any time:

               (1)  the  Agent  has a  "conflicting  interest"  (as  defined  in
                    Section  310(b)  of the TIA)  and  fails  to  eliminate  the
                    conflicting interest or resign pursuant to Section 310(b) of
                    the TIA upon written  request  therefor by the Company or by
                    any Holder who has been a bona fide  Holder of a Unit for at
                    least six months,  as if this  Agreement  were an  indenture
                    qualified  under the TIA, as if the Equity Units or Stripped
                    Units were in default  and as if such  default  had not been
                    cured or waived within the  applicable  period under Section
                    310(b) of the TIA; or

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

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

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

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

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

Section 7.10 Acceptance of Appointment By Successor.
----------------------------------------------------

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

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

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

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

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

Section 7.12 Preservation of Information; Communications to Holders.
--------------------------------------------------------------------

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

          (b) If three or more  Holders  (herein  referred  to as  "Applicants")
     apply in writing to the Agent,  and furnish to the Agent  reasonable  proof
     that each such applicant has owned Equity Units or Stripped  Units,  as the
     case may be, 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 Equity Units or Stripped  Units, as the case may be,
     and is  accompanied  by a copy of the form of proxy or other  communication
     which such Applicants propose to transmit, then the Agent shall mail to all
     the  Holders  copies of the form of proxy or other  communication  which is
     specified in such request, with reasonable promptness after a tender to the
     Agent of the materials to be mailed and of payment,  or  provision,  in the
     absence of bad faith,  satisfactory  to the Agent for the  payment,  of the
     reasonable expenses of such mailing.

Section 7.13 Failure to Act.
----------------------------

     In the event of any ambiguity in the provisions of any Transaction Document
or any dispute  between or conflicting  claims by or among the parties hereto or
any other  Person,  the Agent  shall be  entitled,  after  prompt  notice to the
Company and the Holders of Equity Units and Stripped  Units, at its sole option,
to refuse to comply with any and all such  claims,  demands or  instructions  so
long as such dispute or conflict shall  continue,  and the Agent shall not be or
become liable in any way to any of the parties hereto for its failure or refusal
to comply with such conflicting claims, demands or instructions. The Agent shall
be entitled to refuse to act until either (i) such conflicting or adverse claims
or  demands  shall  have  been  finally  determined  by  a  court  of  competent
jurisdiction  or  settled  by  agreement  between  the  conflicting  parties  as
evidenced in a writing,  reasonably satisfactory to the Agent, or (ii) the Agent
shall have  received  security or an indemnity  reasonably  satisfactory  to the
Agent  sufficient to save the Agent  harmless from and against any and all loss,
liability  or  reasonable  out-of-pocket  expense  which  the Agent may incur by
reason of its acting without bad faith,  willful misconduct or gross negligence.
The Agent may in addition elect to commence an interpleader action or seek other
judicial  relief or orders  as the  Agent  may deem  necessary.  Notwithstanding
anything  contained  herein to the contrary,  the Agent shall not be required to
take any action  that is in its  opinion  contrary to law or to the terms of any
Transaction  Document,  or which would in its  opinion  subject it or any of its
officers, employees or directors to liability.

Section 7.14 No Obligations of Agent.
-------------------------------------

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

Section 7.15 Tax Compliance.
----------------------------

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

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

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

                                 ARTICLE VIII.
                             SUPPLEMENTAL AGREEMENTS

Section 8.1 Supplemental Agreements Without Consent of Holders.
---------------------------------------------------------------

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

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

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

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

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

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

          (f) to permit the  substitution by Holders of designated  Company debt
     instruments for the Pledged Notes as Collateral under this Agreement.

Section 8.2 Supplemental Agreements With Consent of Holders.
------------------------------------------------------------

          (a) With the consent of the Holders of not less than a majority of the
     outstanding Forward Purchase Contracts voting together as one class, by Act
     of said Holders  delivered to the Company and the Agent, the Company,  when
     authorized by a Board Resolution, and the Agent may enter into an agreement
     or agreements  supplemental hereto, in form satisfactory to the Company and
     the  Agent,  for the  purpose of  modifying  in any manner the terms of the
     Forward  Purchase  Contracts,  or the  provisions of this  Agreement or the
     rights of the Holders in respect of the Equity  Units and  Stripped  Units;
     provided,  that,  except  as  contemplated  herein,  no  such  supplemental
     agreement shall, without the consent of the Holder of each Outstanding Unit
     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 Forward
                    Purchase Contract unless not adverse to Holders,  impair the
                    right of the  Holder of any  Forward  Purchase  Contract  to
                    receive  distributions on the related  Collateral (except as
                    provided  in  Section  8.1(f)  and  except for the rights of
                    Holders  of  Equity   Units  to   substitute   the  Treasury
                    Securities   for  the  Pledged   Notes,   Pledged   Treasury
                    Consideration or Pledged  Applicable  Ownership  Interest in
                    the Treasury Portfolio, or the rights of holders of Stripped
                    Units   to   substitute   Notes  or   appropriate   Treasury
                    Consideration  or  Applicable   Ownership  Interest  in  the
                    Treasury  Portfolio for the Pledged Treasury  Securities) or
                    otherwise adversely affect the Holder's rights in or to such
                    Collateral;

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

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

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

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

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

     provided,  that if any  amendment  or  proposal  referred  to  above  would
     adversely affect only the Equity Units or the Stripped Units, then only the
     affected class of Holder as of the record date for the Holders  entitled to
     vote  thereon will be entitled to vote on such  amendment or proposal,  and
     such amendment or proposal  shall not be effective  except with the consent
     of Holders of not less than a majority or 100% of such  class,  as the case
     may be;  provided  further,  however,  that no  agreement,  whether with or
     without the consent of Holders shall affect Section 3.16.

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

Section 8.3 Execution of Supplemental Agreements.
-------------------------------------------------

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

Section 8.4 Effect of Supplemental Agreements.
----------------------------------------------

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

Section 8.5 Reference to Supplemental Agreements.
-------------------------------------------------

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

                                  ARTICLE IX.
                    CONSOLIDATION, MERGER, SALE OR CONVEYANCE

Section 9.1 Company May Consolidate, Etc., Only on Certain Terms.
-----------------------------------------------------------------

     The Company  shall not  consolidate  with or merge into any other Person or
convey, transfer or lease its properties and assets substantially as an entirety
to any Person, unless:

          (a) the Person formed by such  consolidation or into which the Company
     is merged or the Person which acquires by conveyance, transfer or lease the
     properties and assets of the Company  substantially as an entirety shall be
     a corporation,  partnership,  limited liability company or trust,  shall be
     organized  and  validly  existing  under the laws of the  United  States of
     America,  any State thereof or the District of Columbia and shall expressly
     assume every covenant of this Agreement,  the Forward  Purchase  Contracts,
     the Notes,  the Remarketing  Agreement and the Pledge Agreement on the part
     of the Company to be  performed  or  observed  by one or more  supplemental
     agreements in form reasonably  satisfactory to the Agent and the Collateral
     Agent, executed and delivered to the Agent and the Collateral Agent by such
     Person;

          (b) immediately  after giving effect to such  transaction,  no default
     under this  Agreement,  the Forward  Purchase  Contracts,  the  Remarketing
     Agreement or the Pledge  Agreement  shall have happened and be  continuing;
     and

          (c) the Company has  delivered to the Agent an  Officers'  Certificate
     and an Opinion of Counsel,  each stating that such  consolidation,  merger,
     conveyance,  transfer or lease and such  supplemental  agreement(s)  comply
     with this Section 9.1 and that all conditions precedent herein provided for
     relating to such transaction have been complied with.

     This  Section 9.1 shall not apply to any merger or  consolidation  in which
     the Company is the surviving corporation.

Section 9.2 Successor Substituted.
----------------------------------

          (a) Upon any  consolidation  with or  merger of the  Company  into any
     other Person,  or any  conveyance,  transfer or lease of the properties and
     assets of the  Company  substantially  as an entirety  in  accordance  with
     Section 9.1, the  successor  Person  formed by such  consolidation  or into
     which the Company is merged or to which such conveyance,  transfer or lease
     is made shall succeed to, and be  substituted  for, and may exercise  every
     right and power of, the Company under this  Agreement  with the same effect
     as if such  successor  Person had been  named as the  Company  herein,  and
     thereafter,  except in the case of a lease, the predecessor Person shall be
     relieved of all obligations and covenants under this Agreement, the Forward
     Purchase Contracts, the Notes, the Units, the Remarketing Agreement and the
     Pledge Agreement.

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

                                   ARTICLE X.
                                    COVENANTS

Section 10.1 Performance Under Forward Purchase Contracts.
----------------------------------------------------------


     The Company  covenants  and agrees for the benefit of the Holders from time
to time of the Equity Units and Stripped  Units that it will duly and punctually
perform its obligations under the Forward Purchase  Contracts in accordance with
the terms of the Forward Purchase  Contracts and this Agreement.  In the case of
Early  Settlement  pursuant  to  Section  5.9,  if  the  United  States  federal
securities laws so require, the Company will use commercially reasonable efforts
to (i) have in effect a  registration  statement  covering  the shares of Common
Stock to be delivered in respect of the Forward Purchase Contracts being settled
and (ii) provide a prospectus in connection therewith,  in each case that may be
used in connection with such Early Settlement.

Section 10.2 Maintenance of Office or Agency.
---------------------------------------------

          (a) The Company will maintain in the Borough of Manhattan, The City of
     New York an  office  or  agency  where  Certificates  may be  presented  or
     surrendered  for payment of Contract  Adjustment  Payments,  acquisition of
     shares of Common Stock upon settlement of the Forward Purchase Contracts on
     any  Settlement  Date 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 Equity  Units and where  notices  and  demands to or upon the Company in
     respect of the Equity Units and Stripped  Units and this  Agreement  may be
     served.  The Company  will give prompt  written  notice to the Agent of the
     location,  and any change in the location,  of such office or agency. If at
     any time the Company  shall fail to maintain  any such  required  office or
     agency or shall fail to furnish  the Agent with the address  thereof,  such
     presentations, surrenders, notices and demands may be made or served at the
     Corporate  Trust Office,  Office of the Agent in The City of New York,  and
     the  Company  hereby  appoints  the Agent as its agent to receive  all such
     presentations, surrenders, notices and demands.

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

Section 10.3 Company to Reserve Common Stock.
---------------------------------------------

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

Section 10.4 Covenants as to Common Stock.
------------------------------------------

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

Section 10.5 Statements of Officer of the Company as to Default.
----------------------------------------------------------------

     The  Company  will  deliver to the Agent,  within 120 days after the end of
each fiscal year of the  Company  ending  after the date  hereof,  an  Officer's
Certificate,  stating whether or not to the best knowledge of the signer thereof
the Company is in default in the performance and observance of any of the terms,
provisions  and  conditions  hereof,  and if the  Company  shall be in  default,
specifying  all such  defaults  and the nature and status  thereof of which such
officer may have knowledge.

Section 10.6 ERISA.
-------------------

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

                            [SIGNATURE PAGES FOLLOW]

<PAGE>


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



                               AMERICAN ELECTRIC POWER COMPANY, INC.



                               By:              /s/ A. A. Pena
                                      Name:         A. A. Pena
                                      Title:        Treasurer



<PAGE>




                               THE BANK OF NEW YORK,
                               as Forward Purchase Contract Agent

                               By:            /s/ Terence Rawlins
                                      Name:       Terence Rawlins
                                      Title:      Vice President





<PAGE>

                                    EXHIBIT A
                        FORM OF EQUITY UNITS CERTIFICATE

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

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

                   (Form of Face of Equity Units Certificate)

No. ______________                                       CUSIP No. ____________

Number of Equity Units____________

     This Equity  Units  Certificate  certifies  that [For  inclusion  in Global
Certificates  only -- Cede & Co.] is the  registered  Holder  of the  number  of
Equity  Units set forth above [For  inclusion in Global  Certificates  only - or
such other  number of Equity  Units  reflected  in the  Schedule of Increases or
Decreases in Global Certificates  attached hereto].  Each Equity Unit represents
(i) either (a)  beneficial  ownership by the Holder of one 5.75% Senior Note Due
August 16, 2007 (the "Note") of American  Electric  Power  Company,  Inc., a New
York  corporation  (the "Company")  having a principal amount of $50, subject to
the Pledge of such Note by such Holder pursuant to the Pledge Agreement,  or (b)
if the Note has been remarketed by the  Remarketing  Agent (or if the Holder has
elected not to have the Note  remarketed  by  delivering  the  Opt-out  Treasury
Consideration specified by the Remarketing Agent), the Agent-purchased  Treasury
Consideration,  subject to the  Pledge of such  Treasury  Consideration  by such
Holder pursuant to the Pledge  Agreement,  or (c) if a Tax Event  Redemption has
occurred, the Applicable Ownership Interest in the Treasury Portfolio subject to
the Pledge of such  Applicable  Ownership  Interest  in the  Treasury  Portfolio
pursuant to the Pledge  Agreement,  and (ii) the rights and  obligations  of the
Holder under one Forward  Purchase  Contract with the Company.  All  capitalized
terms used herein which are defined in the Forward Purchase  Contract  Agreement
have the meaning set forth therein.

     Pursuant  to the  Pledge  Agreement,  the Note,  the  appropriate  Treasury
Consideration or the Applicable Ownership Interest in the Treasury Portfolio, as
the case may be, constituting part of each Equity Unit evidenced hereby has been
pledged to the Collateral  Agent, for the benefit of the Company,  to secure the
obligations of the Holder under the Forward Purchase Contract  comprising a part
of such Equity Unit.

     The Pledge  Agreement  provides that all payments in respect of the Pledged
Notes,  Pledged Treasury  Consideration or Pledged Applicable Ownership Interest
in the Treasury  Portfolio received by the Collateral Agent shall be paid by the
Collateral  Agent  by wire  transfer  in same day  funds  (i) in the case of (A)
quarterly  cash  distributions  on Equity  Units which  include  Pledged  Notes,
Pledged Treasury  Consideration or Pledged Applicable  Ownership Interest in the
Treasury  Portfolio  and (B) any  payments  in respect  of the  Notes,  Treasury
Consideration or Applicable Ownership Interest in the Treasury Portfolio, as the
case may be,  that have been  released  from the Pledge  pursuant  to the Pledge
Agreement,  to the Agent to the account  designated by the Agent,  no later than
10:00 a.m.,  New York City time, on the Business Day such payment is received by
the Collateral Agent (provided that in the event such payment is received by the
Collateral  Agent on a day that is not a Business  Day or after  9:00 a.m.,  New
York City time, on a Business Day, then such payment shall be made no later than
9:30 a.m., New York City time, on the next succeeding  Business Day) and (ii) in
the  case  of  payments  in  respect  of any  Pledged  Notes,  Pledged  Treasury
Consideration  or  Pledged   Applicable   Ownership  Interest  in  the  Treasury
Portfolio,  as the case may be,  to be paid  upon  settlement  of such  Holder's
obligations to purchase Common Stock under the Forward Purchase Contract, to the
Company on the Stock  Purchase Date (as defined  herein) in accordance  with the
terms  of  the  Pledge  Agreement,   in  full  satisfaction  of  the  respective
obligations  of the  Holders of the Equity  Units of which such  Pledged  Notes,
Pledged Treasury  Consideration or Pledged Applicable  Ownership Interest in the
Treasury  Portfolio,  as the case may be, are a part under the Forward  Purchase
Contracts forming a part of such Equity Units. Quarterly distributions on Equity
Units which include Pledged Notes,  Pledged  Treasury  Consideration  or Pledged
Applicable  Ownership  Interest in the Treasury  Portfolio,  as the case may be,
which are payable  quarterly  in arrears on February  16, May 16,  August 16 and
November 16, each year,  commencing  August 16, 2002 (a "Payment Date"),  shall,
subject  to  receipt  thereof  by the Agent  from the  Collateral  Agent (if the
Collateral Agent is the registered  owner thereof),  be paid by the Agent to the
Person in whose name this Equity  Units  Certificate  (or a  Predecessor  Equity
Units Certificate) is registered at the close of business on the Record Date for
such Payment Date.

     Each Forward  Purchase  Contract  evidenced  hereby obligates the Holder of
this Equity Units  Certificate  to purchase,  and the Company to sell, on August
16,  2005 (the "Stock  Purchase  Date"),  at a price  equal to $50 (the  "Stated
Amount"),  a number of newly issued shares of common stock,  $6.50 par value per
share ("Common Stock"),  of the Company,  equal to the Settlement Rate unless on
or prior to the Stock  Purchase  Date there  shall have  occurred a  Termination
Event or a Cash  Settlement,  Early  Settlement or Merger Early  Settlement with
respect to the Equity Units of which such Forward  Purchase  Contract is a part,
all as  provided  in the  Forward  Purchase  Contract  Agreement  and more fully
described on the reverse hereof.  The Purchase Price (as defined herein) for the
shares of Common  Stock  purchased  pursuant to each Forward  Purchase  Contract
evidenced hereby, if not paid earlier,  shall be paid on the Stock Purchase Date
by  application of payments  received in respect of the Pledged  Notes,  Pledged
Treasury  Consideration or Pledged Applicable Ownership Interest in the Treasury
Portfolio,  as the case may be, pledged to secure the  obligations of the Holder
under such Forward Purchase  Contract in accordance with the terms of the Pledge
Agreement.

     Payments  on the  Notes,  the  appropriate  Treasury  Consideration  or the
Applicable  Ownership  Interest in the Treasury  Portfolio,  as the case may be,
will be  payable  at the  Office of the Agent in The City of New York or, at the
option of the  Company,  by check  mailed to the address of the Person  entitled
thereto as such address appears on the Equity Units Register or by wire transfer
to an account  specified by such Person at least five Business Days prior to the
applicable Payment Date.

     The  Company  shall pay on each  Payment  Date in respect  of each  Forward
Purchase Contract forming part of an Equity Unit evidenced hereby an amount (the
"Contract  Adjustment  Payment")  equal to 3.50% per year of the Stated  Amount,
computed  on the basis of a 360-day  year of twelve  30-day  months,  subject to
deferral  at the  option of the  Company as  provided  in the  Forward  Purchase
Contract Agreement and more fully described on the reverse hereof (provided that
if any date on which a Contract  Adjustment Payment is to be made on the Forward
Purchase  Contracts  is not a  Business  Day,  then  payment  of  such  Contract
Adjustment  Payment payable on such date will be made on the next succeeding day
which is a Business  Day,  and no interest or payment will be paid in respect of
such delay,  except  that if such next  succeeding  Business  Day is in the next
succeeding  calendar  year,  then such payment  will be made on the  immediately
preceding Business Day). Such Contract  Adjustment  Payments shall be payable to
the Person in whose name this Equity Units Certificate (or a Predecessor  Equity
Units Certificate) is registered at the close of business on the Record Date for
such Payment Date.

     Contract  Adjustment Payments will be payable at the Office of the Agent in
The City of New York or, at the option of the  Company,  by check  mailed to the
address of the Person  entitled  thereto as such  address  appears on the Equity
Units  Register or by wire transfer to the account  designated to the Agent by a
prior written notice by such Person  delivered at least five Business Days prior
to the  applicable  Payment  Date.  Reference  is  hereby  made  to the  further
provisions set forth on the reverse hereof,  which further  provisions shall for
all purposes have the same effect as if set forth at this place.

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


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


                               AMERICAN ELECTRIC POWER COMPANY, INC.


                               By:    _____________________________________
                                      Name:
                                      Title:



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

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


                               By:  __________________________________________
                                    Authorized Signatory



                      AGENT'S CERTIFICATE OF AUTHENTICATION

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

                                 THE BANK OF NEW YORK,
                                 as Forward Purchase Contract Agent


Dated: June 11, 2002             By: ___________________________________
                                     Authorized Signatory



<PAGE>


                  (Form of Reverse of Equity Units Certificate)

     Each Forward  Purchase  Contract  evidenced hereby is governed by a Forward
Purchase Contract  Agreement,  dated as of June 11, 2002 (as may be supplemented
from time to time,  the  "Forward  Purchase  Contract  Agreement"),  between the
Company and The Bank of New York, as Forward Purchase  Contract Agent (including
its successors thereunder, herein called the "Agent"), to which Forward Purchase
Contract Agreement and supplemental  agreements thereto reference is hereby made
for a description of the respective rights, limitations of rights,  obligations,
duties and immunities  thereunder of the Agent, the Company, and the Holders and
of the terms  upon  which the  Equity  Units  Certificates  are,  and are to be,
executed and delivered.

     Each Forward  Purchase  Contract  evidenced  hereby obligates the Holder of
this Equity Units Certificate to purchase, and the Company to sell, on the Stock
Purchase Date at a price equal to $50 (the "Purchase Price"), a number of shares
of Common Stock of the Company equal to the Settlement Rate, unless, on or prior
to the Stock Purchase Date, there shall have occurred a Termination  Event or an
Early Settlement, Merger Early Settlement or Cash Settlement with respect to the
Units of which such Forward Purchase  Contract is a part. The "Settlement  Rate"
is equal to (a) if the  Applicable  Market  Value (as defined  below) is greater
than or equal to $49.08 (the "Threshold  Appreciation Price"),  1.0187 shares of
Common Stock per Forward Purchase  Contract,  (b) if the Applicable Market Value
is less than the Threshold  Appreciation  Price but is greater than $40.90,  the
number of shares of Common  Stock per  Forward  Purchase  Contract  equal to the
Stated Amount of the related Equity Units divided by the Applicable Market Value
and (c) if the Applicable  Market Value is less than or equal to $40.90,  1.2225
shares of Common Stock per Forward  Purchase  Contract,  in each case subject to
adjustment as provided in the Forward Purchase Contract Agreement. No fractional
shares of Common  Stock  will be issued  upon  settlement  of  Forward  Purchase
Contracts, as provided in the Forward Purchase Contract Agreement.

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

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

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

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

     In accordance with the terms of the Forward  Purchase  Contract  Agreement,
the Holder of this Equity Units Certificate shall pay the Purchase Price for the
shares of Common  Stock  purchased  pursuant to each Forward  Purchase  Contract
evidenced hereby (i) by effecting a Cash Settlement,  Early Settlement or Merger
Early  Settlement,  (ii) by application  of payments  received in respect of the
Pledged  Treasury  Consideration  acquired from the proceeds of a remarketing of
the related Pledged Notes underlying the Equity Units represented by this Equity
Units  Certificate,  (iii) if the Holder has elected not to  participate  in the
remarketing,  by  application  of  payments  received  in respect of the Pledged
Treasury  Consideration  deposited  by such  Holder in respect  of such  Forward
Purchase  Contract,  or (iv) if a Tax Event Redemption has occurred prior to the
successful  remarketing of the Notes,  by  application  of payments  received in
respect of the Pledged  Applicable  Ownership Interest in the Treasury Portfolio
purchased by the  Collateral  Agent on behalf of the Holder of this Equity Units
Certificate.  If, as provided in the Forward Purchase Contract  Agreement,  upon
the occurrence of the Last Failed  Remarketing,  the Collateral  Agent,  for the
benefit of the Company,  exercises its rights as a secured creditor with respect
to the Pledged Notes related to this Equity Units  Certificate,  any accrued and
unpaid  interest on such Pledged Notes will become payable by the Company to the
Holder of this  Equity  Units  Certificate  in the  manner  provided  for in the
Forward Purchase Contract Agreement.

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

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

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

     A Holder of Stripped  Units may  reestablish  Equity Units by delivering to
the Collateral  Agent Notes in exchange for the release of the Pledged  Treasury
Securities  in  accordance  with the  terms  of the  Forward  Purchase  Contract
Agreement and the Pledge Agreement.

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

     The Company shall have the right,  at any time prior to the Stock  Purchase
Date,  to defer the payment of any or all of the  Contract  Adjustment  Payments
otherwise  payable on any Payment  Date,  but only if the Company shall give the
Holders  and  the  Agent  written  notice  of its  election  to  defer  Contract
Adjustment Payments as provided in the Forward Purchase Contract Agreement.  Any
Contract  Adjustment Payments so deferred shall, to the extent permitted by law,
bear additional  Contract  Adjustment  Payments thereon at the rate of 5.75% per
year  (computed  on the  basis  of a  360-day  year of  twelve  30-day  months),
compounding on each succeeding  Payment Date,  until paid in full (such deferred
installments  of  Contract  Adjustment  Payments,  if  any,  together  with  the
additional Contract Adjustment  Payments,  if any, accrued thereon, are referred
to herein as the "Deferred  Contract  Adjustment  Payments").  Deferred Contract
Adjustment  Payments,  if any, shall be due on the next succeeding  Payment Date
except to the extent that payment is deferred  pursuant to the Forward  Purchase
Contract  Agreement.  No Contract  Adjustment Payments may be deferred to a date
that is after the Stock Purchase Date and no such deferral  period may end other
than on a Payment Date.

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

     In the event the  Company  exercises  its  option to defer the  payment  of
Contract  Adjustment  Payments,  then,  until the Deferred  Contract  Adjustment
Payments have been paid, the Company shall not declare or pay dividends on, make
distributions  with  respect  to, or  redeem,  purchase  or  acquire,  or make a
liquidation  payment  with  respect  to, any of its Common  Stock other than (i)
purchases,  redemptions or  acquisitions of shares of Common Stock in connection
with any employment contract,  benefit plan or other similar arrangement with or
for the benefit of  employees,  officers  or  directors  or a stock  purchase or
dividend   reinvestment  plan,  or  the  satisfaction  by  the  Company  of  its
obligations  pursuant to any  contract or security  outstanding  on the date the
Company exercises its rights to defer the Contract Adjustment Payments;  (ii) as
a result of a reclassification of the Company's Capital Stock or the exchange or
conversion  of one  class  or  series  of for  another  class or  series  of the
Company's Capital Stock; (iii) the purchase of fractional interests in shares of
any series of the Company's  Common Stock pursuant to the conversion or exchange
provisions  of such Common Stock or the security  being  converted or exchanged;
(iv) dividends or  distributions in any series of the Company's Common Stock (or
rights to acquire Common Stock) or  repurchases,  acquisitions or redemptions of
Common Stock in connection with the issuance or exchange of any series of Common
Stock  (or  securities  convertible  into  or  exchangeable  for  shares  of the
Company's  Common Stock);  or (v)  redemptions,  exchanges or repurchases of any
rights outstanding under a shareholder rights plan or the declaration or payment
thereunder  of a dividend or  distribution  of or with  respect to rights in the
future.

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

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

     The Holder of this Equity  Units  Certificate,  by its  acceptance  hereof,
authorizes  the Agent to enter into and  perform the  related  Forward  Purchase
Contracts forming part of the Equity Units evidenced hereby on its behalf as its
attorney-in-fact,  expressly  withholds  any  consent to the  assumption  (i.e.,
affirmance) of the Forward  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  of the Forward  Purchase
Contracts,  covenants and agrees to perform such Holder's obligations under such
Forward Purchase  Contracts,  consents to the provisions of the Forward Purchase
Contract Agreement,  irrevocably  authorizes the Agent to enter into and perform
the Pledge Agreement on such Holder's behalf as  attorney-in-fact,  and consents
to and agrees to be bound by the Pledge of the Notes or the appropriate Treasury
Consideration or Applicable Ownership Interest in the Treasury Portfolio, as the
case may be,  underlying  this Equity Units  Certificate  pursuant to the Pledge
Agreement,  provided, that upon a Termination Event, the rights of the Holder of
such Units under the Forward Purchase Contract may be enforced without regard to
any other rights or obligations.  The Holder further covenants and agrees, that,
to the  extent and in the  manner  provided  in the  Forward  Purchase  Contract
Agreement and the Pledge Agreement,  but subject to the terms thereof,  payments
in respect of the  Pledged  Notes,  Pledged  Treasury  Consideration  or Pledged
Applicable Ownership Interest in the Treasury Portfolio,  as the case may be, to
be paid upon  settlement of such Holder's  obligations to purchase  Common Stock
under the Forward Purchase Contract, shall be paid on the Stock Purchase Date by
the Collateral Agent to the Company in satisfaction of such Holder's obligations
under such Forward  Purchase  Contract  and such Holder shall  acquire no right,
title or interest in such payments.

     The Company and each Holder of an Equity Unit,  and each  Beneficial  Owner
thereof, by its acceptance thereof or of its interest therein, further agrees to
treat (i) the purchase of Equity Units as the purchase of a unit  consisting  of
the Forward Purchase Contract and the Note and to allocate the purchase price of
the Equity Unit  between the Note and the Forward  Purchase  Contract as $50 and
$0, respectively, and (ii) the holder as the owner of the applicable interest in
the Collateral Account,  including the related Notes, Treasury  Consideration or
Applicable Ownership Interest in the Treasury Portfolio, as the case may be.

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

     The Forward  Purchase  Contracts shall for all purposes be governed by, and
construed in accordance with, the laws of the State of New York,  without regard
to its principles of conflicts of laws. The Company,  the Agent and any agent of
the  Company or the Agent may treat the Person in whose name this  Equity  Units
Certificate is registered as the owner of the Equity Units evidenced  hereby for
the  purpose  of  receiving  quarterly  payments  on  the  Notes,  the  Treasury
Consideration or the Applicable Ownership Interest in the Treasury Portfolio, as
the case may be, receiving payments of Contract Adjustment Payments, if any, and
any Deferred Contract Adjustment  Payments,  performance of the Forward Purchase
Contracts  and for all other  purposes  whatsoever  (subject  to the Record Date
provisions  hereof),  whether or not any payments in respect  thereof be overdue
and  notwithstanding  any notice to the contrary,  and neither the Company,  the
Agent, nor any such agent shall be affected by notice to the contrary.

     The Forward 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  Forward  Purchase  Contract  Agreement  is  available  for
inspection by any Holder at the Corporate Trust Office.



<PAGE>


                                  ABBREVIATIONS

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

TEN COM -               as tenants in common
UNIF GIFT MIN ACT -     Custodian
                        (cust)              (minor)
                        Under Uniform Gifts to Minors Act
                                            (State)
TEN ENT -               as tenants by the entireties
JT TEN -                as joint tenants with right of survivorship
                        and not as tenants in common

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



<PAGE>


                                   ASSIGNMENT

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

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

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

the  within  Equity  Units  Certificate  and  all  rights   thereunder,   hereby
irrevocably constituting and appointing  ___________________________ attorney to
transfer said Equity Units  Certificate on the books of American  Electric Power
Company, Inc. with full power of substitution in the premises.

Dated: _________________________

Signature: _____________________________

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

Signature Guarantee: ___________________________.



<PAGE>


                             SETTLEMENT INSTRUCTIONS

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

Dated: ______________________               Signature: _________________________

                                            Signature Guarantee: _______________
                                            (if assigned to another person)

If shares are to be registered in the name of REGISTERED HOLDER 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  guarantee  of  Registered
Holder: your signature:

Name                                        Name

Address                                     Address

Social Security or other Taxpayer
Identification Number, if any


<PAGE>


                            ELECTION TO SETTLE EARLY

     The undersigned  Holder of this Equity Units Certificate hereby irrevocably
exercises the option to effect Early  Settlement in accordance with the terms of
the Forward  Purchase  Contract  Agreement with respect to the Forward  Purchase
Contracts  underlying the number of Equity Units  evidenced by this Equity Units
Certificate  specified  below.  The  option to effect  Early  Settlement  may be
exercised  only with respect to Forward  Purchase  Contracts  underlying  Equity
Units with an aggregate  Stated  Amount equal to $1,000 or an integral  multiple
thereof.  The  undersigned  Holder  directs  that a  certificate  or  book-entry
interest 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 Equity Units  Certificate  representing any Equity
Units  evidenced  hereby as to which Early  Settlement  of the  related  Forward
Purchase Contracts is not effected,  to the undersigned at the address indicated
below unless a different name and address have been indicated below. The Pledged
Notes,  Pledged Treasury  Consideration or Pledged Applicable Ownership Interest
in 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: _________________

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

If shares of Common Stock are to be        EGISTERED HOLDER
registered in the name of
and delivered to and Pledged Notes,        Please print name and address of
Pledged Treasury Consideration or          Registered Holder:
Pledged Applicable Ownership
Interest in 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:


Name                                        Name

Address                                     Address

Social Security or other Taxpayer
Identification Number, if any

     Transfer instructions for Pledged Notes, Pledged Treasury  Consideration or
the Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case
may be, transferable upon Early Settlement or a Termination Event:



<PAGE>
<TABLE>
<CAPTION>


                     (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:

<S>      <C>                   <C>                     <C>                       <C>
                                                          Stated Amount of the
         Amount of Decrease in  Amount of Increase in    Global Certificate
         Stated Amount of the   Stated Amount of the    Following Such Decrease        Signature of
 Date     Global Certificate     Global Certificate           or Increase          Authorized Signatory


</TABLE>
<PAGE>
                                    EXHIBIT B

                       FORM OF STRIPPED UNITS CERTIFICATE

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

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

                  (Form of Face of Stripped Units Certificate)

No.                                                      CUSIP No. ____________

Number of Stripped Units

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

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

     Each Forward  Purchase  Contract  evidenced  hereby obligates the Holder of
this Stripped  Units  Certificate  to purchase,  and the Company to sell, on the
Stock Purchase Date, at a price equal to $50 (the "Stated Amount"),  a number of
shares of common  stock,  $6.50 par  value per share  ("Common  Stock"),  of the
Company,  equal to the Settlement Rate, unless on or prior to the Stock Purchase
Date there  shall  have  occurred a  Termination  Event or an Early  Settlement,
Merger Early Settlement or Cash Settlement with respect to the Stripped Units of
which such Forward  Purchase  Contract is a part, all as provided in the Forward
Purchase Contract  Agreement and more fully described on the reverse hereof. The
Purchase  Price (as  defined  herein) for the shares of Common  Stock  purchased
pursuant  to each  Forward  Purchase  Contract  evidenced  hereby,  if not  paid
earlier,  shall be paid on the Stock  Purchase Date by  application  of payments
received in respect of the  Pledged  Treasury  Securities  pledged to secure the
obligations under such Forward Purchase Contract in accordance with the terms of
the Pledge Agreement.

     The  Company  shall pay on each  Payment  Date in respect  of each  Forward
Purchase  Contract  forming part of a Stripped Units evidenced  hereby an amount
(the  "Contract  Adjustment  Payments")  equal to 3.50%  per year of the  Stated
Amount, computed on the basis of a 360-day year of twelve 30-day months, subject
to deferral  at the option of the  Company as  provided in the Forward  Purchase
Contract Agreement and more fully described on the reverse hereof (provided that
if any date on which Contract  Adjustment Payments are to be made on the Forward
Purchase  Contracts  is  not a  Business  Day,  then  payment  of  the  Contract
Adjustment Payments payable on that date will be made on the next succeeding day
which is a Business  Day,  and no interest or payment will be paid in respect of
the  delay,  except  that if such next  succeeding  Business  Day is in the next
succeeding calendar year, such payment will be made on the immediately preceding
Business Day). Such Contract  Adjustment Payments shall be payable to the Person
in whose name this Stripped Units  Certificate (or a Predecessor  Stripped Units
Certificate)  is registered at the close of business on the Record Date for such
Payment Date.

     Contract Adjustment Payments,  if any, will be payable at the Office of the
Agent in the City of New York or, at the option of the Company,  by check mailed
to the address of the Person  entitled  thereto at such address as it appears on
the Stripped  Units  Register or by wire  transfer to the account  designated by
such  Person in  writing  at least five  Business  Days prior to the  applicable
Payment Date.

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

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



<PAGE>


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

                            AMERICAN ELECTRIC POWER COMPANY, INC.

                            By: ____________________________________
                                   Name:
                                   Title:

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

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


                            By: ____________________________________
                                  Authorized Signatory


<PAGE>


                      AGENT'S CERTIFICATE OF AUTHENTICATION

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

                                        THE BANK OF NEW YORK,
                                        as Forward Purchase Contract Agent


Dated: June 11, 2002                 By:_____________________________________
                                                 Authorized Signatory



<PAGE>


                     (Reverse of Stripped Units Certificate)

     Each Forward  Purchase  Contract  evidenced hereby is governed by a Forward
Purchase Contract  Agreement,  dated as of June 11, 2002 (as may be supplemented
from time to time,  the  "Forward  Purchase  Contract  Agreement"),  between the
Company and The Bank of New York, as Forward Purchase  Contract Agent (including
its successors thereunder, herein called the "Agent"), to which Forward Purchase
Contract Agreement and supplemental  agreements thereto reference is hereby made
for a description of the respective rights, limitations of rights,  obligations,
duties and immunities  thereunder of the Agent,  the Company and the Holders and
of the terms upon which the  Stripped  Units  Certificates  are,  and are to be,
executed and delivered.

     Each Forward  Purchase  Contract  evidenced  hereby obligates the Holder of
this Stripped  Units  Certificate  to purchase,  and the Company to sell, on the
Stock Purchase Date at a price equal to $50 (the "Purchase  Price"), a number of
shares of Common Stock of the Company equal to the Settlement Rate,  unless,  on
or prior to the Stock  Purchase  Date,  there shall have  occurred a Termination
Event or an Early  Settlement  or Merger  Early  Settlement  with respect to the
Stripped  Units  of  which  such  Forward  Purchase  Contract  is  a  part.  The
"Settlement  Rate" is equal to (a) if the  Applicable  Market  Value (as defined
below) is greater than or equal to $49.08 (the "Threshold  Appreciation Price"),
1.0187  shares  of  Common  Stock  per  Forward  Purchase  Contract,  (b) if the
Applicable  Market Value is less than the  Threshold  Appreciation  Price but is
greater than $40.90,  the number of shares of Common Stock per Forward  Purchase
Contract equal to the Stated Amount of the related Stripped Units divided by the
Applicable  Market Value and (c) if the Applicable  Market Value is less than or
equal $40.90,  1.2225 shares of Common Stock per Forward Purchase  Contract,  in
each case subject to  adjustment  as provided in the Forward  Purchase  Contract
Agreement.  No fractional  shares of Common Stock will be issued upon settlement
of Forward  Purchase  Contracts,  as provided in the Forward  Purchase  Contract
Agreement.

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

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

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

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

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

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

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

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

     The Company shall have the right,  at any time prior to the Stock  Purchase
Date,  to defer the payment of any or all of the  Contract  Adjustment  Payments
otherwise  payable on any Payment  Date,  but only if the Company shall give the
Holders  and  the  Agent  written  notice  of its  election  to  defer  Contract
Adjustment Payments as provided in the Forward Purchase Contract Agreement.  Any
Contract  Adjustment Payments so deferred shall, to the extent permitted by law,
bear additional  Contract  Adjustment  Payments thereon at the rate of 5.75% per
year  (computed  on the  basis  of a  360-day  year of  twelve  30-day  months),
compounding on each succeeding  Payment Date,  until paid in full (such deferred
installments  of  Contract  Adjustment  Payments,  if  any,  together  with  the
additional Contract Adjustment  Payments,  if any, accrued thereon, are referred
to herein as the "Deferred  Contract  Adjustment  Payments").  Deferred Contract
Adjustment  Payments,  if any, shall be due on the next succeeding  Payment Date
except to the extent that payment is deferred  pursuant to the Forward  Purchase
Contract  Agreement.  No Contract  Adjustment Payments may be deferred to a date
that is after the Stock Purchase Date and no such deferral  period may end other
than on a Payment Date.

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

     In the event the  Company  exercises  its  option to defer the  payment  of
Contract  Adjustment  Payments,  then,  until the Deferred  Contract  Adjustment
Payments have been paid, the Company shall not declare or pay dividends on, make
distributions  with  respect  to, or  redeem,  purchase  or  acquire,  or make a
liquidation  payment  with  respect  to, any of its Common  Stock other than (i)
purchases,  redemptions or  acquisitions of shares of Common Stock in connection
with any employment contract,  benefit plan or other similar arrangement with or
for the benefit of  employees,  officers  or  directors  or a stock  purchase or
dividend   reinvestment  plan,  or  the  satisfaction  by  the  Company  of  its
obligations  pursuant to any  contract or security  outstanding  on the date the
Company exercises its rights to defer the Contract Adjustment Payments;  (ii) as
a result of a reclassification of the Company's Capital Stock or the exchange or
conversion  of one class or series of the  Company's  Capital  Stock for another
class or series of the Company's Capital Stock; (iii) the purchase of fractional
interests in shares of any series of the Company's  Common Stock pursuant to the
conversion  or exchange  provisions  of such Common Stock or the security  being
converted or exchanged;  (iv)  dividends or  distributions  in any series of the
Company's  Common  Stock (or rights to  acquire  Common  Stock) or  repurchases,
acquisitions  or redemptions of Common Stock in connection  with the issuance or
exchange  of any  series of  Common  Stock (or  securities  convertible  into or
exchangeable  for shares of the  Company's  Common  Stock;  or (v)  redemptions,
exchanges or repurchases of any rights  outstanding  under a shareholder  rights
plan or the  declaration or payment  thereunder of a dividend or distribution of
or with respect to rights in the future.

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

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

     The Holder of this Stripped Units  Certificate,  by its acceptance  hereof,
authorizes  the Agent to enter into and  perform the  related  Forward  Purchase
Contracts  forming part of the Stripped Units evidenced  hereby on its behalf as
its  attorney-in-fact,  expressly withholds any consent to the assumption (i.e.,
affirmance) of the Forward  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  of the Forward  Purchase
Contracts,  covenants and agrees to perform such Holder's obligations under such
Forward Purchase  Contracts,  consents to the provisions of the Forward Purchase
Contract Agreement,  irrevocably  authorizes the Agent to enter into and perform
the Pledge Agreement on such Holder's behalf as  attorney-in-fact,  and consents
to and agrees to be bound by the Pledge of the  Treasury  Securities  underlying
this Stripped Units Certificate pursuant to the Pledge Agreement, provided, that
upon a  Termination  Event,  the rights of the  Holder of such  Units  under the
Forward Purchase  Contract may be enforced without regard to any other rights or
obligations. The Holder further covenants and agrees, that, to the extent and in
the manner provided in the Forward  Purchase  Contract  Agreement and the Pledge
Agreement, but subject to the terms thereof,  payments in respect of the Pledged
Treasury Securities,  to be paid upon settlement of such Holder's obligations to
purchase Common Stock under the Forward Purchase Contract,  shall be paid on the
Stock Purchase Date by the Collateral  Agent to the Company in  satisfaction  of
such Holder's  obligations  under such Forward Purchase Contract and such Holder
shall acquire no right, title or interest in such payments.

     The Company  and each Holder of any  Stripped  Units,  and each  Beneficial
Owner thereof,  by its acceptance  thereof or of its interest  therein,  further
agrees to treat (i) the  formation  of Stripped  Units as the purchase of a unit
consisting  of the Purchase  Contract and the Treasury  Securities  and (ii) the
holder  as the  owner of the  applicable  interest  in the  Collateral  Account,
including the Treasury Securities.

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

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

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

     The Forward 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  Forward  Purchase  Contract  Agreement  is  available  for
inspection by any Holder at the Corporate Trust Office.



<PAGE>


                                  ABBREVIATIONS

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

TEN COM -               as tenants in common
UNIF GIFT MIN ACT -     Custodian
                        (cust) (minor)
                        Under Uniform Gifts to Minors Act
                        (State)
TEN ENT -               as tenants by the entireties
JT TEN -                as joint tenants with right of survivorship and
                        not as tenants in common

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



<PAGE>


                                   ASSIGNMENT

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

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

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

the  within  Stripped  Units  Certificate  and  all  rights  thereunder,  hereby
irrevocably constituting and appointing ____________________________ attorney to
transfer said Stripped Units Certificate on the books of American Electric Power
Company, Inc. with full power of substitution in the premises.

Dated: ______________________     Signature: ___________________________

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

Signature Guarantee: ________________________



<PAGE>


                             SETTLEMENT INSTRUCTIONS

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

Dated: ___________________        Signature: _________________________________

                                  Signature Guarantee: _______________________
                                               (if assigned to another person)

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

Name                                      Name


Address                                   Address


Social Security or other Taxpayer
Identification Number, if any


<PAGE>


                            ELECTION TO SETTLE EARLY

     The  undersigned   Holder  of  this  Stripped  Units   Certificate   hereby
irrevocably  exercises the option to effect Early  Settlement in accordance with
the terms of the Forward Purchase Contract Agreement with respect to the Forward
Purchase  Contracts  underlying the number of Stripped  Units  evidenced by this
Stripped  Units  Certificate   specified  below.  The  option  to  effect  Early
Settlement  may be  exercised  only with respect to Forward  Purchase  Contracts
underlying  Stripped Units with an aggregate Stated Amount equal to $1,000 or an
integral multiple thereof.  The undersigned Holder directs that a certificate or
book-entry  interest  for  shares of Common  Stock  deliverable  upon such Early
Settlement be registered in the name of, and delivered, together with a check in
payment for any fractional share and any Stripped Units Certificate representing
any Stripped Units evidenced  hereby as to which Early Settlement of the related
Forward  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: _________________________

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

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

Name                                          Name

Address                                       Address

Social Security or other Taxpayer
Identification Number, if any

     Transfer  instructions for Pledged Treasury  Securities  transferable  upon
Early Settlement or a Termination Event:



<PAGE>
<TABLE>
<CAPTION>


                     (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:
<S>    <C>                      <C>                     <C>                       <C>
                                                           Stated Amount of the
        Amount of Decrease in    Amount of Increase in     Global Certificate
        Stated Amount of the     Stated Amount of the        Following Such            Signature of
Date     Global Certificate       Global Certificate      Decrease or Increase     Authorized Signatory



</TABLE>
<PAGE>



                                    EXHIBIT C

                INSTRUCTION FROM FORWARD PURCHASE CONTRACT AGENT
                               TO COLLATERAL AGENT

The Bank of New York
101 Barclay Street
New York, New York 10286
Attention:  Corporate Trust Department

Re: Equity Units of American Electric Power Company, Inc. (the "Company")
-------------------------------------------------------------------------

     We hereby notify you in  accordance  with Section [4.1] [4.2] of the Pledge
Agreement,  dated  as of June 11,  2002,  (the  "Pledge  Agreement")  among  the
Company, you, as Collateral Agent,  Custodial Agent and Securities  Intermediary
and us, as  Forward  Purchase  Contract  Agent and as  attorney-in-fact  for the
holders of [Equity Units] [Stripped Units] from time to time, that the Holder of
Equity Units and  Stripped  Units  listed  below (the  "Holder")  has elected to
substitute [$_____ aggregate  principal amount of Treasury Securities (CUSIP No.
_____________)]  [$_______  aggregate principal amount of Notes] in exchange for
the  related  [Pledged  Notes]  [Pledged  Treasury  Securities]  held  by you in
accordance  with the Pledge  Agreement and has delivered to us a notice  stating
that the  Holder  has  Transferred  [Treasury  Securities]  [Notes]  to you,  as
Collateral Agent. We hereby instruct you, upon receipt of such [Pledged Treasury
Securities]  [Pledged  Notes],  and  upon  the  payment  by such  Holder  of any
applicable fees, to release the [Notes]  [Treasury  Securities]  related to such
[Equity  Units]   [Stripped  Units]  to  us  in  accordance  with  the  Holder's
instructions.  Capitalized  terms  used  herein but not  defined  shall have the
meaning set forth in the Pledge Agreement.

Date:  _____________________

                                      THE BANK OF NEW YORK,
                                      as Forward Purchase Contract Agent

                                      By: _________________________________
                                           Name:
                                           Title:

     Please print name and address of Registered  Holder  electing to substitute
[Treasury   Securities]  [Notes]  for  the  [Pledged  Notes]  [Pledged  Treasury
Securities]:

Name:

Social Security or other Taxpayer
Identification Number, if any:

Address:



<PAGE>
                                    EXHIBIT D

                 INSTRUCTION TO FORWARD PURCHASE CONTRACT AGENT

The Bank of New York,
as Forward Purchase Contract Agent
101 Barclay Street
New York, New York 10286
Attention: Corporate Trust Department
Telecopy:

Re: Equity Units of American Electric Power Company, Inc. (the "Company")
-------------------------------------------------------------------------

     The  undersigned  Holder  hereby  notifies you that it has delivered to The
Bank  of  New  York,  as  Collateral  Agent,   Custodial  Agent  and  Securities
Intermediary  [$_______ aggregate principal amount of Treasury Securities (CUSIP
No. ______________)]  [$_______ aggregate principal amount of Notes] in exchange
for the  related  [Pledged  Notes]  [Pledged  Treasury  Securities]  held by the
Collateral  Agent,  in  accordance  with  Section  [4.1]  [4.2]  of  the  Pledge
Agreement, dated June 11, 2002 (the "Pledge Agreement"),  among you, the Company
and the Collateral  Agent. The undersigned  Holder has paid the Collateral Agent
all applicable  fees relating to such exchange.  The  undersigned  Holder hereby
instructs  you to instruct the  Collateral  Agent to release to you on behalf of
the undersigned Holder the [Pledged Notes] [Pledged Treasury Securities] related
to such [Equity Units] [Stripped  Units].  Capitalized terms used herein but not
defined shall have the meaning set forth in the Pledge Agreement.

Date:  ___________________          Signature:_________________________________

                                    Signature Guarantee:_______________________

Please print name and address of Registered Holder:

Name:

Social Security or other Taxpayer Identification Number, if any:

Address:



<PAGE>


                                    EXHIBIT E

                            NOTICE TO SETTLE BY CASH

The Bank of New York,
as Forward Purchase Contract Agent
101 Barclay Street
New York, New York 10286
Attention: Corporate Trust Department
Telecopy: (212) 328-8243

Re: Equity Units of American Electric Power Company, Inc. (the "Company")
-------------------------------------------------------------------------

     The undersigned Holder hereby  irrevocably  notifies you in accordance with
Section 5.4 of the Forward Purchase Contract Agreement dated as of June 11, 2002
among the Company and  yourselves,  as Forward  Purchase  Contract  Agent and as
Attorney-in-Fact  for the Holders of the Forward Purchase  Contracts,  that such
Holder has elected to pay to the Collateral Agent, on or prior to 11:00 a.m. New
York City time,  on the seventh  Business Day  immediately  preceding  the Stock
Purchase  Date,  (in lawful money of the United States by [certified or cashiers
check  or]  wire  transfer,  in  each  case  in  immediately  available  funds),
$_________ as the Purchase Price for the shares of Common Stock issuable to such
Holder by the Company under the related Forward  Purchase  Contract on the Stock
Purchase Date. The  undersigned  Holder hereby  instructs you to notify promptly
the  Collateral  Agent of the  undersigned  Holder's  election to make such cash
settlement  with  respect  to the  Forward  Purchase  Contracts  related to such
Holder's Equity Units.

Dated:_____________                 __________________________________________
                                    Signature

                                    Signature Guarantee:_______________

Signatures must be guaranteed by an "eligible guarantor institution" meeting the
requirements  of  the  Registrar,   which  requirements  include  membership  or
participation in the Security Transfer Agent Medallion Program ("STAMP") or such
other  "signature  guarantee  program" as may be  determined by the Registrar in
addition  to,  or in  substitution  for,  STAMP,  all  in  accordance  with  the
Securities Exchange Act of 1934, as amended.

Please print name and address of Registered Holder:

Social Security or other Taxpayer Identification Number, if any:





</TEXT>
</DOCUMENT>
