S-3/A

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As filed with the Securities and Exchange Commission on December 6, 2001

Registration Nos. 333-74086 and 333-74086-01

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Amendment No. 1
to
FORM S-3
Registration Statement
under the
Securities Act of 1933

CINERGY CORP. (Exact name of registrant as specified in its charter)	CC FUNDING TRUST I (Exact name of registrant as specified in its charter)
Delaware (State or other jurisdiction of incorporation or organization)	Delaware (State or other jurisdiction of incorporation or organization)
31-1385023 (I.R.S. Employer Identification No.)	51-6524633 (I.R.S. Employer Identification No.)
139 East Fourth Street Cincinnati, OH 45202 (513) 287-1099 (Address, including zip code, and telephone number, including area code of registrant's principal executive offices)	139 East Fourth Street Cincinnati, OH 45202 (513) 287-1099 (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices)

Wendy L. Aumiller
Acting Treasurer
Cinergy Corp.
139 East Fourth Street
Cincinnati, OH 45202
(513) 287-1099
(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Bradley C. Arnett, Esq.
Senior Counsel
Cinergy Corp.
139 East Fourth Street
Cincinnati, OH 45202 Charles S. Whitman, III, Esq.
Deanna L. Kirkpatrick, Esq.
Davis Polk & Wardwell
450 Lexington Avenue
New York, NY 10017

   Approximate Date of Commencement of Proposed Sale to the Public: From time to time after the registration statement becomes effective, as determined by market and other conditions.

   If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. / /

   If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. /x/

   If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. / /

   If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. / /

   If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. / /

This Registrants hereby amend this Registration Statement on such date or dates as may be necessary to delay its Effective Date until the Registrants shall file a further Amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

EXPLANATORY NOTE

    This Amendment No. 1 to the Registration Statement is filed solely for the purpose of filing certain exhibits that have not been previously filed.

PART II.

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14.  Other Expenses of Issuance and Distribution.

Securities and Exchange Commission registration fee		$	200,000
Rating Agency fees			325,750
Printing expenses			100,000
Trustee fees and expenses			30,000
Legal fees and expenses			150,000
Accounting fees and expenses			42,500
Miscellaneous			31,750
	TOTAL	$	880,000

All of the above except the Securities and Exchange Commission registration fee are estimated.

Item 15.  Indemnification of Directors and Officers.

    As a Delaware corporation subject to the Delaware General Corporation Law, Cinergy Corp. is empowered by Section 145 of such law to indemnify officers and directors against certain expenses, liabilities and payments, as therein provided. Article VI of Cinergy Corp.'s By-Laws provides that Cinergy Corp. shall indemnify specified persons, including its officers and directors against liabilities under certain circumstances. Also, Article VI provides that Cinergy Corp. may purchase and maintain insurance on behalf of or for any director, officer, employee or agent for protection against certain liabilities or claims asserted against such persons. In addition, Article Sixth of Cinergy Corp.'s Certificate of Incorporation provides limits to the personal liability of its directors for breach of fiduciary duties to the fullest extent permitted by the Delaware General Corporation Law.

    The Registrant maintains an insurance policy covering its directors and officers against certain civil liabilities, including liabilities under the Securities Act.

    Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers, or persons controlling the Registrant pursuant to the foregoing provisions, the Registrant has been informed that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

    The Amended and Restated Declaration of Trust will provide for indemnification of the Delaware Trustee and each of the administrative trustees by Cinergy Corp. against any loss, damage, claims, liability, penalty or expense of any kind incurred by the trustees in connection with the performance of their duties or powers under the agreement in a manner reasonably believed by the trustee to be within the scope of its authority under the agreement, except that none of these trustees will be so indemnified for any loss, damage or claim incurred by reason of such trustee's gross negligence, bad faith or willful misconduct. Similarly, the agreement provides for indemnification of the Property Trustee, except that the Property Trustee is not indemnified from liability for its own negligent action, negligent failure to act or willful misconduct. Under the agreement, Cinergy Corp. agrees to advance those expenses incurred by any trustee in defending any such claim, demand, action, suit or proceeding.

Item 16.  Exhibits.

    Reference is made to the Exhibit Index filed herewith at page II-5, such Exhibit Index being incorporated in this Item 16 by reference.

II–1

Item 17.  Undertakings.

    The undersigned registrants hereby undertake:

(1)

To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

(i)

to include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

(ii)

To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective Registration Statement; and

(iii)

to include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement; provided, however, that (i) and (ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the registrants pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the Registration Statement.

(2)

That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3)

To remove from registration by means of post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(4)

That, for purposes of determining any liability under the Securities Act of 1933, each filing of Cinergy Corp.'s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 that is incorporated by reference in this Registration Statement shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

    Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrants pursuant to the provisions described under Item 15 above, or otherwise, the registrants have been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by a registrant of expenses incurred or paid by a director, officer or controlling person in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, such registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

II–2

SIGNATURES

    Pursuant to the requirements of the Securities Act of 1933, as amended, Cinergy Corp. certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Cincinnati, Ohio on the 6th day of December, 2001.

CINERGY CORP.   (Registrant)
By:	JAMES E. ROGERS* James E. Rogers Chairman of the Board, President and Chief Executive Officer

    Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.

Signatures	Title	Date
(i) Principal executive officer:
JAMES E. ROGERS* James E. Rogers	Chairman of the Board, President and Chief Executive Officer	December 6, 2001
(ii) Principal financial officer:
/s/ R. FOSTER DUNCAN R. Foster Duncan	Executive Vice President and Chief Financial Officer	December 6, 2001
(iii) Principal accounting officer:
/s/ BERNARD F. ROBERTS Bernard F. Roberts	Vice President and Comptroller	December 6, 2001
(iv) Majority of Directors:
JAMES K. BAKER*	Director	December 6, 2001
MICHAEL G. BROWNING*	Director	December 6, 2001
PHILLIP R. COX*	Director	December 6, 2001
GEORGE C. JUILFS*	Director	December 6, 2001
THOMAS E. PETRY*	Director	December 6, 2001
JACKSON H. RANDOLPH*	Director	December 6, 2001
JAMES E. ROGERS*	Director	December 6, 2001
PHILLIP R. SHARP*	Director	December 6, 2001

*By:	/s/ WENDY L. AUMILLER
	Wendy L. Aumiller, Attorney-in-fact

II–3

SIGNATURES

    Pursuant to the requirements of the Securities Act of 1933, as amended, CC Funding Trust I certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Cincinnati, Ohio on the 6th day of December, 2001.

CC FUNDING TRUST I   (Registrant)
By:	CINERGY CORP., as Sponsor
By:	JAMES E. ROGERS* James E. Rogers Chairman of the Board, President and Chief Executive Officer

*By:	/s/ WENDY L. AUMILLER
	Wendy L. Aumiller, Attorney-in-fact

II–4

EXHIBIT INDEX

4.1	Certificate of Incorporation of Cinergy Corp. (filed as Exhibit 3-b to the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2001 and incorporated by reference herein)
4.2	By-Laws of Cinergy Corp. (filed as Exhibit 3-a to the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2001 and incorporated by reference herein)
4.3	Rights Agreement dated October 26, 2000, between Cinergy Corp. and The Fifth Third Bank, as rights agent (filed as Exhibit 1 to the Company's registration statement on Form 8-A filed with the Securities and Exchange Commission on October 16, 2000 and incorporated by reference herein)
4.4	Indenture dated September 12, 2001 between Cinergy Corp. and Fifth Third Bank, as trustee (the "Indenture") (filed as Exhibit 4-a to the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2001 and incorporated by reference herein)
4.5	Declaration of Trust of CC Funding Trust I*
4.6	Form of Amended and Restated Declaration of Trust
4.7	Certificate of Trust of CC Funding Trust I*
4.8	Form of Trust Preferred Security (included in Exhibit 4.6)
4.9	Form of Cinergy Corp. Preferred Securities Guarantee Agreement
4.10	Form of Purchase Contract Agreement
4.11	Form of Pledge Agreement
4.12	Form of Certificate of Designation
4.13	Specimen stock certificate representing common stock
4.14	Form of Stock Purchase Unit (included in the Form of Purchase Contract Agreement filed as Exhibit 4.10 hereto)
4.15	Form of Treasury Stock Purchase Unit (included in the Form of Purchase Contract Agreement filed as Exhibit 4.10 hereto)
5.1	Opinion of Davis Polk & Wardwell
5.2	Opinion of Richards, Layton & Finger, P.A.*
12.1	Computation of ratio of earnings to fixed charges and ratio of earnings to fixed charges and preferred stock dividends*
23.1	Consent of Arthur Andersen LLP*
23.2	Consent of Davis Polk & Wardwell (included in Exhibit 5.1)
23.3	Consent of Richards, Layton & Finger, P.A. (included in Exhibit 5.2)*

II–5

24.1	Power of Attorney for Cinergy Corp.*
24.2	Certified copy of a resolution of the Executive Committee of the Cinergy Corp. Board of Directors*
25.1	Statement of Eligibility and Qualification under the Trust Indenture Act of 1939 of Fifth Third Bank, as trustee under the Indenture, on Form T-1 (filed as Exhibit 25 to the Company's registration statement on Form S-3 filed with the Securities and Exchange Commission on July 26, 2001 and incorporated by reference herein)
25.2	Statement of Eligibility and Qualification under the Trust Indenture Act of 1939 of The Bank of New York, as property trustee, relating to CC Funding Trust I, on Form T-1*
25.3	Statement of Eligibility and Qualification under the Trust Indenture Act of 1939 of The Bank of New York, as guarantee trustee, relating to CC Funding Trust I, on Form T-1*

*

Previously filed

**

Cinergy Corp. will file as an exhibit to an amendment to this Registration Statement or to a Current Report on Form 8-K (i) any underwriting agreement, including any remarketing agreement, relating to securities offered hereby, (ii) the instruments setting forth the terms of any debt securities and (iii) any required opinion of counsel to Cinergy Corp. as to certain tax matters relative to securities offered hereby.

II–6

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EXPLANATORY NOTE
PART II. INFORMATION NOT REQUIRED IN PROSPECTUS
SIGNATURES
EXHIBIT INDEX

EX-4.6

                                                                 EXHIBIT 4.6

                                 FORM OF AMENDED

                                       AND

                                    RESTATED

                              DECLARATION OF TRUST




                                TABLE OF CONTENTS

                                                                                        
                                    ARTICLE 1
                         INTERPRETATION AND DEFINITIONS

SECTION 1.01.  INTERPRETATION AND DEFINITIONS.............................................   1

                                    ARTICLE 2
                               TRUST INDENTURE ACT

SECTION 2.01.  TRUST INDENTURE ACT; APPLICATION..........................................   13
SECTION 2.02.  LIST OF HOLDERS OF THE SECURITIES.........................................   13
SECTION 2.03.  REPORTS BY THE PROPERTY TRUSTEE...........................................   13
SECTION 2.04.  PERIODIC REPORTS TO THE PROPERTY TRUSTEE..................................   14
SECTION 2.05.  EVIDENCE OF COMPLIANCE WITH CONDITIONS PRECEDENT..........................   14

                                    ARTICLE 3
                                  ORGANIZATION

SECTION 3.01.  NAME AND ORGANIZATION.....................................................   14
SECTION 3.02.  OFFICE....................................................................   14
SECTION 3.03.  PURPOSE...................................................................   14
SECTION 3.04.  AUTHORITY.................................................................   15
SECTION 3.05.  TITLE TO PROPERTY OF THE TRUST............................................   15
SECTION 3.06.  POWERS AND DUTIES OF THE ADMINISTRATIVE TRUSTEES..........................   15
SECTION 3.07.  PROHIBITION OF ACTIONS BY THE TRUST AND THE TRUSTEES......................   17
SECTION 3.08.  POWERS AND DUTIES OF THE PROPERTY TRUSTEE.................................   19
SECTION 3.09.  CERTAIN DUTIES AND RESPONSIBILITIES OF THE PROPERTY TRUSTEE...............   20
SECTION 3.10.  CERTAIN RIGHTS OF PROPERTY TRUSTEE........................................   22
SECTION 3.11.  DELAWARE TRUSTEE..........................................................   25
SECTION 3.12.  INTENTIONALLY OMITTED.....................................................   25
SECTION 3.13.  NOT RESPONSIBLE FOR RECITALS OR ISSUANCE OF SECURITIES....................   25
SECTION 3.14.  DURATION OF TRUST.........................................................   25
SECTION 3.15.  MERGERS...................................................................   25
SECTION 3.16.  COMPENSATION AND REIMBURSEMENT............................................   27
SECTION 3.17.  PROPERTY TRUSTEE MAY FILE PROOFS OF CLAIM.................................   27
SECTION 3.18.  REGISTRATION STATEMENT AND RELATED MATTERS................................   28
SECTION 3.19.  BOOKS AND RECORDS.........................................................   28

                                    ARTICLE 4
                                   THE SPONSOR

SECTION 4.01.  RESPONSIBILITIES OF THE SPONSOR...........................................   28


                                       i


                                    ARTICLE 5
                      THE HOLDERS OF THE COMMON SECURITIES

SECTION 5.01.  [SUBORDINATED] NOTES ISSUER'S PURCHASE OF THE COMMON SECURITIES...........   29
SECTION 5.02.  COVENANTS OF THE [SUBORDINATED] NOTES ISSUER..............................   29
SECTION 5.03.  HOLDER OF THE COMMON SECURITIES...........................................   30
SECTION 5.04.  EXCHANGES.................................................................   30

                                    ARTICLE 6
                                  THE TRUSTEES

SECTION 6.01.  NUMBER OF TRUSTEES........................................................   31
SECTION 6.02.  DELAWARE TRUSTEE; ELIGIBILITY.............................................   31
SECTION 6.03.  PROPERTY TRUSTEE; ELIGIBILITY.............................................   32
SECTION 6.04.  QUALIFICATIONS OF THE ADMINISTRATIVE TRUSTEES GENERALLY...................   32
SECTION 6.05.  INITIAL ADMINISTRATIVE TRUSTEES...........................................   32
SECTION 6.06.  APPOINTMENT, REMOVAL AND RESIGNATION OF THE TRUSTEES......................   32
SECTION 6.07.  VACANCIES AMONG TRUSTEES..................................................   34
SECTION 6.08.  EFFECT OF VACANCIES.......................................................   34
SECTION 6.09.  MEETINGS..................................................................   35
SECTION 6.10.  DELEGATION OF POWER BY THE ADMINISTRATIVE TRUSTEES........................   35
SECTION 6.11.  MERGER, CONSOLIDATION, CONVERSION OR SUCCESSION TO BUSINESS...............   35

                                    ARTICLE 7
                             TERMS OF THE SECURITIES

SECTION 7.01.  GENERAL PROVISIONS REGARDING THE SECURITIES...............................   35
SECTION 7.02.  DISTRIBUTIONS.............................................................   38
SECTION 7.03.  REDEMPTION OF SECURITIES..................................................   40
SECTION 7.04.  REDEMPTION PROCEDURES.....................................................   40
SECTION 7.05.  VOTING RIGHTS OF THE PREFERRED SECURITIES.................................   42
SECTION 7.06.  VOTING RIGHTS OF THE COMMON SECURITIES....................................   45
SECTION 7.07.  PAYING AGENT..............................................................   46
SECTION 7.08.  LISTING...................................................................   47
SECTION 7.09.  TRANSFER OF THE SECURITIES................................................   47
SECTION 7.10.  MUTILATED, DESTROYED, LOST OR STOLEN CERTIFICATES.........................   48
SECTION 7.11.  DEEMED HOLDERS............................................................   48
SECTION 7.12.  GLOBAL CERTIFICATES.......................................................   48
SECTION 7.13.  REMARKETING...............................................................   50

                                    ARTICLE 8
                    DISSOLUTION AND TERMINATION OF THE TRUST

SECTION 8.01.  DISSOLUTION AND TERMINATION OF THE TRUST..................................   53
SECTION 8.02.  LIQUIDATION DISTRIBUTION UPON DISSOLUTION OF THE TRUST....................   54


                                      ii


                                    ARTICLE 9
 LIMITATION OF LIABILITY OF HOLDERS OF THE SECURITIES, THE DELAWARE TRUSTEE AND
                                     OTHERS

SECTION 9.01.  LIABILITY.................................................................   55
SECTION 9.02.  EXCULPATION...............................................................   56
SECTION 9.03.  FIDUCIARY DUTY............................................................   56
SECTION 9.04.  INDEMNIFICATION...........................................................   57
SECTION 9.05.  OUTSIDE BUSINESSES........................................................   58

                                   ARTICLE 10
                                   ACCOUNTING

SECTION 10.01.  FISCAL YEAR..............................................................   58
SECTION 10.02.  CERTAIN ACCOUNTING MATTERS...............................................   59
SECTION 10.03.  BANKING..................................................................   59
SECTION 10.04.  WITHHOLDING..............................................................   59

                                   ARTICLE 11
                             AMENDMENTS AND MEETINGS

SECTION 11.01.  AMENDMENTS...............................................................   60
SECTION 11.02.  MEETINGS OF THE HOLDERS OF THE SECURITIES; ACTION BY WRITTEN CONSENT.....   62

                                   ARTICLE 12
        REPRESENTATIONS OF THE PROPERTY TRUSTEE AND THE DELAWARE TRUSTEE

SECTION 12.01.  REPRESENTATIONS AND WARRANTIES OF THE PROPERTY TRUSTEE...................   63
SECTION 12.02.  REPRESENTATIONS AND WARRANTIES OF THE DELAWARE TRUSTEE...................   64

                                   ARTICLE 13
                                  MISCELLANEOUS

SECTION 13.01.  NOTICES..................................................................   64
SECTION 13.02.  GOVERNING LAW............................................................   66
SECTION 13.03.  INTENTION OF THE PARTIES.................................................   66
SECTION 13.04.  HEADINGS.................................................................   66
SECTION 13.05.  SUCCESSORS AND ASSIGNS...................................................   66
SECTION 13.06.  PARTIAL ENFORCEABILITY...................................................   66
SECTION 13.07.  COUNTERPARTS.............................................................   66




                                      iii


                             CROSS-REFERENCE TABLE*



Section of
Trust Indenture Act                                    Section of
of 1939, as amended                                    Declaration
- -------------------                                    ------------
                                                    
310(b)              ......................             6.03(c) & (d)
311(a)              ......................             2.02(b)
311(b)              ......................             2.02(b)
312(b)              ......................             2.02(b)
313                 ......................             2.03
313(d)              ......................             2.03
314                 ......................             2.04
314(a)              ......................             3.06(i)
314(c)              ......................             2.05
316(a)              ......................             7.05(j)-(l)
317(b)              ......................             3.08(h)


* This Cross-Reference Table does not constitute part of the Declaration and
shall not affect the interpretation of any of its terms or provisions.


                                      iv



                    AMENDED AND RESTATED DECLARATION OF TRUST

         This Amended and Restated Declaration of Trust of CC Funding Trust I
("Declaration"), dated as of ____________, 2001, by and among Cinergy Corp.,
a Delaware corporation, as Sponsor, [    ], [    ] and [    ], as the initial
Administrative Trustees, [    ], an [    ] banking corporation, as the initial
Property Trustee, and [    ], a Delaware statutory business trust, as the
initial Delaware Trustee, not in their individual capacities but solely as
Trustees, and the Holders, from time to time, of the Securities representing
undivided beneficial interests in the assets of the Trust, to be issued
pursuant to this Declaration.

         WHEREAS, certain of the Trustees and the Sponsor established CC
Funding Trust I (the "Trust"), a business trust under the Business Trust Act,
pursuant to a Declaration of Trust dated as of ___________, 2001, (the
"Original Declaration") and a Certificate of Trust (the "Certificate of
Trust") filed with the Secretary of State of the State of Delaware on
_____________, 2001; and

         WHEREAS, the sole purpose of the Trust shall be to issue, sell and
repurchase certain securities representing undivided beneficial interests in
the assets of the Trust, to invest the proceeds from such sales in the
[Subordinated] Notes issued by the [Subordinated] Notes Issuer, to enter into
certain agreements in connection therewith and to engage in only those
activities necessary or incidental thereto; and

         WHEREAS, the parties hereto, by this Declaration, amend and restate
each and every term and provision of the Original Declaration.

         NOW, THEREFORE, it being the intention of the parties hereto to
continue the Trust as a business trust under the Business Trust Act and that
this Declaration constitute the governing instrument of such business trust,
the trustees hereby declare that all assets contributed to the Trust be held
in trust for the benefit of the Holders, from time to time, of the Securities
representing undivided beneficial interests in the assets of the Trust issued
hereunder, subject to the provisions of this Declaration.


                                    ARTICLE 1
                         INTERPRETATION AND DEFINITIONS

         Section 1.01. INTERPRETATION AND DEFINITIONS. Unless the context
otherwise requires:

         (a) capitalized terms used in this Declaration but not defined in
the preamble above shall have the meanings assigned to them in this Section
1.01;

         (b) a term defined anywhere in this Declaration shall have the same
meaning throughout;

         (c) all references to "the Declaration" or "this Declaration" shall
be to this Declaration as modified, supplemented or amended from time to time;


                                      1



         (d) all references in this Declaration to Articles, Sections,
Recitals and Exhibits shall be to Articles and Sections of, or Recitals and
Exhibits to, this Declaration unless otherwise specified;

         (e) unless otherwise defined in this Declaration, a term defined in
the Trust Indenture Act, shall have the same meaning when used in this
Declaration; and

         (f) a reference to the singular shall include the plural and vice
versa, and a reference to any masculine form of a term shall include the
feminine or neuter form of a term, as applicable.

         (g) the following terms shall have the following meanings:

         "Administrative Trustee" shall mean any trustee of the Trust other
than the Property Trustee and the Delaware Trustee.

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

         "Applicable Ownership Interest" shall mean, with respect to a Stock
Purchase Unit that includes the Treasury Portfolio, (A) a 1/40, or 2.5%,
undivided beneficial ownership interest in a $1,000 face amount of a
principal or interest strip in a U.S. treasury security included in such
Treasury Portfolio that matures on or prior to _____________ and (B) for each
scheduled interest payment date on the [Subordinated] Notes after the Tax
Event Redemption Date, ______%, undivided beneficial ownership interest in a
$1,000 face amount of a principal or interest strip in a U.S. treasury
security included in such Treasury Portfolio that matures on or prior to such
date. Unless otherwise specified, references in this Declaration to the
"Applicable Ownership Interest of the Treasury Portfolio" shall have meaning
specified in clause (A) of this definition.

         "Applicable Principal Amount" shall mean either (A) if the Tax Event
Redemption Date occurs prior to the Purchase Contract Settlement Date, the
aggregate principal amount of the [Subordinated] Notes corresponding to the
aggregate stated liquidation amount of the Preferred Securities that are
components of the Stock Purchase Units on the Tax Event Redemption Date or
(B) if the Tax Event Redemption Date occurs on or after the Purchase Contract
Settlement Date, the aggregate principal amount of the [Subordinated] Notes
corresponding to the aggregate stated liquidation amount of the Preferred
Securities outstanding on such Tax Event Redemption Date.


                                      2



         "Applicable Spread" shall mean the spread determined as set forth
below, based on the prevailing rating of the senior notes of the
[Subordinated]Notes Issuer in effect at the close of business on the Business
Day immediately preceding the date of a Failed Remarketing:



              PREVAILING RATING                         SPREAD
              -----------------                         ------
                                                     
              AA/ "Aa"...........................            %
              A/ "a".............................            %
              BBB/ "Baa".........................            %
              Below BBB/ "Baa"...................            %


         For purposes of this definition, the "prevailing rating" of the
senior notes of the [Subordinated] Notes Issuer shall be:

                  (i) AA/ "Aa" if the senior notes of the [Subordinated] Notes
         Issuer have a credit rating of AA- or better by S&P and "Aa3" or better
         by Moody's or the equivalent of such ratings by such agencies or a
         substitute rating agency or substitute rating agencies selected by the
         Remarketing Agent (after consultation with the [Subordinated] Notes
         Issuer);

                  (ii) if not under clause (i) above, then A/"a" if the senior
         notes of the [Subordinated] Notes Issuer have a credit rating of A- or
         better by S&P and "A3" or better by Moody's or the equivalent of such
         ratings by such agencies or a substitute rating agency or substitute
         rating agencies selected by the Remarketing Agent (after consultation
         with the [Subordinated] Notes Issuer);

                  (iii) if not under clause (i) or (ii) above, then BBB/"Baa" if
         the senior notes of the [Subordinated] Notes Issuer have a credit
         rating of BBB- or better by S&P and "Baa3" or better by Moody's or the
         equivalent of such ratings by such agencies or a substitute rating
         agency or substitute rating agencies selected by the Remarketing Agent
         (after consultation with the [Subordinated] Notes Issuer); or

                  (iv) if not under clauses (i) through (iii) above, then Below
         BBB/"Baa."

         Notwithstanding the foregoing, (A) if (i) the credit rating of the
senior notes of the [Subordinated] Notes Issuer by S&P shall be on the
"Credit Watch" of S&P with a designation of "negative implications" or
"developing," or (ii) the credit rating of the senior notes of the
[Subordinated] Notes Issuer by Moody's shall be on the "Corporate Credit
Watch List" of Moody's with a designation of "downgrade" or "uncertain," or,
in each case, on any successor list of S&P or Moody's with a substitute
designation, the prevailing ratings of the senior notes of the [Subordinated]
Notes Issuer shall be deemed to be within a range one full level lower in the
above table than those actually assigned to the senior notes of the
[Subordinated] Notes Issuer by Moody's and S&P and (B) if the senior notes of
the [Subordinated] Notes Issuer are rated by only one rating agency on or
before the Remarketing Date, the prevailing rating shall at all times be
determined without reference to the rating of any other rating agency;
provided that if no such rating agency shall have in effect a rating for the
senior notes of the [Subordinated] Notes Issuer,


                                      3



and the Remarketing Agent is unable to identify a substitute rating agency or
rating agencies, as required above, the prevailing rating shall be Below BBB/
"baa."

         "Authorized Officer" of a Person shall mean any Person that is
authorized to bind such Person.

         "Beneficial Owner" shall mean, with respect to a Global Security, a
Person who is the beneficial owner of a book-entry interest in such Global
Security as reflected on the books of the Depositary or on the books of a
Person maintaining an account with such Depositary (directly as a Depositary
Participant or as an indirect participant, in each case in accordance with
the rules of such Depositary).

         "Business Day" shall mean any day other than a Saturday or Sunday or
a day on which banking institutions in the City of New York, New York, or
Cincinnati, Ohio are authorized or required by law or executive order to
remain closed, or a day on which the Indenture Trustee or the Property
Trustee, is closed for business.

         "Business Trust Act" shall mean Chapter 38 of Title 12 of the
Delaware Code, 12 Del. Code Section 3801 et seq., as it may be amended from
time to time, or any successor legislation.

         "Cash Settlement" shall have the meaning specified in the Purchase
Contract Agreement.

         "Certificate" shall mean a Common Security Certificate or a
Preferred Security Certificate.

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

         "Closing Date" shall mean the date on which the Preferred Securities
are initially issued and sold.

         "Code" shall mean the Internal Revenue Code of 1986, as amended from
time to time, or any successor legislation. A reference to a specific section
of the Code refers not only to such specific section but also to any
corresponding provision of any federal tax statute enacted after the date of
this Declaration, as such specific section or corresponding provision is in
effect on the date of application of the provisions of this Declaration
containing such reference.

         "Collateral Agent" shall mean [          ].

         "Commission" shall mean the Securities and Exchange Commission.

         "Common Securities" shall have the meaning specified in Section
7.01(a).

         "Common Security Certificate" shall mean a definitive certificate in
fully registered form representing a Common Security, substantially in the form
of Exhibit B hereto, with such


                                      4



changes and additions thereto or deletions therefrom as may be required by
ordinary usage, custom or practice.

         "Common Securities Purchase Agreement" shall mean the Common
Securities Purchase Agreement dated as of ___________, 2001 between the
Sponsor and the Trust.

         "Compounded Distributions" shall have the meaning specified in
Section 7.02(b).

         "Corporate Trust Office" shall mean the principal office of the
Property Trustee at which, at any particular time, its corporate trust
business shall be administered, which office at the date hereof is located at
[address], Attn: Corporate Trust Department.

         "Covered Person" shall mean (A) any officer, director, trustee,
shareholder, partner, member, representative, employee or agent of (i) the
Sponsor, (ii) any Affiliate of the Sponsor, (iii) the Trust or (iv) any
Affiliate of the Trust and (B) any Holder.

         "Delaware Trustee" shall have the meaning specified in Section 6.02.

         "Depositary" shall mean, with respect to Securities issuable in
whole or in part in the form of one or more Global Securities, a clearing
agency registered under the Exchange Act that is designated to act as
depositary for such Securities, and initially shall be The Depository Trust
Company.

         "Depositary Participant" shall mean a member of, or participant in,
the Depositary.

         "Direct Action" shall have the meaning specified in Section 3.08(e).

         "Distribution" shall mean a distribution payable to the Holders in
accordance with Section 7.02.

         "Exchange Act" shall mean 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.

         "Exchange Act Registration Statement shall have the meaning
specified in Section 4.01(d).

         "Failed Remarketing" shall have the meaning specified in Section
7.13(h).

         "Fiscal Year" shall have the meaning specified in Section 10.01.

         "Foreign Person" shall mean any Person that is not a United States
Person.

         "Global Certificate" shall have the meaning specified in Section
7.01(h).

         "Guarantee" shall mean the Guarantee Agreement, dated as of
________________, 2001, of the Sponsor, as may be amended from time to time,
in respect of the Preferred Securities.


                                      5



         "Holder" shall mean any holder of Securities, as registered on the
books and records of the Trust, such holder being a beneficial owner within
the meaning of the Business Trust Act, PROVIDED that in determining whether
the Holders of the requisite liquidation amount of Preferred Securities have
voted on any matter provided for in this Declaration, then for the purpose of
such determination only (and not for any other purpose hereunder), if the
Preferred Securities remain in the form of one or more Global Certificates
and if the Depositary has sent an omnibus proxy to the Depositary
Participants to whose accounts the Preferred Securities are credited on the
record date, the term "Holders" shall mean such Depositary Participants
acting at the direction of the Beneficial Owners.

         "Indemnified Person" shall mean any Trustee, any Affiliate of any
Trustee, any Paying Agent, any officers, directors, shareholders, members,
partners, employees, representatives or agents of any Trustee, Affiliate of a
Trustee or Paying Agent, or any officer, employee or agent of the Trust or
any of its Affiliates.

         "Indenture" shall mean the indenture dated as of
____________________, 2001, between the [Subordinated] Notes Issuer and the
Indenture Trustee (including the provisions of the Trust Indenture Act that
are deemed incorporated therein), as supplemented or amended from time to
time, pursuant to which the [Subordinated] Notes are to be issued.

         "Indenture Event of Default" shall have the meaning given to the
term "Event of Default" in the Indenture.

         "Indenture Trustee" shall mean [         ], in its capacity as trustee
under the Indenture, until a successor is appointed thereunder, and thereafter
shall mean such successor trustee.

         "Investment Company" shall mean an investment company as defined in
the Investment Company Act and the regulations promulgated thereunder.

         "Investment Company Act" shall mean the Investment Company Act of
1940, as amended from time to time, or any successor legislation.

         "Legal Action" shall have the meaning specified in Section 3.06(f).

         "Liquidation" shall have the meaning specified in Section 8.02(a).

         "Liquidation Distribution" shall have the meaning specified in
Section 8.02(d).

         "List of Holders" shall have the meaning specified in Section 2.02(a).

         "Majority in Liquidation Amount" shall mean, except as provided by
the Trust Indenture Act, Holders of outstanding Securities, voting together
as a single class, or, as the context may require, Holders of outstanding
Preferred Securities or Holders of the outstanding Common Securities, voting
separately as a class, who are the record owners of more than 50% of the
aggregate liquidation amount (including the stated amount that would be paid
on redemption, liquidation or otherwise, plus accumulated and unpaid
Distributions to the date upon which the


                                      6



voting percentages are determined) of all outstanding Securities, Preferred
Securities or Common Securities, as the case may be.

         "Maturity Date" shall mean ____________________.

         "Moody's" shall mean Moody's Investors Service, Inc.

         "New York Stock Exchange" shall mean the New York Stock Exchange,
Inc. or any successor thereto.

         "Officers' Certificate" shall mean, when delivered by the Trust, a
certificate signed by a majority of the Regular Trustees of the Trust and,
when delivered by the Sponsor, a certificate signed by (A) the Chairman of
the Board, President or a Vice President of the Sponsor and (B) the
Treasurer, Assistant Treasurer or Secretary of the Sponsor. Any Officers'
Certificate delivered with respect to compliance with a condition or covenant
provided for in this Declaration shall include, where applicable:

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

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

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

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

         ["Option Closing Date" shall mean the date of closing of any sale of
Preferred Securities issued pursuant to an over-allotment option granted to
the underwriters named in the Underwriting Agreement.]

         "Paying Agent" shall have the meaning specified in Section 7.07.

         "Payment Amount" shall have the meaning specified in Section 7.02(c).

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

         "Pledge Agreement" shall mean the Pledge Agreement dated as of
_____________, 2001 among Cinergy Corp., the Collateral Agent, [           ],
as Securities Intermediary, and the Purchase Contract Agent.


                                      7



         "Preferred Securities" shall have the meaning specified in Section
7.01(a).

         "Preferred Security Certificate" shall mean a definitive certificate
in fully registered form representing a Preferred Security, substantially in
the form of Exhibit A, with such changes and additions thereto or deletions
therefrom as may be required by ordinary usage, custom or practice.

         "Primary Treasury Dealer" shall mean a primary U.S. government
securities dealer in New York City.

         "Property Account" shall have the meaning specified in Section
3.08(c).

         "Property Trustee" shall mean the Trustee meeting the eligibility
requirements set forth in Section 6.03.

         "Pro Rata" shall mean pro rata to each Holder according to the
aggregate liquidation amount of the Securities held by such Holder in
relation to the aggregate liquidation amount of all Securities outstanding.

         "Purchase Contract" shall have the meaning specified in the Purchase
Contract Agreement.

         "Purchase Contract Agent" shall mean [                ].

         "Purchase Contract Agreement" shall mean the Purchase Contract
Agreement dated as of ____________, 2001 between Cinergy Corp., and [      ],
as Purchase Contract Agent.

         "Purchase Contract Settlement Date" shall mean _____________.

         "Quorum" shall mean a majority of the Administrative Trustees or, if
there are only two Administrative Trustees, both of them.

         "Quotation Agent" shall mean (A) _______________ and any respective
successor, provided that if _______________ or any respective successor
ceases to be a Primary Treasury Dealer, the Sponsor shall substitute another
Primary Treasury Dealer therefor or (B) any other Primary Treasury Dealer
selected by the Sponsor.

         "Redemption Amount" shall mean, for each [Subordinated] Note, the
product of the principal amount of such [Subordinated] Note and a fraction,
the numerator of which shall be the Treasury Portfolio Purchase Price and the
denominator of which shall be the Applicable Principal Amount.

         "Redemption/Distribution Notice" shall have the meaning specified in
Section 7.04(a).

         "Redemption Price" shall mean the amount for which the Securities
will be redeemed, which amount will equal the lesser of (i) the redemption
price paid by the [Subordinated] Notes Issuer to repay or redeem, in whole or
in part, the [Subordinated] Notes held by the Trust plus an


                                      8



amount equal to accumulated and unpaid Distributions on such Securities
through the date of their redemption or (ii) the amount received by the Trust
in respect of the [Subordinated] Notes so repaid or redeemed.

         "Remarketed Securities" shall mean (i) so long as the Trust has not
been dissolved, the Preferred Securities or (ii) if the Trust has been
dissolved, the [Subordinated] Notes.

         "Remarketing" shall mean the operation of the procedures for
remarketing specified in Section 7.13.

         "Remarketing Agent" shall mean ____________ or if the Remarketing
Agent is removed or resigns, any successor remarketing agent selected by the
Sponsor.

         "Remarketing Agreement" shall mean the Remarketing Agreement dated
as of ____________, 2001 among Cinergy Corp., the Trust and the Remarketing
Agent.

         "Remarketing Date" shall mean the third Business Day preceding
[     ].

         "Remarketing Settlement Date" shall mean the date, if any, on which
the settlement of the Remarketed Securities has occurred through the normal
settlement procedures in effect at such time of the Depositary or any
successor Depositary.

         "Reset Rate" shall mean the distribution rate per annum, as
determined by the Remarketing Agent, that results from the Remarketing
pursuant to Section 7.13.

         "Responsible Officer" shall mean, with respect to the Property
Trustee, any officer with direct responsibility for the administration of
this Declaration and also shall mean, with respect to a particular corporate
trust matter, any other officer to whom such matter is referred due to that
officer's knowledge of and familiarity with the particular subject.

         "Rule 3a-7" shall mean Rule 3a-7 under the Investment Company Act or
any successor rule thereunder.

         "S&P" shall mean Standard & Poor's Ratings Services.

         "Scheduled Remarketing Settlement Date" shall mean the date, if any,
on which the settlement of the Remarketed Securities is scheduled to occur.

         "Securities" shall mean the Common Securities and the Preferred
Securities.

         "Securities Act" shall mean 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 Act Registration Statement" shall have the meaning
specified in Section 4.01(a).

         "Security Registrar" shall have the meaning specified in Section
7.09(a)(iii).


                                      9



         "66 2/3% in Liquidation Amount" shall mean Holders of outstanding
Securities, voting together as a single class, or, as the context may
require, Holders of outstanding Preferred Securities voting separately as a
class, who are the record owners of 66 2/3% or more of the aggregate
liquidation amount (including the stated amount that would be paid on
redemption, liquidation or otherwise, plus accumulated and unpaid
Distributions to the date upon which the voting percentages are determined)
of all outstanding Securities or Preferred Securities, as the case may be.

         "Sponsor" shall mean Cinergy Corp., a Delaware corporation, or any
successor entity in a merger, consolidation, or conveyance, transfer or lease
of its properties and assets substantially as an entirety, in its capacity as
sponsor of the Trust.

         "Stock Purchase Units" shall mean a security consisting of a unit
comprised of (A) a purchase contract under which the holder of the unit will
purchase from Cinergy Corp., for $25 in cash, a certain number of shares of
common stock, without par value, of Cinergy Corp., and (B) beneficial
ownership of a Preferred Security or [Subordinated] Note, or in certain
circumstances following the occurrence of a Tax Event, the appropriate
Applicable Ownership Interest of the Treasury Portfolio.

         "[Subordinated] Note Purchase Agreement" shall mean the
[Subordinated] Note Purchase Agreement dated as of ___________, 2001 between
the [Subordinated] Notes Issuer and the Trust.

         "[Subordinated] Notes" shall mean the series of [Subordinated] notes
to be issued by the [Subordinated] Notes Issuer under the Indenture and to be
purchased by the Trust and held by the Property Trustee.

         "[Subordinated] Notes Issuer" shall mean Cinergy Corp., a Delaware
corporation, or any successor entity in a merger, consolidation, or
conveyance, transfer or lease of its properties and assets substantially as
an entirety, in its capacity as issuer of the [Subordinated] Notes under the
Indenture.

         "Successor Delaware Trustee" shall have the meaning specified in
Section 6.06(b).

         "Successor Entity" shall have the meaning specified in Section
3.15(b)(i).

         "Successor Property Trustee" shall have the meaning specified in
Section 6.06(b).

         "Successor Security" shall have the meaning specified in Section
3.15(b)(i)(B).

         "Supermajority" shall have the meaning specified in Section
7.05(j)(ii).

         "Tax Event" shall mean the receipt by the Sponsor and the Trust of
an opinion of counsel, rendered by a law firm having a recognized national
tax practice, to the effect that, as a result of any amendment to, change in
or announced proposed change in the laws (or any regulations thereunder) of
the United States or any political subdivision or taxing authority thereof or
therein, or as a result of any official administrative decision,
pronouncement, judicial decision or action interpreting or applying such laws
or regulations, which amendment or change


                                      10



is effective or which proposed change, pronouncement, action or decision is
announced on or after the Closing Date, there is more than an insubstantial
increase in the risk that (i) the Trust is, or within 90 days of the date of
such opinion will be, subject to United States federal income tax with
respect to income received or accrued on the [Subordinated] Notes, (ii)
interest payable by the [Subordinated] Notes Issuer on the [Subordinated]
Notes is not, or within 90 days of the date of such opinion will not be,
deductible by the [Subordinated] Notes Issuer, in whole or in part, for
United States federal income tax purposes, or (iii) the Trust is, or within
90 days of the date of such opinion will be, subject to more than a de
minimis amount of other taxes, duties or other governmental charges.

         "Tax Event Redemption" shall mean that a Tax Event has occurred and
is continuing and the [Subordinated] Notes have been called for redemption
pursuant to the Indenture.

         "Tax Event Redemption Date" shall mean the date of the Tax Event
Redemption, if any, specified by the [Subordinated] Notes Issuer.

         "10% in Liquidation Amount" shall mean, except as provided by the
Trust Indenture Act, Holder(s) of outstanding Securities, voting together as
a single class, or, as the context may require, Holders of outstanding
Preferred Securities or Holders of outstanding Common Securities, voting
separately as a class, who are the record owners of 10% or more of the
aggregate liquidation amount (including the stated amount that would be paid
on redemption, liquidation or otherwise, plus accumulated and unpaid
Distributions to the date upon which the voting percentages are determined)
of all outstanding Securities, Preferred Securities or Common Securities, as
the case may be.

         "Termination Event" shall have the meaning set forth in Section 1.01
of the Purchase Contract Agreement.

         "Treasury Stock Purchase Units" shall mean a Stock Purchase Units
with respect to which Treasury Securities have been substituted for the
Preferred Securities or Applicable Ownership Interest of the Treasury
Portfolio component, as applicable.

         "Treasury Portfolio" shall mean, with respect to the Applicable
Principal Amount of [Subordinated] Notes, (A) if the Tax Event Redemption
Date occurs prior to the Purchase Contract Settlement Date, a portfolio of
zero-coupon U.S. treasury securities consisting of (i) principal or interest
strips of U.S. treasury securities that mature on or prior to the Purchase
Contract Settlement Date in an aggregate amount at maturity equal to the
Applicable Principal Amount and (ii) with respect to each scheduled interest
payment date on the [Subordinated] Notes that occurs after the Tax Event
Redemption Date but on or prior to the Purchase Contract Settlement Date,
principal or interest strips of U.S. treasury securities that mature on or
prior to such date in an aggregate amount at maturity equal to the aggregate
interest payment that would have been due on the Applicable Principal Amount
of the [Subordinated] Notes on such date, and (B) if the Tax Event Redemption
Date occurs on or after the Purchase Contract Settlement Date, a portfolio of
zero-coupon U.S. treasury securities consisting of (i) principal or interest
strips of U.S. treasury securities that mature on or prior to the Maturity
Date in an aggregate amount at maturity equal to the Applicable Principal
Amount and (ii) with respect to each scheduled interest payment date on the
[Subordinated] Notes that occurs after the Tax Event


                                      11



Redemption Date, principal or interest strips of U.S. treasury securities
that mature on or prior to such date in an aggregate amount at maturity equal
to the aggregate interest payment that would have been due on the Applicable
Principal Amount of the [Subordinated] Notes on such date.

         "Treasury Portfolio Purchase Price" shall mean the lowest aggregate
price quoted by a Primary Treasury Dealer to the Quotation Agent on the third
Business Day preceding the Tax Event Redemption Date for the purchase of the
Treasury Portfolio for settlement on the Tax Event Redemption Date.

         "Treasury Regulations" shall mean the income tax regulations,
including temporary and proposed regulations, promulgated under the Code by
the United States Department of the Treasury, as such regulations may be
amended from time to time (including corresponding provisions of succeeding
regulations).

         "Treasury Securities" shall mean zero-coupon U.S. Treasury
Securities (CUSIP Number ___________) with a principal amount at maturity
equal to $1,000 and maturing on ___________, the Business Day preceding the
Purchase Contract Settlement Date.

         "Trust Enforcement Event" in respect of the Securities shall mean
that an Indenture Event of Default has occurred and is continuing.

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

         "Trustee" or "Trustees" shall mean each Person that has signed this
Declaration as a trustee, so long as such Person continues in office in
accordance with the terms hereof, and all other Persons that from time to
time may be duly appointed, qualified and serving as Trustees in accordance
with the provisions hereof, and references herein to a Trustee or the
Trustees shall refer to such Person or Persons solely in their capacity as
trustees hereunder.

         "Two-Year Benchmark Treasury Rate" shall mean the bid side rate
displayed at 10:00 a.m., New York City time, on the third Business Day
immediately preceding the Purchase Contract Settlement Date for direct
obligations of the United States (which may be obligations traded on a
when-issued basis only) having a maturity comparable to the remaining term to
maturity of the [Subordinated] Notes, as agreed upon by the [Subordinated]
Notes Issuer and the Remarketing Agent in the Telerate system (or if the
Telerate system is (a) no longer available on the third Business Day
immediately preceding the Purchase Contract Settlement Date or (b) in the
opinion of the Remarketing Agent (after consultation with the [Subordinated]
Notes Issuer) no longer an appropriate system from which to obtain such rate,
such other nationally recognized quotation system as, in the opinion of the
Remarketing Agent (after consultation with the [Subordinated] Notes Issuer)
is appropriate.

         "United States Person" shall mean a United States person for United
States federal income tax purposes.

         "Underwriting Agreement" shall mean the Underwriting Agreement dated
as of ___________, 2001, among the Trust, the Sponsor and _____________, as
representatives of the several underwriters named therein.


                                      12



                                    ARTICLE 2
                               TRUST INDENTURE ACT

         Section 2.01.  TRUST INDENTURE ACT; APPLICATION.

         (a) This Declaration is subject to the provisions of the Trust
Indenture Act that are required to be part of this Declaration and, to the
extent applicable, shall be governed by such provisions.

         (b) The Property Trustee shall be the only Trustee that is a trustee
for the purposes of the Trust Indenture Act.

         (c) If and to the extent that any provision of this Declaration
conflicts with the duties imposed by Sections 310 to 317, inclusive, of the
Trust Indenture Act, such imposed duties of the Trust Indenture Act shall
control.

         (d) The application of the Trust Indenture Act to this Declaration
shall not affect the Trust's classification as a grantor trust for United
States federal income tax purposes and shall not affect the nature of the
Securities as equity securities representing undivided beneficial interests
in the assets of the Trust.

         Section 2.02.  LIST OF HOLDERS OF THE SECURITIES.

         (a) Each of the Sponsor and the Administrative Trustees on behalf of
the Trust shall provide the Property Trustee with a list of the names and
addresses of the Holders of the Securities in such form as the Property
Trustee may reasonably require ("List of Holders") (i) as of the record date
relating to the payment of any Distribution, at least one Business Day prior
to the date for payment of such Distribution, except while the Preferred
Securities are represented by one or more Global Certificates, and (ii) at
any other time, within 30 days of receipt by the Trust of a written request
from the Property Trustee for a List of Holders as of a date no more than 15
days before such List of Holders is provided to the Property Trustee. If at
any time the List of Holders does not differ from the most recent List of
Holders provided to the Property Trustee by the Sponsor and the
Administrative Trustees on behalf of the Trust, then neither the Sponsor nor
the Administrative Trustees shall be obligated to deliver such List of
Holders. The Property Trustee shall preserve, in as current a form as is
reasonably practicable, all information contained in Lists of Holders
provided to it or that it receives in its capacity as Paying Agent (if acting
in such capacity); PROVIDED that the Property Trustee may destroy any List of
Holders previously provided to it on receipt of a new List of Holders.

         (b) The Property Trustee shall comply with its obligations under,
and shall be entitled to the benefits of, Sections 311(a), 311(b) and 312(b)
of the Trust Indenture Act.

         Section 2.03.  REPORTS BY THE PROPERTY TRUSTEE.

         Within 60 days after __________ of each year (commencing with the
year of the first anniversary of the issuance of the Preferred Securities),
the Property Trustee shall provide to the Holders of the Preferred Securities
such reports as are required by Section 313 of the Trust Indenture Act, if
any, in the form and in the manner provided by Section 313 of the Trust


                                      13



Indenture Act. The Property Trustee also shall comply with the requirements
of Section 313(d) of the Trust Indenture Act. The Sponsor shall promptly
notify the Property Trustee when any Preferred Securities are listed for
trading on any stock exchange and of any delisting thereof.

         Section 2.04.  PERIODIC REPORTS TO THE PROPERTY TRUSTEE.

         Each of the Sponsor and the Administrative Trustees on behalf of the
Trust shall provide to the Property Trustee such documents, reports and
information as required by Section 314 of the Trust Indenture Act (if any)
and the compliance certificate required by Section 314 of the Trust Indenture
Act in the form, in the manner and at the times required by Section 314 of
the Trust Indenture Act. Compliance certificates required by Section
314(a)(4) of the Trust Indenture Act shall be delivered to the Property
Trustee annually on or before 120 days after the end of each fiscal year of
the Sponsor.

         Section 2.05.  EVIDENCE OF COMPLIANCE WITH CONDITIONS PRECEDENT.

         Each of the Sponsor and the Administrative Trustees on behalf of the
Trust shall provide to the Property Trustee such evidence of compliance with
any conditions precedent, if any, provided for in this Declaration that
relate to any of the matters set forth in Section 314(c) of the Trust
Indenture Act. Any certificate or opinion required to be given by an officer
pursuant to Section 314(c)(1) may be given in the form of an Officers'
Certificate.

                                    ARTICLE 3
                                  ORGANIZATION

         Section 3.01.  NAME AND ORGANIZATION.

         The Trust hereby continued is named "CC Funding Trust I," as such
name may be modified from time to time by the Administrative Trustees
following written notice to the Holders of the Securities. The Trust's
activities may be conducted under the name of the Trust or any other name
deemed advisable by the Administrative Trustees.

         Section 3.02.  OFFICE.

         The address of the principal office of the Trust is 139 East Fourth
Street, Cincinnati, OH 45202. On ten Business Days' written notice to the
Holders of the Securities, the Administrative Trustees may designate another
principal office.

         Section 3.03.  PURPOSE.

         The exclusive purposes and functions of the Trust are (a) to issue,
sell and repurchase the Securities, (b) to use the gross proceeds from such
sale to acquire the [Subordinated] Notes, (c) to enter into the Underwriting
Agreement, the Remarketing Agreement, the Common Securities Purchase
Agreement and the [Subordinated] Note Purchase Agreement and (d) except as
otherwise limited herein, to engage in only those other activities necessary
or incidental thereto. The Trust shall not borrow money, issue debt, reinvest
proceeds derived from investments, pledge any of its assets or otherwise
undertake (or permit to be undertaken) any activity that


                                      14



would cause the Trust not to be classified as a grantor trust for United
States federal income tax purposes.

         By the acceptance of this Trust, none of the Trustees, the Sponsor,
the Holders of the Preferred Securities or the Common Securities or the
Beneficial Owners of the Preferred Securities will take any position that is
contrary to the classification of the Trust as a grantor trust for United
State federal income tax purposes.

         Section 3.04.  AUTHORITY.

         (a) Subject to the limitations provided in this Declaration and to
the specific duties of the Property Trustee, the Administrative Trustees
shall have exclusive authority to carry out the purposes of the Trust. Any
action taken by the Administrative Trustees in accordance with their powers
shall constitute the act of and shall serve to bind the Trust, and any action
taken by the Property Trustee in accordance with its powers shall constitute
the act of and shall serve to bind the Trust. In dealing with the Trustees
acting on behalf of the Trust, no Person shall be required to inquire into
the authority of the Trustees to bind the Trust. Persons dealing with the
Trust are entitled to rely conclusively on the power and authority of the
Trustees as set forth in this Declaration.

         (b) Except as expressly set forth in this Declaration or as
otherwise required by the Business Trust Act or applicable law, and except if
a meeting of the Administrative Trustees is called with respect to any matter
over which the Administrative Trustees have power to act, any power of the
Administrative Trustees may be exercised by or with the consent of any one
such Administrative Trustee.

         (c) Unless otherwise determined by the Administrative Trustees, and
except as otherwise required by the Business Trust Act or applicable law, any
Administrative Trustee may delegate to any other natural person over the age
of 21 that is a United States Person, by power of attorney consistent with
applicable law, his or her power for the purposes of signing any documents
that the Administrative Trustees have power and authority to cause the Trust
to execute pursuant to Section 3.06.

         Section 3.05.  TITLE TO PROPERTY OF THE TRUST.

         Except as provided in Section 3.08 with respect to the [Subordinated]
Notes and the Property Account or as otherwise provided in this Declaration,
legal title to all assets of the Trust shall be vested in the Trust. The
Holders of the Securities shall not have legal title to any part of the
assets of the Trust but shall have undivided beneficial interests in the
assets of the Trust.

         Section 3.06.  POWERS AND DUTIES OF THE ADMINISTRATIVE TRUSTEES.

         The Administrative Trustees shall have the exclusive power, duty and
authority to cause the Trust to engage in the following activities:

         (a) to issue and sell the Securities in accordance with this
Declaration; PROVIDED that the Trust may issue no more than one series of
Preferred Securities and no more than one series of Common Securities; and
PROVIDED FURTHER that there shall be no interests in the Trust other


                                      15



than the Securities, and the issuance of the Securities shall be limited to a
one-time, simultaneous issuance of both Preferred Securities and Common
Securities on the Closing Date [and the Option Closing Date, if any];

         (b) to acquire the [Subordinated] Notes with the proceeds of the
sale of the Securities; PROVIDED that the Administrative Trustees shall cause
legal title to the [Subordinated] Notes to be held of record in the name of
the Property Trustee for the benefit of the Holders of the Securities;

         (c) to give the Sponsor and the Property Trustee prompt written
notice of the occurrence of a Tax Event; PROVIDED that the Administrative
Trustees shall consult with the Sponsor and the Property Trustee before
taking or refraining from taking any action in relation to any such Tax Event;

         (d) to establish a record date with respect to all actions to be
taken hereunder that require a record date to be established, including and
with respect to, for the purposes of Section 316(c) of the Trust Indenture
Act, Distributions, voting rights, redemptions and exchanges, and to issue
relevant notices to the Holders of the Securities as to such actions and
applicable record dates;

         (e) to take all actions and perform such duties as may be required
of the Administrative Trustees pursuant to the terms of this Declaration;

         (f) to bring or defend, pay, collect, compromise, arbitrate, resort
to legal action or otherwise adjust claims or demands of or against the Trust
("Legal Action"), unless pursuant to Section 3.08(e), the Property Trustee
has the exclusive power to bring such Legal Action;

         (g) to employ or otherwise engage employees and agents (who may be
designated as officers with titles) and managers, contractors, advisors and
consultants to conduct only those services that the Administrative Trustees
have authority to conduct directly, and to pay reasonable compensation for
such services, PROVIDED that any Person so employed or engaged is a United
States Person;

         (h) to cause the Trust to comply with the Trust's obligations under
the Trust Indenture Act;

         (i) to give to the Property Trustee the certificate required by
Section 314(a)(4) of the Trust Indenture Act, which certificate may be
executed by any Administrative Trustee;

         (j) to incur expenses that are necessary or incidental to carry out
any of the purposes of the Trust;

         (k) to act as, or appoint another Person to act as, registrar and
transfer agent for the Securities;

         (l) to take all action that may be necessary or appropriate for the
preservation and continuation of the Trust's valid existence, rights,
franchise and privileges as a statutory business trust under the laws of the
State of Delaware and of each other jurisdiction in which such


                                      16



existence is necessary to protect the limited liability of the Holders of the
Securities or to enable the Trust to effect the purposes for which it was
created;

         (m) to take any action not inconsistent with applicable law that the
Administrative Trustees determine in their discretion to be necessary or
desirable in carrying out the purposes and functions of the Trust as set
forth in Section 3.01 or the activities of the Trust as set forth in this
Section 3.06, including:

                      (i)   causing the Trust not to be deemed to be an
         Investment Company required to be registered under the Investment
         Company Act;

                      (ii)  causing the Trust to be classified as a grantor
         trust for United States federal income tax purposes; and

                      (iii) cooperating with the [Subordinated] Notes Issuer
         to ensure that the [Subordinated] Notes will be treated as
         indebtedness of the [Subordinated] Notes Issuer for United States
         federal income tax purposes;

         (n) to take all action necessary to cause all applicable tax returns
and tax information reports that are required to be filed with respect to the
Trust to be duly prepared and filed;

         (o) to prepare, execute and file a certificate of cancellation of
the Certificate of Trust of the Trust pursuant to Section 8.01(b);

         (p) if and to the extent that the Sponsor on behalf of the Trust has
not already done so, to cause the Trust to enter into the Underwriting
Agreement and/or such other agreements and arrangements as may be necessary
or desirable in connection with the sale of the Preferred Securities to the
initial purchasers thereof and the consummation thereof, and to take all
action, and exercise all discretion, as may be necessary or desirable in
connection with the consummation thereof; and

         (q) to execute all documents or instruments, including, without
limitation, the Underwriting Agreement, the Remarketing Agreement, the Common
Securities Purchase Agreement and the [Subordinated] Note Purchase Agreement,
perform all duties and powers, and do all things for and on behalf of the
Trust in all matters necessary or incidental to the foregoing.

         The Administrative Trustees shall exercise the powers set forth in
this Section 3.06 in a manner that is consistent with the purposes and
functions of the Trust set out in Section 3.03, and the Administrative
Trustees shall have no power to, and shall not, take any action that is
inconsistent with the purposes and functions of the Trust set forth in
Section 3.03.

         Subject to this Section 3.06, the Administrative Trustees shall have
none of the powers or the authority of the Property Trustee set forth in
Section 3.08.

         Any expenses incurred by the Administrative Trustees pursuant to
this Section 3.06 shall be reimbursed by the [Subordinated] Notes Issuer.

         Section 3.07.  PROHIBITION OF ACTIONS BY THE TRUST AND THE TRUSTEES.


                                      17



         (a) The Trust shall not, and the Trustees (including the Property
Trustee) shall cause the Trust not to, engage in any activity other than as
expressly required or authorized by this Declaration. In particular, the
Trust shall not and the Trustees (including the Property Trustee) shall cause
the Trust not to:

                      (i)    invest any proceeds received by the Trust in
         connection with its ownership of the [Subordinated] Notes, but the
         Property Trustee shall distribute all such proceeds to the Holders
         of the Securities pursuant to the terms of this Declaration and of
         the Securities;

                      (ii)   acquire any assets other than as expressly
         provided herein;

                      (iii)  possess property for any purpose other than a
         Trust purpose;

                      (iv)   make any loans or incur any indebtedness;

                      (v)    possess any power or otherwise act in such a way
         as to vary the Trust's assets;

                      (vi)   possess any power or otherwise act in such a way
         as to vary the terms of the Securities in any way whatsoever (except
         to the extent expressly authorized in this Declaration or by the
         terms of the Securities);

                      (vii)  issue any securities or other evidences of
         beneficial ownership of, or beneficial interest in, the Trust other
         than the Securities;

                      (viii) other than as provided in this Declaration, (A)
         direct the time, method and place of exercising any trust or power
         conferred upon the Indenture Trustee with respect to the [Subordinated]
         Notes, (B) waive any past default that is waivable under the Indenture,
         (C) exercise a right to rescind or annul any declaration that the
         principal of all the [Subordinated] Notes shall be due and payable or
         (D) consent to any amendment, modification or termination of the
         Indenture or the [Subordinated] Notes where such consent is required,
         unless the Trust has received an opinion of counsel to the effect that
         such modification will not cause more than an insubstantial increase in
         the risk that the Trust will not be classified as a grantor trust for
         United States federal income tax purposes;

                      (ix)   take any action inconsistent with the status of
         the Trust as grantor trust for United States federal income tax
         purposes;

                      (x)    revoke any action previously authorized or
         approved by vote of the Holders of the Preferred Securities; or

                      (xi)   after the date hereof, enter into any contract
         or agreement (other than any depositary agreement or any agreement
         with any securities exchange or automated quotation system) that
         does not expressly provide that the Holders of Preferred Securities,
         in their capacities as such, have limited liability for the
         liabilities and obligations of the Trust, which express provision
         shall be in substantially the following form:


                                      18



                  The Holders of the Preferred Securities, in their capacities
                  as such, shall not be personally liable for any liabilities or
                  obligations of the Trust arising out of this Agreement, and
                  the parties hereto hereby agree that the Holders of the
                  Preferred Securities, in their capacities as such, shall be
                  entitled to the same limitation of personal liability extended
                  to stockholders of private corporations for profit organized
                  under the General Corporation Law of the State of Delaware.

         Section 3.08.  POWERS AND DUTIES OF THE PROPERTY TRUSTEE.

         (a) The legal title to the [Subordinated] Notes shall be owned by
and held of record in the name of the Property Trustee in trust for the
benefit of the Trust and the Holders of the Securities. The right, title and
interest of the Property Trustee to the [Subordinated] Notes shall vest
automatically in each Person that hereafter may be appointed as Property
Trustee in accordance with Section 6.06. To the fullest extent permitted by
law, such vesting and cessation of title shall be effective whether or not
conveyancing documents with regard to the [Subordinated] Notes have been
executed and delivered.

         (b) The Property Trustee shall not transfer its right, title and
interest in the [Subordinated] Notes to the Administrative Trustees nor to
the Delaware Trustee (if the Property Trustee does not also act as Delaware
Trustee).

         (c) The Property Trustee shall:

                      (i)   establish and maintain a segregated non-interest
         bearing trust account (the "Property Account") in the name of and under
         the exclusive control of the Property Trustee on behalf of the Holders
         of the Securities and, upon the receipt of payments of funds made in
         respect of the [Subordinated] Notes, deposit such funds into the
         Property Account and make payments to the Holders of the Securities
         from the Property Account in accordance with Section 7.02. Funds in the
         Property Account shall be held uninvested until disbursed in accordance
         with this Declaration. The Property Account shall be an account that is
         maintained with a banking institution, the rating on whose long-term
         unsecured indebtedness is at least equal to the rating assigned to the
         [Subordinated] Notes Issuer's senior notes by a "nationally recognized
         statistical rating organization" within the meaning of Rule 436(g)(2)
         under the Securities Act;

                      (ii)  engage in such ministerial activities as shall be
         necessary or appropriate to effect the redemption of the Securities to
         the extent the [Subordinated] Notes are redeemed or mature; and

                      (iii) upon written direction by the Sponsor to dissolve
         the Trust, to engage in such ministerial activities as shall be
         necessary or appropriate to effect the distribution of the
         [Subordinated] Notes to the Holders of the Securities in exchange for
         the Securities.

         (d) The Property Trustee shall take all actions and perform such
duties as may be specifically required of the Property Trustee pursuant to
the terms of this Declaration and the Securities.


                                      19



         (e) The Property Trustee shall take any Legal Action that arises out
of or in connection with (i) a Trust Enforcement Event of which a Responsible
Officer of the Property Trustee has actual knowledge or (ii) the Property
Trustee's duties and obligations under this Declaration or the Trust
Indenture Act; PROVIDED that if a Trust Enforcement Event has occurred and is
continuing and such event is attributable to the failure of the [Subordinated]
Notes Issuer to pay interest or principal on the [Subordinated] Notes on the
date such interest or principal is otherwise payable (or in the case of
redemption, on the redemption date), then a Holder of Preferred Securities
may institute a proceeding directly against the [Subordinated] Notes Issuer
to enforce payment to such Holder of the principal or interest on
[Subordinated] Notes having an aggregate principal amount equal to the
aggregate liquidation amount of the Preferred Securities of such Holder (a
"Direct Action"). In connection with such Direct Action, the [Subordinated]
Notes Issuer will be subrogated to the rights of such Holder of Preferred
Securities to the extent of any payment made by the [Subordinated] Notes
Issuer to such Holders of Preferred Securities in such Direct Action.

         (f) The Property Trustee shall continue to serve as a Trustee until
either:

                      (i)  the Trust has been completely liquidated and the
         proceeds of the liquidation have been distributed to the Holders of the
         Securities pursuant to the terms of the Securities; or

                      (ii) a Successor Property Trustee has been appointed and
has accepted that appointment in accordance with Section 6.06.

         (g) The Property Trustee shall have the legal power to exercise all
of the rights, powers and privileges of a holder of [Subordinated] Notes
under the Indenture and, if a Trust Enforcement Event actually known to a
Responsible Officer of the Property Trustee occurs and is continuing, the
Property Trustee shall enforce, for the benefit of Holders of the Securities,
its rights as holder of the [Subordinated] Notes subject to the rights of the
Holders of the Securities pursuant to the terms of such Securities.

         (h) Subject to this Section 3.08, the Property Trustee shall have
none of the duties, liabilities, powers or the authority of the
Administrative Trustees set forth in Section 3.06.

         The Property Trustee shall exercise the powers set forth in this
Section 3.08 in a manner that is consistent with the purposes and functions
of the Trust set out in Section 3.03, and the Property Trustee shall have no
power to, and shall not, take any action that is inconsistent with the
purposes and functions of the Trust set out in Section 3.03.

         Section 3.09. CERTAIN DUTIES AND RESPONSIBILITIES OF THE PROPERTY
TRUSTEE.

         (a) Within 90 days after the occurrence of a Trust Enforcement Event
actually known to a Responsible Officer of the Property Trustee, the Property
Trustee shall transmit by mail, first class postage prepaid, to the Holders
of the Securities, notice of such Trust Enforcement Event, unless such Trust
Enforcement Event has been cured before the giving of such notice; PROVIDED
that, except for a default in the payment of principal of (or premium, if
any) or interest on any of the [Subordinated] Notes, the Property Trustee
shall be protected in withholding such notice if


                                      20



and so long as a Responsible Officer of the Property Trustee in good faith
determines that the withholding of such notice is in the interests of the
Holders of the Securities.

         (b) The Property Trustee shall not be deemed to have knowledge of
any Trust Enforcement Event except for:

                      (i)  a default under Section 501(1) and (2) of the
         Indenture; or

                      (ii) any default as to which the Property Trustee shall
         have received written notice or of which a Responsible Officer of the
         Property Trustee charged with the administration of this Declaration
         shall have actual knowledge.

         (c) If a Trust Enforcement Event has occurred (that has not been
cured or waived pursuant to Section 7.05) of which a Responsible Officer of
the Property Trustee has actual knowledge, the Property Trustee shall
exercise such of the rights and powers vested in it by this Declaration and
shall use the same degree of care and skill in its exercise as a prudent
person would exercise or use under the circumstances in the conduct of his or
her own affairs.

         (d) No provision of this Declaration shall be construed to relieve
the Property Trustee from liability for its own negligent action, its own
negligent failure to act or its own willful misconduct, except that:

                   (i)   prior to the occurrence of a Trust Enforcement Event
         and after the cure or waiver of all such Trust Enforcement Events that
         may have occurred:

                                 (A) the duties and obligations of the Property
                   Trustee shall be determined solely by the express provisions
                   of this Declaration, and the Property Trustee shall not be
                   liable except for the performance of such duties and
                   obligations as are specifically set forth in this
                   Declaration, and no implied covenants or obligations shall be
                   read into this Declaration against the Property Trustee; and

                                 (B) in the absence of bad faith on the part of
                   the Property Trustee, the Property Trustee may conclusively
                   rely, as to the truth of the statements and the correctness
                   of the opinions expressed therein, upon any certificates or
                   opinions furnished to the Property Trustee and conforming to
                   the requirements of this Declaration; but in the case of any
                   such certificates or opinions that by any provision hereof
                   are specifically required to be furnished to the Property
                   Trustee, the Property Trustee shall be under a duty to
                   examine such certificates or opinions to determine whether or
                   not they conform to the requirements of this Declaration (but
                   need not confirm or investigate the accuracy of mathematical
                   calculations or other facts stated therein);

                   (ii)  the Property Trustee shall not be liable for any
         error of judgment made in good faith by a Responsible Officer of the
         Property Trustee, unless it has been proven that the Property Trustee
         was negligent in ascertaining the pertinent facts;


                                      21



                   (iii) the Property Trustee shall not be liable with
         respect to any action taken or omitted to be taken by it without
         negligence, in good faith in accordance with the direction of the
         Holders of not less than a Majority in Liquidation Amount of the
         Securities relating to the time, method and place of conducting any
         proceeding for any remedy available to the Property Trustee, or
         exercising any trust or power conferred upon the Property Trustee under
         this Declaration;

                   (iv)  no provision of this Declaration shall require the
         Property Trustee to expend or risk its own funds or otherwise incur
         personal financial liability in the performance of any of its duties or
         in the exercise of any of its rights or powers, if it has reasonable
         grounds for believing that the repayment of such funds or liability is
         not reasonably assured to it under the terms of this Declaration or
         indemnity reasonably satisfactory to the Property Trustee against such
         risk or liability is not reasonably assured to it;

                   (v)    the Property Trustee's sole duty with respect to the
         custody, safe-keeping and physical preservation of the [Subordinated]
         Notes and the Property Account shall be to deal with such property in a
         similar manner as the Property Trustee deals with similar property for
         its own account, subject to the protections and limitations on
         liability afforded to the Property Trustee under this Declaration and
         the Trust Indenture Act;

                   (vi)   the Property Trustee shall have no duty or liability
         for or with respect to the value, genuineness, existence or sufficiency
         of the [Subordinated] Notes or the payment of any taxes or assessments
         levied thereon or in connection therewith;

                   (vii)  the Property Trustee shall not be liable for any
         interest on any money received by it except as it otherwise may agree
         in writing with the Sponsor. Money held by the Property Trustee need
         not be segregated from other funds held by it except in relation to the
         Property Account maintained by the Property Trustee pursuant to Section
         3.08(c)(i) and except to the extent otherwise required by law; and

                   (viii) the Property Trustee shall not be responsible for
         monitoring the compliance by the Administrative Trustees or the Sponsor
         with their respective duties under this Declaration, nor shall the
         Property Trustee be liable for any default or misconduct of the
         Administrative Trustees or the Sponsor.

         Section 3.10.  CERTAIN RIGHTS OF PROPERTY TRUSTEE.

         (a) Subject to the provisions of Section 3.09:

                   (i)    The Property Trustee 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, sent or presented by the
         proper party or parties.

                   (ii)   Any direction or act of the Sponsor contemplated by
         this Declaration shall be sufficiently evidenced by an Officers'
         Certificate.


                                      22



                   (iii)  Whenever in the administration of this Declaration,
         the Property Trustee shall deem it desirable that a matter be proved or
         established before taking, suffering or omitting any action hereunder,
         the Property Trustee (unless other evidence is herein specifically
         prescribed) may request, in the absence of bad faith on its part, and
         conclusively rely upon an Officers' Certificate which, upon receipt of
         such request, shall be promptly delivered by the Sponsor.

                   (iv)   The Property Trustee shall have no duty to see to any
         recording, filing or registration of any instrument (including any
         financing or continuation statement or any filing under tax or
         securities laws) or any rerecording, refiling or registration thereof.

                   (v)    The Property Trustee may consult with counsel of its
         choice or other experts, and the advice or opinion of such counsel and
         experts with respect to legal matters or advice within the scope of
         such experts' area of expertise 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 accordance with such
         advice or opinion. Such counsel may be counsel to the Sponsor or any of
         its Affiliates and may include any of its employees. The Property
         Trustee shall have the right at any time to seek instructions
         concerning the administration of this Declaration from any court of
         competent jurisdiction.

                   (vi)   The Property Trustee shall be under no obligation to
         exercise any of the rights or powers vested in it by this Declaration
         at the request or direction of any Holder of Securities, unless such
         Holder of Securities has provided to the Property Trustee security and
         indemnity, reasonably satisfactory to the Property Trustee, against the
         costs, expenses (including attorneys' fees and expenses and the
         expenses of the Property Trustee's agents, nominees or custodians) and
         liabilities that might be incurred by it in complying with such request
         or direction, including such reasonable advances as may be requested by
         the Property Trustee; PROVIDED that nothing contained in this Section
         3.10(a) shall be taken to relieve the Property Trustee, upon the
         occurrence of an Indenture Event of Default, of its obligation to
         exercise the rights and powers vested in it by this Declaration.

                   (vii)  The Property Trustee 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 Property Trustee, in
         its discretion, may make such further inquiry or investigation into
         such facts or matters as it sees fit, and, if the Property Trustee
         shall determine to make such further inquiry or investigation, it shall
         be entitled to examine the books, records and premises of the Sponsor,
         personally or by agent or attorney at the sole cost of the Sponsor and
         shall incur no liability or additional liability of any kind by reason
         of such inquiry or investigation.

                   (viii) The Property Trustee may execute any of the trusts
         or powers hereunder or perform any duties hereunder either directly or
         by or through agents, custodians, nominees or attorneys; PROVIDED that
         any such action (other than ministerial action) executed or performed
         by such agent or attorney is executed or performed by an agent or


                                      23



         an attorney that is a United States Person, and the Property Trustee
         shall not be responsible for any misconduct or negligence on the
         part of any agent or attorney appointed with due care by it hereunder.

                   (ix)   Any action taken by the Property Trustee or its
         agents hereunder shall bind the Trust and the Holders of the
         Securities, and the signature of the Property Trustee or its agents
         alone shall be sufficient and effective to perform any such action, and
         no third party shall be required to inquire as to the authority of the
         Property Trustee to so act or as to its compliance with any of the
         terms and provisions of this Declaration, both of which shall be
         evidenced conclusively by the Property Trustee's or its agent's taking
         such action.

                   (x)    Whenever in the administration of this Declaration the
         Property Trustee shall deem it desirable to receive instructions with
         respect to enforcing any remedy or right or taking any other action
         hereunder, the Property Trustee (A) may request instructions from the
         Holders of the Securities, which instructions only may be given by the
         Holders of the same proportion in liquidation amount of the Securities
         as would be entitled to direct the Property Trustee under this
         Declaration in respect of such remedy, right or action, (B) may refrain
         from enforcing such remedy or right or taking such other action until
         such instructions are received and (C) shall be protected in
         conclusively relying on or acting in accordance with such instructions.

                   (xi)   Except as otherwise expressly provided by this
         Declaration, the Property Trustee shall not be under any obligation to
         take any action that is discretionary under the provisions of this
         Declaration.

                   (xii)  The Property Trustee shall not be liable for any
         action taken, suffered or omitted to be taken by it without negligence,
         in good faith and reasonably believed by it to be authorized or within
         the discretion, rights or powers conferred upon it by this Declaration.

         (b) No provision of this Declaration shall be deemed to impose any
duty or obligation on the Property Trustee to perform any act or acts or
exercise any right, power, duty or obligation conferred or imposed on it, in
any jurisdiction in which it shall be illegal, or in which the Property
Trustee shall be unqualified or incompetent in accordance with applicable
law, to perform any such act or acts, or to exercise any such right, power,
duty or obligation. No permissive power or authority available to the
Property Trustee shall be construed to be a duty.


                                      24



         Section 3.11.  DELAWARE TRUSTEE.

         Notwithstanding any other provision of this Declaration other than
Section 6.02, the Delaware Trustee shall not be entitled to exercise any powers
of, nor shall the Delaware Trustee have any of the duties and responsibilities
of, the Trustees described in this Declaration. Except as set forth in Section
6.02, the Delaware Trustee shall be a Trustee for the sole and limited purpose
of fulfilling the requirements of Section 3807(a) of the Business Trust Act. If
the Property Trustee, meeting the requirements of Section 6.02, also acts as
Delaware Trustee, this Section 3.11 shall not apply.

         Section 3.12.  INTENTIONALLY OMITTED.

         Section 3.13.  NOT RESPONSIBLE FOR RECITALS OR ISSUANCE OF SECURITIES.

         The recitals contained in this Declaration and the Securities shall be
taken as the statements of the Sponsor, and the Trustees do not assume any
responsibility for their correctness. The Trustees make no representations as to
the value or condition of the property of the Trust or any part thereof. The
Trustees make no representations as to the validity or sufficiency of this
Declaration, the Securities, the [Subordinated] Notes or the Indenture.

         Section 3.14.  DURATION OF TRUST.

         The Trust shall exist until dissolved pursuant to the provisions of
Article 8 hereof.

         Section 3.15.  MERGERS.

            (a) The Trust may not consolidate with, convert into, amalgamate or
merge with or into, be replaced by or convey, transfer or lease its properties
and assets substantially as an entirety to any corporation or other body, except
as described in Section 3.15(b) and (c) or Section 8.02.

            (b) At the request of the Sponsor and with the consent of the
Administrative Trustees or, if there are more than two, a majority of the
Administrative Trustees and without the consent of the Holders of the Preferred
Securities, the Delaware Trustee or the Property Trustee, the Trust may
consolidate with, convert into, amalgamate or merge with or into, be replaced by
or convey, transfer or lease its properties substantially as an entirety to a
trust organized as such under the laws of any state; PROVIDED that:

                      (i) if the Trust is not the successor entity, such
successor entity (the "Successor Entity") either:

                                 (A) expressly assumes all of the obligations of
                   the Trust with respect to the Securities; or

                                 (B) substitutes for the Securities other
                   securities having substantially the same terms as the
                   Securities (the "Successor Securities"), so long as such
                   Successor Securities rank the same as the Securities with
                   respect to Distributions and payments upon liquidation,
                   redemption and otherwise;


                                          25



                      (ii) the [Subordinated] Notes Issuer expressly appoints a
         trustee of such Successor Entity that possesses the same powers and
         duties as the Property Trustee as the holder of the [Subordinated]
         Notes;

                      (iii) the Preferred Securities or any Successor Securities
         are or, upon notification of issuance will be, listed on any national
         securities exchange or with any other organization on which the
         Preferred Securities are then listed or quoted;

                      (iv) such consolidation, conversion, amalgamation, merger,
         replacement, conveyance, transfer or lease does not cause the Preferred
         Securities (including any Successor Securities) to be downgraded by any
         nationally recognized statistical rating organization;

                      (v) such consolidation, conversion, amalgamation, merger,
         replacement, conveyance, transfer or lease does not adversely affect
         the rights, preferences and privileges of the Holders of the Preferred
         Securities (including any Successor Securities) in any material
         respect;

                      (vi) such Successor Entity has a purpose substantially
         identical to that of the Trust;

                      (vii) prior to such consolidation, conversion,
         amalgamation, merger, replacement, conveyance, transfer or lease, the
         Sponsor has received an opinion of independent counsel to the Trust
         experienced in such matters to the effect that:

                                 (A) such consolidation, conversion,
                   amalgamation, merger, replacement, conveyance, transfer or
                   lease does not adversely affect the rights, preferences and
                   privileges of the Holders of the Securities (including any
                   Successor Securities) in any material respect;

                                 (B) following such consolidation, conversion,
                   amalgamation, merger, replacement, conveyance, transfer or
                   lease, neither the Trust nor such Successor Entity will be
                   required to register as an Investment Company under the
                   Investment Company Act; and

                                 (C) following such consolidation, conversion,
                   amalgamation or merger, replacement, conveyance, transfer or
                   lease, the Trust (or such Successor Entity) will continue to
                   be classified as a grantor trust for United States federal
                   income tax purposes;

                      (viii) the Sponsor or any permitted successor or assignee
         owns all of the common securities of such Successor Entity and
         guarantees the obligations of such Successor Entity under the Successor
         Securities, at least to the extent provided by the Guarantee; and

                      (ix) such Successor Entity expressly assumes all of the
         obligations of the Trust.


                                          26



            (c) Notwithstanding Section 3.15(b), the Trust shall not, except
with the consent of Holders of 100% in aggregate liquidation amount of the
Securities, consolidate with, convert into, amalgamate or merge with or into, be
replaced by or convey, transfer or lease its properties and assets substantially
as an entirety to, any other entity or permit any other entity to consolidate
with, amalgamate, merge with or into, or replace it, if such consolidation,
conversion, amalgamation, merger, replacement, conveyance, transfer or lease
would cause the Trust or any Successor Entity to be classified as other than a
grantor trust for United States federal income tax purposes or would cause each
Holder of Securities not to be treated as owning an undivided beneficial
interest in the [Subordinated] Notes.

         Section 3.16.  COMPENSATION AND REIMBURSEMENT.

         The Sponsor agrees to pay each of the Trustees from time to time such
compensation for all services rendered by such Trustee hereunder as the Sponsor
and such Trustee may agree upon from time to time (which compensation shall not
be limited by any provision of law in regard to the compensation of a trustee of
an express trust). To the fullest extent permitted by law the parties intend
that Section 3561 of Title 12 of the Delaware Code shall not apply to the Trust
and that compensation paid pursuant to this Section 3.16 not be subject to
review by any court under Section 3560 of Title 12 of the Delaware Code. The
provisions of this Section 3.16 shall survive the termination of this
Declaration.

         Section 3.17.  PROPERTY TRUSTEE MAY FILE PROOFS OF CLAIM.

         In case of the pendency of any receivership, insolvency, liquidation,
bankruptcy, reorganization, arrangement, adjustment, composition or other
similar judicial proceeding relative to the Trust or any other obligor upon the
Securities or the property of the Trust or of such other obligor or their
creditors, the Property Trustee (irrespective of whether any Distributions on
the Securities are then due and payable as therein expressed or by declaration
or otherwise and irrespective of whether the Property Trustee has made any
demand on the Trust for the payment of any past due Distributions) shall be
entitled and empowered, to the fullest extent permitted by law, by intervention
in such proceeding or otherwise:

            (a) to file and prove a claim for the whole amount of any
Distributions owing and unpaid in respect of the Securities (or, if the
Securities are original issue discount securities, such portion of the
liquidation amount as may be specified in the terms of such securities) and to
file such other papers or documents as may be necessary or advisable in order to
have the claims of the Property Trustee (including any claim for the reasonable
compensation, expenses, disbursements and advances of the Property Trustee, its
agents and counsel) and of the Holders of the Securities allowed in such
judicial proceeding; and

            (b) to collect and receive any moneys or other property payable or
deliverable on any such claims and to distribute the same;

and any custodian, receiver, assignee, trustee, liquidator, sequestrator or
other similar official in any such judicial proceeding is hereby authorized by
each Holder of Securities to make such payments to the Property Trustee and, in
the event the Property Trustee consents to the making of such payments directly
to the Holders, to pay to the Property Trustee any amount due it for the


                                          27



reasonable compensation, expenses, disbursements and advances of the Property
Trustee, its agents and counsel, and any other amounts due the Property Trustee.

         Nothing herein contained shall be deemed to authorize the Property
Trustee to authorize or consent to or accept or adopt, on behalf of any Holder
of Securities, any plan of reorganization, arrangement, adjustment or
compensation affecting the Securities or the rights of any Holder thereof or to
authorize the Property Trustee to vote in respect of the claim of any Holder of
Securities in any such proceeding.

         Section 3.18.  REGISTRATION STATEMENT AND RELATED MATTERS.

         In the event that any filing referred to in Section 4.01(a)-(d) is
required by the rules and regulations of the Commission, any Exchange, the
National Association of Securities Dealers, Inc. or state securities or blue sky
laws, to be executed on behalf of the Trust by the Administrative Trustees, the
Administrative Trustees, in their capacities as Trustees of the Trust, are
hereby authorized to join in any such filing and to execute on behalf of the
Trust any and all of the foregoing. In connection with all of the foregoing,
each Administrative Trustee, solely in its capacity as Trustee of the Trust, has
constituted and appointed, and hereby confirms the appointment of, Richard E.
Terry, James M. Luebbers and Peter Kauffman, and each of them, as his, her or
its, as the case may be, true and lawful attorneys-in-fact, and agents, with
full power of substitution and resubstitution, for such Trustee or in such
Trustee's name, place and stead, in any and all capacities, to sign any and all
amendments (including post-effective amendments) to the Securities Act
Registration Statement and the Exchange Act Registration Statement and to file
the same, with all exhibits thereto, and other documents in connection
therewith, with the Commission, granting unto said attorneys-in-fact and agents
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in connection therewith, as fully to all
intents and purposes as such Trustee might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents or any of
them, or their or his or her substitute or substitutes, may lawfully do or cause
to be done by virtue hereof. Notwithstanding anything in this Section 3.18 to
the contrary, no Foreign Person (acting in its capacity as attorney-in-fact or
agent of any Foreign Person) shall be authorized to take or perform any action
on behalf of the Trust pursuant to this Section 3.18 at any time on or after the
Closing Date.

         Section 3.19.  BOOKS AND RECORDS.

         The books and records of the Trust will be maintained at the principal
office of the Trust and will be open for inspection by each Holder of Preferred
Securities or any authorized representative of such Holder for any purpose
reasonably related to the Holder's interest in the Trust during normal business
hours.

                                    ARTICLE 4
                                   THE SPONSOR

         Section 4.01.  RESPONSIBILITIES OF THE SPONSOR.


                                          28



         In connection with the sale and issuance of the Preferred Securities,
the Sponsor shall have the exclusive right and responsibility to engage in the
following activities:

            (a) to prepare, execute and file with the Commission, on behalf of
the Trust, a registration statement on Form S-3 in relation to the Preferred
Securities, including any amendments or supplements thereto and any registration
statement filed pursuant to Rule 462(b) under the Securities Act relating to the
Preferred Securities (the "Securities Act Registration Statement"), and to take
any other action relating to the registration and sale of the Preferred
Securities under federal and state securities laws;

            (b) if necessary, to determine the states in which to take
appropriate action to qualify or register for sale all or part of the Stock
Purchase Units and to do any and all such acts, other than actions that must be
taken by the Trust, and advise the Trust of actions it must take; to prepare,
execute and file, on behalf of the Trust, any documents it deems necessary or
advisable in order to comply with the applicable laws of any such states; and to
prepare, execute and file, on behalf of the Trust, any such documents or take
any acts determined by it to be necessary in order to qualify or register all or
part of the Stock Purchase Units in any state in which it has determined to
qualify or register such Stock Purchase Units for sale;

            (c) if necessary, to prepare, execute and file on behalf of the
Trust, an application to the [New York Stock Exchange] or any other national
stock exchange or the NASDAQ National Market for listing upon notice of issuance
of any Preferred Securities;

            (d) if necessary, to prepare, execute and file with the Commission,
on behalf of the Trust, a registration statement on Form 8-A relating to the
registration of the Preferred Securities under Section 12 of the Exchange Act,
including any amendments thereto (the "Exchange Act Registration Statement");
and

            (e) to negotiate the terms of, and execute and enter into, on behalf
of the Trust, an Underwriting Agreement providing for the sale of the Stock
Purchase Units and a Remarketing Agreement providing for the Remarketing.

                                    ARTICLE 5
                      THE HOLDERS OF THE COMMON SECURITIES

         Section 5.01. [SUBORDINATED] NOTES ISSUER'S PURCHASE OF THE COMMON
SECURITIES.

         On the Closing Date, the [Subordinated] Notes Issuer shall purchase all
of the Common Securities issued by the Trust, in an aggregate liquidation amount
equal to at least three percent of the total capital of the Trust, at such time
as the Preferred Securities are sold and issued.

         The aggregate stated liquidation amount of the Common Securities
outstanding at any time shall not be less than three percent of the total
capital of the Trust.

         Section 5.02.  COVENANTS OF THE [SUBORDINATED] NOTES ISSUER.


                                          29



         For so long as the Preferred Securities remain outstanding, the
[Subordinated] Notes Issuer shall covenant (i) to maintain, directly or
indirectly, 100% ownership of the Common Securities, (ii) to cause the Trust to
remain a statutory business trust and not to voluntarily dissolve, wind up,
liquidate or be terminated, except as permitted by this Declaration, (iii) to
use its commercially reasonable efforts to ensure that the Trust will not be an
Investment Company required to be registered under the Investment Company Act
and (iv) not to take any action that would create more than an insubstantial
risk that the Trust would be classified as an association or a publicly traded
partnership taxable as a corporation for United States federal income tax
purposes.

         Section 5.03.  HOLDER OF THE COMMON SECURITIES.

         Each Holder of the Common Securities shall at all times hold the Common
Securities in its individual capacity on its own behalf and shall not, in its
capacity as a Holder of the Common Securities, be under (or subject to) the
control or direction of any Foreign Person (pursuant to a contractual
arrangement or otherwise) other than by virtue of such Foreign Person's direct
or indirect stock ownership, if any, of the Holder of the Common Securities.
Notwithstanding anything in this Declaration to the contrary, each Holder of the
Common Securities shall at all times be a United States Person and shall be
authorized to give any direction hereunder with respect to the Trust as shall be
necessary for the Trust not to be considered a foreign trust for United States
federal income tax purposes.

         Section 5.04.  EXCHANGES.

            (a) If at any time the [Subordinated] Notes Issuer or any of its
Affiliates (in either case, a "Issuer Affiliated Holder") is the Holder of any
Preferred Securities, such Issuer Affiliated Holder shall have the right to
deliver to the Property Trustee all or such portion of its Preferred Securities
as it elects and receive, in exchange therefor, [Subordinated] Notes in an
aggregate principal amount equal to the aggregate stated liquidation amount of,
with an interest rate identical to the distribution rate of, and accrued and
unpaid interest equal to accumulated and unpaid Distributions on, such Preferred
Securities. Such election (i) shall be exercisable effective on any Distribution
payment date by such Issuer Affiliated Holder delivering to the Property Trustee
a written notice of such election specifying the aggregate liquidation amount of
the Preferred Securities with respect to which such election is being made and
the Distribution payment date on which such exchange shall occur, which
Distribution payment date shall be not less than ten Business Days after the
date of receipt by the Property Trustee of such election notice and (ii) shall
be conditioned upon such Issuer Affiliated Holder having delivered or caused to
be delivered to the Property Trustee or its designee the Preferred Securities
which are the subject of such election by 10:00 a.m. New York City time, on the
Distribution payment date on which such exchange is to occur. After the
exchange, such Preferred Securities will be canceled and will no longer be
deemed to be outstanding and all rights of the [Subordinated] Notes Issuer or
its Affiliate(s) with respect to such Preferred Securities will cease.

            (b) In the case of an exchange described in Section 5.04(a), the
Trust will, on the date of such exchange, exchange [Subordinated] Notes having a
principal amount equal to a proportional amount of the aggregate liquidation
amount of the outstanding Common Securities based on the ratio of the aggregate
liquidation amount of the Preferred Securities exchanged


                                          30



pursuant to Section 5.04(a) divided by the aggregate liquidation amount of
the Preferred Securities outstanding immediately prior to such exchange, for
such proportional amount of Common Securities held by the [Subordinated]
Notes Issuer (which contemporaneously shall be canceled and no longer be
deemed to be outstanding); PROVIDED, that the [Subordinated] Notes Issuer
delivers or causes to be delivered to the Property Trustee or its designee
the required amount of Common Securities to be exchanged by 10:00 a.m., New
York City time, on the Distribution payment date on which such exchange is to
occur.

                                    ARTICLE 6
                                  THE TRUSTEES

         Section 6.01.  NUMBER OF TRUSTEES.

         The number of Trustees initially shall be five, and:

            (a) at any time before the issuance of any Securities, the Sponsor
may increase or decrease the number of Trustees by written instrument; and

            (b) after the issuance of any Securities, the number of Trustees may
be increased or decreased by vote of the Holders of the Common Securities at a
meeting of the Holders of the Common Securities or by written consent without
prior notice in lieu of such meeting;

PROVIDED that the number of Trustees shall be at least three; and PROVIDED
FURTHER that: (i) the Delaware Trustee, in the case of a natural person, shall
be a person who is a resident of the State of Delaware or that, if not a natural
person, is an entity that has its principal place of business in the State of
Delaware and otherwise meets the requirements of applicable law; (ii) at least a
majority of the Trustees shall be employees or officers of, or are affiliates
of, the Sponsor; (iii) one Trustee shall be the Property Trustee for so long as
this Declaration is required to qualify as an indenture under the Trust
Indenture Act, and such Property Trustee also may serve as Delaware Trustee if
it meets the applicable requirements; (iv) each Trustee, and any delegee of any
Trustee, shall be a United States Person; and (v) each Trustee, and any delegee
of any Trustee, shall at all times act as Trustee and will not, at any time, in
its capacity as Trustee, be under (or subject to) the control or direction of
any Foreign Person (pursuant to a contractual arrangement or otherwise).

         Section 6.02.  DELAWARE TRUSTEE; ELIGIBILITY.

         If required by the Business Trust Act, one Trustee (which may be the
Property Trustee) (the "Delaware Trustee") shall be a United States Person that
is:

            (a) a natural person who is a resident of the State of Delaware; or

            (b) if not a natural person, an entity that has its principal place
of business in the State of Delaware and otherwise meets the requirements of
applicable law, PROVIDED that if the Property Trustee has its principal place of
business in the State of Delaware and otherwise meets


                                          31



the requirements of applicable law, then the Property Trustee also shall be
the Delaware Trustee and Section 3.11 shall have no application.

         Section 6.03.  PROPERTY TRUSTEE; ELIGIBILITY.

            (a) There shall be at all times one Trustee (which may be the
Delaware Trustee) that shall act as Property Trustee that shall:

                      (i)  not be an Affiliate of the Sponsor; and

                      (ii) be a corporation that is a United States Person
         organized and doing business under the law of the United States of
         America or any state or territory thereof or of the District of
         Columbia, or a corporation or other Person that is a United States
         Person permitted by the Commission to act as an institutional trustee
         under the Trust Indenture Act, authorized under such laws to exercise
         corporate trust powers, having a combined capital and surplus of at
         least fifty million U.S. dollars ($50,000,000) and subject to
         supervision or examination by federal, state, territorial or District
         of Columbia authority. If such corporation publishes reports of
         condition at least annually, pursuant to law or to the requirements of
         the supervising or examining authority referred to above, then for the
         purpose of this Section 6.03(a)(ii), 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.

            (b) If at any time the Property Trustee shall cease to be eligible
to so act under Section 6.03(a), the Property Trustee immediately shall resign
in the manner and with the effect set forth in Section 6.06(c).

            (c) If the Property Trustee has or shall acquire any "conflicting
interest" within the meaning of Section 310(b) of the Trust Indenture Act, the
Property Trustee and the Holders of the Common Securities (as if it were the
obligor referred to in Section 310(b) of the Trust Indenture Act) shall comply
in all respects with the provisions of Section 310(b) of the Trust Indenture
Act.

            (d) The Guarantee shall be deemed to be specifically described in
this Declaration for purposes of clause (i) of the first proviso contained in
Section 310(b) of the Trust Indenture Act.

         Section 6.04.  QUALIFICATIONS OF THE ADMINISTRATIVE TRUSTEES GENERALLY.

         Each Administrative Trustee shall be either a natural person who is at
least 21 years of age or a legal entity that shall act through one or more
Authorized Officers.

         Section 6.05.  INITIAL ADMINISTRATIVE TRUSTEES.

         The initial Administrative Trustees shall be [        ], [       ] and
[        ], the business address of all of whom is in care of Cinergy Corp.,
130 East Randolph Drive, Chicago, IL 60601-6207.

         Section 6.06.  APPOINTMENT, REMOVAL AND RESIGNATION OF THE TRUSTEES.


                                          32



            (a) Subject to Section 6.06(b) and Section 7.05(i), the Trustees may
be appointed or removed without cause at any time:

                      (i)  until the issuance of any Securities, by written
         instrument executed by the Sponsor; and

                      (ii) after the issuance of any Securities, by a vote of
         the Holders of a Majority in Liquidation Amount of the Common
         Securities at a meeting of the Holders of the Common Securities or by
         written consent without prior notice in lieu of such meeting.

            (b) The Property Trustee shall not be removed in accordance with
Section 6.06(a) or Section 7.05(i) until a successor Trustee possessing the
qualifications to act as Property Trustee under Section 6.03(a) (a "Successor
Property Trustee") has been appointed and has accepted such appointment by
written instrument executed by such Successor Property Trustee and delivered to
the Administrative Trustees and the Sponsor. The Delaware Trustee shall not be
removed in accordance with Section 6.06(a) or Section 7.05(i) until a successor
Trustee possessing the qualifications to act as Delaware Trustee under Section
6.02 and Section 6.04 (a "Successor Delaware Trustee") has been appointed and
has accepted such appointment by written instrument executed by such Successor
Delaware Trustee and delivered to the Administrative Trustees and the Sponsor.

            (c) A Trustee appointed to office shall hold office until a
successor has been appointed, until death or dissolution or until removal or
resignation. Any Trustee may resign from office (without need for prior or
subsequent accounting) by written instrument executed by such Trustee and
delivered to the Sponsor and the other Trustees, which resignation shall take
effect upon such delivery or upon such later date as is specified therein;
PROVIDED that:

                      (i)  no such resignation of the Property Trustee shall be
         effective:

                                 (A) until a Successor Property Trustee has been
                   appointed and has accepted such appointment by written
                   instrument executed by such Successor Property Trustee and
                   delivered to the Administrative Trustees, the Sponsor and the
                   resigning Property Trustee; or

                                 (B) until the assets of the Trust have been
                   completely liquidated and the proceeds thereof distributed to
                   the Holders of the Securities; and

                      (ii) no such resignation of the Delaware Trustee shall be
         effective until a Successor Delaware Trustee has been appointed and has
         accepted such appointment by written instrument executed by such
         Successor Delaware Trustee and delivered to the Administrative
         Trustees, the Sponsor and the resigning Delaware Trustee.

            (d) The Holders of the Common Securities shall use their best
efforts to promptly appoint a Successor Property Trustee or Successor Delaware
Trustee, as the case may be, if the Property Trustee or the Delaware Trustee
delivers an instrument of resignation in accordance with this Section 6.06.


                                          33


            (e) If no Successor Property Trustee or Successor Delaware Trustee,
as the case may be, has been appointed and accepted appointment as provided in
this Section 6.06 within 60 days after delivery of an instrument of resignation
or removal, the resigning or removed Property Trustee or Delaware Trustee, as
applicable, may petition, at the expense of the Sponsor, any court of competent
jurisdiction for appointment of a Successor Property Trustee or Successor
Delaware Trustee, as applicable. Such court may thereupon, after prescribing
such notice, if any, as it may deem proper, appoint a Successor Property Trustee
or Successor Delaware Trustee, as the case may be.

            (f) No Property Trustee or Delaware Trustee shall be liable for the
acts or omissions to act of any Successor Property Trustee or Successor Delaware
Trustee, as the case may be.

            (g) In case of the appointment hereunder of a Successor Property
Trustee or a Successor Delaware Trustee, such Successor Property Trustee or
Successor Delaware Trustee so appointed shall execute, acknowledge and deliver
to the Trust and to the retiring Property Trustee or Delaware Trustee, as the
case may be, an instrument accepting such appointment, and thereupon the
resignation or removal of the retiring Property Trustee or Delaware Trustee
shall become effective and such Successor Property Trustee or Successor Delaware
Trustee, without any further act, deed or conveyance, shall become vested with
all the rights, powers, trusts and duties of the retiring Property Trustee or
Delaware Trustee; but, on the request of the Sponsor or the Successor Property
Trustee or Successor Delaware Trustee, such retiring Property Trustee or
Delaware Trustee shall, upon payment of its charges, execute and deliver an
instrument transferring to such Successor Property Trustee or Successor Delaware
Trustee all the rights, powers and trusts of the retiring Property Trustee or
Delaware Trustee, as the case may be, and if the Property Trustee is the
resigning Trustee, it shall duly assign, transfer and deliver to the Successor
Property Trustee all property and money held by such retiring Property Trustee
hereunder.

         Section 6.07.  VACANCIES AMONG TRUSTEES.

         If a Trustee ceases to hold office for any reason and the number of
Trustees is not reduced pursuant to Section 6.01, or if the number of Trustees
is increased pursuant to Section 6.01, a vacancy shall occur. A resolution
certifying the existence of such vacancy by the Administrative Trustees or, if
there are more than two, a majority of the Administrative Trustees shall be
conclusive evidence of the existence of such vacancy. The vacancy shall be
filled with a Trustee appointed in accordance with Section 6.06.

         Section 6.08.  EFFECT OF VACANCIES.

         The death, resignation, retirement, removal, bankruptcy, dissolution,
liquidation, incompetence or incapacity to perform the duties of a Trustee shall
not operate to annul, dissolve or terminate the Trust nor to terminate this
Declaration. Whenever a vacancy in the number of Administrative Trustees shall
occur until such vacancy is filled by the appointment of an Administrative
Trustee in accordance with Section 6.06, the Administrative Trustees in office,
regardless of the number, shall have all the powers granted to the
Administrative Trustees and shall discharge all the duties imposed upon the
Administrative Trustees by this Declaration.


                                          34



         Section 6.09.  MEETINGS.

         If there is more than one Administrative Trustee, meetings of the
Administrative Trustees shall be held from time to time upon the call of any
Administrative Trustee. Regular meetings of the Administrative Trustees may be
held at a time and place fixed by resolution of the Administrative Trustees.
Notice of any in-person meetings of the Administrative Trustees shall be hand
delivered or otherwise delivered in writing (including by facsimile, with a hard
copy by overnight courier) not less than 48 hours before such meeting. Notice of
any telephonic meetings of the Administrative Trustees shall be hand delivered
or otherwise delivered in writing (including by facsimile, with a hard copy by
overnight courier) not less than 24 hours before a meeting. Notices shall
contain a brief statement of the time, place and anticipated purposes of the
meeting. The presence (whether in person or by telephone) of an Administrative
Trustee at a meeting shall constitute a waiver of notice of such meeting except
where an Administrative Trustee attends a meeting for the express purpose of
objecting to the transaction of any activity on the ground that the meeting has
not been lawfully called or convened. Unless provided otherwise in this
Declaration, any action of the Administrative Trustees may be taken at a meeting
by vote of a majority of the Administrative Trustees present (whether in person
or by telephone) and eligible to vote with respect to such matter, provided a
Quorum is present, or without a meeting and without prior notice by the
unanimous written consent of the Administrative Trustees. In the event there is
only one Administrative Trustee, any and all action of such Administrative
Trustee shall be evidenced by a written consent of such Administrative Trustee.

         Section 6.10.  DELEGATION OF POWER BY THE ADMINISTRATIVE TRUSTEES.

         The Administrative Trustees shall have the power to delegate from time
to time to such of their number or to officers of the Trust or any other Person
that is a United States Person the doing of such things and the execution of
such instruments either in the name of the Trust or the names of the
Administrative Trustees or otherwise as the Administrative Trustees may deem
expedient, to the extent such delegation is not prohibited by applicable law or
contrary to the provisions of the Trust, as set forth herein.

         Section 6.11. MERGER, CONSOLIDATION, CONVERSION OR SUCCESSION TO
BUSINESS.

         Any entity into which the Property Trustee, the Delaware Trustee or any
Administrative Trustee that is not a natural person may be merged or converted
or with such Trustee may be consolidated, or any entity resulting from any
merger, conversion or consolidation to which such Trustee is a party, or any
entity succeeding to all or substantially all the corporate trust business of
such Trustee, shall be the successor of such Trustee hereunder, without the
execution or filing of any paper or any further act on the part of any of the
parties hereto, PROVIDED that such entity otherwise is qualified and eligible
under this Article.

                                    ARTICLE 7
                             TERMS OF THE SECURITIES

         Section 7.01.  GENERAL PROVISIONS REGARDING THE SECURITIES.


                                          35



            (a) The Administrative Trustees shall issue, on behalf of the Trust,
one class of preferred securities representing undivided beneficial interests in
the assets of the Trust (the "Preferred Securities") and one class of common
securities representing undivided beneficial interests in the assets of the
Trust (the "Common Securities").

                      (i) Preferred Securities. The Preferred Securities of the
         Trust shall have an aggregate stated liquidation amount of
         __________________________________ dollars ($_____________)
         [(________________________ dollars ($____________) if the
         over-allotment option granted in the Underwriting Agreement is
         exercised in full)] or $25 per Preferred Security. The Preferred
         Securities are hereby designated for identification purposes only as
         the Preferred Securities. A form of the Preferred Security Certificate
         is attached as Exhibit A hereto.

                      (ii) Common Securities. The Common Securities of the Trust
         shall have an aggregate liquidation amount of _________________ dollars
         ($_____________)[(________________________ dollars ($____________) if
         the over-allotment option granted in the Underwriting Agreement is
         exercised in full)] or $25 per Common Security. The Common Securities
         are hereby designated for identification purposes only as the Common
         Securities. A form of the Common Security Certificates is attached as
         Exhibit B hereto.

            (b) Payment of Distributions on, and any payment of the Redemption
Price upon a redemption of, the Preferred Securities and the Common Securities,
as applicable, shall be made Pro Rata based on the liquidation amount of such
Preferred Securities and Common Securities; PROVIDED that if on any date on
which such amounts are payable, a Trust Enforcement Event has occurred and is
continuing, then no payments shall be made on any of the Common Securities,
until all accumulated and unpaid Distributions on, or the Redemption Price of,
as the case may be, all of the outstanding Preferred Securities for which
Distributions are to be paid or that have been called for redemption, as the
case may be, are fully paid. All funds available to the Property Trustee shall
first be applied to the payment in full in cash of all Distributions on, or the
Redemption Price of, the Preferred Securities then due and payable.

            (c) The consideration received by the Trust for the issuance of the
Securities shall constitute a contribution to the capital of the Trust and shall
not constitute a loan to the Trust.

            (d) Upon issuance of the Securities as provided in this Declaration,
the Securities so issued shall be validly issued, fully paid and (subject to
Section 9.01(b)) non-assessable beneficial interests in the assets of the Trust.

            (e) Every Person, by virtue of having become a Holder or a
Beneficial Owner of Preferred Securities in accordance with the terms of this
Declaration, shall be deemed to have expressly assented and agreed to the terms
of, and shall be governed by, this Declaration, the Guarantee, the Indenture,
the Purchase Contract Agreement, the Pledge Agreement and the [Subordinated]
Notes.

            (f) The Holders of the Securities shall not have any preemptive or
similar rights.


                                          36



            (g) The Certificates shall be signed on behalf of the Trust by an
Administrative Trustee. Such signature shall be the manual or facsimile
signature of any Administrative Trustee. If an Administrative Trustee of the
Trust who has signed any of the Certificates ceases to be an Administrative
Trustee before such signed Certificates have been delivered by the Trust, such
Certificates nevertheless may be delivered as though the Person who signed such
Certificates had not ceased to be an Administrative Trustee. Any Certificate may
be signed on behalf of the Trust by such Persons who, at the actual date of
execution of such Certificate, shall be the Administrative Trustees of the
Trust, although at the date of the execution and delivery of this Declaration
any such Person was not such an Administrative Trustee. Certificates shall be
printed, lithographed or engraved or may be produced in any other manner as is
reasonably acceptable to the Administrative Trustees, as evidenced by their
execution thereof, and may have such letters, numbers or other marks of
identification or designation and such legends or endorsements as the
Administrative Trustees may deem appropriate, or as may be required to comply
with any law or with any rule or regulation of any stock exchange on which the
Securities may be listed, or to conform to usage.

         A Preferred Security Certificate shall not be valid until authenticated
by the manual signature of an authorized signatory of the Property Trustee. Such
signature shall be conclusive evidence that such Preferred Security Certificate
has been authenticated under this Declaration.

         Upon a written order of the Trust signed by one Administrative Trustee,
the Property Trustee shall authenticate the Preferred Security Certificates for
original issue. The aggregate number of Preferred Securities outstanding at any
time shall not exceed the liquidation amount set forth in Section 7.01(a)(i).

         The Property Trustee may appoint an authenticating agent acceptable to
the Trust, as determined by the Administrative Trustees on behalf of the Trust,
to authenticate Certificates. An authenticating agent may authenticate
Certificates whenever the Property Trustee may do so. Each reference in this
Declaration to authentication by the Property Trustee shall include
authentication by such agent. An authenticating agent shall have the same rights
as the Property Trustee to deal with the Sponsor or an Affiliate of the Sponsor.

            (h) The Preferred Securities, upon original issuance, shall be
issued in the form of one or more fully registered global Preferred Security
Certificates (each a "Global Certificate"), to be delivered to, or pursuant to
the instructions of, The Depository Trust Company, the initial Depositary, by or
on behalf of the Trust. Such Global Certificates initially shall be registered
on the books and records of the Trust in the name of "Cede & Co.," the nominee
of the initial Depositary. No Beneficial Owner of Preferred Securities shall
receive a definitive Preferred Security Certificate representing such Beneficial
Owner's interests in the Global Certificates, except as provided in Section
7.12. Unless and until definitive, fully registered Preferred Security
Certificates have been issued to the Beneficial Owners of Preferred Securities
pursuant to Section 7.12,

                      (i)  the provisions of this Section 7.01 shall be in full
         force and effect;

                      (ii) the Trust and the Trustees shall be entitled to deal
         with the Depositary for all purposes of this Declaration (including the
         payment of Distributions on the Preferred


                                          37



         Securities represented by the Global Certificates and receiving
         approvals, votes or consents thereunder) as the Holder of the Preferred
         Securities represented by the Global Certificates and, except as set
         forth herein or in Rule 3a-7 (if the Trust is excluded from the
         definition of an Investment Company solely by reason of Rule 3a-7) with
         respect to the Property Trustee, shall have no obligation to the
         Beneficial Owners of the Preferred Securities;

                      (iii) to the extent that the provisions of this Section
         7.01 conflict with any other provisions of this Declaration, the
         provisions of this Section 7.01 shall control; and

                      (iv) the rights of the Beneficial Owners of the Preferred
         Securities shall be exercised only through the Depositary and shall be
         limited to those established by law and agreements between such
         Beneficial Owners and the Depositary and/or the Depositary
         Participants; PROVIDED that no such agreement shall give to any Person
         any rights against the Trust or the Property Trustee without the
         written consent of the parties so affected. The Depositary shall make
         book-entry transfers among Depositary Participants and receive and
         transmit Distributions on the Preferred Securities represented by the
         Global Certificates to such Depositary Participants; PROVIDED that
         solely for the purposes of determining whether the Holders of the
         requisite amount of Preferred Securities have voted on any matter
         provided for in this Declaration, so long as definitive Preferred
         Security Certificates have not been issued, the Trustees may rely
         conclusively on, and shall be fully protected in relying on, any
         written instrument (including a proxy) delivered to the Trustees by the
         Depositary setting forth the votes of the Beneficial Owners of the
         Preferred Securities or assigning the right to vote on any matter to
         any other Persons either in whole or in part.

         Whenever a notice or other communication to the Holder of the Preferred
Securities is required to be given under this Declaration, unless and until
definitive Preferred Security Certificates have been issued pursuant to Section
7.01(g), the Trustees shall deliver all such notices and communications
specified herein to be given to the Holders of the Preferred Securities to the
Depositary, and, with respect to any Preferred Security Certificate registered
in the name of a Depositary or the nominee of a Depositary, the Trustees may
conclusively rely on, and shall be fully protected in relying on, any written
instrument (including a proxy) delivered to the Trustees by the Depositary
setting forth the votes of the Beneficial Owners of the Preferred Securities or
assigning the right to vote on any matter or any other Persons either in whole
or in part. Multiple requests and directions from and votes of the Depositary as
the Holder of the Preferred Securities represented by Global Certificates with
respect to any particular matter shall not be deemed inconsistent to the extent
they do not represent an amount of Preferred Securities in excess of those held
in the name of the Depositary or its nominee.

         Section 7.02.  DISTRIBUTIONS.

            (a) Holders of the Securities shall be entitled to receive
Distributions that shall accumulate and be payable at the rate per annum of
__% of the stated liquidation amount of $25 per Security until _____________,
and at the Reset Rate thereafter. The amount of Distributions payable for any
period shall be computed (i) for any full quarterly distribution period, on
the basis of a 360-day year of twelve 30-day months and (ii) for any period
shorter than a full

                                          38



quarterly distribution period, on the basis of a 30-day month and, for any
period of less than one month, on the basis of the actual number of days elapsed
per 30-day month. Subject to Section 7.01(b), Distributions shall be made on the
Securities on a Pro Rata basis. Distributions on the Securities shall accumulate
from ____________, 2001, shall be cumulative and shall be payable quarterly, in
arrears, on ___________, ___________, ___________ and __________ of each year,
commencing ___________, 2002, when, as and if available for payment, by the
Property Trustee, except as otherwise described below. Distributions shall be
payable only to the extent that payments are made to the Trust in respect of the
[Subordinated] Notes held by the Property Trustee and to the extent that the
Trust has funds available for the payment of such Distributions in the Property
Account.

            (b) Distributions not paid on the scheduled payment date shall
accumulate and compound quarterly at the rate of __% per annum until
______________ and at the Reset Rate thereafter ("Compounded Distributions").
"Distributions" shall mean ordinary cumulative distributions together with any
Compounded Distributions.

            (c) If and to the extent that the [Subordinated] Notes Issuer makes
a payment of principal of and any premium or interest on the [Subordinated]
Notes held by the Property Trustee (the amount of any such payment being a
"Payment Amount"), the Property Trustee shall and is directed, to the extent
funds are available for that purpose, to make a Pro Rata distribution of the
Payment Amount to Holders, subject to Section 7.01(b).

            (d) Distributions on the Securities shall be payable to the Holders
thereof as they appear on the register of the Trust as of the close of business
on the relevant record dates. If the Preferred Securities are represented by one
or more Global Certificates, the relevant record dates shall be the close of
business on the Business Day preceding such Distribution payment date, unless a
different regular record date is established or provided for the corresponding
interest payment date on the [Subordinated] Notes. The relevant record dates for
the Common Securities shall be the same as for the Preferred Securities. If the
Preferred Securities are not represented by one or more Global Certificates, the
relevant record dates for the Preferred Securities shall be selected by the
Administrative Trustees and shall be the fifteenth Business Day prior to the
relevant Distribution payment dates. At all times, the Distribution payment
dates shall correspond to the interest payment dates on the [Subordinated]
Notes. Distributions payable on any Securities that are not punctually paid on
any Distribution payment date, as a result of the [Subordinated] Notes Issuer
having failed to make a payment under the [Subordinated] Notes, shall cease to
be payable to the Person in whose name such Securities are registered on the
relevant record date, and such defaulted Distribution instead shall be payable
to the Person in whose name such Securities are registered on the special record
date or other specified date determined in accordance with this Declaration. If
any date on which Distributions are payable on the Securities is not a Business
Day, then payment of the Distribution payable on such date shall be made on the
next day that is a Business Day (and without any interest or other payment in
respect of any such delay), except that if such Business Day is in the next
calendar year, such payment shall be made on the preceding Business Day, with
the same force and effect as if made on such payment date.


                                          39



            (e) In the event that there is any money or other property held by
or for the Trust that is not accounted for hereunder, such property shall be
distributed Pro Rata among the Holders of the Securities, subject to Section
7.01(b).

         Section 7.03.  REDEMPTION OF SECURITIES.

            (a) Upon the repayment of the [Subordinated] Notes held by the Trust
at the stated maturity of the [Subordinated] Notes, the proceeds from such
repayment shall be simultaneously applied Pro Rata (subject to Section 7.01(b))
to redeem Securities having an aggregate liquidation amount equal to the
aggregate principal amount of the [Subordinated] Notes so repaid.

            (b) If the [Subordinated] Notes Issuer redeems the [Subordinated]
Notes upon the occurrence and continuance of a Tax Event, the proceeds from
such redemption shall be applied by the Property Trustee to redeem the
Securities in whole (but not in part) at a price per Security equal to the
Redemption Amount attributable to a [Subordinated] Note with a principal
amount equal to the stated liquidation amount of such Security plus any
accumulated and unpaid Distributions thereon to the Tax Event Redemption
Date. If, following the occurrence of a Tax Event, the [Subordinated] Notes
Issuer exercises its option to redeem the [Subordinated] Notes, the
[Subordinated] Notes Issuer shall appoint the Quotation Agent. Subject to the
Trust's fulfillment of the notice requirements set forth in Section 7.04(a),
if a Tax Event Redemption occurs prior to the Purchase Contract Settlement
Date, the price payable in liquidation of the Securities will be distributed
to [            ], acting as the securities intermediary under the Pledge
Agreement, which in turn will apply that amount to purchase the Treasury
Portfolio and remit the remaining portion, if any, of such price to
[                  ], acting as the purchase contract agent under the
Purchase Contract Agreement, for payment to the Holders of the Securities. If
such excess amount referred to in the immediately preceding sentence is to be
paid to Holders of the Securities, (i) with respect to the Preferred
Securities represented by one or more Global Certificates, by 12:00 noon, New
York City time, on the Tax Event Redemption Date, the Purchase Contract Agent
will deposit irrevocably with the Depositary or its nominee funds sufficient
to pay such amount, and the Purchase Contract Agent shall give the Depositary
irrevocable instructions and authority to pay such amount to the Beneficial
Owners of the Preferred Securities, and (ii) with respect to Securities not
represented by one or more Global Certificates, the Purchase Contract Agent
shall pay such amount to the Holders of such Securities by check mailed to
the address of each Holder appearing on the Security Register of the Trust on
the Tax Event Redemption Date. If a Tax Event Redemption occurs after the
Purchase Contract Settlement Date, the Treasury Portfolio shall not be
purchased and the Property Trustee shall distribute to the Holders of the
Securities on the Tax Event Redemption Date, the Redemption Price payable in
liquidation of such Holders' interests in the assets of the Trust in
accordance with Section 7.04(b) below.

         Section 7.04.  REDEMPTION PROCEDURES.

            (a) Notice of any redemption of, or notice of distribution of
[Subordinated] Notes in exchange for, the Securities (a "Redemption/Distribution
Notice"), which notice shall be irrevocable, shall be given by the Trust by mail
to each Holder of Securities to be redeemed or exchanged at least 30 but no more
than 60 days before the date fixed for redemption or exchange


                                          40



thereof which, in the case of a redemption, shall be the date fixed for
redemption of the [Subordinated] Notes. For purposes of the calculation of
the date of redemption or exchange and the dates on which notices are given
pursuant to this Section 7.04(a), a Redemption/Distribution Notice shall be
deemed to be given on the day such notice is first mailed by first-class
mail, postage prepaid, to the Holders of the Securities. Each
Redemption/Distribution Notice shall be addressed to the Holders of the
Securities at the address of each such Holder appearing in the register of
the Trust. All notices of redemption shall state:

                      (i)  the date fixed for redemption;

                      (ii) the Redemption Price;

                      (iii) the applicable CUSIP number;

                      (iv) that on the date fixed for redemption the Redemption
         Price will become due and payable upon each Security to be redeemed and
         that Distributions thereon will cease to accrue on and after said date;
         and

                      (v)  the place or places where such Securities are to be
         surrendered for payment of the Redemption Price.

No defect in the Redemption/Distribution Notice or in the mailing of either
thereof with respect to any Holder shall affect the validity of the redemption
or exchange proceedings with respect to any other Holder.

            (b) Subject to the Trust's fulfillment of the notice requirements
set forth in Section 7.04(a), if Securities are to be redeemed, other than in
connection with a Tax Event Redemption which occurs prior to the Purchase
Contract Settlement Date, which shall occur in accordance with Section 7.03(b)
above, then (PROVIDED that the [Subordinated] Notes Issuer has paid the Property
Trustee a sufficient amount of cash in connection with the related redemption or
maturity of the [Subordinated] Notes) (i) with respect to the Preferred
Securities represented by one or more Global Certificates, by 12:00 noon, New
York City time, on the redemption date, the Property Trustee will deposit
irrevocably with the Depositary or its nominee funds sufficient to pay the
applicable Redemption Price, and the Property Trustee shall give the Depositary
irrevocable instructions and authority to pay the Redemption Price to the
Beneficial Owners of the Preferred Securities, and (ii) with respect to
Securities not represented by one or more Global Certificates, the Property
Trustee shall pay the applicable Redemption Price to the Holders of such
Securities by check mailed to the address of each Holder appearing on the
register of the Trust on the redemption date. If any date fixed for redemption
of Securities is not a Business Day, then payment of the Redemption Price
payable on such date shall be made on the next Business Day (without any
interest thereon), except that if such Business Day falls in the next calendar
year, such payment shall be made on the preceding Business Day, in each case
with the same force and effect as if made on such date fixed for redemption.
Notwithstanding the foregoing, so long as the Holder of any Preferred Securities
is the Collateral Agent or the Purchase Contract Agent, the payment of the
Redemption Price in respect of the Preferred Securities held by the Collateral
Agent or the Purchase Contract Agent shall be made no later than 12:00 noon, New
York City time, on the redemption date by check or wire transfer in


                                          41



immediately available funds at such place and to such account as may be
designated by the Collateral Agent or the Purchase Contract Agent. If payment
of the Redemption Price in respect of any Securities is improperly withheld
or refused and not paid either by the Trust or by the Sponsor as guarantor
pursuant to the Guarantee, then Distributions on such Securities shall
continue to accumulate at the then applicable rate, from the original
redemption date to the actual date of payment, in which case the actual
payment date shall be the date fixed for redemption for purposes of
calculating the Redemption Price. For these purposes, the applicable
Redemption Price shall not include Distributions that are being paid to
Holders of Securities who were not Holders of Securities on a relevant record
date. If a Redemption/Distribution Notice has been given and funds have been
deposited or paid as required, then immediately prior to the close of
business on the date of such deposit or payment, Distributions will cease to
accumulate on the Securities called for redemption, and all rights of Holders
of such Securities so called for redemption shall cease, except the right of
the Holders of such Securities to receive the Redemption Price, but without
interest on such Redemption Price, and from and after the date fixed for
redemption, such Securities will cease to be outstanding.

         Neither the Administrative Trustees nor the Trust shall be required to
register or cause to be registered the transfer of any Securities that have been
called for redemption, except for the unredeemed portion of any Securities being
redeemed in part.

            (c) Subject to the foregoing and applicable law (including, without
limitation, United States federal securities laws), the [Subordinated] Notes
Issuer or its Affiliates may purchase, at any time and from time to time,
outstanding Preferred Securities by tender, in the open market, by private
agreement or otherwise.

         Section 7.05.  VOTING RIGHTS OF THE PREFERRED SECURITIES.

            (a) Except as provided under this Section 7.05 and Section 11.01 and
as otherwise required by the Business Trust Act, the Trust Indenture Act and
other applicable law, the Holders of the Preferred Securities shall have no
voting rights.

            (b) Subject to the requirement of the Property Trustee obtaining a
tax opinion in certain circumstances set forth in Section 7.05(d), the Holders
of a Majority in Liquidation Amount of the Preferred Securities, voting
separately as a class, shall have the right to direct the time, method and place
of conducting any proceeding for any remedy available to the Property Trustee,
or to direct the exercise of any trust or power conferred upon the Property
Trustee under this Declaration, including the right to direct the Property
Trustee, as Holder of the [Subordinated] Notes, to (i) exercise the remedies
available to it under the Indenture, (ii) consent to any amendment or
modification of the Indenture or the [Subordinated] Notes where such consent is
required or (iii) waive any past default and its consequences that are waivable
under the Indenture; PROVIDED that if an Indenture Event of Default has occurred
and is continuing, then the Holders of 25% of the aggregate stated liquidation
amount of the Preferred Securities may direct the Property Trustee to declare
the principal of and interest on the [Subordinated] Notes due and payable;
PROVIDED FURTHER that where a consent or action under the Indenture would
require the consent or act of the Holders of more than a majority of the
aggregate principal amount of [Subordinated] Notes affected thereby, the
Property Trustee only may give such consent or take such action at the direction
of the Holders of at least the same proportion in


                                          42



aggregate stated liquidation amount of the Preferred Securities; and PROVIDED
FURTHER, however, that (subject to the provisions of Section 3.09) the
Property Trustee shall have the right to decline to follow any such direction
if the Property Trustee, being advised by counsel, determines that the action
or proceeding so directed may not lawfully be taken or if the Property
Trustee, in good faith, by its board of directors or trustees, executive
committee, or a trust committee of directors or trustees, and/or Responsible
Officers, shall determine that the action or proceeding so directed would
involve the Property Trustee in personal liability.

            (c) If the Property Trustee fails to enforce its rights under the
[Subordinated] Notes after a Holder of Preferred Securities has made a written
request, such Holder of Preferred Securities may institute, to the fullest
extent permitted by law, a legal proceeding directly against the [Subordinated]
Notes Issuer to enforce the Property Trustee's rights under the Indenture
without first instituting any legal proceeding against the Property Trustee or
any other Person. In addition, if a Trust Enforcement Event has occurred and is
continuing and such event is attributable to the failure of the [Subordinated]
Notes Issuer to make any interest, principal or other required payments when due
under the Indenture, then a Holder of Preferred Securities may institute a
Direct Action against the [Subordinated] Notes Issuer on or after the respective
due date specified in the [Subordinated] Notes. In connection with such Direct
Action, the [Subordinated] Notes Issuer will be subrogated to the rights of such
Holder of Preferred Securities to the extent of any payment made by the
[Subordinated] Notes Issuer to such Holders of Preferred Securities in such
Direct Action.

            (d) The Property Trustee shall notify all Holders of the Preferred
Securities of any notice of any Indenture Event of Default received from the
[Subordinated] Notes Issuer with respect to the [Subordinated] Notes. Such
notice shall state that such Indenture Event of Default also constitutes a Trust
Enforcement Event. Except with respect to directing the time, method, and place
of conducting a proceeding for a remedy, the Property Trustee shall be under no
obligation to take any of the actions described in clauses (i) and (ii) of
Section 7.05(b) above, unless the Property Trustee has received an opinion of
independent tax counsel to the effect that the Trust will not fail to be
classified as a grantor trust for United States federal income tax purposes as a
result of such action, and that each Holder of Preferred Securities shall be
treated as owning an undivided beneficial interest in the [Subordinated] Notes.

            (e) If the consent of the Property Trustee, as the Holder of the
[Subordinated] Notes, is required under the Indenture with respect to any
amendment or modification of the Indenture, the Property Trustee shall request
the direction of the Holders of the Securities with respect to such amendment or
modification and shall vote with respect to such amendment or modification as
directed by a Majority in Liquidation Amount of the Securities voting together
as a single class; PROVIDED that where a consent under the Indenture would
require the consent of the Holders of more than a majority of the aggregate
principal amount of the [Subordinated] Notes, the Property Trustee only may give
such consent at the direction of the Holders of at least the same proportion in
aggregate stated liquidation amount of the Securities. The Property Trustee
shall not take any such action in accordance with the directions of the Holders
of the Securities unless the Property Trustee has obtained an opinion of
independent tax counsel to the effect that the Trust will not be classified as
other than a grantor trust for United States federal income tax purposes as a
result of such action, and that each Holder will be treated as owning an
undivided beneficial interest in the [Subordinated] Notes.


                                          43




            (f) No vote or consent of the Holders of the Preferred Securities
shall be required for the Trust to redeem and cancel the Preferred Securities or
distribute the [Subordinated] Notes in accordance with this Declaration and the
terms of the Securities.

            (g) Notwithstanding that the Holders of the Preferred Securities are
entitled to vote or consent under any of the circumstances described above, any
of the Preferred Securities that are owned at such time by the [Subordinated]
Notes Issuer, the Trustees or any entity directly or indirectly controlled by,
or under direct or indirect common control with, the [Subordinated] Notes Issuer
or any Trustee shall not be entitled to vote or consent and shall be treated,
for purposes of such vote or consent, as if such Preferred Securities were not
outstanding.

            (h) Except as provided under Section 7.05(i), the Holders of the
Preferred Securities shall have no rights to appoint or remove the Trustees,
who, subject to Section 6.06, may be appointed, removed or replaced by the
Holders of the Common Securities.

            (i) If an Indenture Event of Default has occurred and is continuing,
the Property Trustee and the Delaware Trustee may be removed and replaced,
subject to Section 6.06(b), at such time by a Majority in Liquidation Amount of
the Preferred Securities.

            (j) The Holders of a Majority in Liquidation Amount of the Preferred
Securities may waive, by vote or written consent, on behalf of the Holders of
all of the Preferred Securities, any past Trust Enforcement Event in respect of
the Preferred Securities and its consequences, PROVIDED that if the underlying
Indenture Event of Default:

                      (i)  is not waivable under the Indenture, then the Trust
         Enforcement Event under this Declaration also shall not be waivable;
         and

                      (ii) requires the vote or consent of the holders of
         greater than a majority in principal amount of the [Subordinated] Notes
         (a "Supermajority") to be waived under the Indenture, the related Trust
         Enforcement Event under this Declaration only may be waived by the vote
         or written consent of the Holders of at least the same Supermajority in
         aggregate stated liquidation amount of the Preferred Securities
         outstanding.

Upon such waiver, any such Trust Enforcement Event in respect of the Preferred
Securities shall be deemed to have been cured for every purpose of this
Declaration and the Preferred Securities, but no such waiver shall extend to any
subsequent or other Trust Enforcement Event with respect to the Preferred
Securities or impair any right consequent thereon. A waiver of an Indenture
Event of Default under the Indenture by the Property Trustee at the direction of
the Holders of the Preferred Securities shall also constitute a waiver of the
corresponding Trust Enforcement Event under this Declaration. Any waiver by the
Holders of the Preferred Securities of a Trust Enforcement Event with respect to
the Preferred Securities also shall be deemed to constitute a waiver by the
Holders of the Common Securities of any such Trust Enforcement Event with
respect to the Common Securities for all purposes of this Declaration without
any further act, vote or consent of the Holders of the Common Securities.

            (k) The Holders of the Common Securities may waive, by vote or
written consent, any past Trust Enforcement Event in respect of the Common
Securities and its consequences,


                                          44



PROVIDED that if the underlying Indenture Event of Default is not waivable
under the Indenture, then, except where the Holders of the Common Securities
have been deemed to have waived such Trust Enforcement as provided below in
this Section 7.05(k), the related Trust Enforcement Event under this
Declaration also shall not be waivable. The Holders of the Common Securities
shall be deemed to have waived any and all Trust Enforcement Events in
respect of the Common Securities and the consequences thereof until all Trust
Enforcement Events in respect of the Preferred Securities have been cured,
waived or otherwise eliminated. Until all Trust Enforcement Events in respect
of the Preferred Securities have been so cured, waived or otherwise
eliminated, the Property Trustee shall be deemed to be acting solely on
behalf of the Holders of the Preferred Securities, and only the Holders of
the Preferred Securities shall have the right to direct the Property Trustee.
Subject to the foregoing provisions of this Section 7.05(k), upon such cure,
waiver or other elimination, any Trust Enforcement Event in respect of the
Common Securities shall be deemed to have been cured for every purpose of
this Declaration and the Common Securities, but no such waiver shall extend
to any subsequent or other Trust Enforcement Event with respect to the Common
Securities or impair any right consequent thereon.

            (l) The foregoing provisions of this Section 7.05(j), (k) and (l)
shall be in lieu of Sections 316(a)(1)(A) and 316(a)(1)(B) of the Trust
Indenture Act, and Sections 316(a)(1)(A) and 316(a)(1)(B) of the Trust Indenture
Act are hereby expressly excluded from this Declaration and the Securities, as
permitted by the Trust Indenture Act.

         Section 7.06.  VOTING RIGHTS OF THE COMMON SECURITIES.

            (a) Except as provided under Section 6.01(b), this Section 7.06 and
Section 11.01 and as otherwise required by the Business Trust Act, the Trust
Indenture Act or other applicable law or provided by this Declaration, the
Holders of the Common Securities shall have no voting rights.

            (b) Subject to Section 7.05(i), the Holders of the Common Securities
shall be entitled to vote to appoint, remove or replace any Trustee or to
increase or decrease the number of Trustees in accordance with Article 6.

            (c) Subject to Section 7.05 and only after all Trust Enforcement
Events with respect to the Preferred Securities have been cured, waived, or
otherwise eliminated and subject to the requirement of the Property Trustee
obtaining a tax opinion in certain circumstances set forth in this paragraph
(c), the Holders of the Common Securities shall have the right to direct the
time, method and place of conducting any proceeding for any remedy available to
the Property Trustee, or to direct the exercise of any trust or power conferred
upon the Property Trustee under this Declaration, including the right to direct
the Property Trustee, as Holder of the [Subordinated] Notes, to (i) exercise the
remedies available to it under the Indenture, (ii) consent to any amendment or
modification of the Indenture or the [Subordinated] Notes where such consent is
required or (iii) waive any past default and its consequences that are waivable
under the Indenture; PROVIDED that where a consent or action under the Indenture
would require the consent or act of the Holders of more than a majority of the
aggregate principal amount of [Subordinated] Notes affected thereby, only the
Holders of at least the same proportion of the aggregate stated liquidation
amount of the Common Securities may direct the Property Trustee to


                                          45



give such consent or take such action. Except with respect to directing the
time, method, and place of conducting a proceeding for a remedy, the Property
Trustee shall be under no obligation to take any of the actions described in
clauses (i) and (ii) above unless the Property Trustee has obtained an
opinion of independent tax counsel to the effect that, as a result of such
action, for United States federal income tax purposes the Trust will not fail
to be classified as a grantor trust and each Holder will be treated as owning
an undivided beneficial interest in the [Subordinated] Notes.

            (d) If the Property Trustee fails to enforce its rights under the
[Subordinated] Notes after the Holders of the Common Securities have made a
written request, the Holders of the Common Securities may institute, to the
fullest extent permitted by law, a legal proceeding directly against the
[Subordinated] Notes Issuer to enforce the Property Trustee's rights under the
[Subordinated] Notes without first instituting any legal proceeding against the
Property Trustee or any other Person.

            (e) A waiver of an Indenture Event of Default with respect to the
[Subordinated] Notes shall constitute a waiver of the corresponding Trust
Enforcement Event.

            (f) Any required approval or direction of the Holders of the Common
Securities may be given at a separate meeting of the Holders of the Common
Securities convened for such purpose, at a meeting of all of the Holders of the
Securities or pursuant to written consent without prior notice. The
Administrative Trustees shall cause a notice of any meeting at which the Holders
of the Common Securities are entitled to vote to be mailed to the Holders of the
Common Securities. Such notice shall include a statement setting forth: (i) the
date of such meeting; (ii) a description of any resolution proposed for adoption
at such meeting on which the Holders of the Common Securities are entitled to
vote; and (iii) instructions for the delivery of proxies.

            (g) No vote or consent of the Holders of the Common Securities shall
be required for the Trust to redeem and cancel the Common Securities or to
distribute [Subordinated] Notes in accordance with this Declaration and the
terms of the Securities.

         Section 7.07.  PAYING AGENT.

         The Trust shall maintain in the Borough of Manhattan, New York City,
State of New York, an office or agency where the Preferred Securities may be
presented for payment. The Administrative Trustees shall appoint such paying
agent (which shall be a bank or trust company acceptable to the [Subordinated]
Notes Issuer and shall comply with Section 317(b) of the Trust Indenture Act)
and may appoint one or more additional paying agents in such other locations as
they shall determine. The term "Paying Agent" includes any additional paying
agent. The Administrative Trustees may change any Paying Agent without prior
notice to the Holders of the Securities. The Administrative Trustees shall
notify the Property Trustee of the name and address of any Paying Agent not a
party to this Declaration. If the Administrative Trustees, on behalf of the
Trust, fail to appoint or maintain another entity as Paying Agent, the Property
Trustee shall act as such. The Paying Agent shall be permitted to resign as
Paying Agent upon 30 days' written notice to the Property Trustee and the
[Subordinated] Notes Issuer.


                                          46



         Section 7.08.  LISTING.

         The Sponsor shall use its best efforts to cause the Stock Purchase
Units to be listed and maintained as listed for quotation on the [New York Stock
Exchange.]

         Section 7.09.  TRANSFER OF THE SECURITIES.

            (a) The Preferred Securities initially shall be pledged, pursuant to
the terms of the Pledge Agreement, as collateral to secure the obligations of
the Holders of Stock Purchase Units to purchase common shares of the Sponsor in
accordance with the terms of the Purchase Contract Agreement.

                      (i) The Preferred Securities may be transferred, in whole
         or in part, only in accordance with the terms and conditions set forth
         in this Declaration and pursuant to the Pledge Agreement. To the
         fullest extent permitted by law, any transfer or purported transfer of
         any Preferred Security not made in accordance with this Declaration
         shall be null and void.

                      (ii) Subject to this Section 7.09 and Section 7.12, the
         Preferred Securities shall be freely transferable.

                      (iii) The Trust shall cause to be kept at the Corporate
         Trust Office a register in which, subject to such reasonable
         regulations as it may prescribe, the Trust shall provide for the
         registration of Preferred Securities and of transfers of Preferred
         Securities. The Property Trustee is hereby appointed "Security
         Registrar" for the purpose of registering Preferred Securities and
         transfers of Preferred Securities as herein provided.

                      (iv) Upon surrender for registration of transfer of any
         Preferred Securities at an office or agency of the Trust designated for
         such purpose, an Administrative Trustee shall execute, and the Property
         Trustee shall authenticate and deliver, in the name of the designated
         transferee or transferees, one or more new Preferred Securities of any
         authorized denominations and of a like aggregate principal amount.

                      (v) At the option of the Holder, Preferred Securities may
         be exchanged for other Preferred Securities of any authorized
         denominations and of a like aggregate principal amount, upon surrender
         of the Preferred Securities to be exchanged at such office or agency.
         Whenever any Preferred Securities are so surrendered for exchange, an
         Administrative Trustee shall execute, and the Property Trustee shall
         authenticate and deliver, the Preferred Securities that the Holder
         making the exchange is entitled to receive.

                      (vi) If so required by the Trust or the Property Trustee,
         every Preferred Security presented or surrendered for registration of
         transfer or for exchange shall be duly endorsed, or accompanied by a
         duly executed written instrument of transfer in form satisfactory to
         the Trust and the Security Registrar, by the Holder thereof or his
         attorney duly authorized in writing.


                                      47



                      (vii) No service charge shall be made for any registration
         of transfer or exchange of Preferred Securities, but the Trust may
         require payment 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 Preferred Securities.

            (b) The [Subordinated] Notes Issuer may not transfer the Common
Securities except in connection with the transactions permitted under Section
10.01 of the Indenture; PROVIDED that each Holder of the Common Securities shall
at all times be a United States Person. To the fullest extent permitted by law,
any attempted transfer of the Common Securities other than as set forth in this
Section 7.09(b) shall be null and void.

         Section 7.10.  MUTILATED, DESTROYED, LOST OR STOLEN CERTIFICATES.

         If:

            (a) any mutilated Certificates are surrendered to the Administrative
Trustees, or if the Administrative Trustees receive evidence to their
satisfaction of the destruction, loss or theft of any Certificate; and

            (b) there shall be delivered to the Administrative Trustees such
security or indemnity as may be required by them to keep each of them and the
Property Trustee harmless, then, in the absence of notice that such Certificate
has been acquired by a protected purchaser, any Administrative Trustee shall
execute and the Property Trustee shall authenticate and deliver, in exchange for
or in lieu of any such mutilated, destroyed, lost or stolen Certificate, a new
Certificate of like denomination. In connection with the issuance of any new
Certificate under this Section 7.10, the Administrative Trustees may require the
payment of a sum sufficient to cover any tax or other governmental charge that
may be imposed in connection therewith. Any duplicate Certificate issued
pursuant to this Section 7.10 shall constitute conclusive evidence of an
ownership interest in the relevant Securities, as if originally issued, whether
or not the lost, stolen or destroyed Certificate is found at any time.

         Section 7.11.  DEEMED HOLDERS.

         The Trustees may treat the Person in whose name any Certificate is
registered on the register of the Trust as the sole holder of such Certificate
and of the Securities represented thereby for purposes of receiving
Distributions and for all other purposes whatsoever. Accordingly, the Trustees
shall not be bound to recognize any equitable or other claim to or interest in
such Certificate or in the Securities represented by such Certificate on the
part of any Person, whether or not the Trust has actual or other notice thereof.

         Section 7.12.  GLOBAL CERTIFICATES.

         Global Certificates shall bear a legend substantially to the following
effect:

                  "This Preferred Security is registered in the name of The
                  Depository Trust Company, a New York corporation (the
                  "Depositary"), or a nominee of the Depositary. This Preferred
                  Security is exchangeable for Preferred Securities registered
                  in the


                                      48


                  name of a person other than the Depositary or its nominee
                  only in the limited circumstances described in the
                  Declaration, and no transfer of this Preferred Security (other
                  than a transfer of this Preferred Security as a whole by the
                  Depositary to a nominee of the Depositary or by a nominee of
                  the Depositary to the Depositary or another nominee of the
                  Depositary) may be reregistered except in limited
                  circumstances.

                  Unless this Global Certificate is presented by an authorized
                  representative of the Depositary to CC Funding Trust I 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 Depositary (and any payment hereon is
                  made to Cede & Co. or to such other entity as is requested by
                  an authorized representative of the Depositary), and except as
                  otherwise provided in the Amended and Restated Declaration of
                  CC Funding Trust I dated as of __________________, 2001, ANY
                  TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY
                  OR TO ANY PERSON (OTHER THAN PURSUANT TO THE PLEDGE AGREEMENT)
                  IS WRONGFUL since the registered owner hereof, Cede & Co., has
                  an interest herein."

         Preferred Securities not represented by a Global Certificate issued in
exchange for all or a portion of the Preferred Securities represented by a
Global Certificate pursuant to this Section 7.12 shall be registered in such
names and in such authorized denominations as the Depositary, pursuant to
instructions from its direct or indirect participants or otherwise, shall
instruct the Property Trustee. Upon execution and authentication, the Property
Trustee shall deliver any Preferred Securities not represented by a Global
Certificate to the Persons in whose names such definitive Preferred Securities
are so registered.

         At such time as the Preferred Securities represented by a Global
Certificate have been redeemed, repurchased or canceled, such Global Certificate
shall be canceled, upon receipt thereof, by the Property Trustee in accordance
with standing procedures of the Depositary. At any time prior to such
cancellation, if any Preferred Securities represented by a Global Certificate
are exchanged for Preferred Securities not represented by a Global Certificate,
redeemed, canceled or transferred to a transferee who receives Preferred
Securities not represented by a Global Certificate, or if any Preferred Security
not represented by a Global Certificate is exchanged or transferred for a
Preferred Security represented by a Global Certificate, then, in accordance with
the standing procedures of the Depositary, the liquidation amount of the
Preferred Securities represented by the Global Certificate shall be reduced or
increased, as the case may be, and an endorsement shall be made on such Global
Certificate by the Property Trustee to reflect such reduction or increase.

         If at any time the Depositary notifies the Trust that it is unwilling,
unable or ineligible to continue as Depositary for the Preferred Securities, the
Administrative Trustees shall appoint a successor Depositary with respect to the
Preferred Securities. If a successor Depositary is not


                                      49


appointed within 90 days after the Trust receives such notice or becomes
aware of such ineligibility, the Trust's election that the Preferred
Securities be represented by one or more Global Certificates shall no longer
be effective, and an Administrative Trustee shall execute, and the Property
Trustee will authenticate and deliver, Preferred Securities in definitive
registered form, in any authorized denominations, in an aggregate stated
liquidation amount equal to the aggregate stated liquidation amount of the
Preferred Securities represented by the Global Certificates in exchange for
such Global Certificates.

         An Administrative Trustee on behalf of the Trust at any time and in its
sole discretion may determine that the Preferred Securities issued in the form
of one or more Global Certificates shall no longer be represented by Global
Certificates. In such event an Administrative Trustee on behalf of the Trust
shall execute, and the Property Trustee shall authenticate and deliver,
Preferred Securities in definitive registered form, in any authorized
denominations, in an aggregate stated liquidation amount equal to the aggregate
stated liquidation amount of the Preferred Securities represented by the Global
Certificates, in exchange for such Global Certificates.

         Notwithstanding any other provisions of this Declaration (other than
the provisions set forth in Section 7.09), Preferred Securities represented by
Global Certificates may not be transferred as a whole except by the Depositary
to a nominee of the Depositary or by a nominee of the Depositary to the
Depositary or another nominee of the Depositary or by the Depositary or any such
nominee to a successor Depositary or a nominee of such successor Depositary.

         Section 7.13.  REMARKETING.

            (a) So long as the Preferred Securities and the Stock Purchase Units
are evidenced by one or more global certificates held by the Depositary, the
[Subordinated] Notes Issuer shall request, not later than 15 nor more than 30
calendar days prior to the Remarketing Date, that the Depositary notify the
Holders of the Preferred Securities and the holders of Stock Purchase Units of
the Remarketing and of the procedures that must be followed if a Holder of Stock
Purchase Units wishes to make a Cash Settlement.

            (b) Not later than 5:00 p.m., New York City time, on the seventh
Business Day preceding the Purchase Contract Settlement Date, each Holder of
Preferred Securities may elect to have the Preferred Securities held by such
Holder remarketed in the Remarketing. Under Section 5.02 of the Purchase
Contract Agreement, holders of Stock Purchase Units that do not give notice of
their intention to make a Cash Settlement of the Purchase Contract component of
their Stock Purchase Units prior to such time in the manner specified in such
Section, or have given such notice but fail to deliver cash prior to 11:00 a.m.,
New York City time, on or prior to the fifth Business Day preceding the Purchase
Contract Settlement Date, shall be deemed to have consented to the disposition
of the Preferred Securities comprising a component of their Stock Purchase Units
in the Remarketing. Holders of the Preferred Securities that are not a component
of Stock Purchase Units wishing to elect to have their Preferred Securities
remarketed shall give to the Property Trustee notice of their election prior to
11:00 a.m., New York City time on the fifth Business Day prior to the Purchase
Contract Settlement Date. Any such notice shall be irrevocable and may not be
conditioned upon the level at which the Reset Rate is established in the
Remarketing. Promptly after 11:00 a.m., New York City time, on such fifth
Business Day,


                                      50



the Property Trustee, based on the notices received by it prior to such time
(including notices from the Purchase Contract Agent as to Purchase Contracts
for which Cash Settlement has been elected and cash received), shall notify
the Trust, the Sponsor and the Remarketing Agent of the number of Preferred
Securities to be tendered for purchase in the Remarketing.

            (c) If any Holder of Stock Purchase Units does not give a notice of
its intention to make a Cash Settlement or gives such notice but fails to
deliver cash as described in Section 7.13(b), or gives a notice of election to
have Preferred Securities that are not a component of Stock Purchase Units
remarketed, then the Preferred Securities of such Holder shall be deemed
tendered for purchase in the Remarketing, notwithstanding any failure by such
Holder to deliver or properly deliver such Preferred Securities to the
Remarketing Agent for purchase.

            (d) The right of each Holder to have Preferred Securities tendered
for purchase shall be limited to the extent that (i) the Remarketing Agent
conducts a Remarketing pursuant to the terms of the Remarketing Agreement, (ii)
the Remarketing Agent is able to find a purchaser or purchasers for the tendered
Preferred Securities and (iii) such purchaser or purchasers deliver the purchase
price therefor to the Remarketing Agent.

            (e) On the Remarketing Date, pursuant to the Remarketing Agreement,
the Remarketing Agent shall use reasonable efforts to remarket, at a price equal
to [100.25]% of the aggregate stated liquidation amount thereof, the Preferred
Securities tendered or deemed tendered for purchase.

            (f) If, as a result of the efforts described in Section 7.13(e), the
Remarketing Agent has determined that it will not be able to remarket all of the
Preferred Securities tendered or deemed tendered for purchase at a price of
[100.25]% of the aggregate stated liquidation amount of such Preferred
Securities, the Remarketing Agent shall determine the Reset Rate, which shall be
the rate per annum (rounded to the nearest one-thousandth (0.001) of one percent
per annum), sufficient to cause the then current aggregate market value of the
Preferred Securities to be equal to [100.25]% of the aggregate stated
liquidation amount of such Preferred Securities, which rate shall be the lowest
rate per annum that in the sole reasonable discretion of the Remarketing Agent
will enable it to remarket all of the Preferred Securities tendered or deemed
tendered for Remarketing at a price of [100.25]% of the aggregate stated
liquidation amount of such Preferred Securities.

            (g) If none of the Holders of the Preferred Securities or the
holders of the Stock Purchase Units elect to have Preferred Securities
remarketed in the Remarketing, the Reset Rate shall be the rate determined by
the Remarketing Agent, in its sole reasonable discretion, as the rate that would
have been established had a Remarketing been held on the Remarketing Date.

            (h) If, by 4:00 p.m., New York City time, on the Remarketing Date,
the Remarketing Agent is unable to remarket all of the Preferred Securities
tendered or deemed tendered for purchase, a failed Remarketing ("Failed
Remarketing") shall be deemed to have occurred and the Remarketing Agent shall
so advise by telephone the Depositary, the Property Trustee, the Indenture
Trustee, the Trust and the Sponsor. In the event of a Failed Remarketing, the
Reset Rate shall equal the Two-Year Benchmark Treasury Rate plus the Applicable
Spread; PROVIDED, HOWEVER, that if the Two-Year Benchmark Treasury Rate is not
displayed in the Telerate system,


                                      51


the Reset Rate shall be calculated by the Remarketing Agent as the yield to
maturity of the Preferred Securities, expressed as a bond equivalent on the
basis of a year of 365 or 366 days, as applicable, and applied on a daily
basis, and computed by taking the arithmetic mean of the secondary market bid
rates, as of 10:30 a.m., New York City time, on the third Business Day prior
to the Purchase Contract Settlement Date of three leading United States
government securities dealers selected by the Remarketing Agent (after
consultation with the Sponsor), which may include the Remarketing Agent or an
Affiliate thereof. Whether or not there has been a Failed Remarketing will be
determined in the sole reasonable discretion of the Remarketing Agent.

            (i) By approximately 4:30 p.m., New York City time, on the
Remarketing Date PROVIDED that there has not been a Failed Remarketing, the
Remarketing Agent shall advise, by telephone (i) the Depositary, the Property
Trustee, the Trust and the Sponsor of the Reset Rate determined in the
Remarketing and the number of Preferred Securities sold in the Remarketing, (ii)
each purchaser (or the Depositary Participant thereof) purchasing Preferred
Securities sold in the Remarketing of the Reset Rate and the number of Preferred
Securities such purchaser is to purchase and (iii) each purchaser to give
instructions to its Depositary Participant to pay the purchase price on the
Purchase Contract Settlement Date in same day funds against delivery of the
Preferred Securities purchased through the facilities of the Depositary.

            (j) In accordance with the Depositary's normal procedures, on the
Remarketing Settlement Date, the transactions described above with respect to
each Preferred Security tendered for purchase and sold in the Remarketing shall
be executed through the Depositary, and the accounts of the respective
Depositary Participants shall be debited and credited and such Preferred
Securities delivered by book-entry as necessary to effect purchases and sales of
such Preferred Securities. The Depositary shall make payment in accordance with
its normal procedures.

            (k) If any Holder of the Preferred Securities selling Preferred
Securities in the Remarketing fails to deliver such Preferred Securities, the
Depositary Participant of such selling Holder and of any other Person that was
to have purchased Preferred Securities in the Remarketing may deliver to any
such other Person a number of Preferred Securities that is less than the number
of Preferred Securities that otherwise was to be purchased by such Person. In
such event, the number of Preferred Securities to be so delivered shall be
determined by such Depositary Participant, and delivery of such lesser number of
Preferred Securities shall constitute good delivery.

            (l) The Remarketing Agent shall not have any obligation whatsoever
to purchase any Preferred Securities, whether in the Remarketing or otherwise,
and shall in no way be obligated to provide funds to make payment upon tender of
Preferred Securities for Remarketing or to otherwise expend or risk its own
funds or incur or to be exposed to financial liability in the performance of its
duties under this Agreement, and without limitation of the foregoing, the
Remarketing Agent shall not be deemed an underwriter of the Preferred
Securities. None of the Trust, any Trustee, the Sponsor or the Remarketing Agent
shall be obligated in any case to provide funds to make payment upon tender of
the Preferred Securities for Remarketing.


                                      52


            (m) Under the Remarketing Agreement, the Sponsor, in its capacity as
[Subordinated] Notes Issuer, shall be liable for, and shall pay, any and all
costs and expenses incurred in connection with the Remarketing, and the Trust
shall not have any liabilities for such costs and expenses; PROVIDED, HOWEVER,
that for the performance of its services, the Remarketing Agent will retain from
the proceeds of the Remarketing an amount equal to [0.25]% of the aggregate
stated liquidation amount of all remarketed Preferred Securities.

            (n) The tender and settlement procedures set in this Section 7.13,
including provisions for payment by purchasers of the Preferred Securities in
the Remarketing, shall be subject to modification to the extent required by the
Depositary or if the book-entry system is no longer available for the Preferred
Securities at the time of the Remarketing, to facilitate the tendering and
remarketing of the Preferred Securities in certificated form. In addition, the
Remarketing Agent may modify the settlement procedures set forth herein in order
to facilitate the settlement process.

                                    ARTICLE 8
                    DISSOLUTION AND TERMINATION OF THE TRUST

         Section 8.01.  DISSOLUTION AND TERMINATION OF THE TRUST.

            (a) The Trust shall dissolve upon the earliest of:

                      (i)  the bankruptcy or liquidation of the [Subordinated]
         Notes Issuer;

                      (ii) the filing of a certificate of dissolution or its
         equivalent with respect to the Sponsor or the revocation of the
         Sponsor's charter and the expiration of 90 days after the date of
         revocation without a reinstatement thereof;

                      (iii) the entry of a decree of judicial dissolution of the
         Sponsor or the Trust;

                      (iv) the time when all of the Securities shall have been
         called for redemption at maturity or upon the occurrence of a Tax Event
         and the amounts then due shall have been paid to the Holders of the
         Securities;

                      (v) the direction by the Property Trustee, following the
         occurrence and continuation of a Tax Event pursuant to which the Trust
         is to be dissolved and all of the [Subordinated] Notes distributed to
         the Holders of the Securities in exchange for all of the Securities;

                      (vi) at the Sponsor's sole discretion, by notice and
         direction to the Property Trustee to distribute the [Subordinated]
         Notes to the Holders of the Securities in exchange for all of the
         Securities; PROVIDED that the Sponsor will be required to obtain an
         opinion of counsel that the distribution of the [Subordinated] Notes
         will not be taxable to the holders of the Preferred Securities for
         United States federal income tax purposes; and


                                      53


                      (vii) the time when all of the Administrative Trustees and
         the Sponsor have consented to dissolution of the Trust, PROVIDED such
         action is taken before the issuance of any Securities.

            (b) As soon as is practicable after the occurrence of an event
referred to in Section 8.01(a) and upon completion of the winding up and
liquidation of the Trust in accordance with Section 3808(e) of the Business
Trust Act, the Administrative Trustees shall terminate the Trust by executing
and filing a certificate of cancellation with the Secretary of State of the
State of Delaware in accordance with Section 3810 of the Business Trust Act.

            (c) The provisions of Article 9 shall survive the termination of the
Trust.

         Section 8.02.  LIQUIDATION DISTRIBUTION UPON DISSOLUTION OF THE TRUST.

            (a) In the event of any voluntary or involuntary liquidation,
dissolution, or winding-up of the Trust based on the occurrence of an event
specified in Section 8.01(a) (other than clause (iv)) (each a "Liquidation"),
the Holders of the Securities on the date of the Liquidation shall be entitled
to receive on a Pro Rata basis, after satisfaction of the Trust's liabilities to
creditors in accordance with Section 3808(e) of the Business Trust Act,
[Subordinated] Notes in an aggregate principal amount equal to the aggregate
stated liquidation amount of, with an interest rate identical to the
distribution rate of, and accrued and unpaid interest equal to accumulated and
unpaid Distributions on, such Securities in exchange for such Securities;
PROVIDED if the Liquidation occurs prior to the Purchase Contract Settlement
Date, the [Subordinated] Notes receivable by the Holders shall be transferred to
the Collateral Agent.

            (b) Notice of Liquidation shall be given by the Property Trustee by
first-class mail, postage prepaid, mailed not later than 30 nor more than 60
days prior to the date of the Liquidation to each Holder of Securities at such
Holder's address appearing in the Securities register. All notices of
Liquidation shall:

                      (i)  state the date of the Liquidation;

                      (ii) state that from and after the date of the
         Liquidation, the Securities will no longer be deemed to be outstanding
         and any Certificates not surrendered for exchange will be deemed to
         represent the [Subordinated] Notes in a principal amount equal to the
         stated liquidation amount of the Securities, bearing accrued and unpaid
         interest in an amount equal to the accumulated and unpaid Distribution
         on the Securities; and

                      (iii) provide such information with respect to the
         mechanics by which Holders may exchange Certificates for [Subordinated]
         Notes, or, if Section 8.02(d) applies, receive a distribution, as the
         Property Trustee shall deem appropriate.

            (c) Except where Section 8.01(a)(iv) or Section 8.02(d) applies, in
order to effect the liquidation of the Trust and distribution of the
[Subordinated] Notes to Holders, the Property Trustee shall establish a record
date for such distribution (which shall be not more than 45 days prior to the
date of the Liquidation) and, either itself acting as exchange agent or through
the appointment of a separate exchange agent, shall establish such procedures as
it shall deem


                                      54


appropriate to effect the distribution of [Subordinated] Notes in exchange
for the outstanding Certificates.

            (d) In the event that, notwithstanding the other provisions of this
Section 8.02, whether because of an order for dissolution entered by a court of
competent jurisdiction or otherwise, distribution of the [Subordinated] Notes in
the manner provided herein is determined by the Property Trustee not to be
practical, the property of the Trust shall be liquidated, and the Trust shall be
wound-up and terminated, by the Property Trustee in such manner as the Property
Trustee reasonably determines. In such event, on the date of the winding-up and
termination of the Trust, the Holders of the Securities on the date of the
Liquidation shall be entitled to receive, out of the assets of the Trust
available for distribution to the Holders of the Securities after satisfaction
of the Trust's liabilities to creditors in accordance with Section 3808(e) of
the Business Trust Act, if any, cash or other immediately available funds in an
amount equal to the aggregate of the stated liquidation amount of $25 per
Security plus accumulated and unpaid Distributions thereon to the date of
payment (such amount being the "Liquidation Distribution"); PROVIDED that if the
Liquidation occurs prior to the Purchase Contract Settlement Date, the
Liquidation Distribution shall equal the Redemption Amount attributable to an
aggregate principal amount of [Subordinated] Notes equal to the aggregate stated
liquidation amount of the Securities plus any accumulated and unpaid
Distributions , and such Liquidation Amount will be distributed to the
Collateral Agent, which in turn will apply an amount equal to the Redemption
Amount of such Liquidation Distribution to purchase the Treasury Portfolio on
behalf of the Holders of the Securities and remit the remaining portion, if any,
of such Liquidation Distribution to the Purchase Contract Agent for payment to
the Holders. If, upon any such Liquidation, the Liquidation Distribution can be
paid only in part because the Trust has insufficient assets available to pay the
aggregate Liquidation Distribution in full, then the amounts payable directly by
the Trust on the Securities shall be paid on a Pro Rata basis. The Holders of
the Common Securities shall be entitled to receive the Liquidation Distribution
Pro Rata with the Holders of the Preferred Securities, except that if a Trust
Enforcement Event has occurred and is continuing, then the Preferred Securities
shall have a preference over the Common Securities with regard to the
Liquidation Distribution.

            (e) After the date fixed for any distribution of [Subordinated]
Notes upon dissolution of the Trust, (i) the Securities no longer shall be
deemed to be outstanding and (ii) the Certificates shall be deemed to represent
the [Subordinated] Notes in a principal amount equal to the stated liquidation
amount of the Securities, bearing accrued and unpaid interest in an amount equal
to the accumulated and unpaid Distributions on the Securities, until such
Certificates are presented to the Administrative Trustees or agent for transfer
or reissuance.

                                    ARTICLE 9
 LIMITATION OF LIABILITY OF HOLDERS OF THE SECURITIES, THE DELAWARE TRUSTEE AND
                                     OTHERS

         Section 9.01.  LIABILITY.

            (a) Except as expressly set forth in this Declaration and the
Guarantee, the Sponsor and the Trustees:


                                      55



                      (i) shall not be personally liable for the return of any
         portion of the capital contributions (or any return thereon) of the
         Holders of the Securities that will be made solely from assets of the
         Trust; and

                      (ii) shall not be required to pay to the Trust or to any
         Holder of the Securities any deficit, upon dissolution of the Trust or
         otherwise.

            (b) Pursuant to Section 3803(a) of the Business Trust Act, the
Holder of the Common Securities shall be entitled to the same limitation of
personal liability extended to stockholders of private corporations for profit
organized under the General Corporation Law of the State of Delaware; PROVIDED
that the Holders of the Common Securities shall be liable for all of the debts
and obligations of the Trust (other than with respect to the Securities) to the
extent such debts and obligations are not satisfied out of the Trust's assets.

            (c) Pursuant to Section 3803(a) of the Business Trust Act, the
Holder of the Preferred Securities shall be entitled to the same limitation of
personal liability extended to stockholders of private corporations for profit
organized under the General Corporation Law of the State of Delaware.

         Section 9.02.  EXCULPATION.

            (a) No Indemnified Person shall be liable, responsible or
accountable in damages or otherwise to the Trust or to any Covered Person for
any loss, damage or claim incurred by reason of any act or omission performed or
omitted by such Indemnified Person in good faith on behalf of the Trust and in a
manner that such Indemnified Person reasonably believed to be within the scope
of the authority conferred on such Indemnified Person by this Declaration or by
law, except that an Indemnified Person shall be liable for any such loss, damage
or claim incurred by reason of such Indemnified Person's gross negligence (or,
in the case of the Property Trustee, negligence) or willful misconduct with
respect to such acts or  omissions.

            (b) Each Indemnified Person shall be fully protected in conclusively
relying in good faith upon the records of the Trust and upon such information,
opinions, reports or statements presented to the Trust by any Person as to
matters such Indemnified Person reasonably believes to be within such other
Person's professional or expert competence and who has been selected with
reasonable care by or on behalf of the Trust, including information, opinions,
reports or statements as to the value and amount of the assets, liabilities,
profits, losses or any other facts pertinent to the existence and amount of
assets from which distributions to Holders of the Securities might properly be
paid.

         Section 9.03.  FIDUCIARY DUTY.

            (a) To the extent that, at law or in equity, an Indemnified Person
has duties (including fiduciary duties) and liabilities relating thereto to the
Trust or to any other Covered Person, an Indemnified Person acting under this
Declaration shall not be liable to the Trust or to any other Covered Person for
its good faith reliance on the provisions of this Declaration. The provisions of
this Declaration, to the extent that they restrict the duties and liabilities of
an Indemnified Person otherwise existing at law or in equity (other than the
duties imposed on the Property


                                      56


Trustee under the Trust Indenture Act), are agreed by the parties hereto to
replace such other duties and liabilities of such Indemnified Person.

            (b) Unless otherwise expressly provided herein:

                      (i)  whenever a conflict of interest exists or arises
         between a Covered Person and an Indemnified Person; or

                      (ii) whenever this Declaration or any other agreement
         contemplated herein or therein provides that an Indemnified Person
         shall act in a manner that is, or provides terms that are, fair and
         reasonable to the Trust or any Holder of Securities,

the Indemnified Person shall resolve such conflict of interest, take such action
or provide such terms, considering in each case the relative interest of each
party (including its own interest) to such conflict, agreement, transaction or
situation and the benefits and burdens relating to such interests, any customary
or accepted industry practices and any applicable generally accepted accounting
practices or principles. In the absence of bad faith by the Indemnified Person,
the resolution, action or term so made, taken or provided by the Indemnified
Person shall not constitute a breach of this Declaration or any other agreement
contemplated herein or of any duty or obligation of the Indemnified Person at
law or in equity or otherwise.

            (c) Whenever in this Declaration an Indemnified Person is permitted
or required to make a decision:

                      (i) in its "discretion" or under a grant of similar
         authority, the Indemnified Person shall be entitled to consider such
         interests and factors as it desires, including its own interests, and
         shall have no duty or obligation to give any consideration to any
         interest of or factors affecting the Trust or any other Person; or

                      (ii) in its "good faith" or under another express
         standard, the Indemnified Person shall act under such express standard
         and shall not be subject to any other or different standard imposed by
         this Declaration or by applicable law.

         Section 9.04.  INDEMNIFICATION.

            (a) To the fullest extent permitted by applicable law, the Sponsor,
in its capacity as [Subordinated] Notes Issuer, shall indemnify and hold
harmless each Indemnified Person from and against any loss, damage or claim
incurred by such Indemnified Person by reason of any act or omission performed
or omitted by such Indemnified Person in good faith on behalf of the Trust and
in a manner such Indemnified Person reasonably believed to be within the scope
of authority conferred on such Indemnified Person by this Declaration, except
that no Indemnified Person shall be entitled to be indemnified in respect of any
loss, damage or claim incurred by such Indemnified Person by reason of gross
negligence (or, in the case of the Property Trustee, negligence) or willful
misconduct with respect to such acts or omissions.

            (b) The provisions of this Section 9.04 shall survive the
termination of this Declaration or the resignation or removal of any Trustee.


                                      57


            (c) The Sponsor or the Trust may purchase and maintain insurance on
behalf of any Person who is or was an Indemnified Person against any liability
asserted against him or her and incurred by him or her in any such capacity, or
arising out of his or her status as such, whether or not the Sponsor would have
the power to indemnify him or her against such liability under the provisions of
this Section 9.04.

            (d) For purposes of this Section 9.04, references to "the Trust"
shall include, in addition to the resulting or surviving entity, any constituent
entity (including any constituent of a constituent) absorbed in a consolidation
or merger, so that any Person who is or was a director, trustee, officer or
employee of such constituent entity, or is or was serving at the request of such
constituent entity as a director, trustee, officer, employee or agent of another
entity, shall stand in the same position under the provisions of this Section
9.04 with respect to the resulting or surviving entity as he or she would have
had with respect to such constituent entity if its separate existence had
continued.

            (e) The indemnification and advancement of expenses provided by, or
granted pursuant to, this Section 9.04 shall continue, unless otherwise provided
when authorized or ratified, as to a Person who has ceased to be an Indemnified
Person and shall inure to the benefit of the heirs, executors and administrators
of such a Person.

         Section 9.05.  OUTSIDE BUSINESSES.

         Any Covered Person, the Sponsor, the Delaware Trustee and the Property
Trustee (subject to Section 6.03(c)) may engage in or possess an interest in
other business ventures of any nature or description, independently or with
others, similar or dissimilar to the activities of the Trust, and the Trust and
the Holders of the Securities shall have no rights by virtue of this Declaration
in and to such independent ventures or the income or profits derived therefrom,
and the pursuit of any such venture, even if competitive with the activities of
the Trust, shall not be deemed wrongful or improper. Each Covered Person, the
Sponsor, the Delaware Trustee and the Property Trustee shall not be obligated to
present any particular investment or other opportunity to the Trust even if such
opportunity is of a character that, if presented to the Trust, could be taken by
the Trust, and any Covered Person, the Sponsor, the Delaware Trustee and the
Property Trustee shall have the right to take for its own account (individually
or as a partner or fiduciary) or to recommend to others any such particular
investment or other opportunity. Any Covered Person, the Delaware Trustee and
the Property Trustee may engage or be interested in any financial or other
transaction with the Sponsor or any Affiliate of the Sponsor, or may act as
depositary for, trustee or agent for, or act on any committee or body of holders
of, securities or other obligations of the Sponsor or its Affiliates.

                                   ARTICLE 10
                                   ACCOUNTING

         Section 10.01.  FISCAL YEAR.

         The fiscal year ("Fiscal Year") of the Trust shall be the calendar
year, or such other year as is required by the Code.


                                      58


         Section 10.02.  CERTAIN ACCOUNTING MATTERS.

            (a) At all times during the existence of the Trust, the
Administrative Trustees and the Sponsor shall keep, or shall cause to be kept,
full books of account, records and supporting documents, which shall reflect in
reasonable detail each transaction of the Trust. The books of account shall be
maintained on the accrual method of accounting, in accordance with generally
accepted accounting principles, consistently applied. The Trust shall use the
accrual method of accounting for United States federal income tax purposes. The
books of account and the records of the Trust shall be examined by and reported
upon as of the end of each Fiscal Year of the Trust by a firm of independent
certified public accountants selected by the Administrative Trustees and the
Sponsor.

            (b) The Administrative Trustees and the Sponsor shall cause to be
prepared and delivered to each Holder of Securities, within 90 days after the
end of each Fiscal Year of the Trust, annual financial statements of the Trust,
including a balance sheet of the Trust as of the end of such Fiscal Year, and
the related statements of income or loss.

            (c) The Administrative Trustees and the Sponsor shall cause to be
duly prepared and delivered to each Holder of Securities an annual United States
federal income tax information statement, required by the Code, containing such
information with regard to the Securities held by each Holder as is required by
the Code and the Treasury Regulations. Notwithstanding any right under the Code
to deliver any such statement at a later date, the Administrative Trustees and
the Sponsor shall endeavor to deliver all such statements within 30 days after
the end of each Fiscal Year of the Trust.

            (d) The Administrative Trustees and the Sponsor shall cause to be
duly prepared and filed with the appropriate taxing authority an annual United
States federal income tax return, on Form 1041 or such other form required by
United States federal income tax law, and any other annual income tax returns
required to be filed on behalf of the Trust with any state or local taxing
authority.

         Section 10.03.  BANKING.

         The Trust shall maintain one or more bank accounts in the name and for
the sole benefit of the Trust; PROVIDED that all payments of funds in respect of
the [Subordinated] Notes held by the Property Trustee shall be made directly to
the Property Account and no other funds of the Trust shall be deposited in the
Property Account. The sole signatories for such accounts shall be designated by
the Administrative Trustees; PROVIDED that the Property Trustee shall designate
the signatories for the Property Account.

         Section 10.04.  WITHHOLDING.

         The Trust and the Administrative Trustees shall comply with all
withholding requirements under United States federal, state and local law. The
Administrative Trustees shall request, and the Holders of the Securities shall
provide to the Trust, such forms or certificates as are necessary to establish
an exemption from withholding with respect to each Holder of Securities and any
representations and forms as shall reasonably be requested by the Administrative
Trustees to assist them in determining the extent of, and in fulfilling, the
Trust's

                                      59



withholding obligations. The Administrative Trustees shall file required
forms with applicable jurisdictions and, unless an exemption from withholding
is properly established by a Holder of Securities, shall remit amounts
withheld with respect to such Holder to applicable jurisdictions. To the
extent that the Trust is required to withhold and pay over any amounts to any
authority with respect to distributions or allocations to any Holder of
Securities, the amount withheld shall be deemed to be a distribution to such
Holder in the amount of the withholding. In the event of any claimed
overwithholding, a Holder shall be limited to an action against the
applicable jurisdiction. If the amount required to be withheld was not
withheld from actual Distributions made, the Trust may reduce subsequent
Distributions by the amount of such withholding.


                                   ARTICLE 11
                             AMENDMENTS AND MEETINGS

         Section 11.01.  AMENDMENTS.

            (a) Except as otherwise provided in this Declaration or by any
applicable terms of the Securities, this Declaration may be amended only by a
written instrument approved and executed by the Sponsor and (i) the
Administrative Trustees (or, if there are more than two Administrative Trustees,
a majority of the Administrative Trustees) and (ii) the Property Trustee (if the
amendment affects the rights, powers, duties, obligations or immunities of the
Property Trustee) and (iii) by the Delaware Trustee (if the amendment affects
the rights, powers, duties, obligations or immunities of the Delaware Trustee).

            (b) No amendment shall be made, and any such purported amendment
shall be void and ineffective:

                      (i) unless, in the case of any proposed amendment, the
         Property Trustee first has received an Officers' Certificate from each
         of the Trust and the Sponsor that such amendment is permitted by, and
         conforms to, the terms of this Declaration (including the terms of the
         Securities);

                      (ii) unless, in the case of any proposed amendment that
         affects the rights, powers, duties, obligations or immunities of the
         Property Trustee, the Property Trustee first has received an opinion of
         counsel (which may be counsel to the Sponsor or the Trust) that such
         amendment is permitted by, and conforms to, the terms of this
         Declaration (including the terms of the Securities); and

                      (iii) to the extent the result of such amendment would be
         to

                                 (A) cause the Trust to be classified other than
                   as a grantor trust for United States federal income tax
                   purposes;

                                 (B) reduce or otherwise adversely affect the
                   powers of the Property Trustee in contravention of the Trust
                   Indenture Act; or

                                      60



                                 (C) cause the Trust to be deemed to be an
                   Investment Company required to be registered under the
                   Investment Company Act.

            (c) At such time after the Trust has issued any Securities that
remain outstanding, (i) any amendment that would (A) adversely affect the
powers, preferences or special rights of the Securities, whether by way of
amendment to this Declaration or otherwise or (B) result in the dissolution,
winding-up or termination of the Trust other than pursuant to the terms of this
Declaration shall not be effective except with the approval of the Holders of at
least a 66 2/3% in Liquidation Amount of the Securities; PROVIDED that if any
amendment or proposal referred to in clause (A) above would adversely affect
only the Preferred Securities or the Common Securities, then only the affected
class will be entitled to vote on such amendment or proposal, and such amendment
or proposal shall not be effective except with the approval of a 66 2/3% in
Liquidation Amount of the class of Securities affected thereby; and (ii) any
amendment that would (X) change the amount or timing of any distribution on the
Securities or otherwise adversely affect the amount of any distribution required
to be made in respect of the Securities as of a specified date or (Y) restrict
the right of a Holder to institute suit for the enforcement of such payment on
or after such date shall not be effective except with the approval of each
Holder of Securities affected thereby.

            (d) This Section 11.01 shall not be amended without the consent of
all of the Holders of the Securities.

            (e) Article 4 shall not be amended without the consent of the
Holders of the Common Securities.

            (f) The rights of the Holders of the Common Securities under
Articles 6 and 7 to increase or decrease the number of, and appoint and remove,
Trustees shall not be amended without the consent of the Holders of the Common
Securities.

            (g) Notwithstanding Section 11.01(c), this Declaration may be
amended without the consent of the Holders of the Securities, PROVIDED that such
amendment does not have a material adverse effect on the rights, preferences or
privileges of the Holders of the Securities:

                      (i)  to cure any ambiguity;

                      (ii) to correct or supplement any provision in this
         Declaration that may be defective or inconsistent with any other
         provision of this Declaration;

                      (iii) to add to the covenants, restrictions or obligations
         of the Sponsor;

                      (iv) to conform to changes in, or a change in
         interpretation or application by any legislative body, court,
         government agency or regulatory authority of regulations relating to
         whether the Trust is required to be registered as an investment company
         under the Investment Company Act;

                      (v) to modify, eliminate and add to any provision of this
         Declaration to ensure that the Trust will be classified as a grantor
         trust for United States federal income tax purposes at all times that
         any Securities are outstanding or to ensure that the Trust will

                                      61



         not be required to register as an Investment Company under the
         Investment Company Act; PROVIDED that such modification, elimination
         or addition would not adversely affect in any material respect the
         rights, privileges or preferences of any Holder of Securities; or

                      (vi) to facilitate the tendering, remarketing and
         settlement of the Preferred Securities as contemplated by Section
         7.13(n).

         Section 11.02. MEETINGS OF THE HOLDERS OF THE SECURITIES; ACTION BY
WRITTEN CONSENT.

            (a) Meetings of the Holders of any class of Securities may be called
at any time by the Administrative Trustees (or as provided in the terms of the
Securities) to consider and act on any matter on which Holders of such class of
Securities are entitled to act under the terms of this Declaration or the rules
of any stock exchange on which the Preferred Securities are listed or admitted
for trading. The Administrative Trustees shall call a meeting of the Holders of
such class if directed to do so by the Holders of at least 10% in Liquidation
Amount of such class of Securities. Such direction shall be given by delivering
to the Administrative Trustees a writing stating that the signing Holders of the
Securities wish to call a meeting and indicating the general or-specific purpose
for which the meeting is to be called. The Holder or Holders of the Securities
calling a meeting shall specify in writing the Certificates held by such Holder
or Holders, and only those Securities specified shall be counted for purposes of
determining whether the required percentage set forth in the second sentence of
this paragraph has been met. The Administrative Trustees shall cause a notice of
any meeting at which Holders of the Preferred Securities are entitled to vote to
be mailed to each Holder of record of Preferred Securities. Each such notice
shall include a statement setting forth: (i) the date of such meeting; (ii) a
description of any resolution proposed for adoption at such meeting on which
such Holders are entitled to vote; and (iii) instructions for the delivery of
proxies.

            (b) Except to the extent otherwise provided in the terms of the
Securities, the following provisions shall apply to meetings of the Holders of
the Securities:

                      (i) Notice of any such meeting shall be given to all the
         Holders of the Securities having a right to vote thereat at least seven
         days and not more than 60 days before the date of such meeting.
         Whenever a vote, consent or approval of the Holders of the Securities
         is permitted or required under this Declaration or the rules of any
         stock exchange on which the Preferred Securities are listed or admitted
         for trading, such vote, consent or approval may be given at a meeting
         of the Holders of the Securities. Any action that may be taken at a
         meeting of the Holders of the Securities may be taken without a meeting
         and without prior notice if a consent in writing setting forth the
         action so taken is signed by the Holders of the Securities owning not
         less than the minimum amount of Securities in liquidation amount that
         would be necessary to authorize or take such action at a meeting at
         which all Holders of the Securities having a right to vote thereon were
         present and voting. Prompt notice of the taking of action without a
         meeting shall be given to the Holders of the Securities entitled to
         vote who have not consented in writing. The Administrative Trustees may
         specify that any written ballot submitted to the Holders of the
         Securities for the purpose of taking any action without a meeting shall
         be returned to the Trust within the time specified by the
         Administrative Trustees.

                                      62



                      (ii) Each Holder of the Securities may authorize any
         Person to act for it by proxy on any or all matters in which such
         Holder is entitled to participate, including waiving notice of any
         meeting, or voting or participating at a meeting. No proxy shall be
         valid after the expiration of 11 months from the date thereof unless
         otherwise provided in the proxy. Every proxy shall be revocable at the
         pleasure of the Holder of Securities executing such proxy. Except as
         otherwise provided herein, all matters relating to the giving, voting
         or validity of proxies shall be governed by the General Corporation Law
         of the State of Delaware relating to proxies, and judicial
         interpretations thereunder, as if the Trust were a Delaware corporation
         and the Holders of the Securities were stockholders of a Delaware
         corporation.

                      (iii) Each meeting of the Holders of the Securities shall
         be conducted by the Administrative Trustees or by such other Person
         that the Administrative Trustees may designate.

                      (iv) Unless the Business Trust Act, this Declaration, the
         Trust Indenture Act or the listing rules of any stock exchange on which
         the Preferred Securities are then listed for trading otherwise
         provides, the Administrative Trustees, in their sole discretion, shall
         establish all other provisions relating to meetings of Holders of the
         Securities, including notice of the time, place or purpose of any
         meeting at which any matter is to be voted on by any Holders of the
         Securities, waiver of any such notice, action by consent without a
         meeting without prior notice, the establishment of a record date,
         quorum requirements, voting in person or by proxy or any other matter
         with respect to the exercise of any such right to vote.


                                   ARTICLE 12
        REPRESENTATIONS OF THE PROPERTY TRUSTEE AND THE DELAWARE TRUSTEE

         Section 12.01.  REPRESENTATIONS AND WARRANTIES OF THE PROPERTY TRUSTEE.

         The initial Property Trustee represents and warrants to the Trust and
to the Sponsor at the date of this Declaration, and each Successor Property
Trustee represents and warrants to the Trust and the Sponsor at the time of such
Successor Property Trustee's acceptance of its appointment as Property Trustee,
that:

            (a) the Property Trustee is a corporation or national banking
association duly organized, validly existing and in good standing under the laws
of the jurisdiction of its incorporation or organization, with trust power and
authority to execute and deliver, and to carry out and perform its obligations
under the terms of, this Declaration;

            (b) the Property Trustee satisfies the requirements set forth in
Section 6.03(a);

            (c) the execution, delivery and performance by the Property Trustee
of this Declaration have been duly authorized by all necessary corporate action
on the part of the Property Trustee; this Declaration has been duly executed and
delivered by the Property Trustee, and it constitutes a legal, valid and binding
obligation of the Property Trustee, enforceable against it in accordance

                                      63



with its terms, subject to applicable bankruptcy, reorganization, moratorium,
insolvency and other similar laws affecting creditors' rights generally and
to general principles of equity and the discretion of the court (regardless
of whether the enforcement of such remedies is considered in a proceeding in
equity or at law);

            (d) the execution, delivery and performance of this Declaration by
the Property Trustee do not conflict with, nor constitute a breach of, the
articles of association or incorporation, as the case may be, or the by-laws (or
other similar organizational documents) of the Property Trustee; and

            (e) no consent, approval or authorization of, or registration with
or notice to, any state or federal banking authority is required for the
execution delivery or performance by the Property Trustee of this Declaration.

         Section 12.02.  REPRESENTATIONS AND WARRANTIES OF THE DELAWARE TRUSTEE.

         The initial Delaware Trustee represents and warrants to the Trust and
to the Sponsor at the date of this Declaration, and each Successor Delaware
Trustee represents and warrants to the Trust and the Sponsor at the time of such
Successor Delaware Trustee's acceptance of its appointment as Delaware Trustee,
that:

            (a) the Delaware Trustee satisfies the requirements set forth in
Section 6.02 and has the power and authority to execute and deliver, and to
carry out and perform its obligations under the terms of, this Declaration and,
if it is not a natural person, is a corporation duly organized, validly existing
and in good standing under the laws of its jurisdiction of incorporation or
organization;

            (b) the Delaware Trustee has been authorized to perform its
obligations under the Certificate of Trust and this Declaration; and this
Declaration constitutes a legal, valid and binding obligation of the Delaware
Trustee under Delaware law, enforceable against it in accordance with its terms
subject to applicable bankruptcy, reorganization, moratorium, insolvency and
other similar laws affecting creditors' rights generally and to general
principles of equity and the discretion of the court (regardless of whether the
enforcement of such remedies is considered in a proceeding in equity or at law)
and

            (c) no consent, approval or authorization of, or registration with
or notice to, any state or federal banking authority is required for the
execution, delivery or performance by the Delaware Trustee of this Declaration.


                                   ARTICLE 13
                                  MISCELLANEOUS

         Section 13.01.  NOTICES.

                                      64



         All notices provided for in this Declaration shall be in writing, duly
signed by the party giving such notice, and shall be delivered, telecopied or
mailed by registered or certified mail, as follows:

            (a) if given to the Trust, in care of the Administrative Trustees at
the Trust's mailing address set forth below (or such other address as the Trust
may give notice of to the Property Trustee, the Delaware Trustee and the Holders
of the Securities):

                  CC Funding Trust I
                  c/o Cinergy Corp.
                  139 East Fourth Street
                  Cincinnati, OH 45202
                  Attention:
                  Telephone No:
                  Fax No:

                  with a copy to:

                  [                                               ]

            (b) if given to the Delaware Trustee, at the mailing address set
forth below (or such other address as the Delaware Trustee may give notice of to
the Administrative Trustees, the Property Trustee and the Holders of the
Securities):

                  [                                               ]
                  [                                               ]
                  [                                               ]
                  Attention:
                  Telephone No:
                  Fax No:

            (c) if given to the Property Trustee, at its Corporate Trust Office
to the attention of Corporate Trust Department (telephone no. ___________ and
fax no. ___________) (or such other address as the Property Trustee may give
notice of to the Administrative Trustees, the Delaware Trustee and the Holders
of the Securities);

            (d) if given to the Holders of the Common Securities, at the mailing
address of the Sponsor set forth below (or such other address as the Holders of
the Common Securities may give notice of to the Property Trustee, the Delaware
Trustee and the Trust):

                  Cinergy Corp.
                  139 East Fourth Street
                  Cincinnati, OH 45202
                  Attention:
                  Telephone No:
                  Fax No:

                                      65



                  with a copy to:

                  [                                               ]

            (e) if given to any Holder of Preferred Securities, at such Holder's
address as set forth in the register of the Trust.

All such notices shall be deemed to have been given when received in person,
telecopied with receipt confirmed or mailed by first class mail, postage
prepaid, except that if a notice or other document is refused delivery or cannot
be delivered because of a changed address of which no notice was given, such
notice or other document shall be deemed to have been delivered on the date of
such refusal or inability to deliver.

         Section 13.02.  GOVERNING LAW.

         This Declaration and the rights of the parties hereunder shall be
governed by and interpreted in accordance with the laws of the State of
Delaware, without regard to principles of conflicts of laws.

         Section 13.03.  INTENTION OF THE PARTIES.

         It is the intention of the parties hereto that the Trust be classified
for United States federal income tax purposes as a grantor trust. The provisions
of this Declaration shall be interpreted in a manner consistent with such
classification.

         Section 13.04.  HEADINGS.

         The headings contained in this Declaration are inserted for convenience
of reference only and do not affect the interpretation of this Declaration or
any provision hereof.

         Section 13.05.  SUCCESSORS AND ASSIGNS.

         Whenever in this Declaration any of the parties hereto is named or
referred to, the successors and assigns of such party shall be deemed to be
included, and all covenants and agreements in this Declaration by the Sponsor
and the Trustee shall bind and inure to the benefit of their respective
successors and assigns, whether so expressed.

         Section 13.06.  PARTIAL ENFORCEABILITY.

         If any provision of this Declaration or the application of such
provision to any Person or circumstance is held invalid, the remainder of this
Declaration, or the application of such provision to persons or circumstances
other than those to which it is held invalid, shall not be affected thereby.

         Section 13.07.  COUNTERPARTS.

         This Declaration may contain more than one counterpart of the signature
page, and this Declaration may be executed by the affixing of the signature of
each of the Trustees to one of

                                      66



such counterpart signature pages. All such counterpart signature pages shall
be read as though one, and they shall have the same force and effect as
though all of the signers had signed a single signature page.











                                      67





         IN WITNESS WHEREOF, the undersigned have caused these presents to be
executed as of the day and year first above written.

                                     CINERGY CORP.,
                                     as Sponsor, [Subordinated] Notes Issuer and
                                     Common Securities Holder

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

                                     [                              ],
                                     as Property Trustee

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


                                     [                              ],
                                     as Delaware Trustee

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



                                     -------------------------------------------
                                     [                      ], as Administrative
                                     Trustee



                                     -------------------------------------------
                                     [                      ], as Administrative
                                     Trustee



                                     -------------------------------------------
                                     [                      ], as Administrative
                                     Trustee






                                    EXHIBIT A

         [This Preferred Security is registered in the name of The Depository
Trust Company, a New York corporation (the "Depositary"), or a nominee of the
Depositary. This Preferred Security is exchangeable for Preferred Securities
registered in the name of a person other than the Depositary or its nominee only
in the limited circumstances described in the Declaration, and no transfer of
this Preferred Security (other than a transfer of this Preferred Security as a
whole by the Depositary to a nominee of the Depositary or by a nominee of the
Depositary to the Depositary or another nominee of the Depositary) may be
registered, except in limited circumstances.

         Unless this Global Certificate is presented by an authorized
representative of the Depositary to the issuer or its agent for registration of
transfer, exchange or payment, and any Preferred Security Certificate issued is
registered in the name of Cede & Co. or such other name as registered by an
authorized representative of the Depositary (and any payment hereon is made to
Cede & Co. or to such other entity as is requested by an authorized
representative of the Depositary), and except as otherwise provided in the
Amended and Restated Declaration of CC Funding Trust I dated ___________, 2001,
ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY
PERSON (OTHER THAN PURSUANT TO THE PLEDGE AGREEMENT) IS WRONGFUL, since the
registered owner hereof, Cede & Co., has an interest herein.]

Certificate No.                        Number of Preferred Securities:
               -------                                                 ------
CUSIP No.                              Aggregate Liquidation Amount:  $
                                                                       ------

                   Certificate Evidencing Preferred Securities
                                       of
                               CC Funding Trust I

                              Preferred Securities
                 (liquidation amount $25 per Preferred Security)

         CC Funding Trust I, a statutory business trust created under the
laws of the State of Delaware (the "Trust"), hereby certifies that
____________ (the "Holder") is the registered owner of preferred securities
of the Trust representing undivided beneficial interests in the assets of the
Trust designated the Preferred Securities (liquidation amount $25.00 per
Preferred Security) (the "Preferred Securities"). The Preferred Securities
are transferable on the register of the Trust, in person or by a duly
authorized attorney, upon surrender of this certificate duly endorsed and in
proper form for transfer as provided in the Declaration (as defined below).
The designation, rights, privileges, restrictions, preferences and other
terms and provisions of the Preferred Securities represented hereby are
issued and shall in all respects be subject to the provisions of the Amended
and Restated Declaration of Trust of the Trust, dated as of ___________, 2001
(as the same may be amended from time to time, the "Declaration"), among
Cinergy Corp., as Sponsor, [        ], [        ] and [        ], as
Administrative Trustees, [        ], as Property Trustee, [        ], as
Delaware Trustee, and the holders from time to time, of undivided beneficial
interests in the assets of the Trust. Capitalized terms used

                                     A-1


herein but not defined shall have the meaning given them in the Declaration.
The Holder is entitled to the benefits of the Guarantee Agreement, dated as
of ___________, 2001, as the same may be amended from time to time, of
Cinergy Corp., in respect of the Preferred Securities. The Sponsor will
provide a copy of the Declaration, the Guarantee and the Indenture to a
Holder without charge upon written request to the Sponsor at its principal
place of business.

         Upon receipt of this certificate, the Holder is bound by the terms of
the Declaration and is entitled to the benefits thereunder.

         By acceptance, the Holder agrees to treat, for United States federal
income tax purposes, the [Subordinated] Notes as indebtedness of the Sponsor and
the Preferred Securities as evidence of undivided beneficial interests in the
[Subordinated] Notes.


                                     A-2



         IN WITNESS WHEREOF, the Trust has executed this certificate this ___day
of __________, 2001.

                             CC FUNDING TRUST I



                             -------------------------------------------
                             By:
                                 --------------
                                  Administrative Trustee

         This is one of the Securities referred to in the within-mentioned
Declaration.

                                         [                        ], as
                                         Property Trustee



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


                                     A-3



                                    EXHIBIT B

           THIS CERTIFICATE IS NOT TRANSFERABLE EXCEPT AS PROVIDED IN
                       THE DECLARATION (AS DEFINED BELOW)


Certificate No.                            Number of Common Securities:
               ------                                                   -------
                                           Aggregate Liquidation Amount: $
                                                                          ------

                    Certificate Evidencing Common Securities
                                       of
                               CC Funding Trust I

                                Common Securities
                  (liquidation amount $25 per Common Security)

         CC Funding Trust I, a statutory business trust created under the laws
of the State of Delaware (the "Trust"), hereby certifies that Cinergy Corp. (the
"Holder") is the registered owner of _________________ common securities of the
Trust representing an undivided beneficial interest in the assets of the Trust
designated the Common Securities (liquidation amount $25.00 per Common Security)
(the "Common Securities"). Except as provided in the Declaration (as defined
below), the Common Securities are not transferable, and any attempted transfer
thereof shall be void. The designation, rights, privileges, restrictions,
preferences and other terms and provisions of the Common Securities represented
hereby are issued and shall in all respects be subject to the provisions of the
Amended and Restated Declaration of Trust of the Trust, dated as of ___________,
2001 (as the same may be amended from time to time, the "Declaration"), among
Cinergy Corp., as Sponsor, [        ], [        ] and [        ], as
Administrative Trustees, [       ], as Property Trustee, [          ], as
Delaware Trustee, and the holders, from time to time, of undivided beneficial
interests in the assets of the Trust. The Sponsor will provide a copy of the
Declaration and the Indenture to the Holder without charge upon written request
to the Sponsor at its principal place of business.

         Upon receipt of this certificate, the Holder is bound by the terms of
the Declaration and is entitled to the benefits thereunder.

         By acceptance, the Holder agrees to treat, for United States federal
income tax purposes, the [Subordinated] Notes as indebtedness of the Sponsor and
the Common Securities as evidence of an undivided beneficial interest in the
[Subordinated] Notes.






         IN WITNESS WHEREOF, the Trust has executed this certificate this ______
day of ___________, 2001.



                             CC FUNDING TRUST I


                             --------------------------------------------
                             By:
                                 --------------
                                  Administrative Trustee

EX-4.9

                                                                    EXHIBIT 4.9

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




                             FORM OF CINERGY CORP.

                              GUARANTEE AGREEMENT

                              CC FUNDING TRUST I




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

                        Dated as of ____________, 2001

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




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




                               TABLE OF CONTENTS

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



                                                                                       PAGE
                                                                                       ----
                                                                                    
                                    ARTICLE 1
                                   DEFINITIONS

SECTION 1.01.  DEFINITIONS............................................................    1

                                    ARTICLE 2
                               TRUST INDENTURE ACT

SECTION 2.01.  TRUST INDENTURE ACT; APPLICATION.......................................    5
SECTION 2.02.  LISTS OF HOLDERS OF PREFERRED SECURITIES...............................    6
SECTION 2.03.  REPORTS BY THE GUARANTEE TRUSTEE.......................................    6
SECTION 2.04.  PERIODIC REPORTS TO THE GUARANTEE TRUSTEE..............................    6
SECTION 2.05.  EVIDENCE OF COMPLIANCE WITH CONDITIONS PRECEDENT.......................    7
SECTION 2.06.  EVENTS OF DEFAULT; WAIVER..............................................    7
SECTION 2.07.  DISCLOSURE OF INFORMATION..............................................    7
SECTION 2.08.  CONFLICTING INTEREST...................................................    8

                                    ARTICLE 3
               POWERS, DUTIES AND RIGHTS OF THE GUARANTEE TRUSTEE

SECTION 3.01.  POWERS AND DUTIES OF THE GUARANTEE TRUSTEE.............................    8
SECTION 3.02.  CERTAIN RIGHTS AND DUTIES OF THE GUARANTEE TRUSTEE.....................    9
SECTION 3.03.  NOT RESPONSIBLE FOR RECITALS OR ISSUANCE OF GUARANTEE..................   12
SECTION 3.04.  THE GUARANTEE TRUSTEE MAY OWN PREFERRED SECURITIES.....................   12
SECTION 3.05.  MONEYS RECEIVED BY THE GUARANTEE TRUSTEE TO BE HELD IN TRUST
         WITHOUT INTEREST.............................................................   12
SECTION 3.06.  COMPENSATION AND EXPENSES OF GUARANTEE TRUSTEE.........................   12

                                    ARTICLE 4
                                GUARANTEE TRUSTEE

SECTION 4.01.  QUALIFICATIONS.........................................................   13
SECTION 4.02.  APPOINTMENT, REMOVAL AND RESIGNATION OF THE GUARANTEE TRUSTEE..........   13




                                                                                       PAGE
                                                                                       ----
                                                                                    
                                    ARTICLE 5
                                    GUARANTEE

SECTION 5.01.  GUARANTEE..............................................................   14
SECTION 5.02.  WAIVER OF NOTICE.......................................................   15
SECTION 5.03.  OBLIGATIONS NOT AFFECTED...............................................   15
SECTION 5.04.  ENFORCEMENT OF GUARANTEE...............................................   16
SECTION 5.05.  GUARANTEE OF PAYMENT...................................................   16
SECTION 5.06.  SUBROGATION............................................................   17
SECTION 5.07.  INDEPENDENT OBLIGATIONS................................................   17

                                    ARTICLE 6
                    LIMITATION OF TRANSACTIONS; SUBORDINATION

SECTION 6.01.  LIMITATION OF TRANSACTIONS.............................................   17
SECTION 6.02.  SUBORDINATION..........................................................   18

                                    ARTICLE 7
                                   TERMINATION

SECTION 7.01.  TERMINATION............................................................   19

                                    ARTICLE 8
                    LIMITATION OF LIABILITY; INDEMNIFICATION

SECTION 8.01.  EXCULPATION............................................................   19
SECTION 8.02.  INDEMNIFICATION........................................................   20
SECTION 8.03.  SURVIVE TERMINATION....................................................   20

                                    ARTICLE 9
                                  MISCELLANEOUS

SECTION 9.01.  SUCCESSORS AND ASSIGNS.................................................   20
SECTION 9.02.  AMENDMENTS.............................................................   20
SECTION 9.03.  NOTICES................................................................   20
SECTION 9.04.  GENDERS................................................................   21
SECTION 9.05.  BENEFIT................................................................   21
SECTION 9.06.  GOVERNING LAW..........................................................   22
SECTION 9.07.  COUNTERPARTS...........................................................   22


                                      ii


                                                                                       PAGE
                                                                                       ----
                                                                                    
SECTION 9.08.  INTENTIONALLY OMITTED..................................................   22
SECTION 9.09.  LIMITED LIABILITY......................................................   22



                                      iii



                               GUARANTEE AGREEMENT

         This GUARANTEE AGREEMENT, dated as of _________, 2001, is executed and
delivered by CINERGY CORP., a Delaware corporation (the "GUARANTOR"), and THE
BANK OF NEW YORK, a New York banking corporation, as the initial Guarantee
Trustee (as defined herein) for the benefit of the Holders (as defined herein)
from time to time of the Preferred Securities (as defined herein) of CC Funding
Trust I, a Delaware statutory business trust (the "ISSUER").

         WHEREAS, pursuant to an Amended and Restated Declaration of Trust (the
"DECLARATION"), dated as of ___________, 2001 among the trustees of the Issuer
named therein, Cinergy Corp., as Sponsor, and the Holders from time to time of
preferred undivided beneficial interests in the assets of the Issuer, the Issuer
may issue $___________ [($___________ if the over-allotment option granted in
the Underwriting Agreement (as defined herein) is exercised in full)] aggregate
liquidation amount of its Preferred Securities (the "PREFERRED SECURITIES")
representing preferred undivided beneficial interests in the assets of the
Issuer and having the terms set forth in the Declaration; and

         WHEREAS, as incentive for the Holders to purchase Preferred Securities,
the Guarantor desires to irrevocably and unconditionally agree, to the extent
set forth herein, to pay to the Holders the Guarantee Payments (as defined
herein) and to make certain other payments on the terms and conditions set forth
herein;

         NOW, THEREFORE, in consideration of the purchase by the initial
purchasers thereof of Preferred Securities, which purchase the Guarantor hereby
agrees shall benefit the Guarantor, the Guarantor executes and delivers this
Guarantee Agreement for the benefit of the Holders from time to time.

                                    ARTICLE 1
                                   DEFINITIONS

         SECTION 1.01.  DEFINITIONS.



          (a) Capitalized terms used in this Guarantee Agreement but not defined
in the preamble or recitals above have the respective meanings assigned to them
in this Section 1.01.

          (b) A term defined anywhere in this Guarantee Agreement has the same
meaning throughout.

          (c) All references to "the Guarantee Agreement" or "this Guarantee
Agreement" are to this Guarantee Agreement as modified, supplemented or amended
from time to time.

          (d) All references in this Guarantee Agreement to Articles and
Sections are to Articles and Sections of this Guarantee Agreement unless
otherwise specified.

          (e) A term defined in the Trust Indenture Act has the same meaning
when used in this Guarantee Agreement unless otherwise defined in this Guarantee
Agreement or unless the context otherwise requires.

          (f)   A reference to the singular includes the plural and vice versa.

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

         "BUSINESS DAY" has the meaning set forth in the Indenture.

         "COMMISSION" means the Securities and Exchange Commission.

         "COMMON SECURITIES" means the securities representing common undivided
beneficial interests in the assets of the Issuer and having the terms set forth
in Article 7 of the Declaration.

         "DECLARATION" has the meaning set forth in the recitals above.

         "DISTRIBUTIONS" means the periodic distributions and other payments
payable to Holders in accordance with the terms of the Preferred Securities set
forth in Article 7 of to the Declaration.

                                       2



         "DOLLAR" has the meaning set forth in the Indenture.

         "EVENT OF DEFAULT" means a default by the Guarantor on any of its
payment or other obligations under this Guarantee Agreement; PROVIDED, HOWEVER,
that, except with respect to a default in payment of any Guarantee Payment, any
such default shall constitute an Event of Default only if the Guarantor shall
have received notice of such default and shall not have cured such default
within 90 days after receipt of such notice.

         "EXTENSION PERIOD" has the meaning set forth in Section 2.8 of the
Supplemental Indenture.

         "GUARANTEE PAYMENTS" means the following payments or distributions,
without duplication, with respect to the Preferred Securities, to the extent not
paid or made by or on behalf of the Issuer: (i) any accumulated and unpaid
Distributions and the Redemption Price, including all accumulated and unpaid
Distributions to the date of redemption, with respect to the Preferred
Securities called for redemption by the Issuer but only if and to the extent
that in each case the Guarantor has made a payment to the Property Trustee of
principal of or any premium or interest on the Notes and (ii) upon a voluntary
or involuntary dissolution, winding-up or termination of the Issuer (other than
in connection with the distribution of Notes to Holders in exchange for
Preferred Securities or the redemption of the Preferred Securities in full upon
the maturity or redemption of the Notes as provided in the Declaration), the
lesser of (a) the aggregate of the liquidation amount and all accumulated and
unpaid Distributions on the Preferred Securities to the date of payment, to the
extent the Issuer has funds on hand legally available therefor, and (b) the
amount of assets of the Issuer remaining available for distribution to Holders
in liquidation of the Issuer as required by applicable law.

         "GUARANTEE TRUSTEE" means The Bank of New York, a New York banking
corporation, until a Successor Guarantee Trustee has been appointed and has
accepted such appointment pursuant to the terms of this Guarantee Agreement, and
thereafter means each such Successor Guarantee Trustee.

         "HOLDER" means any holder, as registered on the books and records of
the Issuer, of any Preferred Securities; PROVIDED, HOWEVER, that in determining
whether the holders of the requisite percentage of Preferred Securities have
given any request, notice, consent or waiver hereunder, "Holder" shall not
include the Guarantor or any Affiliate of the Guarantor.

         "INDEMNIFIED PERSON" means the Guarantee Trustee, any Affiliate of the
Guarantee Trustee, and any officers, directors, shareholders, members, partners,
employees, representatives or agents of the Guarantee Trustee.

                                       3



         "INDENTURE" means the Indenture dated as of September 12, 2001 between
the Guarantor and Fifth Third Bank, as trustee, as supplemented or amended from
time to time, pursuant to which the Notes are to be issued to the Property
Trustee.

         "MAJORITY OF OUTSTANDING PREFERRED SECURITIES" means Holder(s) of
outstanding Preferred Securities, voting together as a single class, who are the
record owners of Preferred Securities representing more than 50% of the
outstanding Preferred Securities.

         "NOTES" means the series of unsecured subordinated notes issued to the
Property Trustee by the Guarantor under the Indenture and entitled the "[ ]%
[Subordinated] Notes due [ ]."

         "OFFICERS' CERTIFICATE" means, with respect to any Person, a
certificate signed by the Chairman of the Board, the President, any Vice
Chairman of the Board, any Vice President, the Chief Financial Officer, the
Treasurer, any Assistant Treasurer, the Controller, the Secretary or any
Assistant Secretary of such Person, and delivered to the Guarantee Trustee. One
of the officers signing an Officers' Certificate given pursuant to Section 2.04
shall be the principal executive, financial or accounting officer of the
Guarantor. Any Officers' Certificate delivered with respect to compliance with a
condition or covenant provided for in this Guarantee Agreement shall include:

                  (i)   a statement that the person making such certificate has
         read such covenant or condition;

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

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

                  (iv) a statement as to whether or not, in the opinion of such
         person, such condition or covenant has been complied with.

         "PERSON" means any individual, corporation, partnership, limited
liability company, joint venture, incorporated or unincorporated association,
joint stock company, trust, unincorporated organization or government or other
agency or political subdivision thereof or other entity of any kind.

                                       4



         "PREFERRED SECURITIES" has the meaning set forth in the recitals above.

         "PROPERTY TRUSTEE" means the Person acting as Property Trustee under
the Declaration.

         "REDEMPTION PRICE" means the amount payable on redemption of the
Preferred Securities in accordance with the terms of the Preferred Securities.

         "RESPONSIBLE OFFICER" means, when used with respect to the Guarantee
Trustee, any officer within the corporate trust department of the Guarantee
Trustee, including any vice president, assistant vice president, assistant
secretary, assistant treasurer, trust officer or any other officer of the
Guarantee Trustee 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, in either case, who shall have
direct responsibility for the administration of this Guarantee Agreement.

         "SUCCESSOR GUARANTEE TRUSTEE" means a successor Guarantee Trustee
possessing the qualifications to act as a Guarantee Trustee under Section 4.01.

         "SUPPLEMENTAL INDENTURE" means the [ ] Supplemental Indenture dated as
of _____________, 2001 between the Guarantor and Fifth Third Bank, as trustee,
relating to the issuance of the Notes.

         "TRUST ENFORCEMENT EVENT" has the meaning specified in the Declaration.

         "TRUST INDENTURE ACT" means the Trust Indenture Act of 1939, as
amended.

         ["UNDERWRITING AGREEMENT" has the meaning set forth in the
Declaration.]


                                    ARTICLE 2
                               TRUST INDENTURE ACT

         SECTION 2.01.  TRUST INDENTURE ACT; APPLICATION.

          (a) This Guarantee Agreement is subject to the provisions of the Trust
Indenture Act that are required to be part of this Guarantee Agreement and
shall, to the extent applicable, be governed by such provisions.

                                       5



          (b) If and to the extent that any provision of this Guarantee
Agreement limits, qualifies or conflicts with the duties imposed by Sections 310
to 317, inclusive, of the Trust Indenture Act, such imposed duties shall
control.

          (c) The application of the Trust Indenture Act to this Guarantee
Agreement shall not affect the nature of the Preferred Securities as equity
securities representing preferred undivided beneficial interests in the assets
of the Issuer.

         SECTION 2.02.  LISTS OF HOLDERS OF PREFERRED SECURITIES.

          (a) The Guarantor shall provide the Guarantee Trustee (unless the
Guarantee Trustee is the registrar of the Preferred Securities) (i) within 14
days after each record date for payment of Distributions, a list, in such form
as the Guarantee Trustee may reasonably require, of the names and addresses of
the Holders ("LIST OF HOLDERS") as of such date, and (ii) at any other time,
within 30 days of receipt by the Guarantor of a written request for a List of
Holders as of a date no more than 15 days before such List of Holders is given
to the Guarantee Trustee; PROVIDED that in each case the Guarantor shall not be
obligated to provide such List of Holders at any time that the List of Holders
does not differ from the most recent List of Holders given to the Guarantee
Trustee by the Guarantor. The Guarantee Trustee shall preserve, in as current a
form as is reasonably practicable, all information contained in the Lists of
Holders given to it; PROVIDED that the Guarantee Trustee may destroy any List of
Holders previously given to it on receipt of a new List of Holders.

          (b) The Guarantee Trustee shall comply with its obligations under
Section 312(b) of the Trust Indenture Act.

         SECTION 2.03.  REPORTS BY THE GUARANTEE TRUSTEE.

         Within 60 days after ___________ of each year, commencing
___________, 2002, the Guarantee Trustee shall deliver to the Holders such
reports as are required by Section 313 of the Trust Indenture Act, if any, in
the form, in the manner and at the times provided by Section 313 of the Trust
Indenture Act. The Guarantee Trustee shall also comply with the other
requirements of Section 313 of the Trust Indenture Act. A copy of each such
report shall, at the time of such transmission to the Holders, be filed by
the Guarantee Trustee with the Guarantor, with each stock exchange or
quotation system upon which any Preferred Securities are listed or traded (if
so listed or traded) and also with the Commission. The Guarantor agrees to
promptly notify the Guarantee Trustee when any Preferred Securities become
listed on any stock exchange or quotation system and of any delisting thereof.

                                       6



         SECTION 2.04.  PERIODIC REPORTS TO THE GUARANTEE TRUSTEE.

         The Guarantor shall provide to the Guarantee Trustee, the Commission
and the Holders, as applicable, such documents, reports and information (if
any) as required by Section 314(a)(1)-(3) of the Trust Indenture Act and the
compliance certificates required by Section 314(a)(4) and (c) of the Trust
Indenture Act, any such certificates to be provided in the form, in the
manner and at the times required by Section 314(a)(4) and (c) of the Trust
Indenture Act (PROVIDED that any certificate to be provided pursuant to
Section 314(a)(4) of the Trust Indenture Act shall be provided within 120
days of the end of each fiscal year of the Issuer). Delivery of such reports,
information and documents to the Guarantee Trustee is for informational
purposes only and the Guarantee Trustee's receipt of such shall not
constitute constructive notice of any information contained therein,
including the Guarantor's compliance with any of its covenants hereunder (as
to which the Guarantee Trustee is entitled to rely exclusively on Officers'
Certificates or on certificates provided pursuant to this Section 2.04).

         SECTION 2.05.  EVIDENCE OF COMPLIANCE WITH CONDITIONS PRECEDENT.

         The Guarantor shall provide to the Guarantee Trustee such evidence of
compliance with any conditions precedent, if any, provided for in this Guarantee
Agreement which relate to any of the matters set forth in Section 314(c) of the
Trust Indenture Act. Any certificate or opinion required to be given by an
officer pursuant to Section 314(c) may be given in the form of an Officers'
Certificate.

         SECTION 2.06.  EVENTS OF DEFAULT; WAIVER.

          (a) The Holders of a Majority of Outstanding Preferred Securities
may, by vote, on behalf of the Holders, waive any past Event of Default and
its consequences. Upon such waiver, any such Event of Default shall cease to
exist, and any Event of Default arising therefrom shall be deemed to have
been cured, for every purpose of this Guarantee Agreement, but no such waiver
shall extend to any subsequent or other default or Event of Default, or
impair any right consequent thereon.

          (b) The right of any Holder to receive payment of the Guarantee
Payments in accordance with this Guarantee Agreement, or to institute suit for
the enforcement of any such payment, shall not be impaired without the consent
of each such Holder.

         SECTION 2.07.  DISCLOSURE OF INFORMATION.

         The disclosure of information as to the names and addresses of the
Holders in accordance with Section 312 of the Trust Indenture Act, regardless of
the source from

                                       7



which such information was derived, shall not be deemed to be a violation of
any existing law, or any law hereafter enacted which does not specifically
refer to Section 312 of the Trust Indenture Act, nor shall the Guarantee
Trustee be held accountable by reason of mailing any material pursuant to a
request made under Section 312(b) of the Trust Indenture Act.

         SECTION 2.08.  CONFLICTING INTEREST.

          (a) The Declaration shall be deemed to be specifically described in
this Guarantee Agreement for the purposes of clause (i) of the first proviso
contained in Section 310(b) of the Trust Indenture Act.

          (b) The Guarantee Trustee shall comply with its obligations under
Sections 310(b) and 311 of the Trust Indenture Act.


                                    ARTICLE 3
               POWERS, DUTIES AND RIGHTS OF THE GUARANTEE TRUSTEE

         SECTION 3.01.  POWERS AND DUTIES OF THE GUARANTEE TRUSTEE.

          (a) This Guarantee Agreement shall be held by the Guarantee Trustee
in trust for the benefit of the Holders. The Guarantee Trustee shall not
transfer its right, title and interest in this Guarantee Agreement to any
Person except a Successor Guarantee Trustee on acceptance by such Successor
Guarantee Trustee of its appointment to act as Guarantee Trustee or to a
Holder exercising his or her rights pursuant to Section 5.04(iv). The right,
title and interest of the Guarantee Trustee to this Guarantee Agreement shall
vest automatically in each Person who may hereafter be appointed as Guarantee
Trustee in accordance with Article 4. Such vesting and cessation of title
shall be effective whether or not conveyancing documents have been executed
and delivered.

          (b) If an Event of Default has occurred and is continuing, the
Guarantee Trustee shall enforce this Guarantee Agreement for the benefit of the
Holders.

          (c) This Guarantee Agreement and all moneys received by the Guarantee
Trustee in respect of the Guarantee Payments will not be subject to any right,
charge, security interest, lien or claim of any kind in favor of, or for the
benefit of, the Guarantee Trustee or its agents or their creditors.

                                       8



          (d) The Guarantee Trustee shall, within 90 days after the occurrence
of an Event of Default actually known to a Responsible Officer of the Guarantee
Trustee, transmit by mail, first class postage prepaid, to the Holders, as their
names and addresses appear upon the List of Holders, notice of all such Events
of Default, unless such defaults shall have been cured before the giving of such
notice; PROVIDED that the Guarantee Trustee shall be protected in withholding
such notice if and so long as the board of directors, the executive committee or
a trust committee of directors and/or Responsible Officers of the Guarantee
Trustee in good faith determines that the withholding of such notice is in the
interests of the Holders. The Guarantee Trustee shall not be deemed to have
knowledge of any Event of Default except any Event of Default as to which the
Guarantee Trustee shall have received written notice or a Responsible Officer
charged with the administration of this Guarantee Agreement shall have obtained
written notice of such Event of Default.

          (e) The Guarantee Trustee shall continue to serve as a trustee until a
Successor Guarantee Trustee has been appointed and accepted that appointment in
accordance with Article 4.

         SECTION 3.02.  CERTAIN RIGHTS AND DUTIES OF THE GUARANTEE TRUSTEE.

          (a) The Guarantee Trustee, before the occurrence of an Event of
Default and after the curing or waiving of all Events of Default that may have
occurred, shall undertake to perform only such duties as are specifically set
forth in this Guarantee Agreement, and no implied covenants shall be read into
this Guarantee Agreement against the Guarantee Trustee. In case an Event of
Default has occurred (that has not been cured or waived pursuant to Section
2.06), the Guarantee Trustee shall exercise such of the rights and powers vested
in it by this Guarantee Agreement, and use the same degree of care and skill in
its exercise thereof, as a prudent person would exercise or use under the
circumstances in the conduct of his own affairs.

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

                  (i) prior to the occurrence of an Event of Default and after
         the curing or waiving of all such Events of Default that may have
         occurred:

                       (A) the duties and obligations of the Guarantee Trustee
                  shall be determined solely by the express provisions of this
                  Guarantee Agreement, and the Guarantee Trustee shall not be
                  liable except for the performance of such duties and
                  obligations as are specifically set forth

                                       9



                  in this Guarantee Agreement, and no implied covenants or
                  obligations shall be read into this Guarantee Agreement
                  against the Guarantee Trustee; and

                       (B) in the absence of willful misconduct on the part of
                  the Guarantee Trustee, the Guarantee Trustee may conclusively
                  rely, as to the truth of the statements and the correctness of
                  the opinions expressed therein, upon any certificates or
                  opinions furnished to the Guarantee Trustee and conforming to
                  the requirements of this Guarantee Agreement; PROVIDED,
                  HOWEVER, that in the case of any such certificates or opinions
                  that by any provision hereof or the Trust Indenture Act are
                  specifically required to be furnished to the Guarantee
                  Trustee, the Guarantee Trustee shall be under a duty to
                  examine the same to determine whether or not they conform to
                  the requirements of this Guarantee Agreement or the Trust
                  Indenture Act, as the case may be (but need not confirm or
                  investigate the accuracy of mathematical calculations or other
                  facts stated therein);

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

                  (iii) the Guarantee Trustee shall not be liable with respect
         to any action taken or omitted to be taken by it in good faith in
         accordance with the direction of the Holders of a Majority of
         Outstanding Preferred Securities relating to the time, method and place
         of conducting any proceeding for any remedy available to the Guarantee
         Trustee, or exercising any trust or power conferred upon the Guarantee
         Trustee under this Guarantee Agreement; and

                  (iv) no provision of this Guarantee Agreement shall require
         the Guarantee Trustee to expend or risk its own funds or otherwise
         incur personal financial liability in the performance of any of its
         duties or in the exercise of any of its rights or powers, if it shall
         have reasonable grounds for believing that the repayment of such funds
         or liability is not reasonably assured to it under the terms of this
         Guarantee Agreement or indemnity reasonably satisfactory to it against
         such risk or liability is not reasonably assured to it.

          (c)   Subject to the provisions of Section 3.02(a) and 3.02(b):

                                      10


                  (i) whenever in the administration of this Guarantee
         Agreement, the Guarantee Trustee shall deem it desirable that a
         matter be proved or established prior to taking, suffering or
         omitting any action hereunder, the Guarantee Trustee (unless other
         evidence is herein specifically prescribed) may, in the absence of
         willful misconduct on its part, request and rely upon an Officers'
         Certificate, which, upon receipt of such request, shall be promptly
         delivered by the Guarantor;

                 (ii) the Guarantee Trustee (A) may consult with counsel of its
         selection (which may be counsel to the Guarantor or any of its
         Affiliates and may include any of its employees) selected by it in good
         faith and with due care and the advice or opinion of such counsel with
         respect to legal matters 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 and in accordance with
         such advice and opinion and (B) shall have the right at any time to
         seek, at the expense of the Guarantor, instructions concerning the
         administration of this Guarantee Agreement from any court of competent
         jurisdiction;

                (iii) the Guarantee Trustee may execute any of the trusts or
         powers hereunder or perform any duties hereunder either directly or by
         or through agents or attorneys, and the Guarantee Trustee shall not be
         responsible for any willful misconduct or negligence on the part of any
         agent or attorney appointed by it in good faith and with due care;

                 (iv) the Guarantee Trustee shall be under no obligation to
         exercise any of the rights or powers vested in it by this Guarantee
         Agreement at the request or direction of any Holder, unless such Holder
         shall have offered to the Guarantee Trustee security and indemnity
         satisfactory to the Guarantee Trustee against the costs, expenses
         (including attorneys' fees and expenses) and liabilities that might
         be incurred by it in complying with such request or direction;
         PROVIDED that nothing contained in this clause (iv) shall relieve
         the Guarantee Trustee of the obligation, upon the occurrence of an
         Event of Default (which has not been cured or waived) to exercise
         such of the rights and powers vested in it by this Guarantee
         Agreement, and to use the same degree of care and skill in this
         exercise as a prudent person would exercise or use under the
         circumstances in the conduct of his own affairs; and

                  (v) any action taken by the Guarantee Trustee or its agents
         hereunder shall bind the Holders, and the signature of the Guarantee
         Trustee or its agents alone shall be sufficient and effective to
         perform any such action; and no third


                                       11


         party shall be required to inquire as to the authority of the
         Guarantee Trustee to so act, or as to its compliance with any of the
         terms and provisions of this Guarantee Agreement, both of which
         shall be conclusively evidenced by the Guarantee Trustee's or its
         agent's taking such action.

         SECTION 3.03.  NOT RESPONSIBLE FOR RECITALS OR ISSUANCE OF GUARANTEE.

         The recitals contained in this Guarantee Agreement shall be taken as
the statements of the Guarantor, and the Guarantee Trustee does not assume any
responsibility for their correctness. The Guarantee Trustee makes no
representations as to the validity or sufficiency of this Guarantee Agreement.

         SECTION 3.04.  THE GUARANTEE TRUSTEE MAY OWN PREFERRED SECURITIES.

         The Guarantee Trustee, in its individual or any other capacity, may
become the owner or pledgee of Preferred Securities and may otherwise deal with
the Guarantor with the same rights it would have if it were not the Guarantee
Trustee.

         SECTION 3.05.  MONEYS RECEIVED BY THE GUARANTEE TRUSTEE TO BE HELD IN
TRUST WITHOUT INTEREST.

         All moneys received by the Guarantee Trustee in respect of Guarantee
Payments shall, until used or applied as herein provided, be held in trust for
the purposes for which they were received, but need not be segregated from other
funds except to the extent required by law. The Guarantee Trustee shall be under
no liability for interest on any moneys received by it hereunder except such as
it may agree in writing to pay thereon.

         SECTION 3.06.  COMPENSATION AND EXPENSES OF GUARANTEE TRUSTEE.

         The Guarantor covenants and agrees to pay to the Guarantee Trustee from
time to time, and the Guarantee Trustee shall be entitled to, such compensation
as the Guarantor and the Guarantee Trustee shall from time to time agree in
writing (which shall not be limited by any provision of law in regard to the
compensation of a Guarantee Trustee of an express trust) for all services
rendered by it in the exercise and performance of any of the powers and duties
hereunder of the Guarantee Trustee, and the Guarantor will pay or reimburse the
Guarantee Trustee upon its request for all reasonable expenses, disbursements
and advances incurred or made by the Guarantee Trustee in accordance with any of
the provisions of this Guarantee Agreement (including the reasonable
compensation and the reasonable expenses and disbursements of its counsel and of
all persons not regularly in its employ) except any such expense,


                                       12


disbursement or advance as may arise from its negligence or willful
misconduct. The Guarantor also covenants to indemnify each of the Guarantee
Trustee or any predecessor Guarantee Trustee and their officers, agents,
directors and employees for, and to hold them harmless against, any and all
loss, liability, damage, claim or expense including taxes (other than taxes
based upon, measured by or determined by the income, profit, franchise or
doing business of the Guarantee Trustee) incurred without negligence or
willful misconduct on the part of the Guarantee Trustee and arising out of or
in connection with the acceptance or administration of this trust, including
the reasonable costs and expenses of defending itself against any claim
(whether asserted by the Guarantor, any Holder or any other Person) of
liability in the premises. The provisions of this Section 3.06 shall survive
the termination of this Guarantee Agreement and resignation or removal of the
Guarantee Trustee.

                                    ARTICLE 4
                                GUARANTEE TRUSTEE

         SECTION 4.01.  QUALIFICATIONS.

         There shall at all times be a Guarantee Trustee that shall:

                  (i) not be an Affiliate of the Guarantor; and

                 (ii) be a national banking association or corporation organized
         and doing business under the laws of the United States of America or
         any State or Territory thereof or of the District of Columbia, or a
         corporation or Person permitted by the Commission to act as an
         institutional trustee under the Trust Indenture Act, authorized
         under such laws to exercise corporate trust powers, having a
         combined capital and surplus of at least $50,000,000, and subject to
         supervision or examination by Federal, State, Territorial or
         District of Columbia authority. If such corporation publishes
         reports of condition at least annually, pursuant to law or to the
         requirements of the supervising or examining authority referred to
         above, then for the purposes of this clause (ii), 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 Guarantee Trustee shall cease to satisfy the
requirements of clauses (i) and (ii) above, the Guarantee Trustee shall
immediately resign in the manner and with the effect set out in Section 4.02. If
the Guarantee Trustee has or shall acquire any "conflicting interest" within the
meaning of Section 310(b) of the Trust Indenture


                                       13


Act, the Guarantee Trustee and the Guarantor shall in all respects comply
with the provisions of Section 310(b) of the Trust Indenture Act.

         SECTION 4.02.  APPOINTMENT, REMOVAL AND RESIGNATION OF THE GUARANTEE
TRUSTEE.

          (a) Subject to Section 4.02(b), the Guarantee Trustee may be appointed
or removed without cause at any time by the Guarantor.

          (b) The Guarantee Trustee shall not be removed in accordance with
Section 4.02(a) until a Successor Guarantee Trustee possessing the
qualifications to act as Guarantee Trustee under Section 4.01 has been appointed
and has accepted such appointment by written instrument executed by such
Successor Guarantee Trustee and delivered to the Guarantor and the Guarantee
Trustee being removed.

          (c) The Guarantee Trustee appointed to office shall hold office until
its successor shall have been appointed or until its removal or resignation.

          (d) The Guarantee Trustee may resign from office (without need for
prior or subsequent accounting) by an instrument (a "RESIGNATION REQUEST") in
writing signed by the Guarantee Trustee and delivered to the Guarantor, which
resignation shall take effect upon such delivery or upon such later date as is
specified therein; PROVIDED, HOWEVER, that no such resignation of the Guarantee
Trustee shall be effective until a Successor Guarantee Trustee possessing the
qualifications to act as Guarantee Trustee under Section 4.01 has been appointed
and has accepted such appointment by instrument executed by such Successor
Guarantee Trustee and delivered to the Guarantor and the resigning Guarantee
Trustee.

          (e) If no Successor Guarantee Trustee shall have been appointed and
accepted appointment as provided in this Section 4.02 within 60 days after
delivery to the Guarantor of a Resignation Request or receipt of a notice of
removal by the Guarantee Trustee, the Guarantee Trustee resigning or to be
removed may, at the expense of the Guarantor, petition any court of competent
jurisdiction for appointment of a Successor Guarantee Trustee. Such court may
thereupon after such notice, if any, as it may deem proper, appoint a
Successor Guarantee Trustee.


                                       14


                                    ARTICLE 5
                                    GUARANTEE

         SECTION 5.01.  GUARANTEE.

         The Guarantor irrevocably and unconditionally agrees to pay in full to
the Holders the Guarantee Payments (without duplication of amounts theretofore
paid by the Issuer), as and when due, regardless of any defense, right of
set-off or counterclaim which the Issuer may have or assert. The Guarantor's
obligation to make a Guarantee Payment may be satisfied by direct payment of the
required amounts by the Guarantor to the Holders or to the Guarantee Trustee for
remittance to the Holders or by causing the Issuer to pay such amounts to the
Holders.

         SECTION 5.02.  WAIVER OF NOTICE.

         The Guarantor hereby waives notice of acceptance of this Guarantee
Agreement and of any liability to which it applies or may apply, presentment,
demand for payment, any right to require a proceeding first against the Issuer
or any other Person before proceeding against the Guarantor, protest, notice of
nonpayment, notice of dishonor, notice of redemption and all other notices and
demands. Notwithstanding anything to the contrary herein, the Guarantor retains
all of its rights under the Indenture to extend the interest payment period on
the Notes and the Guarantor shall not be obligated hereunder to make any
Guarantee Payment during any Extension Period with respect to the Distributions
on the Preferred Securities.

         SECTION 5.03.  OBLIGATIONS NOT AFFECTED.

         The obligations, covenants, agreements and duties of the Guarantor
under this Guarantee Agreement shall in no way be affected or impaired by reason
of the happening from time to time of any of the following:

          (a) the release or waiver, by operation of law or otherwise, of the
performance or observance by the Issuer of any express or implied agreement,
covenant, term or condition relating to the Preferred Securities to be performed
or observed by the Issuer;

          (b) the extension of time for the payment by the Issuer of all or any
portion of the Distributions (other than an extension of time for payment of
Distributions that result from any Extension Period), Redemption Price,
Liquidation Distribution (as defined in the Declaration) or any other sums
payable under the terms of the Preferred Securities or the extension of time for
the performance of any other obligation under, arising out


                                       15


of, or in connection with, the Preferred Securities (other than an extension
of time for payment of Distributions that result from any Extension Period);

          (c) any failure, omission, delay or lack of diligence on the part of
the Guarantee Trustee or the Holders to enforce, assert or exercise any right,
privilege, power or remedy conferred on the Guarantee Trustee or the Holders
pursuant to the terms hereof or of the Preferred Securities, respectively, or
any action on the part of the Issuer granting indulgence or extension of any
kind;

          (d) the voluntary or involuntary liquidation, dissolution, sale of any
collateral, receivership, insolvency, bankruptcy, assignment for the benefit of
creditors, reorganization, arrangement, composition or readjustment of debt of,
or other similar proceedings affecting, the Issuer or any of the assets of the
Issuer;

          (e) any invalidity of, or defect or deficiency in, the Preferred
Securities;

          (f) the settlement or compromise of any obligation guaranteed hereby
or hereby incurred; or

          (g) any other circumstance whatsoever that might otherwise constitute
a legal or equitable discharge or defense of a guarantor, it being the intent of
this Section 5.03 that the obligations of the Guarantor with respect to the
Guarantee Payments shall be absolute and unconditional under any and all
circumstances.

         There shall be no obligation of the Guarantee Trustee or the Holders to
give notice to, or obtain consent of, the Guarantor with respect to the
happening of any of the foregoing.

         SECTION 5.04.  ENFORCEMENT OF GUARANTEE.

         The Guarantor and the Guarantee Trustee expressly acknowledge and
agree that (i) this Guarantee Agreement will be deposited with the Guarantee
Trustee to be held for the benefit of the Holders; (ii) the Guarantee Trustee
has the right to enforce this Guarantee Agreement on behalf of the Holders;
(iii) Holders representing not less than a Majority of Outstanding Preferred
Securities have the right to direct the time, method and place of conducting
any proceeding for any remedy available to the Guarantee Trustee in respect
of this Guarantee Agreement or exercising any trust or other power conferred
upon the Guarantee Trustee under this Guarantee Agreement; and (iv) if the
Guarantee Trustee fails to enforce this Guarantee Agreement as provided in
clauses (ii) and (iii) above, any Holder may institute a legal proceeding
directly against the Guarantor to enforce its rights under this Guarantee
Agreement, without first


                                       16


instituting a legal proceeding against the Issuer, the Guarantee Trustee or
any other Person. Notwithstanding the foregoing, if the Guarantor has failed
to make a Guarantee Payment, a Holder may directly institute a proceeding
against the Guarantor for enforcement of this Guarantee Agreement for such
payment without first instituting a legal proceeding against the Issuer, the
Guarantee Trustee or any other Person.

         SECTION 5.05.  GUARANTEE OF PAYMENT.

         This Guarantee Agreement creates a guarantee of payment and not merely
of collection. This Guarantee Agreement will not be discharged except by payment
of the Guarantee Payments in full (without duplication of amounts theretofore
paid by the Issuer) or upon the distribution of the Notes to the Holders as
provided in the Declaration.

         SECTION 5.06.  SUBROGATION.

         The Guarantor shall be subrogated to all (if any) rights of the Holders
against the Issuer in respect of any amounts paid to the Holders by the
Guarantor under this Guarantee Agreement; PROVIDED, HOWEVER, that the Guarantor
shall not (except to the extent required by mandatory provisions of law) be
entitled to enforce or exercise any rights which it may acquire by way of
subrogation or any indemnity, reimbursement or other agreement, in all cases as
a result of payment under this Guarantee Agreement, if, at the time of any such
payment, any amounts are due and unpaid under this Guarantee Agreement. If any
amount shall be paid to the Guarantor in violation of the preceding sentence,
the Guarantor agrees to hold such amount in trust for the Holders and to pay
over such amount to the Holders or to the Guarantee Trustee for remittance to
the Holders.

         SECTION 5.07.  INDEPENDENT OBLIGATIONS.

         The Guarantor acknowledges that its obligations hereunder are
independent of the obligations of the Issuer with respect to the Preferred
Securities and that the Guarantor shall be liable as principal and as debtor
hereunder to make Guarantee Payments pursuant to the terms of this Guarantee
Agreement notwithstanding the occurrence of any event referred to in
subsections (a) through (g), inclusive, of Section 5.03 hereof.


                                       17


                                    ARTICLE 6
                    LIMITATION OF TRANSACTIONS; SUBORDINATION

         SECTION 6.01.  LIMITATION OF TRANSACTIONS.

         So long as any Preferred Securities remain outstanding, if at such
time (i) the Guarantor shall be in default with respect to its Guarantee
Payments or other payment obligations hereunder, (ii) there shall have
occurred and be continuing any event of default under the Declaration or
(iii) the Guarantor shall have given notice of its election of an Extension
Period and such period, or any extension thereof, is continuing, the
Guarantor shall not (a) make any payment of principal, interest or premium,
if any, on or repay, repurchase or redeem any debt securities that rank
junior to the Notes in the right of payment issued by the Guarantor, or (b)
make any guarantee payments with respect to any guarantee by the Guarantor of
any securities of any of its subsidiaries if such guarantee ranks junior to
the Notes in the right of payment, (c) declare or pay any dividends or
distributions on any of the Guarantor's capital stock or (d) redeem,
purchase, acquire or make a liquidation payment with respect to, any of the
Guarantor's capital stock. Notwithstanding the foregoing, the Guarantor may
(1) purchase or acquire its capital stock in connection with the satisfaction
by it of its obligations under any employee benefit plans or pursuant to any
contract or security outstanding on the first day of any such event requiring
it to purchase its capital stock; (2) reclassify its capital stock or
exchange or convert one class or series of its capital stock for another
class or series of its capital stock; (3) purchase fractional interests in
shares of its capital stock pursuant to the conversion or exchange provisions
of such capital stock or the security being converted or exchanged; (4)
declare dividends or distributions in its capital stock; (5) redeem or
repurchase any rights pursuant to a rights agreement; and (6) make payments
under this Guarantee related to the Preferred Securities. In addition, so
long as any Preferred Securities remain outstanding, the Guarantor (i) will
remain the sole direct or indirect owner of all of the outstanding Common
Securities and shall not cause or permit the Common Securities to be
transferred except to the extent such transfer is permitted under the
Declaration; PROVIDED that any permitted successor of the Guarantor under the
Indenture may succeed to the Guarantor's direct or indirect ownership of the
Common Securities, (ii) will cause the holder of the Common Securities to
satisfy the requirements of Section 5.03 of the Declaration and (iii) will
use reasonable efforts to cause the Issuer to continue to be treated as a
grantortrust for United States federal income tax purposes, except in
connection with a distribution of Notes as provided in the Declaration.

         SECTION 6.02.  SUBORDINATION.


                                       18


         If a Trust Enforcement Event has occurred and is continuing under the
Declaration the rights of the holders of the Common Securities to receive any
payments will be subordinated to the rights of the Holders of the Preferred
Securities to receive Guarantee Payments.

                                    ARTICLE 7
                                   TERMINATION

         SECTION 7.01. TERMINATION.

         This Guarantee Agreement shall terminate and be of no further force and
effect (i) upon full payment of the Redemption Price of, plus all accumulated
and unpaid Distributions on, all Preferred Securities, (ii) upon the
distribution of Notes to Holders and holders of Common Securities in exchange
for all of the Preferred Securities and Common Securities or (iii) upon full
payment of the amounts payable in accordance with the Declaration upon
liquidation of the Issuer. Notwithstanding the foregoing, this Guarantee
Agreement will continue to be effective or will be reinstated, as the case may
be, if at any time any Holder must restore payment of any sums paid with respect
to the Preferred Securities or under this Guarantee Agreement.

                                    ARTICLE 8
                    LIMITATION OF LIABILITY; INDEMNIFICATION

         SECTION 8.01.  EXCULPATION.

          (a) No Indemnified Person shall be liable, responsible or
accountable in damages or otherwise to the Guarantor or any Holder for any
loss, damage or claim incurred by reason of any act or omission performed or
omitted by such Indemnified Person in good faith in accordance with this
Guarantee Agreement and in a manner such Indemnified Person reasonably
believed to be within the scope of the authority conferred on such
Indemnified Person by this Guarantee Agreement or by law, except that an
Indemnified Person shall be liable for any such loss, damage or claim
incurred by reason of such Indemnified Person's negligence or willful
misconduct with respect to such acts or omissions.

          (b) An Indemnified Person shall be fully protected in relying in good
faith upon the records of the Guarantor and upon such information, opinions,
reports or


                                       19


statements presented to the Guarantor by any Person as to matters the
Indemnified Person reasonably believes are within such other Person's
professional or expert competence and who has been selected with reasonable
care by or on behalf of the Guarantor, including information, opinions,
reports or statements as to the value and amount of the assets, liabilities,
profits, losses or any other facts pertinent to the existence and amount of
assets from which Distributions to Holders might properly be paid.

         SECTION 8.02.  INDEMNIFICATION.

         To the fullest extent permitted by applicable law, the Guarantor shall
indemnify and hold harmless each Indemnified Person from and against any loss,
damage or claim incurred by such Indemnified Person by reason of any act or
omission performed or omitted by such Indemnified Person in good faith in
accordance with this Guarantee Agreement and in a manner such Indemnified Person
reasonably believed to be within the scope of authority conferred on such
Indemnified Person by this Guarantee Agreement, except that no Indemnified
Person shall be entitled to be indemnified in respect of any loss, damage or
claim incurred by such Indemnified Person by reason of negligence or willful
misconduct with respect to such acts or omissions.

         SECTION 8.03.  SURVIVE TERMINATION.

         The provisions of Sections 8.01 and 8.02 shall survive the termination
of this Guarantee Agreement or the resignation or removal of the Guarantee
Trustee.

                                    ARTICLE 9
                                  MISCELLANEOUS

         SECTION 9.01.  SUCCESSORS AND ASSIGNS.

         All guarantees and agreements contained in this Guarantee Agreement
shall bind the successors, assignees, receivers, trustees and representatives
of the Guarantor and shall inure to the benefit of the Guarantee Trustee and
the Holders then outstanding. Except in connection with a consolidation,
merger or sale involving the Guarantor that is permitted under Article 8 of
the Indenture, the Guarantor shall not assign its obligations hereunder.


                                       20


         SECTION 9.02.  AMENDMENTS.

         Except with respect to any changes which do not adversely affect the
rights of Holders in any material respect (in which case no consent of Holders
will be required), this Guarantee Agreement may only be amended with the prior
approval of the Guarantor, the Guarantee Trustee and the Holders of not less
than a Majority of Outstanding Preferred Securities. The provisions of Section
11.02 of the Declaration concerning meetings of Holders shall apply to the
giving of such approval.

         SECTION 9.03.  NOTICES.

         Any notice, request or other communication required or permitted to be
given hereunder shall be in writing, in English, duly signed by the party giving
such notice, and delivered, telecopied or mailed by first class mail as follows:

          (a) if given to the Guarantor, to the address set forth below or such
other address as the Guarantor may give notice of to the Holders:

                  Cinergy Corp.
                  139 East Fourth Street
                  Cincinnati, OH 45202
                  Attention:
                  Facsimile:

                  with a copy to:

                  [                ]
                  [                ]
                  [                ]

          (b) if given to the Guarantee Trustee, to the address set forth below
or such other address as the Guarantee Trustee may give notice of to the
Holders:

                  [                ]
                  [     Address    ]
                  Attention:
                  Facsimile:

          (c)   if given to any Holder, at the address set forth on the books
and records of the Issuer.


                                      21


         All notices hereunder shall be deemed to have been given when (i)
received in person, (ii) telecopied with receipt confirmed, or (iii) mailed by
first class mail, postage prepaid, when received, except that if a notice or
other document is refused delivery or cannot be delivered because of a changed
address of which no notice was given, such notice or other document shall be
deemed to have been delivered on the date of such refusal or inability to
deliver.

         SECTION 9.04.  GENDERS.

         The masculine, feminine and neuter genders used herein shall include
the masculine, feminine and neuter genders.

         SECTION 9.05.  BENEFIT.

         This Guarantee Agreement is solely for the benefit of the Guarantee
Trustee and the Holders and, subject to Section 3.01(a), is not separately
transferable from the Preferred Securities.

         SECTION 9.06.  GOVERNING LAW.

         THIS GUARANTEE AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED AND
INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK (WITHOUT REGARD
TO PRINCIPLES OF CONFLICTS OF LAWS).

         SECTION 9.07.  COUNTERPARTS.

         This Guarantee Agreement may be executed in counterparts, each of which
shall be an original; but such counterparts shall together constitute one and
the same instrument.

         SECTION 9.08.  INTENTIONALLY OMITTED.

         SECTION 9.09.  LIMITED LIABILITY.

         Neither the Guarantee Trustee nor the Holders, in their capacities as
such, shall be personally liable for any liabilities or obligations of the
Guarantor arising out of this Guarantee Agreement. The parties further hereby
agree that the Holders, in their capacities as such, shall be entitled to the
same limitation of personal liability extended to the stockholders of private
corporations for profit organized under the General Corporation Law of the
State of Delaware.


                                      22





         THIS GUARANTEE AGREEMENT is executed as of the day and year first above
written.

                                    CINERGY CORP.

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


                                    THE BANK OF NEW YORK,
                                         as Guarantee Trustee

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

EX-4.10

                                                                   EXHIBIT 4.10



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


                                  CINERGY CORP.


                                       and


                       [                               ],

                           as Purchase Contract Agent



                       FORM OF PURCHASE CONTRACT AGREEMENT


                          Dated as of ___________, 2001


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



                                                                                                           
ARTICLE 1
         DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATIONS
         SECTION 1.01.  DEFINITIONS...............................................................................1
         SECTION 1.03.  FORM OF DOCUMENTS DELIVERED TO PURCHASE CONTRACT AGENT...................................12
         SECTION 1.04.  ACTS OF HOLDERS; RECORD DATES............................................................13
         SECTION 1.05.  NOTICES..................................................................................14
         SECTION 1.06.  NOTICE TO HOLDERS; WAIVER................................................................15
         SECTION 1.07.  EFFECT OF HEADINGS AND TABLE OF CONTENTS.................................................16
         SECTION 1.08.  SUCCESSORS AND ASSIGNS...................................................................16
         SECTION 1.09.  SEPARABILITY CLAUSE......................................................................16
         SECTION 1.10.  BENEFITS OF AGREEMENT....................................................................16
         SECTION 1.11.  GOVERNING LAW............................................................................16
         SECTION 1.12.  LEGAL HOLIDAYS...........................................................................17
         SECTION 1.13.  COUNTERPARTS.............................................................................17
         SECTION 1.14.  INSPECTION OF AGREEMENT..................................................................17
         SECTION 1.15.  APPOINTMENT OF FINANCIAL INSTITUTION AS AGENT FOR THE COMPANY............................17

ARTICLE 2
         CERTIFICATE FORMS
         SECTION 2.01.  FORMS OF CERTIFICATES GENERALLY..........................................................18
         SECTION 2.02.  FORM OF PURCHASE CONTRACT AGENT'S CERTIFICATE OF AUTHENTICATION..........................19

ARTICLE 3
         THE SECURITIES
         SECTION 3.01.  AMOUNT; FORM AND DENOMINATIONS...........................................................19
         SECTION 3.02.  RIGHTS AND OBLIGATIONS EVIDENCED BY THE CERTIFICATES.....................................19
         SECTION 3.03.  EXECUTION, AUTHENTICATION, DELIVERY AND DATING...........................................20
         SECTION 3.04.  TEMPORARY CERTIFICATES...................................................................21
         SECTION 3.05.  REGISTRATION; REGISTRATION OF TRANSFER AND EXCHANGE......................................21
         SECTION 3.06.  BOOK-ENTRY INTERESTS.....................................................................23
         SECTION 3.07.  NOTICES TO HOLDERS.......................................................................23
         SECTION 3.08.  APPOINTMENT OF SUCCESSOR DEPOSITARY......................................................24
         SECTION 3.09.  DEFINITIVE CERTIFICATES..................................................................24
         SECTION 3.10.  MUTILATED, DESTROYED, LOST AND STOLEN CERTIFICATES.......................................24
         SECTION 3.11.  PERSONS DEEMED OWNERS....................................................................25
         SECTION 3.12.  CANCELLATION.............................................................................26
         SECTION 3.13.  CREATION OF TREASURY STOCK PURCHASE UNITS BY SUBSTITUTION OF TREASURY
                  SECURITIES.....................................................................................27


                                                         i



         SECTION 3.14.  REESTABLISHMENT OF STOCK PURCHASE UNITS..................................................28
         SECTION 3.15.  TRANSFER OF COLLATERAL UPON OCCURRENCE OF TERMINATION EVENT..............................30
         SECTION 3.16.  NO CONSENT TO ASSUMPTION.................................................................30

ARTICLE 4
         THE PREFERRED SECURITIES, [SUBORDINATED] NOTES AND APPLICABLE OWNERSHIP
         INTEREST OF THE TREASURY PORTFOLIO
         SECTION 4.01.  INTEREST PAYMENTS; RIGHTS TO INTEREST PAYMENTS PRESERVED.................................31
         SECTION 4.02.  NOTICE AND VOTING........................................................................32
         SECTION 4.03.  DISTRIBUTION OF [SUBORDINATED] NOTES; TAX EVENT REDEMPTION...............................33

ARTICLE 5
         THE PURCHASE CONTRACTS
         SECTION 5.01.  PURCHASE OF SHARES OF COMMON STOCK.......................................................34
         SECTION 5.02.  PAYMENT OF PURCHASE PRICE................................................................37
         SECTION 5.03.  ISSUANCE OF SHARES OF COMMON STOCK.......................................................42
         SECTION 5.04.  ADJUSTMENT OF SETTLEMENT RATE............................................................43
         SECTION 5.05.  NOTICE OF ADJUSTMENTS AND CERTAIN OTHER EVENTS...........................................50
         SECTION 5.06.  TERMINATION EVENT; NOTICE................................................................50
         SECTION 5.07.  EARLY SETTLEMENT.........................................................................51
         SECTION 5.08.  INTENTIONALLY OMITTED....................................................................53
         SECTION 5.09.  NO FRACTIONAL SHARES.....................................................................53
         SECTION 5.10.  CHARGES AND TAXES........................................................................53
         SECTION 5.11.  PURCHASE CONTRACT PAYMENTS...............................................................54
         SECTION 5.12.  DEFERRAL OF PURCHASE CONTRACT PAYMENTS...................................................55

ARTICLE 6
         REMEDIES
         SECTION 6.01.  UNCONDITIONAL RIGHT OF HOLDERS TO RECEIVE PURCHASE CONTRACT PAYMENTS
                  AND TO PURCHASE SHARES OF COMMON STOCK.........................................................56
         SECTION 6.02.  RESTORATION OF RIGHTS AND REMEDIES.......................................................56
         SECTION 6.03.  RIGHTS AND REMEDIES CUMULATIVE...........................................................56
         SECTION 6.04.  DELAY OR OMISSION NOT WAIVER.............................................................57
         SECTION 6.05.  UNDERTAKING FOR COSTS....................................................................57
         SECTION 6.06.  WAIVER OF STAY OR EXTENSION LAWS.........................................................57

ARTICLE 7
         THE PURCHASE CONTRACT AGENT
         SECTION 7.01.  CERTAIN DUTIES AND RESPONSIBILITIES......................................................58
         SECTION 7.02.  NOTICE OF DEFAULT........................................................................59
         SECTION 7.03.  CERTAIN RIGHTS OF PURCHASE CONTRACT AGENT................................................59


                                                         ii



         SECTION 7.04.  NOT RESPONSIBLE FOR RECITALS OR ISSUANCE OF SECURITIES...................................61
         SECTION 7.05.  MAY HOLD SECURITIES......................................................................61
         SECTION 7.06.  MONEY HELD IN CUSTODY....................................................................61
         SECTION 7.07.  COMPENSATION AND REIMBURSEMENT...........................................................61
         SECTION 7.08.  CORPORATE PURCHASE CONTRACT AGENT REQUIRED;   ELIGIBILITY................................62
         SECTION 7.09.  RESIGNATION AND REMOVAL; APPOINTMENT OF SUCCESSOR........................................62
         SECTION 7.10.  ACCEPTANCE OF APPOINTMENT BY SUCCESSOR...................................................63
         SECTION 7.11.  MERGER, CONVERSION, CONSOLIDATION OR SUCCESSION TO BUSINESS..............................64
         SECTION 7.12.  PRESERVATION OF INFORMATION; COMMUNICATIONS TO HOLDERS...................................64
         SECTION 7.13.  NO OBLIGATIONS OF PURCHASE CONTRACT AGENT................................................65
         SECTION 7.14.  TAX COMPLIANCE...........................................................................65

ARTICLE 8
         SUPPLEMENTAL AGREEMENTS
         SECTION 8.01.  SUPPLEMENTAL AGREEMENTS WITHOUT CONSENT OF HOLDERS.......................................66
         SECTION 8.02.  SUPPLEMENTAL AGREEMENTS WITH CONSENT OF HOLDERS..........................................66
         SECTION 8.03.  EXECUTION OF SUPPLEMENTAL AGREEMENTS.....................................................67
         SECTION 8.04.  EFFECT OF SUPPLEMENTAL AGREEMENTS........................................................68
         SECTION 8.05.  REFERENCE TO SUPPLEMENTAL AGREEMENTS.....................................................68

ARTICLE 9
         CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE
         SECTION 9.01.  COVENANT NOT TO CONSOLIDATE, MERGE, CONVEY, TRANSFER OR LEASE PROPERTY
                  EXCEPT UNDER CERTAIN CONDITIONS................................................................68
         SECTION 9.02.  RIGHTS AND DUTIES OF SUCCESSOR CORPORATION...............................................69
         SECTION 9.03.  OFFICERS' CERTIFICATE AND OPINION OF COUNSEL GIVEN TO PURCHASE CONTRACT
                  AGENT..........................................................................................69

ARTICLE 10
         COVENANTS
         SECTION 10.01.  PERFORMANCE UNDER PURCHASE CONTRACTS....................................................70
         SECTION 10.02.  MAINTENANCE OF OFFICE OR AGENCY.........................................................70
         SECTION 10.03.  COMPANY TO RESERVE COMMON STOCK.........................................................70
         SECTION 10.04.  COVENANTS AS TO COMMON STOCK............................................................71
         SECTION 10.05.  STATEMENTS OF OFFICERS OF THE COMPANY AS TO DEFAULT.....................................71
         SECTION 10.06.  ERISA...................................................................................71







                                                        iii



         PURCHASE CONTRACT AGREEMENT, dated as of __________, 2001, between
CINERGY CORP., a Delaware corporation (the "COMPANY"), and [
              ], an __________ banking corporation, acting as purchase contract
agent for the Holders of Securities (as defined herein) from time to time (the
"PURCHASE CONTRACT AGENT").

                                    RECITALS

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

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



                                    ARTICLE 1
            DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATIONS

         SECTION 1.01.  DEFINITIONS.

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

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

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

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

         (d)   the following terms have the meanings given to them in the
Declaration: (i) Applicable Ownership Interest; (ii) Applicable Principal
Amount; (iii) Guarantee; (iv) Primary Treasury Dealer; (v) Pro Rata, (vi)
Quotation Agent; (vii) Redemption Amount; (viii) Redemption Price; (ix)
Remarketing,




(x) Reset Rate, (xi) Tax Event Redemption, (xii) Tax Event Redemption Date;
(xiii) Two-Year Benchmark Treasury Rate; and (xiv) Treasury Portfolio; and

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

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

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

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

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

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

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

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

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

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

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


                                       2



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

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

         "CERTIFICATE" means a Stock Purchase Units Certificate or a Treasury
Stock Purchase 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
depositary for the Securities and in whose name, or in the name of a nominee of
that organization, shall be registered a Global Certificate and which shall
undertake to effect book-entry transfers and pledges of the Securities.

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

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

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

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

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

         "COLLATERAL SUBSTITUTION" has the meaning set forth in Section 3.13.

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

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

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

         "CORPORATE TRUST OFFICE" means the principal corporate trust office of
the Purchase Contract


                                       3



Agent at which, at any particular time, its corporate trust business shall be
administered, which office at the date hereof is located at [              ],
Attention: Corporate Trust Department.

         "COUPON RATE" means the percentage rate per annum at which each
[Subordinated] Note will bear interest initially and, on and after
_______________, the Reset Rate.

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

         "DECLARATION" means the Amended and Restated Declaration of Trust of CC
Funding Trust I, dated as of ___________, 2001, among the Company as sponsor,
the trustees named therein and the holders from time to time of individual
beneficial interests in the assets of the Trust.

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

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

         "DTC" means The Depository Trust Company.

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

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

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

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

         "EARLY SETTLEMENT WEEK" has the meaning set forth in Section
5.04(b)(2).

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

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

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

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


                                       4



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

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

         "GUARANTEE means the Guarantee Agreement dated as of ___________, 2001
between the Company, as guarantor, and the Trust.

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

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

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

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

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

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

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

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


                                       5


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

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

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

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

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

               (i)  If a Termination Event has occurred, (i) Treasury Stock
         Purchase Units and (ii) Stock Purchase Units for which the underlying
         [Subordinated] Notes have been theretofore deposited with the Purchase
         Contract Agent in trust for the Holders of such Stock Purchase Units;

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

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

PROVIDED, HOWEVER, that in determining whether the Holders of the requisite
number of the Securities have given any request, demand, authorization,
direction, notice, consent or waiver hereunder, Securities owned by the Company
or any Affiliate of the Company shall be disregarded and deemed not to be
Outstanding Securities, except that, in determining whether the Purchase
Contract Agent shall be protected in relying upon any such request, demand,
authorization, direction, notice, consent or waiver, only Securities that a
Responsible Officer of the Purchase Contract Agent actually knows to be


                                       6



so owned shall be so disregarded. Securities so owned that have been pledged in
good faith may be regarded as Outstanding Securities if the pledgee establishes
to the satisfaction of the Purchase Contract Agent the pledgee's right so to
act with respect to such Securities and that the pledgee is not the Company or
any Affiliate of the Company.

         "PAYMENT DATE" means each ____________, ___________, ___________ and
___________, commencing ___________, 2002.

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

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

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

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

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

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

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

         "PREDECESSOR CERTIFICATE" means a Predecessor Stock Purchase Units
Certificate or a Predecessor Treasury Stock Purchase Units Certificate.

         "PREDECESSOR STOCK PURCHASE UNITS CERTIFICATE" of any particular Stock
Purchase Units Certificate means every previous Stock Purchase Units Certificate
evidencing all or a portion of the rights and obligations of the Company and the
Holder under the Stock Purchase Units evidenced thereby; and, for the purposes
of this definition, any Stock Purchase Units Certificate authenticated and


                                       7



delivered under Section 3.10 in exchange for or in lieu of a mutilated,
destroyed, lost or stolen Stock Purchase 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 Stock Purchase Units Certificate.

         "PREDECESSOR TREASURY STOCK PURCHASE UNITS CERTIFICATE" of any
particular Treasury Stock Purchase Units Certificate means every previous
Treasury Stock Purchase Units Certificate evidencing all or a portion of the
rights and obligations of the Company and the Holder under the Treasury Stock
Purchase Units evidenced thereby; and, for the purposes of this definition, any
Treasury Stock Purchase Units Certificate authenticated and delivered under
Section 3.10 in exchange for or in lieu of a mutilated, destroyed, lost or
stolen Treasury Stock Purchase 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 Treasury Stock Purchase Units Certificate.

         "PREFERRED SECURITIES" means the Preferred Securities of the Trust,
each having a stated liquidation amount of $25, representing preferred undivided
beneficial interests in the assets of the Trust.

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

         "PROPERTY TRUSTEE" means [                 ], as initial property
trustee under the Declaration, or any successors thereto that is a financial
institution unaffiliated with the Company.

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

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

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

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


                                       8



Amount per Purchase Contract.

         "PURCHASE CONTRACT SETTLEMENT DATE" means _____________.

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

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

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

         "RECORD DATE" for any distribution and Purchase Contract Payment
payable on any Payment Date means, as to any Global Certificate, the Business
Day next preceding such Payment Date, and as to any other Certificate, the
fifteenth Business Day prior to such Payment Date.

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

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

         "REGISTRATION STATEMENT" means a registration statement under the
Securities Act prepared by the Company covering, inter alia, the delivery by the
Company of the shares of Common Stock in connection with an Early Settlement
under Section 5.07 or an early settlement of Purchase Contracts during the Early
Settlement Week under Section 5.04(b)(2), including all exhibits thereto and the
documents incorporated by reference in the prospectus contained in such
registration statement, and any post-effective amendments thereto.

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

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

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

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

         "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 [                ], as Securities
Intermediary under the Pledge Agreement until a successor Securities
Intermediary shall have become


                                       9



such pursuant to the applicable provisions of the Pledge Agreement, and
thereafter "Securities Intermediary" shall mean such successor.

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

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

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

         "STATED AMOUNT" means $[   ].

         "STOCK PURCHASE UNIT" means the collective rights and obligations of a
Holder of a Stock Purchase Units Certificate in respect of a Preferred Security,
the [Subordinated] Notes or an appropriate Applicable Ownership Interest of the
Treasury Portfolio, as the case may be, subject in each case to the Pledge
thereof, and the related Purchase Contract; PROVIDED that the appropriate
Applicable Ownership Interest (as specified in clause (B) of the definition of
such term) of the Treasury Portfolio shall not be subject to the Pledge.

         "STOCK PURCHASE UNITS CERTIFICATE" means a certificate evidencing the
rights and obligations of a Holder in respect of the number of Stock Purchase
Units specified on such certificate.

         "[SUBORDINATED] NOTES" means the series of [Subordinated] Notes issued
by the Company under the Indenture and held by the Property Trustee.

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

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

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

              (ii)  a judgment, decree or court order for the appointment of a
         receiver or liquidator or trustee or assignee in bankruptcy or
         insolvency of the Company or of its property, or for the termination or
         liquidation of its affairs, shall have been entered, and, unless such
         judgment,


                                      10



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

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

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

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

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

         "TREASURY STOCK PURCHASE UNIT" means, following the substitution of
Treasury Securities for Preferred Securities or [Subordinated] Notes as
collateral to secure a Holder's obligations under the Purchase Contract, the
collective rights and obligations of a Holder of a Treasury Stock Purchase Units
Certificate in respect of such Treasury Securities, subject to the Pledge
thereof, and the related Purchase Contract.

         "TREASURY STOCK PURCHASE UNITS CERTIFICATE" means a certificate
evidencing the rights and obligations of a Holder in respect of the number of
Treasury Stock Purchase Units specified on such certificate.

         "TREASURY SECURITIES" means zero-coupon U.S. Treasury Securities
(CUSIP No. ______________) which mature on _________________.

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

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

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


                                      11



         SECTION 1.02.  COMPLIANCE CERTIFICATES AND OPINIONS.

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

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

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

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

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

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

         SECTION 1.03.  FORM OF DOCUMENTS DELIVERED TO PURCHASE CONTRACT AGENT.

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


                                      12



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 1.04.  ACTS OF HOLDERS; RECORD DATES.

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

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

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

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

         (e)   The Company may set any date as a record date for the purpose of
determining the Holders of Outstanding Securities entitled to give, make or take
any request, demand, authorization, direction, notice, consent, waiver or other
action provided or permitted by this Agreement to be given, made or taken by
Holders of Securities. If any record date is set pursuant to this paragraph, the
Holders of the Outstanding Stock Purchase Units and the Outstanding Treasury
Stock Purchase Units, as the case may


                                      13



be, on such record date, and no other Holders, shall be entitled to take the
relevant action with respect to the Stock Purchase Units or the Treasury Stock
Purchase Units, as the case may be, whether or not such Holders remain Holders
after such record date; PROVIDED that no such action shall be effective
hereunder unless taken prior to or on the applicable Expiration Date by Holders
of the requisite number of Outstanding Securities on such record date. Nothing
contained in this paragraph shall be construed to prevent the Company from
setting a new record date for any action for which a record date has previously
been set pursuant to this paragraph (whereupon the record date previously set
shall automatically and with no action by any Person be cancelled and be of no
effect), and nothing contained in this paragraph shall be construed to render
ineffective any action taken by Holders of the requisite number of Outstanding
Securities on the date such action is taken. Promptly after any record date is
set pursuant to this paragraph, the Company, at its own expense, shall cause
notice of such record date, the proposed action by Holders and the applicable
Expiration Date to be given to the Purchase Contract Agent in writing and to
each Holder of Securities in the manner set forth in Section 1.06.

         With respect to any record date set pursuant to this Section, the
Company may designate any date as the "EXPIRATION DATE" and from time to time
may change the Expiration Date to any earlier or later day; PROVIDED that no
such change shall be effective unless notice of the proposed new Expiration Date
is given to the Purchase Contract Agent in writing, and to each Holder of
Securities in the manner set forth in Section 1.06, prior to or on the existing
Expiration Date. If an Expiration Date is not designated with respect to any
record date set pursuant to this Section, the Company shall be deemed to have
initially designated the 180th day after such record date as the Expiration Date
with respect thereto, subject to its right to change the Expiration Date as
provided in this paragraph. Notwithstanding the foregoing, no Expiration Date
shall be later than the 180th day after the applicable record date.

         SECTION 1.05.  NOTICES.

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

         If to the Purchase Contract Agent:

                  [                         ]
                  [                         ]
                  [                         ]
                  Telecopier No.:
                  Attention:




                                      14




         If to the Company:
                  Cinergy Corp.
                  139 East Fourth Street
                  Cincinnati, OH 45202
                  Telecopier No.:
                  Attention:

         with a copy to:

                  [                         ]
                  [                         ]

         If to the Collateral Agent:
                  [                         ]
                  [                         ]
                  [                         ]
                  [                         ]
                  [                         ]
                  Telecopier No.:
                  Attention:

         If to the Property Trustee:
                  [                         ]
                  [                         ]
                  [                         ]
                  Telecopier No.:
                  Attention:

         If to the Indenture Trustee:
                  [                         ]
                  [                         ]
                  [                         ]
                  [                         ]
                  [                         ]
                  Telecopier No.:
                  Attention:

         SECTION 1.06.  NOTICE TO HOLDERS; WAIVER.

         Where this Agreement provides for notice to Holders of any event, such
notice shall be sufficiently given (unless otherwise herein expressly provided)
if in writing and mailed, first-class postage


                                      15



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

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

         SECTION 1.07.  EFFECT OF HEADINGS AND TABLE OF CONTENTS.

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

         SECTION 1.08.  SUCCESSORS AND ASSIGNS.

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

         SECTION 1.09.  SEPARABILITY CLAUSE.

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

         SECTION 1.10.  BENEFITS OF AGREEMENT.

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

         SECTION 1.11.  GOVERNING LAW.


                                      16



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

         SECTION 1.12.  LEGAL HOLIDAYS.

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

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

         SECTION 1.13.  COUNTERPARTS.

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

         SECTION 1.14.  INSPECTION OF AGREEMENT.

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

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

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





                                      17



                                    ARTICLE 2
                                CERTIFICATE FORMS


         SECTION 2.01. FORMS OF CERTIFICATES GENERALLY.

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

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

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

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

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


                                      18



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

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

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



                                    ARTICLE 3
                                 THE SECURITIES

         SECTION 3.01. AMOUNT; FORM AND DENOMINATIONS.

         The aggregate number of Securities evidenced by Certificates
authenticated, executed on behalf of the Holders and delivered hereunder is
limited to ______________ [(_____________ if the over-allotment option granted
in the Underwriting Agreement is exercised in full)], except for Certificates
authenticated, executed and delivered upon registration of transfer of, in
exchange for, or in lieu of, other Certificates pursuant to Sections 3.04, 3.05,
3.10, 3.13, 3.14, 5.07 or 8.05.

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

         SECTION 3.02. RIGHTS AND OBLIGATIONS EVIDENCED BY THE CERTIFICATES.

         Each Stock Purchase Units Certificate shall evidence the number of
Stock Purchase Units specified therein, with each such Stock Purchase Unit
representing (1) the ownership by the Holder thereof of a beneficial interest in
a Preferred Security, a [Subordinated] Note or the Applicable Ownership Interest
of the Treasury Portfolio, as the case may be, subject to the Pledge of such
Preferred Security, such [Subordinated] Note or the Applicable Ownership
Interest (as specified in clause (A) of the definition of such term) of the
Treasury Portfolio, as the case may be, by such Holder pursuant to the Pledge
Agreement, and (2) the rights and obligations of the Holder thereof and the
Company under one Purchase Contract. The Purchase Contract Agent, as
attorney-in-fact for, and on behalf of, the Holder of each Stock Purchase Unit
shall pledge, pursuant to the Pledge Agreement, the Preferred Security, the
[Subordinated] Note or the Applicable Ownership Interest (as specified in clause
(A) of the definition of such term) of the Treasury Portfolio, as the case may
be, forming a part of such Stock Purchase 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 Preferred Security, such [Subordinated]


                                      19



Note or the Applicable Ownership Interest (as specified in clause (A) of the
definition of such term) of the Treasury Portfolio, as the case may be, for
the benefit of the Company, to secure the obligation of the Holder under each
Purchase Contract to purchase shares of Common Stock.

         Upon the formation of a Treasury Stock Purchase Unit pursuant to
Section 3.13, each Treasury Stock Purchase Units Certificate shall evidence the
number of Treasury Stock Purchase Units specified therein, with each such
Treasury Stock Purchase Unit representing (1) the ownership by the Holder
thereof of a 1/40 undivided beneficial interest in a Treasury Security with a
principal amount equal to $1,000, subject to the Pledge of such Treasury
Security by such Holder pursuant to the Pledge Agreement, and (2) the rights and
obligations of the Holder thereof and the Company under one Purchase Contract.

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

         SECTION 3.03. EXECUTION, AUTHENTICATION, DELIVERY AND DATING.

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

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

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

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


                                      20



into the Purchase Contracts evidenced by such Certificate.

         Each Certificate shall be dated the date of its authentication.

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

         SECTION 3.04. TEMPORARY CERTIFICATES.

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

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

         SECTION 3.05. REGISTRATION; REGISTRATION OF TRANSFER AND EXCHANGE.

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


                                      21



and Treasury Stock Purchase Units.

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

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

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

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

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

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


                                      22



registration or transfer instructions from such Holder, the Purchase Contract
Agent shall:

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

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

         SECTION 3.06. BOOK-ENTRY INTERESTS.

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

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

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

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

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


                                      23



         SECTION 3.07. NOTICES TO HOLDERS.

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

         SECTION 3.08. APPOINTMENT OF SUCCESSOR DEPOSITARY.

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

         SECTION 3.09. DEFINITIVE CERTIFICATES.

         If:

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

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

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

         SECTION 3.10. MUTILATED, DESTROYED, LOST AND STOLEN CERTIFICATES.

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


                                      24



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

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

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

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

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

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


                                      25



proportionately with any and all other Certificates delivered hereunder.

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

         SECTION 3.11. PERSONS DEEMED OWNERS.

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

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

         SECTION 3.12. CANCELLATION.

         All Certificates surrendered for delivery of shares of Common Stock on
or after the Purchase Contract Settlement Date, upon the transfer of Preferred
Securities, [Subordinated] Notes, the appropriate Applicable Ownership Interest
(as specified in clause (A) of the definition of that term) of the Treasury
Portfolio or Treasury Securities, as the case may be, after the occurrence of a
Termination Event or pursuant to an Early Settlement, or upon the registration
of transfer or exchange of a Security, or a Collateral Substitution or the
reestablishment of Stock Purchase Units shall, if surrendered to any Person
other than the Purchase Contract Agent, be delivered to the Purchase Contract
Agent and, if not already cancelled, shall be promptly cancelled by it. The
Company may at any time deliver to the Purchase Contract Agent for cancellation
any Certificates previously authenticated, executed and delivered hereunder
which the Company may have acquired in any manner whatsoever, and all
Certificates so delivered shall, upon Issuer Order, be promptly cancelled by the
Purchase Contract


                                      26



Agent. No Certificates shall be authenticated, executed on behalf of the
Holder and delivered in lieu of or in exchange for any Certificates cancelled
as provided in this Section, except as expressly permitted by this Agreement.
All cancelled Certificates held by the Purchase Contract Agent shall be
disposed of in accordance with its customary practices.

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

         SECTION 3.13. CREATION OF TREASURY STOCK PURCHASE UNITS BY
SUBSTITUTION OF TREASURY SECURITIES.

         Subject to the conditions set forth in this Agreement, a Holder may
separate the Preferred Securities or the [Subordinated] Notes, as applicable,
from the related Purchase Contracts in respect of such Holder's Stock Purchase
Units by substituting for such Preferred Securities or [Subordinated] Notes, as
applicable, Treasury Securities in an aggregate principal amount equal to the
aggregate liquidation amount of such Preferred Securities or the aggregate
principal amount of such [Subordinated] Notes, as applicable (a "COLLATERAL
SUBSTITUTION"), at any time from and after the date of this Agreement and prior
to or on the seventh Business Day immediately preceding the Purchase Contract
Settlement Date. To effect such substitution, the Holder must:

          (1)   deposit with the Securities Intermediary Treasury Securities
                having an aggregate principal amount equal to the aggregate
                liquidation amount of the Preferred Securities or the aggregate
                principal amount of the [Subordinated] Notes comprising part of
                such Stock Purchase Units, as the case may be; and

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

         Upon receipt of the Treasury Securities described in clause (1) above
and the instruction described in clause (2) above, in accordance with the terms
of the Pledge Agreement, the Collateral Agent will cause the Securities
Intermediary to effect the release of such Preferred Securities or the
[Subordinated] Notes, as the case may be, from the Pledge, free and clear of the
Company's security interest therein, and the transfer of such Preferred
Securities or the [Subordinated] Notes, as the case


                                      27



may be, to the Purchase Contract Agent on behalf of the Holder. Upon receipt
thereof, the Purchase Contract Agent shall promptly:

               (i)  cancel the related Stock Purchase Units;

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

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

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

         Holders may make Collateral Substitutions only in integral multiples of
40 Stock Purchase Units. If a Tax Event Redemption has occurred, Holders may no
longer convert their Stock Purchase Units into Treasury Stock Purchase Units.

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

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


                                      28



         SECTION 3.14. REESTABLISHMENT OF STOCK PURCHASE UNITS.

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

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

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

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

              (i)   cancel the related Treasury Stock Purchase Units;

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

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

         Holders who elect to reestablish Stock Purchase Units shall be
responsible for any fees or expenses payable to the Collateral Agent for its
services as Collateral Agent in respect of the


                                      29



reestablishment, and the Company shall not be responsible for any such fees or
expenses.

         Holders of Treasury Stock Purchase Units may only reestablish Stock
Purchase Units in integral multiples of 40 Treasury Stock Purchase Units. If a
Tax Event Redemption has occurred, Holders may no longer convert their Treasury
Stock Purchase Units into Stock Purchase Units.

         Except as provided in this Section 3.14 or in connection with a Cash
Settlement, for so long as the Purchase Contract underlying a Treasury Stock
Purchase Unit remains in effect, such Treasury Stock Purchase Unit shall not be
separable into its constituent parts and the rights and obligations of the
Holder of such Treasury Stock Purchase Unit in respect of the 1/40 of a
Treasury Security and the Purchase Contract comprising such Treasury Stock
Purchase Unit may be acquired, and may be transferred and exchanged, only as a
Treasury Stock Purchase Unit.

         SECTION 3.15. TRANSFER OF COLLATERAL UPON OCCURRENCE OF TERMINATION
EVENT.

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

         Upon book-entry transfer of the Stock Purchase Units or the Treasury
Stock Purchase Units or delivery of a Stock Purchase Units Certificate or
Treasury Stock Purchase Units Certificate to the Purchase Contract Agent with
such transfer instructions, the Purchase Contract Agent shall transfer the
Preferred Securities, [Subordinated] Notes, the appropriate Applicable Ownership
Interest of the Treasury Portfolio or Treasury Securities, as the case may be,
underlying such Stock Purchase Units or Treasury Stock Purchase Units, as the
case may be, to such Holder by book-entry transfer, or other appropriate
procedures, in accordance with such instructions. In the event a Holder of Stock
Purchase Units or Treasury Stock Purchase Units fails to effect such transfer or
delivery, the Preferred Securities, [Subordinated] Notes, the appropriate
Applicable Ownership Interest of the Treasury Portfolio or Treasury Securities,
as the case may be, underlying such Stock Purchase Units or Treasury Stock
Purchase Units, as the case may be, and any distributions thereon, shall be held
in the name of the Purchase Contract Agent or its nominee in trust for the
benefit of such Holder, until the earlier to occur of:

              (i) the transfer of such Stock Purchase Units or Treasury Stock
         Purchase Units or surrender of the Stock Purchase Units Certificate or
         Treasury Stock Purchase Units Certificate


                                      30



         or receipt by the Company and the Purchase Contract Agent from such
         Holder of satisfactory evidence that such Stock Purchase Units
         Certificate or Treasury Stock Purchase Units Certificate has been
         destroyed, lost or stolen, together with any indemnity that may be
         required by the Purchase Contract Agent and the Company; and

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

         SECTION 3.16. NO CONSENT TO ASSUMPTION.

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



                                    ARTICLE 4
     THE PREFERRED SECURITIES, [SUBORDINATED] NOTES AND APPLICABLE OWNERSHIP
                       INTEREST OF THE TREASURY PORTFOLIO

         SECTION 4.01. INTEREST PAYMENTS; RIGHTS TO INTEREST PAYMENTS PRESERVED.

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

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


                                      31



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

         Not later than 15 calendar days nor more than 30 calendar days prior to
the Remarketing Date, the Company shall request the Depositary to notify the
Beneficial Owners or Depositary Participants holding Securities of the
procedures to be followed by Holders of Securities who intend to effect a Cash
Settlement.

         SECTION 4.02. NOTICE AND VOTING.

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

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


                                      32



              (ii)  stating that each Holder on the record date set by the
         Purchase Contract Agent therefor (which, to the extent possible, shall
         be the same date as the record date for determining the holders of
         Preferred Securities or [Subordinated] Notes, as the case may be,
         entitled to vote) shall be entitled to instruct the Purchase Contract
         Agent as to the exercise of the voting rights pertaining to such
         Preferred Securities or [Subordinated] Notes underlying their Stock
         Purchase Units; and

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

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

         SECTION 4.03. DISTRIBUTION OF [SUBORDINATED] NOTES; TAX EVENT
REDEMPTION.

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

         Notwithstanding the foregoing, in the event of a dissolution and
liquidation of the Trust, if a Liquidation Distribution is to be distributed in
lieu of the [Subordinated] Notes as provided for in the Declaration, an amount
equal to the Liquidation Distribution shall be deposited in the Collateral
Account in exchange for the Pledged Preferred Securities. Thereafter, pursuant
to the terms of the Pledge Agreement, the Collateral Agent shall cause the
Securities Intermediary to apply an amount equal to the Redemption Amount of
such Liquidation Distribution to purchase on behalf of the Holders of Stock
Purchase Units the Treasury Portfolio and promptly remit the remaining portion
of such Liquidation Distribution to the Purchase Contract Agent for payment to
the Holders of such Stock Purchase Units. The Applicable Ownership Interest (as
specified in clause (A) of the definition of such


                                      33



term) of the Treasury Portfolio will be substituted as Collateral for the
Pledged Preferred Securities and will be held by the Collateral Agent in
accordance with the terms of the Pledge Agreement to secure the obligation of
each Holder of a Stock Purchase Unit to purchase the Common Stock of the
Company under the Purchase Contract constituting a part of such Stock Purchase
Unit.

         Following the dissolution and liquidation of the Trust, the Holders and
the Collateral Agent shall have such security interests, rights and obligations
with respect to the [Subordinated] Notes or the Applicable Ownership Interest
(as specified in clause (A) of the definition of such term) of the Treasury
Portfolio, as the case may be, as the Holders and the Collateral Agent had in
respect of the Preferred Securities subject to the Pledge thereof as provided in
the Pledge Agreement. The Company may cause to be made in any Stock Purchase
Unit Certificates thereafter to be issued such change in phraseology and form
(but not in substance) as may be appropriate to reflect the dissolution and
liquidation of the Trust and the substitution of [Subordinated] Notes or the
Applicable Ownership Interest (as specified in clause (A) of the definition of
such term) of the Treasury Portfolio, as the case may be, for Preferred
Securities as Collateral.

         Upon the occurrence of a Tax Event Redemption prior to the Purchase
Contract Settlement Date, an amount equal to the Redemption Amount, plus any
accumulated and unpaid distributions or accrued and unpaid interest, as the case
may be, payable on the Tax Event Redemption Date with respect to the Applicable
Principal Amount shall be deposited in the Collateral Account in exchange for
the Pledged Preferred Securities or the Pledged [Subordinated] Notes, as the
case may be. Thereafter, pursuant to the terms of the Pledge Agreement, the
Collateral Agent shall cause the Securities Intermediary to apply an amount
equal to the Redemption Amount of such funds to purchase on behalf of the
Holders of Stock Purchase Units the Treasury Portfolio and promptly remit the
remaining portion of such funds to the Purchase Contract Agent for payment to
the Holders of such Stock Purchase Units. The Applicable Ownership Interest (as
specified in clause (A) of the definition of such term) of the Treasury
Portfolio will be substituted as Collateral for the Pledged Preferred Securities
or the Pledged [Subordinated] Notes, as the case may be, and will be held by the
Collateral Agent in accordance with the terms of the Pledge Agreement to secure
the obligation of each Holder of a Stock Purchase Unit to purchase the Common
Stock of the Company under the Purchase Contract constituting a part of such
Stock Purchase Unit. Following the occurrence of a Tax Event Redemption prior to
the Purchase Contract Settlement Date, the Holders of Stock Purchase Units and
the Collateral Agent shall have such security interest rights and obligations
with respect to the Applicable Ownership Interest (as specified in clause (A) of
the definition of such term) of the Treasury Portfolio as the Holders of Stock
Purchase Units and the Collateral Agent had in respect of the Preferred
Securities or [Subordinated] Notes, as the case may be, subject to the Pledge
thereof as provided in the Pledge Agreement, and any reference herein to the
Preferred Securities or the [Subordinated] Notes shall be deemed to be reference
to such Treasury Portfolio. The Company may cause to be made in any Stock
Purchase Unit Certificates thereafter to be issued such change in phraseology
and form (but not in substance) as may be appropriate to reflect the liquidation
of the Trust and the substitution of the Applicable Ownership Interest (as
specified in clause (A) of the definition of such term) of the Treasury


                                      34



Portfolio for Preferred Securities or [Subordinated] Notes as Collateral.



                                    ARTICLE 5
                             THE PURCHASE CONTRACTS

         SECTION 5.01. PURCHASE OF SHARES OF COMMON STOCK.

         Each Purchase Contract shall obligate the Holder of the related
Security to purchase, and the Company to sell, on the Purchase Contract
Settlement Date at a price equal to the Stated Amount (the "PURCHASE PRICE"), a
number of shares of Common Stock (subject to Section 5.09) equal to the
Settlement Rate unless an Early Settlement has occurred in accordance with
Section 5.07 hereof or, prior to or on the Purchase Contract Settlement Date,
there shall have occurred a Termination Event with respect to the Security of
which such 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 $______ (the "THRESHOLD APPRECIATION PRICE"), _______
         share of Common Stock per Purchase Contract;

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

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

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

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

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

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


                                      35



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

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

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

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

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

         Each Holder of a Stock Purchase Unit or a Treasury Stock Purchase Unit,
by its acceptance thereof:

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

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

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

              (iv)  consents to the provisions hereof;

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

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


                                      36



         term) of the Treasury Portfolio or the Treasury Securities pursuant
         to the Pledge Agreement,

PROVIDED that upon a Termination Event, the rights of the Holder of such
Security under the Purchase Contract may be enforced without regard to any other
rights or obligations. Each Holder of a Stock Purchase Unit or a Treasury Stock
Purchase Unit, by its acceptance thereof, further covenants and agrees, that to
the extent and in the manner provided in Section 5.02 and the Pledge Agreement,
but subject to the terms thereof, payments in respect of the Preferred
Securities or the [Subordinated] Notes or the proceeds from the Treasury
Securities or the Applicable Ownership Interest (as specified in clause (A) of
the definition of such term) of the Treasury Portfolio at maturity on the
Purchase Contract Settlement Date, as the case may be, shall be paid by the
Collateral Agent to the Company in satisfaction of such Holder's obligations
under such Purchase Contract and such Holder shall acquire no right, title or
interest in such payments.

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

         SECTION 5.02. PAYMENT OF PURCHASE PRICE.

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

              (ii)  A Holder of a Stock Purchase Unit who has so notified the
         Purchase Contract Agent of his intention to effect a Cash Settlement in
         accordance with paragraph 5.02(a)(i) above shall pay the Purchase Price
         to the Securities Intermediary for deposit in the Collateral Account
         prior to 11:00 a.m. (New York City time) on the fifth Business Day
         immediately preceding the Purchase Contract Settlement Date, in lawful
         money of the United States by certified or cashiers' check or wire
         transfer, in each case in immediately available funds payable


                                      37



         to or upon the order of the Securities Intermediary. Any cash received
         by the Collateral Agent shall be invested promptly by the Securities
         Intermediary in Permitted Investments and paid to the Company on the
         Purchase Contract Settlement Date in settlement of the Purchase
         Contracts in accordance with the terms of this Agreement and the Pledge
         Agreement. Any funds received by the Securities Intermediary in respect
         of the investment earnings from such Permitted Investments in excess of
         the Purchase Price for the shares of Common Stock to be purchased by
         such Holder shall be distributed to the Purchase Contract Agent when
         received for payment to the Holder.

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

              (iv)  Promptly after 11:00 a.m. (New York City time) on the fifth
         Business Day preceding the Purchase Contract Settlement Date, the
         Purchase Contract Agent, based on notices received by the Purchase
         Contract Agent pursuant to Section 5.02(a) hereof and notice from the
         Securities Intermediary regarding cash received by it prior to such
         time, shall notify the Collateral Agent and the Property Trustee or the
         Indenture Trustee, as applicable of the aggregate number of Preferred
         Securities or [Subordinated] Notes to be tendered for purchase in the
         Remarketing in a notice substantially in the form of Exhibit F hereto.

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

         Upon receipt of such notice from the Purchase Contract Agent and such
Preferred Securities or [Subordinated] Notes, the Remarketing Agent shall, on
the third Business Day immediately preceding


                                      38




the Purchase Contract Settlement Date, use reasonable efforts to remarket such
Preferred Securities or [Subordinated] Notes on such date at a price equal to
[     ]% of the Stated Amount ($[     ]) per Preferred Security or
[Subordinated] Note, as provided in the Remarketing Agreement. The proceeds
from the Remarketing shall be invested by the Collateral Agent in Permitted
Investments, in accordance with the Pledge Agreement, and then applied to
satisfy in full such Stock Purchase Units Holders' obligations to pay the
Purchase Price for the shares of Common Stock under the related Purchase
Contracts on the Purchase Contract Settlement Date. In addition, [$     ] per
Preferred Security or [Subordinated] Note of the proceeds shall automatically
be remitted to the Remarketing Agent for services rendered in connection with
the Remarketing (the "REMARKETING FEE").

         If, in spite of using its reasonable efforts, the Remarketing Agent
cannot remarket the related Preferred Securities or [Subordinated] Notes of
such Holders of Stock Purchase Units at a price equal to [     ]% of the Stated
Amount ($[     ]), then the Remarketing Agent shall increase the distribution
rate on the Preferred Securities or the interest rate on the [Subordinated]
Notes, as the case may be, so that the market value of such Preferred
Securities will equal ($[     ]). If the Remarketing Agent determines that it
will be able to remarket the related Preferred Securities or [Subordinated]
Notes of such Holders of Stock Purchase Units at a price in excess of [     ]%
of the Stated Amount ($[     ]), then the Remarketing Agent shall decrease the
distribution rate on the Preferred Securities or the interest rate on the
[Subordinated] Notes, as the case may be, so that the market value of such
Preferred Securities or [Subordinated] Notes will be equal to [$     ]. If the
Remarketing Agent cannot Remarket the Preferred Securities or the [Subordinated]
Notes, as the case may be, after such increase or decrease, the Remarketing
shall be deemed to have failed (a "FAILED REMARKETING"), an event of default
shall be deemed to have occurred under this Agreement and the Pledge Agreement
and in accordance with the terms of the Pledge Agreement, the Collateral Agent,
for the benefit of the Company, shall exercise its rights as a secured party
with respect to such Preferred Securities or [Subordinated] Notes, including
those actions specified in paragraph 5.02(c) below; PROVIDED, that if upon a
Failed Remarketing the Collateral Agent exercises such rights for the benefit
of the Company with respect to such Preferred Securities or [Subordinated]
Notes, any accrued and unpaid distributions on such Preferred Securities or
[Subordinated] Notes and any accrued and unpaid Purchase Contract Payments
(including any deferred Purchase Contract Payments) shall become payable by the
Company to the Purchase Contract Agent for payment to the Beneficial Owner of
the Stock Purchase Units to which such Preferred Securities or [Subordinated]
Notes relate. The Company shall cause a notice of such Failed Remarketing to be
published on the second Business Day immediately preceding the Purchase
Contract Settlement Date in a daily newspaper in the English language of
general circulation in the City of New York, which is expected to be The Wall
Street Journal, and on Bloomberg News.

         (c)   With respect to any Preferred Securities or [Subordinated] Notes
which are subject to a Failed Remarketing, the Collateral Agent for the benefit
of the Company reserves all of its rights as a secured party with respect
thereto and, subject to applicable law and paragraph 5.02(g) below, shall, in
full satisfaction of the Holders' obligations under the Purchase Contracts among
other things, (i) retain


                                      39



the Preferred Securities or [Subordinated] Notes, (ii) sell the Preferred
Securities or [Subordinated] Notes in one or more public or private sales or
(iii) take, or choose not to take, any other action with respect to the
Preferred Securities or the [Subordinated] Notes, which in every case specified
in (i), (ii) and (iii) shall constitute payment in full for the aggregate
Purchase Price for the shares of Common Stock to be purchased under the
Purchase Contracts.

         (d)  (i)  Unless a Holder of a Treasury Stock Purchase Unit or Stock
Purchase Unit (if a Tax Event Redemption has occurred) effects an Early
Settlement of the underlying Purchase Contract through the early delivery of
cash to the Purchase Contract Agent in the manner described in Section 5.07,
each Holder of a Treasury Stock Purchase Unit or Stock Purchase Unit (if a Tax
Event Redemption has occurred) who intends to pay in cash shall notify the
Purchase Contract Agent by use of a notice in substantially the form of Exhibit
E hereto of his intention to pay in cash the Purchase Price for the shares of
Common Stock to be purchased pursuant to the related Purchase Contract. Such
notice shall be given prior to 5:00 p.m. (New York City time) on the second
Business Day immediately preceding the Purchase Contract Settlement Date. Prior
to 11:00 a.m. (New York City time) on the next succeeding Business Day, the
Purchase Contract Agent shall notify the Collateral Agent of the receipt of
such notices from such Holders intending to make a Cash Settlement. Treasury
Stock Purchase Unit holders may make Cash Settlements only in integral
multiples of 40 Treasury Stock Purchase Units.

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

             (iii)  If a Holder of a Treasury Stock Purchase Unit or Holder of a
         Stock Purchase Unit (if a Tax Event Redemption has occurred) fails to
         notify the Purchase Contract Agent of his intention to make a Cash
         Settlement in accordance with paragraph 5.02(d)(i) above, or does
         notify the Purchase Contract Agent as provided in paragraph 5.02(d)(i)
         above of his intention to pay the Purchase Price in cash, but fails to
         make such payment as required by


                                      40



         paragraph 5.02(d)(ii) above, then upon the maturity of the Pledged
         Treasury Securities or the appropriate Applicable Ownership Interest
         (as specified in clause (A) of the definition of such term) of the
         Treasury Portfolio held by the Securities Intermediary on the Business
         Day immediately preceding the Purchase Contract Settlement Date, the
         principal amount of the Treasury Securities or the appropriate
         Applicable Ownership Interest (as specified in clause (A) of the
         definition of such term) of the Treasury Portfolio received by the
         Securities Intermediary shall be invested promptly in Permitted
         Investments. On the Purchase Contract Settlement Date, an amount equal
         to the Purchase Price shall be remitted to the Company as payment
         thereof without receiving any instructions from the Holder. In the
         event the sum of the proceeds from the related Pledged Treasury
         Securities or the appropriate Applicable Ownership Interest (as
         specified in clause (A) of the definition of such term) of the
         Treasury Portfolio and the investment earnings earned from such
         investments is in excess of the aggregate Purchase Price of the
         Purchase Contracts being settled thereby, the Collateral Agent shall
         cause the Securities Intermediary to distribute such excess to the
         Purchase Contract Agent for the benefit of the Holder of the related
         Treasury Stock Purchase Unit or Stock Purchase Unit when received.

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

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

         (f)   Upon Cash Settlement of any Purchase Contract:

               (i)  the Collateral Agent will in accordance with the terms of
         the Pledge Agreement cause the Pledged Preferred Securities, Pledged
         [Subordinated] Notes, the appropriate Applicable Ownership Interest (as
         specified in clause (A) of the definition of such term) of the Treasury
         Portfolio or the Pledged Treasury Securities, as the case may be,
         underlying the relevant Security to be released from the Pledge, free
         and clear of any security interest of the


                                      41



         Company, and transferred to the Purchase Contract Agent for delivery
         to the Holder thereof or its designee as soon as practicable; and

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

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

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

         SECTION 5.03.  ISSUANCE OF SHARES OF COMMON STOCK.

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

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


                                      42



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

         SECTION 5.04.  ADJUSTMENT OF SETTLEMENT RATE.

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

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

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

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

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

         (2)   In case the Company shall issue rights, warrants or options to
all holders of its Common Stock (not being available on an equivalent basis to
Holders of the Securities upon settlement of the Purchase Contracts underlying
such Securities) entitling them, for a period expiring within 45 days after


                                      43



the record date for the determination of shareholders entitled to receive such
rights, warrants or options, to subscribe for or purchase shares of Common
Stock at a price per share less than the Current Market Price per share of
Common Stock on the date fixed for the determination of shareholders entitled
to receive such rights, warrants or options, the Settlement Rate in effect at
the opening of business on the day following the date fixed for such
determination shall be increased by dividing such Settlement Rate by a fraction
of which:

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

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

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

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

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


                                      44



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

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

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

         (5)   In case the Company shall, by dividend or otherwise, distribute
to all holders of its Common Stock cash (excluding:

               (i)  any quarterly cash dividend on Common Stock to the extent
         that the aggregate cash dividend per share of Common Stock in any
         fiscal quarter does not exceed $____ per share (as adjusted from time
         to time to reflect the subdivisions or combinations of Common Stock,
         the "DIVIDEND THRESHOLD"), and

              (ii)  any dividend or distribution in connection with the
         liquidation, dissolution or termination of the Company, whether
         voluntary or involuntary),

then, in such case, the Settlement Rate shall be increased so that the same
shall equal the rate determined by dividing the Settlement Rate in effect
immediately prior to the close of business on such record date by a fraction of
which:

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

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

such increase to be effective immediately prior to the opening of business on
the day following the record date; PROVIDED, HOWEVER, that in the event the
portion of cash so distributed applicable to one share of Common Stock is equal
to or greater than the Current Market Price per share of Common


                                      45



Stock on the record date, in lieu of the foregoing adjustment, adequate
provision shall be made so that each holder of a Security shall have the right
to receive upon settlement of the Securities the amount of cash such Holder
would have received had such Holder settled each Security on the record date.
In the event that such dividend or distribution is not so paid or made, the
Settlement Rate shall again be adjusted to be the Settlement Rate which would
then be in effect if such dividend or distribution had not been declared. If
any adjustment is required to be made as set forth in this Section 5.04(a)(5)
as a result of a distribution that is a quarterly dividend, such adjustment
shall be based upon the amount by which such distribution exceeds the amount of
the Dividend Threshold. If an adjustment is required to be made as set forth in
this Section 5.04(a)(5) above as a result of a distribution that is not a
quarterly dividend, such adjustment shall be based upon the full amount of the
distribution.

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

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


                                      46



         any maximum specified in the terms of the tender or exchange offer, of
         Purchased Shares); and

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

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

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

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

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

         (9)   All adjustments to the Settlement Rate shall be calculated to the
nearest 1/10,000th of a share of Common Stock (or if there is not a nearest
1/10,000th of a share, to the next lower 1/10,000th of a share). No adjustment
in the Settlement Rate shall be required unless such adjustment would require an
increase or decrease of at least one percent thereof; PROVIDED, HOWEVER, that
any adjustments which by reason of this subparagraph are not required to be made
shall be carried forward and taken into account in any subsequent adjustment. If
an adjustment is made to the Settlement Rate


                                      47



pursuant to paragraph (1), (2), (3), (4), (5), (6), (7) or (10) of this Section
5.04(a), an adjustment shall also be made to the Applicable Market Value solely
to determine which of clauses (i), (ii) or (iii) of the definition of
Settlement Rate in Section 5.01 will apply on the Purchase Contract Settlement
Date. Such adjustment shall be made by multiplying the Applicable Market Value
by a fraction of which the numerator shall be the Settlement Rate immediately
after such adjustment pursuant to paragraph (1), (2), (3), (4), (5), (6), (7)
or (10) of this Section 5.04(a) and the denominator shall be the Settlement
Rate immediately prior to such adjustment; PROVIDED, HOWEVER, that if such
adjustment to the Settlement Rate is required to be made pursuant to the
occurrence of any of the events contemplated by paragraph (1), (2), (3), (4),
(5), (6), (7) or (10) of this Section 5.04(a) during the period taken into
consideration for determining the Applicable Market Value, appropriate and
customary adjustments shall be made to the Settlement Rate.

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

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

         (1)   In the event of:

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

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

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

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

the Settlement Rate will be adjusted to provide that each Holder of Securities
will receive on the Purchase Contract Settlement Date with respect to each
Purchase Contract forming a part thereof, the kind and amount of securities,
cash and other property receivable upon such Reorganization Event (without any
interest thereon, and without any right to dividends or distribution thereon
which have a record date that is prior to the Purchase Contract Settlement Date)
by a Holder of the number of


                                      48



shares of Common Stock issuable on account of each Purchase Contract if the
Purchase Contract Settlement Date had occurred immediately prior to such
Reorganization Event, assuming such Holder of Common Stock is not a Person with
which the Company consolidated or into which the Company merged or which merged
into the Company or to which such sale or transfer was made, as the case may be
(any such Person, a "CONSTITUENT PERSON"), or an Affiliate of a Constituent
Person to the extent such Reorganization Event provides for different treatment
of Common Stock held by Affiliates of the Company and non-affiliates and such
Holder failed to exercise his rights of election, if any, as to the kind or
amount of securities, cash and other property receivable upon such
Reorganization Event (PROVIDED that if the kind or amount of securities, cash
and other property receivable upon such Reorganization Event is not the same
for each share of Common Stock held immediately prior to such Reorganization
Event by other than a Constituent Person or an Affiliate thereof and in respect
of which such rights of election shall not have been exercised ("NON-ELECTING
SHARE"), then for the purpose of this Section the kind and amount of
securities, cash and other property receivable upon such Reorganization Event
by each non-electing share shall be deemed to be the kind and amount so
receivable per share by a plurality of the non-electing shares).

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

         (2)   In the event of a consolidation or merger of the Company with or
into another Person, any merger of another Person into the Company (other than a
merger that does not result in any reclassification, conversion, exchange or
cancellation of outstanding shares of Common Stock) in which 30% or more of the
total consideration paid to the Company's shareholders consists of cash or cash
equivalents, then a Holder of a Security may settle his Purchase Contract for
cash as described in Section 5.02(a)(i) or 5.02(d)(i) hereof, as applicable,
during the one week period beginning on the twenty-third Trading Day following
the closing date of such merger (the "EARLY SETTLEMENT WEEK"), at the applicable
Settlement Rate. For the purposes of this Section, the twenty-third Trading Day
after the closing of the merger or consolidation shall be deemed to be the
Purchase Contract Settlement Date for the purpose of determining the Applicable
Market Value and the deadline for submitting the notice to settle early and the
related cash payment shall be 5:00 p.m. (New York City time) of the last
Business Day of the Early Settlement Week. Notwithstanding the foregoing, no
early settlement will be permitted under this Section 5.04(b)(2) unless, at the
time such early settlement is effected, there is an effective Registration
Statement with respect to the shares of Common Stock to be issued and delivered
in connection with such early settlement, if such a Registration Statement is
required (in the


                                      49



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

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

         SECTION 5.05.  NOTICE OF ADJUSTMENTS AND CERTAIN OTHER EVENTS.

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

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

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

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

         SECTION 5.06.  TERMINATION EVENT; NOTICE.

         The Purchase Contracts and all obligations and rights of the Company
and the Holders


                                      50



thereunder, including, without limitation, the rights of the Holders to receive
and the obligation of the Company to pay any Purchase Contract Payments
(including any deferred or accrued and unpaid Purchase Contract Payments), if
the Company shall have such obligation, and the rights and obligations of
Holders to purchase Common Stock, shall immediately and automatically
terminate, without the necessity of any notice or action by any Holder, the
Purchase Contract Agent or the Company, if, prior to or on the Purchase
Contract Settlement Date, a Termination Event shall have occurred.

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

         SECTION 5.07.  EARLY SETTLEMENT.

         (a)   Subject to and upon compliance with the provisions of this
Section 5.07, at the option of the Holder thereof, Purchase Contracts
underlying Securities may be settled early ("EARLY SETTLEMENT") on or prior to
5:00 p.m. (New York City time) on the seventh Business Day immediately
preceding the Purchase Contract Settlement Date. Holders of Treasury Stock
Purchase Units may only settle the related Purchase Contracts in integral
multiples of 40 Purchase Contracts. In order to exercise the right to effect
Early Settlement with respect to any Purchase Contracts, the Holder of the
Certificate evidencing Securities shall deliver to the Purchase Contract Agent
at the Corporate Trust Office an "Election to Settle Early" form (on the
reverse side of the Certificate) and any other documents requested by the
Purchase Contract Agent and accompanied by payment (payable to the Company in
immediately available funds) in an amount (the "EARLY SETTLEMENT AMOUNT") equal
to the product of (i) (A) the Stated Amount times (B) the number of Purchase
Contracts with respect to which the Holder has elected to effect Early
Settlement, plus (ii) if such delivery is made with respect to any Purchase
Contracts during the period from the close of business on any Record Date next
preceding any Payment Date to the opening of business on such Payment Date, an
amount equal to the Purchase Contract Payments payable on such Payment Date
with respect to such Purchase Contracts.

         Except as provided in the immediately preceding sentence and subject to
Section 5.11(c), no payment shall be made upon Early Settlement of any Purchase
Contract on account of any Purchase Contract Payments accrued on such Purchase
Contract or on account of dividends payable on the Common Stock issued upon such
Early Settlement, the record date for which payment occurs prior to the Early
Settlement Date. If the foregoing requirements are first satisfied with respect
to Purchase Contracts underlying any Securities prior to or at 5:00 p.m. (New
York City time) on a Business Day, such day shall be the "EARLY SETTLEMENT DATE"
with respect to such Securities and if such requirements are first satisfied
after 5:00 p.m. (New York City time) on a Business Day or on a day


                                      51



that is not a Business Day, the "EARLY SETTLEMENT DATE" with respect to such
Securities shall be the next succeeding Business Day (so long as such next
succeeding Business Day is not later than the seventh Business Day immediately
preceding the Purchase Contract Settlement Date).

         (b)   No Early Settlement will be permitted under this Section 5.07
unless, at the time of delivery of the Election to Settle Early form or time the
Early Settlement is effected, there is an effective Registration Statement with
respect to the shares of Common Stock to be issued and delivered in connection
with such Early Settlement, if such a Registration Statement is required (in
the view of counsel, which need not be in the form of a written opinion, for
either the Company or the Purchase Contract Agent) under the Securities Act. If
such a Registration Statement is so required, the Company covenants and agrees
to use its best efforts to (A) have in effect a Registration Statement covering
the shares of Common Stock to be delivered in respect of the Purchase Contracts
being settled and (B) provide a Prospectus in connection therewith, in each case
in a form that the Purchase Contract Agent may use in connection with such Early
Settlement.

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

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

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

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

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


                                      52



related Securities):

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

              (ii)  deliver to the Holder a certificate or certificates for the
         full number of shares of Common Stock issuable upon such Early
         Settlement, together with payment in lieu of any fraction of a share,
         as provided in Section 5.09; and

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

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

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

         SECTION 5.08.  INTENTIONALLY OMITTED.

         SECTION 5.09.  NO FRACTIONAL SHARES.

         No fractional shares or scrip representing fractional shares of Common
Stock shall be issued or delivered upon settlement on the Purchase Contract
Settlement Date or upon Early Settlement of any Purchase Contracts. If
Certificates evidencing more than one Purchase Contract shall be surrendered for
settlement at one time by the same Holder, the number of full shares of Common
Stock which shall be delivered upon settlement shall be computed on the basis of
the aggregate number of Purchase Contracts evidenced by the Certificates so
surrendered. Instead of any fractional share of Common


                                      53



Stock which would otherwise be deliverable upon settlement of any Purchase
Contracts on the Purchase Contract Settlement Date or upon Early Settlement,
the Company, through the Purchase Contract Agent, shall make a cash payment in
respect of such fractional interest in an amount equal to the value of such
fractional shares times the Applicable Market Value. The Company shall provide
the Purchase Contract Agent from time to time with sufficient funds to permit
the Purchase Contract Agent to make all cash payments required by this Section
5.09 in a timely manner.

         SECTION 5.10.  CHARGES AND TAXES.

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

         SECTION 5.11.  PURCHASE CONTRACT PAYMENTS.

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

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


                                      54



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

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

         SECTION 5.12.  DEFERRAL OF PURCHASE CONTRACT PAYMENTS.

         (a)   The Company has the right to defer payment of all or part of the
Purchase Contract Payments in respect of each Purchase Contract until no later
than the Purchase Contract Settlement Date, but only if the Company shall give
the Holders and the Purchase Contract Agent written notice of its election to
defer such payment (specifying the amount to be deferred) at least ten Business
Days prior to the earlier of (i) the next succeeding Payment Date or (ii) the
date the Company is required to give notice of the Record Date or Payment Date
with respect to payment of such Purchase Contract Payments to the NYSE or other
applicable self-regulatory organization or to Holders of the Securities, but in
any event not less than one Business Day prior to such Record Date. If the
Company so elects to defer Purchase Contract Payments, the Company shall pay
additional Purchase Contract Payments on such deferred installments of Purchase
Contract Payments at a rate equal to ___% per annum, compounding quarterly,
until such deferred installments are paid in full. Deferred Purchase Contract
Payments shall be due on the Payment Date except to the extent that payment is
deferred pursuant to this Section. Except as otherwise provided in Section
5.11(d), in the case of any Security with respect to which Early Settlement of
the underlying Purchase Contract is effected on an Early Settlement Date, the
Holder will have no right to receive any accrued or deferred Purchase Contract
Payments.

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


                                      55



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


                                    ARTICLE 6
                                    REMEDIES

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

         Each Holder of a Security shall have the right, which is absolute and
unconditional, (i) subject to the right of the Company to defer such payments in
accordance with Section 5.12, to receive each Purchase Contract Payment with
respect to the Purchase Contract comprising part of such Security on the
respective Payment Date for such Security and (ii) to purchase shares of Common
Stock pursuant to such Purchase Contract and, in each such case, to institute
suit for the enforcement of any such right to receive Purchase Contract Payments
and the right to purchase shares of Common Stock, and such rights shall not be
impaired without the consent of such Holder.

         SECTION 6.02.  RESTORATION OF RIGHTS AND REMEDIES.

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


                                      56



         SECTION 6.03.  RIGHTS AND REMEDIES CUMULATIVE.

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

         SECTION 6.04.  DELAY OR OMISSION NOT WAIVER.

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

         SECTION 6.05.  UNDERTAKING FOR COSTS.

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

         SECTION 6.06.  WAIVER OF STAY OR EXTENSION LAWS.

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


                                      57



hinder, delay or impede the execution of any power herein granted to the
Purchase Contract Agent or the Holders, but will suffer and permit the
execution of every such power as though no such law had been enacted.


                                    ARTICLE 7
                           THE PURCHASE CONTRACT AGENT

         SECTION 7.01.  CERTAIN DUTIES AND RESPONSIBILITIES.

         (a)   The Purchase Contract Agent:

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

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

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

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

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

         (3)   no provision of this Agreement or the Pledge Agreement shall
require the Purchase Contract Agent to expend or risk its own funds or otherwise
incur any financial liability in the performance of any of its duties hereunder,
or in the exercise of any of its rights or powers, if indemnity


                                      58



satisfactory to the Purchase Contract Agent is not provided to it; and

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

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

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

         SECTION 7.02.  NOTICE OF DEFAULT.

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

         SECTION 7.03.  CERTAIN RIGHTS OF PURCHASE CONTRACT AGENT.

         Subject to the provisions of Section 7.01:

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

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

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



                                      59



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

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

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

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

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

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

          (10) the Purchase Contract Agent may request that the Company deliver
an Officers' Certificate setting forth the names of individuals and/or titles of
officers authorized at such time to take specified actions pursuant to this
Agreement, which Officers' Certificate may be signed by any person authorized to
sign an Officers' Certificate, including any person specified as so authorized
in any such


                                      60



certificate previously delivered and not superseded; and

          (11) the rights, privileges, protections, immunities and benefits
given to the Purchase Contract Agent, including, without limitation, its right
to be indemnified, are extended to, and shall be enforceable by, the Purchase
Contract Agent in each of its capacities hereunder, and to each agent, custodian
and other Person employed to act hereunder.

         SECTION 7.04. NOT RESPONSIBLE FOR RECITALS OR ISSUANCE OF SECURITIES.

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

         SECTION 7.05. MAY HOLD SECURITIES.

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

         SECTION 7.06. MONEY HELD IN CUSTODY.

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

         SECTION 7.07. COMPENSATION AND REIMBURSEMENT.

         The Company agrees:

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

         (2) except as otherwise expressly provided for herein, to reimburse
the Purchase Contract Agent upon its request for all reasonable expenses,
disbursements and advances incurred or made by


                                      61



the Purchase Contract Agent in accordance with any provision of this Agreement
and the Pledge Agreement (including the reasonable compensation and the
expenses and disbursements of its agents and counsel), except any such
expense, disbursement or advance as may be attributable to its gross
negligence, willful misconduct or bad faith; and

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

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

         SECTION 7.08. CORPORATE PURCHASE CONTRACT AGENT REQUIRED; ELIGIBILITY.

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

         SECTION 7.09. RESIGNATION AND REMOVAL; APPOINTMENT OF SUCCESSOR.

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

          (b) The Purchase Contract Agent may resign at any time by giving
written notice thereof to the Company 60 days prior to the effective date of
such resignation. If the instrument of acceptance by a successor Purchase
Contract Agent required by Section 7.10 shall not have been delivered to the


                                      62



Purchase Contract Agent within 30 days after the giving of such notice of
resignation, the resigning Purchase Contract Agent may petition, at the expense
of the Company, any court of competent jurisdiction for the appointment of a
successor Purchase Contract Agent.

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

          (d) If at any time:

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

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

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

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

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


                                      63



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

         SECTION 7.10. ACCEPTANCE OF APPOINTMENT BY SUCCESSOR.

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

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

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

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

         Any corporation into which the Purchase Contract Agent may be merged or
converted or with which it may be consolidated, or any corporation resulting
from any merger, conversion or consolidation to which the Purchase Contract
Agent shall be a party, or any corporation succeeding to all or substantially
all the corporate trust business of the Purchase Contract Agent, shall be the
successor of the Purchase Contract Agent hereunder, PROVIDED that such
corporation shall be otherwise qualified and eligible under this Article, with
the execution or filing of any paper or any further act on the part of any of
the parties hereto. In case any Certificates shall have been authenticated and
executed on behalf of the Holders, but not delivered, by the Purchase Contract
Agent then in office,


                                      64



any successor by merger, conversion or consolidation to such Purchase Contract
Agent may adopt such authentication and execution and deliver the Certificates
so authenticated and executed with the same effect as if such successor
Purchase Contract Agent had itself authenticated and executed such Securities.

         SECTION 7.12. PRESERVATION OF INFORMATION; COMMUNICATIONS TO HOLDERS.

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

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

         SECTION 7.13. NO OBLIGATIONS OF PURCHASE CONTRACT AGENT.

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


                                      65



         SECTION 7.14. TAX COMPLIANCE.

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

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

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



                                     ARTICLE 8
                              SUPPLEMENTAL AGREEMENTS

         SECTION 8.01. SUPPLEMENTAL AGREEMENTS WITHOUT CONSENT OF HOLDERS.

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

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

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

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


                                      66



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

              (5) except as provided for in Section 5.04, cure any ambiguity,
         correct or supplement any provisions herein which may be inconsistent
         with any other provisions herein, or make any other provisions with
         respect to such matters or questions arising under this Agreement,
         PROVIDED that such action shall not adversely affect the interests of
         the Holders.

         SECTION 8.02. SUPPLEMENTAL AGREEMENTS WITH CONSENT OF HOLDERS.

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

              (1)  change any Payment Date;

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

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

              (4) reduce the number of shares of Common Stock to be purchased
         pursuant to any Purchase Contract, increase the price to purchase
         shares of Common Stock upon settlement of any Purchase Contract or
         change the Purchase Contract Settlement Date;

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

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


                                      67



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

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

         SECTION 8.03. EXECUTION OF SUPPLEMENTAL AGREEMENTS.

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

         SECTION 8.04. EFFECT OF SUPPLEMENTAL AGREEMENTS.

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

         SECTION 8.05. REFERENCE TO SUPPLEMENTAL AGREEMENTS.

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


                                      68



Certificates.



                                    ARTICLE 9
              CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

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

         The Company covenants that it will not consolidate with or merge into
any other corporation or convey, transfer or lease all or substantially all of
its properties and assets to any Person, unless:

              (i) the corporation formed by such consolidation or into which the
         Company is merged or the Person which acquires by conveyance or
         transfer, or which leases, all or substantially all of the Company's
         properties and assets shall be a corporation organized and existing
         under the laws of the United States of America or a State thereof or
         the District of Columbia and such corporation shall expressly assume
         all the obligations of the Company under the Purchase Contracts, this
         Agreement and the Pledge Agreement by one or more supplemental
         agreements in form reasonably satisfactory to the Purchase Contract
         Agent and the Collateral Agent, executed and delivered to the Purchase
         Contract Agent and the Collateral Agent by such corporation; and

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

         SECTION 9.02. RIGHTS AND DUTIES OF SUCCESSOR CORPORATION.

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


                                      69



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

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

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

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



                                   ARTICLE 10
                                    COVENANTS

         SECTION 10.01. PERFORMANCE UNDER PURCHASE CONTRACTS.

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

         SECTION 10.02. MAINTENANCE OF OFFICE OR AGENCY.

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


                                      70



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

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

         SECTION 10.03. COMPANY TO RESERVE COMMON STOCK.

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

         SECTION 10.04. COVENANTS AS TO COMMON STOCK.

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

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

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

         SECTION 10.06. ERISA.

         Each Holder from time to time of the Securities that is a Plan hereby
represents that its


                                      71



acquisition of the Stock Purchase Units and the holding of the same satisfies
the applicable fiduciary requirements of ERISA and that it is entitled to
exemption relief from the prohibited transaction provisions of ERISA and the
Code in accordance with one or more prohibited transaction exemptions or
otherwise will not result in a nonexempt prohibited transaction.

                       [SIGNATURES ON THE FOLLOWING PAGE]


























                                      72



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




                                        CINERGY CORP.



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



                                        [                                 ],
                                        as Purchase Contract Agent



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



                                                                       EXHIBIT A


                    FACE OF STOCK PURCHASE UNITS CERTIFICATE

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

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

No. ____                                                  CUSIP No._____________
Number of Stock Purchase Units:______________

                                  CINERGY CORP.
                               CC FUNDING TRUST I
                              STOCK PURCHASE UNITS

         This Stock Purchase Units Certificate certifies that __________________
is the registered Holder of the number of Stock Purchase Units set forth above.
Each Stock Purchase Unit consists of (i) either (a) the beneficial ownership by
the Holder of one Preferred Security (the "PREFERRED SECURITY") of CC Funding
Trust I, a Delaware statutory business trust (the "TRUST"), having a stated
liquidation amount of $     , subject to the Pledge of such Preferred Security
by such Holder pursuant to the Pledge Agreement, or (b) upon the occurrence of
a Tax Event Redemption prior to the Purchase Contract Settlement Date, the
appropriate Applicable Ownership Interest (as specified in clause (A) of



the definition of such term) of the Treasury Portfolio by such Holder pursuant
to the Pledge Agreement, and (ii) the rights and obligations of the Holder
under one Purchase Contract with Cinergy Corp., a Delaware corporation (the
"COMPANY"). All capitalized terms used herein which are defined in the
Purchase Contract Agreement (as defined on the reverse hereof) have the
meaning set forth therein.

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

         The Pledge Agreement provides that all payments of the liquidation
amount with respect to any of the Pledged Preferred Securities or the
appropriate Applicable Ownership Interest (as specified in clause (A) of the
definition of such term) of the Treasury Portfolio, as the case may be, or cash
distributions on any Pledged Preferred Securities (as defined in the Pledge
Agreement) or the appropriate Applicable Ownership Interest (as specified in
clause (B) of the definition of such term) of the Treasury Portfolio, as the
case may be, constituting part of the Stock Purchase Units received by the
Securities Intermediary shall be paid by wire transfer in same day funds (i) in
the case of (A) cash distributions with respect to Pledged Preferred Securities
or the appropriate Applicable Ownership Interest (as specified in clause (B) of
the definition of such term) of the Treasury Portfolio, as the case may be, and
(B) any payments of the liquidation amount with respect to any Preferred
Securities or the appropriate Applicable Ownership Interest (as specified in
clause (A) of the definition of such term) of the Treasury Portfolio, as the
case may be, that have been released from the Pledge pursuant to the Pledge
Agreement, to the Purchase Contract Agent to the account designated by the
Purchase Contract Agent, no later than 2:00 p.m., New York City time, on the
Business Day such payment is received by the Securities Intermediary (PROVIDED
that in the event such payment is received by the Securities Intermediary on a
day that is not a Business Day or after 12:30 p.m., New York City time, on a
Business Day, then such payment shall be made no later than 10:30 a.m., New York
City time, on the next succeeding Business Day) and (ii) in the case of payments
of the liquidation amount with respect to any of the Pledged Preferred
Securities or the appropriate Applicable Ownership Interest (as specified in
clause (A) of the definition of such term) of the Treasury Portfolio, to the
Company on the Purchase Contract Settlement Date (as described herein) in
accordance with the terms of the Pledge Agreement, in full satisfaction of the
respective obligations of the Holders of the Stock Purchase Units of which such
Pledged Preferred Securities or the Applicable Ownership Interest (as specified
in clause (A) of the definition of such term) of the Treasury Portfolio, as the
case may be, are a part under the Purchase Contracts forming a part of such
Stock Purchase Units. Distributions on any Preferred Security or the appropriate
Applicable Ownership Interest (as specified in clause (B) of the definition of
such term) of the Treasury Portfolio, as the case may be, forming part of a
Stock Purchase Unit evidenced hereby, which are payable quarterly in arrears on
_______________, ___________________, ________________, and ________________ of
each year, commencing ______________, 2002 (a "PAYMENT DATE"), shall, subject to
receipt thereof by the Purchase


                                     A-2



Contract Agent from the Securities Intermediary, be paid to the Person in
whose name this Stock Purchase Unit Certificate (or a Predecessor Stock
Purchase Unit Certificate) is registered at the close of business on the
Record Date for such Payment Date.

         Each Purchase Contract evidenced hereby obligates the Holder of this
Stock Purchase Units Certificate to purchase, and the Company to sell, on
_________________ (the "PURCHASE CONTRACT SETTLEMENT DATE"), at a price equal to
$25 (the "STATED AMOUNT"), a number of shares of Common Stock, without par value
("COMMON STOCK"), of the Company, equal to the Settlement Rate, unless on or
prior to the Purchase Contract Settlement Date there shall have occurred a
Termination Event or an Early Settlement with respect to the Stock Purchase Unit
of which such Purchase Contract is a part, all as provided in the Purchase
Contract Agreement and more fully described on the reverse hereof. The purchase
price (the "PURCHASE PRICE") for the shares of Common Stock purchased pursuant
to each Purchase Contract evidenced hereby, if not paid earlier, shall be paid
on the Purchase Contract Settlement Date by application of payment received in
respect of the liquidation amount with respect to any Pledged Preferred
Securities pursuant to the Remarketing or the appropriate Applicable Ownership
Interest (as specified in clause (A) of the definition of such term) of the
Treasury Portfolio, as the case may be, pledged to secure the obligations under
such Purchase Contract of the Holder of the Stock Purchase Unit of which such
Purchase Contract is a part.

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

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

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

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


                                     A-3



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

                                     CINERGY CORP.



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



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



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



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



DATED:__________________




                                     A-4



                          CERTIFICATE OF AUTHENTICATION
                           OF PURCHASE CONTRACT AGENT


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


                                       By: [                                 ],
                                           as Purchase Contract Agent



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


Dated: ____________________









                                     A-5



              (FORM OF REVERSE OF STOCK PURCHASE UNITS CERTIFICATE)


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

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

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

              (2) if the Applicable Market Value is less than the Threshold
         Appreciation Price but greater than $______ (the "REFERENCE PRICE"),
         the number of shares of Common Stock per Purchase Contract having a
         value, based on the Applicable Market Value, equal to $25; and

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

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

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

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


                                     A-6


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

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

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

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

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

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

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

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

         In accordance with the terms of the Purchase Contract Agreement, the
Holder of this Stock Purchase Units Certificate may pay the Purchase Price for
the shares of Common Stock purchased pursuant to each Purchase Contract
evidenced hereby by effecting a Cash Settlement or an Early Settlement or from
the proceeds of the Applicable Ownership Interest (as specified in clause (A) of
the definition of such term) of the Treasury Portfolio or a Remarketing of the
related Pledged Preferred Securities. A Holder of Stock Purchase Units who does
not effect, on or prior to 11:00 a.m. (New York City time) on the fifth Business
Day immediately preceding the Purchase Contract Settlement Date (or in the event
a Tax Event Redemption has occurred, the Business Day prior to the Purchase
Contract Settlement Date), an effective Cash Settlement, or who does not effect
on or prior to 5:00 p.m. (New York City time) on the seventh Business Day prior
to the Purchase Contract Settlement Date an effective Early Settlement, shall
pay the Purchase Price for the shares of Common Stock to be


                                     A-7



delivered under the related Purchase Contract from the proceeds of the sale of
the related Pledged Preferred Securities held by the Collateral Agent. Such
sale will be made by the Remarketing Agent pursuant to the terms of the
Remarketing Agreement on the third Business Day prior to the Purchase Contract
Settlement Date. If, as provided in the Purchase Contract Agreement, upon the
occurrence of a Failed Remarketing, the Collateral Agent, for the benefit of
the Company, exercises its rights as a secured creditor with respect to the
Pledged Preferred Securities related to this Stock Purchase Units certificate,
any accrued and unpaid distributions on such Pledged Preferred Securities will
become payable by the Company to the holder of this Stock Purchase Units
Certificate in the manner provided for in the Purchase Contract Agreement.

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

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

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

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

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


                                     A-8



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

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

         Upon the dissolution and liquidation of the Trust, an aggregate
principal amount of the [Subordinated] Notes constituting the assets of the
Trust and underlying the Preferred Securities equal to the aggregate liquidation
amount of the Pledged Preferred Securities shall be delivered to the Securities
Intermediary in exchange for the Pledged Preferred Securities. Thereafter, the
[Subordinated] Notes shall be held by the Securities Intermediary to secure the
obligations of each Holder of Stock Purchase Units to purchase shares of Common
Stock under the Purchase Contracts constituting a part of such Stock Purchase
Units.

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

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


                                     A-9



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

         Following the occurrence of a Tax Event Redemption prior to the
Purchase Contract Settlement Date, the Holders of Stock Purchase Units and the
Collateral Agent shall have such security interest rights and obligations with
respect to the Applicable Ownership Interest (as specified in clause (A) of the
definition of such term) of the Treasury Portfolio as the Holder of Stock
Purchase Units and the Collateral Agent had in respect of the Preferred
Securities or [Subordinated] Notes, as the case may be, subject to the Pledge
thereof as provided in the Pledge Agreement and any reference herein to the
Preferred Securities shall be deemed to be a reference to such Treasury
Portfolio.

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

         The Holder of Stock Purchase Units may substitute for the Pledged
Preferred Securities securing such Holder's obligations under the related
Purchase Contracts Treasury Securities in an


                                    A-10



aggregate principal amount equal to the aggregate liquidation amount of the
Pledged Preferred Securities in accordance with the terms of the Purchase
Contract Agreement and the Pledge Agreement. From and after such Collateral
Substitution, each Security for which such Pledged Treasury Securities secures
the Holder's obligation under the Purchase Contract shall be referred to as a
"TREASURY STOCK PURCHASE UNIT". A Holder may make such Collateral Substitution
only in integral multiples of 40 Stock Purchase Units for 40 Treasury Stock
Purchase Units.

         A Holder of Treasury Stock Purchase Units may recreate Stock Purchase
Units by delivering to the Securities Intermediary Preferred Securities with an
aggregate liquidation amount equal to the aggregate principal amount at maturity
of the Pledged Treasury Securities in exchange for the release of such Pledged
Treasury Securities in accordance with the terms of the Purchase Contract
Agreement and the Pledge Agreement. A Holder may recreate Stock Purchase Units
only in integral multiples of 40 Treasury Stock Purchase Units for 40 Stock
Purchase Units.

         If a Tax Event Redemption has occurred, a Stock Purchase Unit Holder
may not create Treasury Stock Purchase Units, and a Treasury Stock Purchase Unit
Holder may not recreate a Stock Purchase Unit.

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

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

         The Purchase Contracts and all obligations and rights of the Company
and the Holders thereunder, including, without limitation, the rights of the
Holders to receive and the obligation of the Company to pay any Purchase
Contract Payments, shall immediately and automatically terminate, without the
necessity of any notice or action by any Holder, the Purchase Contract Agent or
the Company, if, on or prior to the Purchase Contract Settlement Date, a
Termination Event shall have occurred. Upon the occurrence of a Termination
Event, the Company shall promptly but in no event later than two Business Days
thereafter give written notice to the Purchase Contract Agent, the


                                    A-11



Collateral Agent and the Holders, at their addresses as they appear in the
Security Register. Upon and after the occurrence of a Termination Event, the
Collateral Agent shall release the Preferred Securities or the appropriate
Applicable Ownership Interest (as specified in clause (A) of the definition of
such term) of the Treasury Portfolio, as the case may be, from the Pledge in
accordance with the provisions of the Pledge Agreement.

         Subject to and upon compliance with the provisions of the Purchase
Contract Agreement, at the option of the Holder thereof, Purchase Contracts
underlying Securities may be settled early ("EARLY SETTLEMENT") as provided in
the Purchase Contract Agreement. In order to exercise the right to effect Early
Settlement with respect to any Purchase Contracts evidenced by this Stock
Purchase Units Certificate, the Holder of this Stock Purchase Units Certificate
shall deliver to the Purchase Contract Agent at the Corporate Trust Office an
Election to Settle Early form set forth below and any other documents requested
by the Purchase Contract Agent duly completed and accompanied by payment in the
form of immediately available funds payable to the order of the Company in an
amount (the "EARLY SETTLEMENT AMOUNT") equal to (i) the product of (A) $25 times
(B) the number of Purchase Contracts with respect to which the Holder has
elected to effect Early Settlement, plus (ii) if such delivery is made with
respect to any Purchase Contracts during the period from the close of business
on any Record Date for any Payment Date to the opening of business on such
Payment Date, an amount equal to the Purchase Contract Payments payable on such
Payment Date with respect to such Purchase Contracts.

         Upon Early Settlement of Purchase Contracts by a Holder of the related
Securities, the Pledged Preferred Securities, Pledged [Subordinated] Notes or
the appropriate Applicable Ownership Interest (as specified in clause (A) of the
definition of such term) of the Treasury Portfolio, as the case may be,
underlying such Securities shall be released from the Pledge as provided in the
Pledge Agreement and the Holder shall be entitled to receive a number of shares
of Common Stock on account of each Purchase Contract forming part of a Stock
Purchase Unit as to which Early Settlement is effected equal to ______ share of
Common Stock per Purchase Contract (the "EARLY SETTLEMENT RATE"). The Early
Settlement Rate shall be adjusted in the same manner and at the same time as the
Settlement Rate is adjusted as provided in the Purchase Contract Agreement.

         Upon registration of transfer of this Stock Purchase 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 Purchase Contract
Agent pursuant to the Purchase Contract Agreement), under the terms of the
Purchase Contract Agreement and the Purchase Contracts evidenced hereby and the
transferor shall be released from the obligations under the Purchase Contracts
evidenced by this Stock Purchase 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 Stock Purchase Units Certificate, by its acceptance
hereof, authorizes the Purchase Contract Agent to enter into and perform the
related Purchase Contracts forming part of the Stock Purchase Units evidenced
hereby on its behalf as its attorney-in-fact, expressly withholds any


                                    A-12



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

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

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

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

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

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




                                    A-13



                                  ABBREVIATIONS

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

TEN COM:                            as tenants in common
UNIF GIFT MIN ACT:                  _________________ Custodian ________________
                                          (cust)                    (minor)
                                    Under Uniform Gifts to Minors Act of  ______
                                    ____________________________________________

TENANT:                             as tenants by the entireties

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

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

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

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

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


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

the within Stock Purchase Units Certificates and all rights thereunder, hereby
irrevocably constituting and appointing attorney __________________, to transfer
said Stock Purchase Units Certificates on the books of Cinergy Corp., and CC
Funding Trust I with full power of substitution in the premises.


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


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



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


                                    A-14



                             SETTLEMENT INSTRUCTIONS

         The undersigned Holder directs that a certificate for shares of Common
Stock deliverable upon settlement on or after the Purchase Contract Settlement
Date of the Purchase Contracts underlying the number of Stock Purchase Units
evidenced by this Stock Purchase 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 and delivered to a Person other          REGISTERED HOLDER
than the Holder, please (i) print such
Person's name and address and (ii)               Please print name and address
provide a guarantee of your signature:           of Registered Holder:




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


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


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

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

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


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




                                    A-15



                            ELECTION TO SETTLE EARLY


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

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



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










                                    A-16



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

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



                                                 Please print name and address
                                                 of Registered Holder:



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


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


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

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

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


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







                                    A-17



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

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

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

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


























                                    A-18



                     [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:





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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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





                                    A-19



                                                                       EXHIBIT B

                   FACE OF TREASURY STOCK PURCHASE CERTIFICATE


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

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

No. ____                                                  CUSIP No._____________
Number of Treasury Stock Purchase Units:___________

                                   CINERGY CORP.
                               CC FUNDING TRUST I
                         TREASURY STOCK PURCHASE UNITS

         This Treasury Stock Purchase Units Certificate certifies that
__________________ is the registered Holder of the number of Treasury Stock
Purchase Units set forth above. Each Treasury Stock Purchase Unit consists of
(i) a 1/40 undivided beneficial ownership interest of a Treasury Security
having a principal amount at maturity equal to $1,000, subject to the Pledge
of such Treasury Security by such Holder pursuant to the Pledge Agreement, and
(ii) the rights and obligations of the Holder under one Purchase Contract with
Cinergy Corp., a Delaware corporation (the "COMPANY"). All capitalized terms
used herein which are defined in the Purchase Contract Agreement (as defined
on



the reverse hereof) have the meaning set forth therein.

         Pursuant to the Pledge Agreement, the Treasury Securities constituting
part of each Treasury Stock Purchase Unit evidenced hereby have been pledged to
the Collateral Agent, for the benefit of the Company, to secure the obligations
of the Holder under the Purchase Contract comprising part of such Treasury Stock
Purchase Unit. Each Purchase Contract evidenced hereby obligates the Holder of
this Treasury Stock Purchase Units Certificate to purchase, and the Company, to
sell, on _____________ (the "PURCHASE CONTRACT SETTLEMENT DATE"), at a price
equal to $25 (the "STATED AMOUNT"), a number of shares of Common Stock, without
par value ("COMMON STOCK"), of the Company, equal to the Settlement Rate, unless
prior to or on the Purchase Contract Settlement Date there shall have occurred a
Termination Event or an Early Settlement with respect to the Treasury Stock
Purchase Unit of which such Purchase Contract is a part, all as provided in the
Purchase Contract Agreement and more fully described on the reverse hereof. The
purchase price (the "PURCHASE PRICE") for the shares of Common Stock purchased
pursuant to each Purchase Contract evidenced hereby, if not paid earlier, shall
be paid on the Purchase Contract Settlement Date by application of the proceeds
from the Treasury Securities at maturity pledged to secure the obligations of
the Holder under such Purchase Contract of the Treasury Stock Purchase Unit of
which such Purchase Contract is a part.

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

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

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

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


                                     B-2





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

                                            CINERGY CORP.



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



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



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



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

Dated:
      -----------------------









                                     B-3



                        CERTIFICATE OF AUTHENTICATION OF
                             PURCHASE CONTRACT AGENT


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

                                  By: [                              ],
                                      as Purchase Contract Agent


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


Dated:
      ------------------















                                     B-4



             (REVERSE OF TREASURY STOCK PURCHASE UNITS CERTIFICATE)

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

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

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

              (2) if the Applicable Market Value is less than the Threshold
         Appreciation Price but greater than $______ (the "REFERENCE PRICE"),
         the number of shares of Common Stock per Purchase Contract having a
         value, based on the Applicable Market Value, equal to $25; and

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

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

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

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





                                     B-5





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

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

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

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

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

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

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

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

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

                                     B-6



shares of Common Stock to be issued under the related Purchase Contract from
the proceeds of the Pledged Treasury Securities.

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

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

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

         A Holder of Treasury Stock Purchase Units may recreate Stock Purchase
Units by delivering to the Securities Intermediary Preferred Securities with
an aggregate liquidation amount, or [Subordinated] Notes with an aggregate
principal amount, equal to the aggregate principal amount at maturity of the
Pledged Treasury Securities in exchange for the release of such Pledged
Treasury Securities in accordance with the terms of the Purchase Contract
Agreement and the Pledge Agreement. From and after such substitution, the
Holder's Security shall be referred to as a "STOCK


                                     B-7




PURCHASE UNIT". Any such creation of Stock Purchase Units may be effected only
in multiples of 40 Treasury Stock Purchase Units for 40 Stock Purchase Units.

         A Holder of Stock Purchase Units may recreate Treasury Stock Purchase
Units by delivering to the Securities Intermediary Treasury Securities in an
aggregate principal amount equal to the aggregate liquidation amount of the
Pledged Preferred Securities or the aggregate principal amount at maturity of
the Pledged [Subordinated] Notes, as the case may be, in accordance with the
terms of the Purchase Contract Agreement and the Pledge Agreement. Any such
recreation of Treasury Stock Purchase Units may be effected only in multiples of
40 Stock Purchase Units for 40 Treasury Stock Purchase Units.

         If a Tax Event Redemption has occurred, a Treasury Stock Purchase Unit
Holder may not recreate Stock Purchase Units, and a Stock Purchase Unit Holder
may not create a Treasury Stock Purchase Unit.

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

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

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


                                      B-8



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

         Subject to and upon compliance with the provisions of the Purchase
Contract Agreement, at the option of the Holder thereof, Purchase Contracts
underlying Securities may be settled early ("EARLY SETTLEMENT") as provided in
the Purchase Contract Agreement. In order to exercise the right to effect Early
Settlement with respect to any Purchase Contracts evidenced by this Stock
Purchase Units Certificate, the Holder of this Treasury Stock Purchase Units
Certificate shall deliver to the Purchase Contract Agent at the Corporate Trust
Office an Election to Settle Early form set forth below and any other documents
requested by the Purchase Contract Agent duly completed and accompanied by
payment in the form of immediately available funds payable to the order of the
Company in an amount (the "EARLY SETTLEMENT AMOUNT") equal to (i) the product of
(A) $25 times (B) the number of Purchase Contracts with respect to which the
Holder has elected to effect Early Settlement, plus (ii) if such delivery is
made with respect to any Purchase Contracts during the period from the close of
business on any Record Date for any Payment Date to the opening of business on
such Payment Date, an amount equal to the Purchase Contract Payments payable on
such Payment Date with respect to such Purchase Contracts.

         Upon Early Settlement of Purchase Contracts by a Holder of the related
Securities, the Pledged Treasury Securities underlying such Securities shall be
released from the Pledge as provided in the Pledge Agreement and the Holder
shall be entitled to receive a number of shares of Common Stock on account of
each Purchase Contract forming part of a Treasury Stock Purchase Unit as to
which Early Settlement is effected equal to ______ share of Common Stock per
Purchase Contract (the "EARLY SETTLEMENT RATE"). The Early Settlement Rate shall
be adjusted in the same manner and at the same time as the Settlement Rate is
adjusted as provided in the Purchase Contract Agreement.

         Upon registration of transfer of this Treasury Stock Purchase
Certificate, the transferee shall be bound (without the necessity of any other
action on the part of such transferee, except as may be required by the Purchase
Contract Agent pursuant to the Purchase Contract Agreement), under the terms of
the Purchase Contract Agreement and the Purchase Contracts evidenced hereby and
the transferor shall be released from the obligations under the Purchase
Contracts evidenced by this Treasury Stock Purchase 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 Treasury Stock Purchase Units Certificate, by its
acceptance hereof, authorizes the Purchase Contract Agent to enter into and
perform the related Purchase Contracts forming part of the Treasury Stock
Purchase Units evidenced hereby on its behalf as its attorney-in-fact,
expressly withholds any consent to the assumption (i.e., affirmance) of the
Purchase Contracts by the Company or its trustee in the event that the Company
becomes the subject of a case under the Bankruptcy Code, agrees to be bound by
the terms and provisions thereof, covenants and


                                      B-9



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

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

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

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

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

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





                                      B-10




                                  ABBREVIATIONS

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

TEN COM:                            as tenants in common

UNIF GIFT MIN ACT:                  ________________ Custodian ________________
                                         (cust)                    (minor)
                                    Under Uniform Gifts to Minors Act of ______
                                    ___________________________________________

TENANT:                             as tenants by the entireties

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

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

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


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

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

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

the within Treasury Stock Purchase Units Certificates and all rights
thereunder, hereby irrevocably constituting and appointing ___________ attorney
to transfer said Treasury Stock Purchase Units Certificates on the books of
Cinergy Corp., and CC Funding Trust I with full power of substitution in the
premises.

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

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



                                      B-11




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























                                      B-12




                             SETTLEMENT INSTRUCTIONS

         The undersigned Holder directs that a certificate for shares of Common
Stock deliverable upon settlement on or after the Purchase Contract Settlement
Date of the Purchase Contracts underlying the number of Treasury Stock Purchase
Units evidenced by this Treasury Stock Purchase 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 and delivered to a Person
other than the Holder, please (i) print     REGISTERED HOLDER
such Person's name and address and (ii)
provide a guarantee of your signature:      Please print name and address of
                                            Registered Holder:



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


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

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

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








                                      B-13



                            ELECTION TO SETTLE EARLY


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

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


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














                                      B-14




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

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

                                            Please print name and address of
                                            Registered Holder:



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


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

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

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








                                      B-15



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


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

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

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

























                                      B-16




                     [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:

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


                                                                          Number of Treasury
                         Amount of increase in   Amount of decrease in   Stock Purchase Units
                          Number of Treasury      Number of Treasury       evidenced by this
                         Stock Purchase Units    Stock Purchase Units     Global Certificate    Signature of authorized
                           evidenced by the        evidenced by the         following such      signatory of Trustee or
Date                      Global Certificate      Global Certificate     decrease or increase   Securities Custodian
                                                                                    

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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





                                                       B-17




                                                                       EXHIBIT C

                       INSTRUCTION TO PURCHASE CONTRACT AGENT

[                        ]
[                        ]
[                        ]
Attention: Corporate Trust Department

         Re:      [_______ Stock Purchase Units] [_______ Treasury Stock
Purchase Units] of Cinergy Corp., a Delaware corporation  (the "COMPANY") and CC
Funding Trust I.

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

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

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




Please print name and address of Registered Holder:



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

Address

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

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

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

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
















                                      C-2




                                                                       EXHIBIT D

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

[HOLDER]

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

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

                  Re:   [__________ Stock Purchase Units] [______ Treasury
                        Stock Purchase Units] of Cinergy Corp., a Delaware
                        corporation (the "COMPANY") and CC Funding Trust I

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

         We hereby notify you that a Termination Event has occurred and that
[the [Subordinated] Notes][the Treasury Securities] underlying your ownership
interest in _____ [Stock Purchase Units] [Treasury Stock Purchase Units] have
been released and are being held by us for your account pending receipt of
transfer instructions with respect to such [[Subordinated] Notes][Treasury
Securities] (the "RELEASED SECURITIES").

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





Date:                                            By: [                        ]


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




















                                      D-2




                                                                       EXHIBIT E

                            NOTICE TO SETTLE BY CASH

[                        ]
[                        ]
[                        ]
Attention: Corporate Trust Department

                  Re:   [_______ Stock Purchase Units] [Treasury Stock
                        Purchase Units] of Cinergy Corp., a Delaware
                        corporation (the "COMPANY") and CC Funding Trust I

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

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

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


Please print name and address of Registered Holder:









                                      E-1





                                                                       EXHIBIT F

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

[                          ]
[                          ]
[                          ]
[                          ]
[                          ]
Attention:
Telecopy:

[                          ]
[                          ]
[                          ]
Attention:
Telecopy:

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

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

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

Date:                                            By:  [                       ]



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



                                      F-1

EX-4.11

                                                                EXHIBIT 4.11

                                  CINERGY CORP.


                                       and


              [                         ], as Collateral Agent


                                       and


           [                          ], as Securities Intermediary


                                       and


          [                           ], as Purchase Contract Agent




                            FORM OF PLEDGE AGREEMENT


                           Dated as of _________, 2001



                                         TABLE OF CONTENTS

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




                                                                                                   PAGE
                                                                                                   ----
                                                                                                
ARTICLE 1
     DEFINITIONS
     SECTION 1.01.  DEFINITIONS......................................................................2

ARTICLE 2
     PLEDGE
     SECTION 2.01.  PLEDGE...........................................................................6
     SECTION 2.02.  CONTROL; FINANCING STATEMENT.....................................................6
     SECTION 2.03.  TERMINATION......................................................................7

ARTICLE 3
     DISTRIBUTIONS ON PLEDGED COLLATERAL
     SECTION 3.01.  INCOME DISTRIBUTIONS.............................................................7
     SECTION 3.02.  PRINCIPAL PAYMENTS FOLLOWING TERMINATION EVENT...................................7
     SECTION 3.03.  PRINCIPAL PAYMENTS PRIOR TO OR ON PURCHASE CONTRACT SETTLEMENT DATE..............7
     SECTION 3.04.  PAYMENTS TO PURCHASE CONTRACT AGENT..............................................8
     SECTION 3.05.  ASSETS NOT PROPERLY RELEASED.....................................................9

ARTICLE 4
     CONTROL
     SECTION 4.01.  ESTABLISHMENT OF COLLATERAL ACCOUNT..............................................9
     SECTION 4.02.  TREATMENT AS FINANCIAL ASSETS...................................................10
     SECTION 4.03.  SOLE CONTROL BY COLLATERAL AGENT................................................10
     SECTION 4.04.  SECURITIES INTERMEDIARY'S LOCATION..............................................10
     SECTION 4.05.  NO OTHER CLAIMS.................................................................10
     SECTION 4.06.  INVESTMENT AND RELEASE..........................................................10
     SECTION 4.07.  STATEMENTS AND CONFIRMATIONS....................................................10
     SECTION 4.08.  TAX ALLOCATIONS.................................................................11
     SECTION 4.09.  NO OTHER AGREEMENTS.............................................................11
     SECTION 4.10.  POWERS COUPLED WITH AN INTEREST.................................................11

ARTICLE 5
     INITIAL DEPOSIT; ESTABLISHMENT OF TREASURY STOCK PURCHASE UNITS AND REESTABLISHMENT OF STOCK
     PURCHASE UNITS
     SECTION 5.01.  INITIAL DEPOSIT OF PREFERRED SECURITIES.........................................11



                                                                                                   PAGE
                                                                                                   ----
     SECTION 5.02.  ESTABLISHMENT OF TREASURY STOCK PURCHASE UNITS..................................11
     SECTION 5.03.  REESTABLISHMENT OF STOCK PURCHASE UNITS.........................................13
     SECTION 5.04.  TERMINATION EVENT...............................................................15
     SECTION 5.05.  CASH SETTLEMENT.................................................................17
     SECTION 5.06.  EARLY SETTLEMENT................................................................19
     SECTION 5.07.  APPLICATION OF PROCEEDS IN SETTLEMENT OF PURCHASE CONTRACTS.....................19
     SECTION 5.08.  TAX EVENT REDEMPTION............................................................21

ARTICLE 6
     VOTING RIGHTS - PLEDGED PREFERRED SECURITIES AND PLEDGED [SUBORDINATED] NOTES
     SECTION 6.01.  VOTING RIGHTS...................................................................22

ARTICLE 7
     RIGHTS AND REMEDIES
     SECTION 7.01.  RIGHTS AND REMEDIES OF THE COLLATERAL AGENT.....................................22
     SECTION 7.02.  SUBSTITUTION OF [SUBORDINATED] NOTES OR TREASURY PORTFOLIO......................24
     SECTION 7.03.  TAX EVENT REDEMPTION............................................................24
     SECTION 7.04.  SUBSTITUTIONS...................................................................25

ARTICLE 8
     REPRESENTATIONS AND WARRANTIES; COVENANTS
     SECTION 8.01.  REPRESENTATIONS AND WARRANTIES..................................................25
     SECTION 8.02.  COVENANTS.......................................................................26

ARTICLE 9
     THE COLLATERAL AGENT AND THE SECURITIES INTERMEDIARY
     SECTION 9.01.  APPOINTMENT, POWERS AND IMMUNITIES..............................................27
     SECTION 9.02.  INSTRUCTIONS OF THE COMPANY.....................................................28
     SECTION 9.03.  RELIANCE BY COLLATERAL AGENT AND SECURITIES INTERMEDIARY........................28
     SECTION 9.04.  RIGHTS IN OTHER CAPACITIES......................................................28
     SECTION 9.05.  NON-RELIANCE ON COLLATERAL AGENT AND SECURITIES INTERMEDIARY....................29
     SECTION 9.06.  COMPENSATION AND INDEMNITY......................................................29
     SECTION 9.07.  FAILURE TO ACT..................................................................30
     SECTION 9.08.  RESIGNATION OF COLLATERAL AGENT AND SECURITIES INTERMEDIARY.....................30


                                                    ii



                                                                                                   PAGE
                                                                                                   ----
     SECTION 9.09.  RIGHT TO APPOINT AGENT OR ADVISOR...............................................32
     SECTION 9.10.  SURVIVAL........................................................................33
     SECTION 9.11.  EXCULPATION.....................................................................33

ARTICLE 10
     AMENDMENT
     SECTION 10.01.  AMENDMENT WITHOUT CONSENT OF HOLDERS...........................................33
     SECTION 10.02.  AMENDMENT WITH CONSENT OF HOLDERS..............................................34
     SECTION 10.03.  EXECUTION OF AMENDMENTS........................................................35
     SECTION 10.04.  EFFECT OF AMENDMENTS...........................................................35
     SECTION 10.05.  REFERENCE OF AMENDMENTS........................................................35

ARTICLE 11
     MISCELLANEOUS
     SECTION 11.01.  NO WAIVER......................................................................35
     SECTION 11.02.  GOVERNING LAW..................................................................36
     SECTION 11.03.  NOTICES........................................................................36
     SECTION 11.04.  SUCCESSORS AND ASSIGNS.........................................................36
     SECTION 11.05.  COUNTERPARTS...................................................................36
     SECTION 11.06.  SEVERABILITY...................................................................36
     SECTION 11.07.  EXPENSES, ETC..................................................................37
     SECTION 11.08.  SECURITY INTEREST ABSOLUTE.....................................................37
     SECTION 11.09.  NOTICE OF TAX EVENT, TAX EVENT REDEMPTION AND TERMINATION EVENT................38




Exhibit A -       Instruction from Purchase Contract Agent to Collateral Agent
                    (Establishment of Treasury Stock Purchase Units)
Exhibit B -       Instruction from Collateral Agent to Securities Intermediary
                    (Establishment of Treasury Stock Purchase Units)
Exhibit C -       Instruction from Purchase Contract Agent to Collateral Agent
                    (Reestablishment of Stock Purchase Units)
Exhibit D -       Instruction from Collateral Agent to Securities Intermediary
                    (Reestablishment of Stock Purchase Units)
Exhibit E -       Notice of Cash Settlement from Securities Intermediary to
                  Purchase Contract Agent (Cash Settlement Amounts)


                                     iii







                                PLEDGE AGREEMENT


         PLEDGE AGREEMENT, dated as of _____________, 2001, among CINERGY
CORP., a Delaware corporation (the "COMPANY"), [          ], a _________
banking association, as collateral agent (in such capacity, together with its
successors in such capacity, the "COLLATERAL AGENT"), [           ], a
___________ banking association, as securities intermediary with respect to the
Collateral Account (in such capacity, together with its successors in such
capacity, the "SECURITIES INTERMEDIARY"), and [           ], an _________
banking corporation, as purchase contract agent and as attorney-in-fact of the
Holders from time to time of the Securities under the Purchase Contract
Agreement (in such capacity, together with its successors in such capacity, the
"PURCHASE CONTRACT AGENT").

                                    RECITALS

         The Company and the Purchase Contract Agent are parties to the Purchase
Contract Agreement dated as of the date hereof (as modified and supplemented and
in effect from time to time, the "PURCHASE CONTRACT AGREEMENT"), pursuant to
which there may be issued up to _______________________ Stock Purchase Units
(the "SECURITIES").

         Each Stock Purchase Unit, at issuance, consists of a unit comprised of
(a) a stock purchase contract (the "PURCHASE CONTRACT") under which the Holder
will purchase from the Company on the Purchase Contract Settlement Date, for an
amount equal to $[ ] (the "STATED AMOUNT"), a number of shares of Cinergy Corp.
common stock, without par value ("COMMON STOCK"), equal to the Settlement Rate,
and (b) beneficial ownership of a Preferred Security (a "PREFERRED SECURITY")
issued by CC Funding Trust I (the "TRUST"), having a liquidation amount equal to
the Stated Amount and maturing on __________, 20__.

         Pursuant to the terms of the Purchase Contract Agreement and the
Purchase Contracts, the Holders of the Securities have irrevocably authorized
the Purchase Contract Agent, as attorney-in-fact of such Holders, among other
things, to execute and deliver this Agreement on behalf of such Holders and to
grant the pledge provided herein of the Collateral Account to secure the
Obligations.

         Accordingly, the Company, the Collateral Agent, the Securities
Intermediary and the Purchase Contract Agent, on its own behalf and as
attorney-in-fact of the Holders from time to time of the Securities, agree as
follows:




                                    ARTICLE 1

                                   DEFINITIONS

         SECTION 1.01. DEFINITIONS. For all purposes of this Agreement, except
as otherwise expressly provided or unless the context otherwise requires:

         (a) the terms defined in this Article have the meanings assigned to
them in this Article and include the plural as well as the singular;

         (b) the words "HEREIN," "HEREOF" and "HEREUNDER" and other words of
similar import refer to this Agreement as a whole and not to any particular
Article, Section, Exhibit or other subdivision;

         (c) the following terms which are defined in the UCC shall have the
meanings set forth therein: "CERTIFICATED SECURITY," "CONTROL," "FINANCIAL
ASSET," "ENTITLEMENT ORDER," "SECURITIES ACCOUNT" and "SECURITY ENTITLEMENT";

         (d) the following terms have the meanings assigned to them in the
Purchase Contract Agreement: "ACT," "BANKRUPTCY CODE," "BOARD RESOLUTION,"
"BUSINESS DAY," "CASH SETTLEMENT," "CERTIFICATE," "EARLY SETTLEMENT," "EARLY
SETTLEMENT AMOUNT," "EARLY SETTLEMENT DATE," "HOLDER," "OFFICERS' CERTIFICATE,"
"OPINION OF COUNSEL," "OUTSTANDING SECURITIES," "PURCHASE CONTRACT," "PURCHASE
CONTRACT SETTLEMENT DATE," "PURCHASE PRICE," "REMARKETING AGENT," "REMARKETING
AGREEMENT," "SETTLEMENT RATE," "STOCK PURCHASE UNIT," "[SUBORDINATED] NOTES,"
"TERMINATION EVENT," "TREASURY STOCK PURCHASE UNIT," and "UNDERWRITING
AGREEMENT";

         (e) the following terms have the meanings assigned to them in the
Amended and Restated Declaration of Trust of CC Funding Trust I, of even date
herewith (the "DECLARATION"): "APPLICABLE OWNERSHIP INTEREST," "APPLICABLE
PRINCIPAL AMOUNT," "FAILED REMARKETING," "INDENTURE," "INDENTURE TRUSTEE,"
"LIQUIDATION DISTRIBUTION," "PRIMARY TREASURY DEALER," "PROPERTY TRUSTEE,"
"QUOTATION AGENT," "REDEMPTION AMOUNT," "REDEMPTION PRICE," "TAX EVENT," "TAX
EVENT REDEMPTION," "TAX EVENT REDEMPTION DATE," and "TREASURY PORTFOLIO"; and

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


                                       2



         "AGREEMENT" means this Pledge Agreement, as the same may be amended,
modified or supplemented from time to time.

         "CASH" means any coin or currency of the United States as at the time
shall be legal tender for payment of public and private debts.

         "COLLATERAL ACCOUNT" means the collective reference to:

                  (i) the securities account of [                      ], as
         Collateral Agent, maintained by the Securities Intermediary and
         designated "[              ], as Collateral Agent of Cinergy Corp., as
         pledgee of [         ], as the Purchase Contract Agent on behalf of and
         as attorney-in-fact for the Holders";

                 (ii) all investment property and other financial assets from
         time to time credited to the Collateral Account, including, without
         limitation, (A) the Preferred Securities and security entitlements
         relating thereto which are a component of the Stock Purchase Units from
         time to time, (B) the Applicable Ownership Interests (as specified in
         Clause (A) of the definition of such term) of the Holders with respect
         to the Treasury Portfolio which are a component of the Stock Purchase
         Units from time to time; (C) the [Subordinated] Notes and security
         entitlements relating thereto which are a component of the Stock
         Purchase Units from time to time, (D) any Treasury Securities and
         security entitlements relating thereto delivered from time to time upon
         establishment of Treasury Stock Purchase Units in accordance with
         Section 5.02 hereof and (E) payments made by Holders pursuant to
         Section 5.05 hereof;

                (iii) all Proceeds of any of the foregoing (whether such
         Proceeds arise before or after the commencement of any proceeding under
         any applicable bankruptcy, insolvency or other similar law, by or
         against the pledgor or with respect to the pledgor); and

                 (iv) all powers and rights now owned or hereafter acquired
         under or with respect to the Collateral Account

         ((ii), (iii) and (iv), being collectively referred to as the
"COLLATERAL").

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


                                       3



         "OBLIGATIONS" means, with respect to each Holder, the collective
reference to all obligations and liabilities of such Holder under such Holder's
Purchase Contract, the Purchase Contract Agreement, and this Agreement or any
other document made, delivered or given in connection herewith or therewith, in
each case whether on account of principal, interest (including, without
limitation, interest accruing before and after the filing of any petition in
bankruptcy, or the commencement of any insolvency, reorganization or like
proceeding, relating to such Holder, whether or not a claim for post-filing or
post-petition interest is allowed in such proceeding), fees, indemnities, costs,
expenses or otherwise (including, without limitation, all fees and disbursements
of counsel to the Company or the Collateral Agent or the Securities Intermediary
that are required to be paid by the Holder pursuant to the terms of any of the
foregoing agreements).

         "PERMITTED INVESTMENTS" means any one of the following which shall
mature not later than the next succeeding Business Day:

                  (1) any evidence of indebtedness with an original maturity of
         365 days or less issued, or directly and fully guaranteed or insured,
         by the United States of America or any agency or instrumentality
         thereof (provided that the full faith and credit of the United States
         of America is pledged in support of the timely payment thereof or such
         indebtedness constitutes a general obligation of it);

                  (2) deposits, certificates of deposit or acceptances with an
         original maturity of 365 days or less of any institution which is a
         member of the Federal Reserve System having combined capital and
         surplus and undivided profits of not less than $200.0 million at the
         time of deposit (and which may include the Collateral Agent);

                  (3) investments with an original maturity of 365 days or less
         of any Person that is fully and unconditionally guaranteed by a bank
         referred to in clause (2);

                  (4) repurchase agreements and reverse repurchase agreements
         relating to marketable direct obligations issued or unconditionally
         guaranteed by the United States Government or issued by any agency
         thereof and backed as to timely payment by the full faith and credit of
         the United States Government;

                  (5) investments in commercial paper, other than commercial
         paper issued by the Company or its affiliates, of any corporation
         incorporated under the laws of the United States or any State thereof,
         which commercial paper has


                                       4



         a rating at the time of purchase at least equal to "A-1" by Standard &
         Poor's Ratings Services ("S&P") or at least equal to "P-1" by Moody's
         Investors Service, Inc. ("MOODY'S"); and

                  (6) investments in money market funds (including, but not
         limited to, money market funds managed by the Collateral Agent or an
         affiliate of the Collateral Agent) registered under the Investment
         Company Act of 1940, as amended, rated in the highest applicable rating
         category by S&P or Moody's.

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

         "PLEDGE" means the lien and security interest created by this
Agreement.

         "PLEDGED PREFERRED SECURITIES" means the Preferred Securities and
security entitlements with respect thereto from time to time credited to the
Collateral Account and not then released from the Pledge.

         "PLEDGED [SUBORDINATED] NOTES" means [Subordinated] Notes and security
entitlements with respect thereto from time to time credited to the Collateral
Account and not then released from the Pledge.

         "PLEDGED TREASURY SECURITIES" means Treasury Securities and security
entitlements with respect thereto from time to time credited to the Collateral
Account and not then released from the Pledge.

         "PROCEEDS" has the meaning ascribed thereto in the UCC and includes,
without limitation, all interest, dividends, cash, instruments, securities,
financial assets (as defined in Section 8-102(a)(9) of the UCC) and other
property received, receivable or otherwise distributed upon the sale, exchange,
collection or disposition of any financial assets from time to time held in the
Collateral Account.

         "PURCHASE CONTRACT AGENT" has the meaning specified in the paragraph
preceding the recitals of this Agreement.

         "TRADES" means the Treasury/Reserve Automated Debt Entry System
maintained by the Federal Reserve Bank of New York pursuant to the TRADES
Regulations.


                                       5



         "TRADES REGULATIONS" means the regulations of the United States
Department of the Treasury, published at 31 C.F.R. Part 357, an amended from
time to time. Unless otherwise defined herein, all terms defined in the TRADES
Regulations are used herein as therein defined.

         "TRANSFER" means in the case of certificated securities in registered
form, delivery as provided in Section 8-301(a) of the UCC, indorsed to the
transferee or in blank by an effective endorsement; in the case of Treasury
Securities, registration of the transferee as the owner of such Treasury
Securities on TRADES; and in the case of security entitlements, including,
without limitation, security entitlements with respect to Treasury Securities,
a securities intermediary indicating by book entry that such security
entitlement has been credited to the transferee's securities account.

         "TREASURY SECURITIES" means zero-coupon U.S. treasury securities (CUSIP
No. ___________) which mature on __________________.

         "UCC" means the Uniform Commercial Code as in effect in the State of
New York from time to time.

         "VALUE" means, with respect to any item of Collateral on any date, as
to (1) Cash, the face amount thereof and (2) Treasury Securities or
[Subordinated] Notes, the aggregate principal amount thereof at maturity and (3)
the Preferred Securities, the liquidation amount thereof.



                                    ARTICLE 2

                                     PLEDGE

         SECTION 2.01. PLEDGE. Each Holder, acting through the Purchase Contract
Agent as such Holder's attorney-in-fact, hereby pledges and grants to the
Collateral Agent, as agent of and for the benefit of the Company, a continuing
first priority security interest in and to, and a lien upon and right of set-off
against, all of such Holder's right, title and interest in and to the Collateral
Account to secure the prompt and complete payment and performance when due
(whether at stated maturity, by acceleration or otherwise) of the Obligations.
The Collateral Agent shall have all of the rights, remedies and recourses with
respect to the Collateral afforded a secured party by the UCC, in addition to,
and not in limitation of, the other rights, remedies and recourses afforded to
the Collateral Agent by this Agreement.

         SECTION 2.02. CONTROL; FINANCING STATEMENT.


                                       6



         (a) The Collateral Agent shall have control of the Collateral Account
pursuant to the provisions of Article 4 of this Agreement.

         (b) Subsequent to the date of initial issuance of the Securities, the
Purchase Contract Agent shall deliver to the Collateral Agent a financing
statement prepared by the Company for filing in the Office of the Secretary of
State of the State of New York and any other jurisdictions which the Company
deems necessary, signed by the Purchase Contract Agent, as attorney-in-fact for
the Holders, as Debtors, and describing the Collateral.

         SECTION 2.03. TERMINATION. As to each Holder, this Agreement and the
Pledge created hereby shall terminate upon the satisfaction of such Holder's
Obligations. Upon such termination, the Securities Intermediary shall Transfer
such Holder's portion of the Collateral to the Purchase Contract Agent for
distribution to such Holder in accordance with his interest, free and clear of
any lien, pledge or security interest created hereby.



                                    ARTICLE 3

                       DISTRIBUTIONS ON PLEDGED COLLATERAL

         SECTION 3.01. INCOME DISTRIBUTIONS. All income distributions received
by the Securities Intermediary on account of the Preferred Securities, the
Applicable Ownership Interest (as specified in clause (A) of the definition of
such term) of the Treasury Portfolio, the [Subordinated] Notes or Permitted
Investments from time to time held in the Collateral Account shall be
distributed to the Purchase Contract Agent (ABA No. [      ], GLA No. [      ],
A/C No. [      ], Re: Cinergy Corp.) for the benefit of the applicable Holders
as provided in the Purchase Contracts or Purchase Contract Agreement.

         SECTION 3.02. PRINCIPAL PAYMENTS FOLLOWING TERMINATION EVENT. All
payments received by the Securities Intermediary following a Termination Event
of (1) the liquidation amount of Pledged Preferred Securities or securities
entitlements thereto, or (2) the Applicable Ownership Interests (as specified in
Clause (A) of the definition thereof) of the Treasury Portfolio, (3) the
aggregate principal amount of the Pledged [Subordinated] Notes or securities
entitlements thereto, or (4) the principal amount of the Pledged Treasury
Securities, shall be distributed to the Purchase Contract Agent for the benefit
of the applicable Holders for distribution to such Holders in accordance with
their respective interests.


                                       7



         SECTION 3.03. PRINCIPAL PAYMENTS PRIOR TO OR ON PURCHASE CONTRACT
SETTLEMENT DATE.

         (a) Subject to the provisions of Section 5.08 and Section 7.02, and
except as provided in clause 3.03(b) below, if no Termination Event shall have
occurred, all payments received by the Securities Intermediary of (1) the
liquidation amount with respect to the Pledged Preferred Securities or security
entitlements with respect thereto, (2) the principal amount of Applicable
Ownership Interests (as specified in Clause (A) of the definition thereof) of
the Treasury Portfolio, (3) the aggregate principal amount with respect to the
Pledged [Subordinated] Notes or security entitlements with respect thereto or
(4) the principal amount of Pledged Treasury Securities, shall be held and
invested in Permitted Investments until the Purchase Contract Settlement Date
and on the Purchase Contract Settlement Date distributed to the Company as
provided in Section 5.07 hereof. Any balance remaining in the Collateral Account
shall be distributed to the Purchase Contract Agent for the benefit of the
applicable Holders for distribution to such Holders in accordance with their
respective interests. Upon the request of the Securities Intermediary, the
Company shall instruct the Securities Intermediary as to the type of Permitted
Investments in which any payments made under this Section shall be invested,
provided, however, that if the Company fails to deliver such instructions by
10:30 a.m. (New York City time), the Securities Intermediary shall invest such
payments in the Permitted Investments described in clause (6) of the definition
of Permitted Investments.

         (b) All payments received by the Securities Intermediary of (1) the
liquidation amount of Preferred Securities or security entitlements with respect
thereto, (2) Applicable Ownership interests (as specified in Clause (A) of the
definition thereof) of the Treasury Portfolio, (3) the aggregate principal
amount with respect to the [Subordinated] Notes or security entitlements with
respect thereto or (4) the principal amount of Treasury Securities or security
entitlements with respect thereto, that, in each case, have been released from
the Pledge shall be distributed to the Purchase Contract Agent for the benefit
of the applicable Holders for distribution to such Holders in accordance with
their respective interests.

         SECTION 3.04. PAYMENTS TO PURCHASE CONTRACT AGENT. The Securities
Intermediary shall use all commercially reasonable efforts to deliver payments
to the Purchase Contract Agent hereunder to the account designated by the
Purchase Contract Agent for such purpose not later than 12:00 p.m. (New York
City time) on the Business Day such payment is received by the Securities
Intermediary; provided, however, that if such payment is received on a day that
is not a Business Day or after 11:00 a.m. (New York City time) on a Business
Day, then the Securities Intermediary


                                       8



shall use all commercially reasonable efforts to deliver such payment no later
than 10:30 a.m. (New York City time) on the next succeeding Business Day.

         SECTION 3.05. ASSETS NOT PROPERLY RELEASED. If the Purchase Contract
Agent or any Holder shall receive any principal payments on account of financial
assets credited to the Collateral Account and not released therefrom in
accordance with this Agreement, the Purchase Contract Agent or such Holder shall
hold the same as trustee of an express trust for the benefit of the Company and,
upon receipt of an Officers' Certificate of the Company so directing, promptly
deliver the same to the Securities Intermediary for credit to the Collateral
Account or to the Company for application to the Obligations of the Holders, and
the Purchase Contract Agent and Holders shall acquire no right, title or
interest in any such payments of principal amounts so received.



                                    ARTICLE 4

                                     CONTROL

         SECTION 4.01. ESTABLISHMENT OF COLLATERAL ACCOUNT. The Securities
Intermediary hereby confirms that:

         (a) the Securities Intermediary has established the Collateral
Account;

         (b) the Collateral Account is a securities account;

         (c) subject to the terms of this Agreement, the Securities
Intermediary shall identify in its records the Purchase Contract Agent as the
entitlement holder entitled to exercise the rights that comprise any financial
asset credited to the Collateral Account;

         (d) all property delivered to the Securities Intermediary pursuant to
this Agreement or the Purchase Contract Agreement will be credited promptly to
the Collateral Account;

         (e) all securities or other property underlying any financial assets
credited to the Collateral Account shall be registered in the name of the
Securities Intermediary, indorsed to the Securities Intermediary or in blank, or
credited to another securities account maintained in the name of the Securities
Intermediary, and in no case will any financial asset credited to the Collateral
Account be registered in the name of the Purchase Contract Agent or any Holder,
payable to the order of the Purchase Contract Agent or any Holder or specially
indorsed to the Purchase Contract Agent or any Holder.


                                       9



         SECTION 4.02. TREATMENT AS FINANCIAL ASSETS. Each item of property
(whether investment property, financial asset, security, instrument or cash)
credited to the Collateral Account shall be treated as a financial asset.

         SECTION 4.03. SOLE CONTROL BY COLLATERAL AGENT. Except as provided in
Section 6.01, at all times prior to the termination of the Pledge, the
Collateral Agent shall have sole control of the Collateral Account, and the
Securities Intermediary shall take instructions and directions with respect to
the Collateral Account solely from the Collateral Agent. If at any time the
Securities Intermediary shall receive an entitlement order issued by the
Collateral Agent and relating to the Collateral Account, the Securities
Intermediary shall comply with such entitlement order without further consent by
the Purchase Contract Agent or any Holder or any other Person. Until termination
of the Pledge, the Securities Intermediary will not comply with any entitlement
orders issued by the Purchase Contract Agent or any Holder.

         SECTION 4.04. SECURITIES INTERMEDIARY'S LOCATION. The Collateral
Account, and the rights and obligations of the Securities Intermediary, the
Collateral Agent, the Purchase Contract Agent and the Holders with respect
thereto, shall be governed by the laws of the State of New York. Regardless of
any provision in any other agreement, for purposes of the UCC, New York shall be
deemed to be the Securities Intermediary's location.

         SECTION 4.05. NO OTHER CLAIMS. Except for the claims and interest of
the Collateral Agent and of the Purchase Contract Agent and the Holders in the
Collateral Account, the Securities Intermediary (without making any
investigation) does not know of any claim to, or interest in, the Collateral
Account or in any financial asset credited thereto. If any Person asserts any
lien, encumbrance or adverse claim (including any writ, garnishment, judgment,
warrant of attachment, execution or similar process) against the Collateral
Account or in any financial asset carried therein, the Securities Intermediary
will promptly notify the Collateral Agent and the Purchase Contract Agent.

         SECTION 4.06. INVESTMENT AND RELEASE. All proceeds of financial assets
from time to time deposited in the Collateral Account shall be invested and
reinvested as provided in this Agreement. At all times prior to termination of
the Pledge, no property shall be released from the Collateral Account except in
accordance with this Agreement or upon written instructions of the Collateral
Agent.

         SECTION 4.07. STATEMENTS AND CONFIRMATIONS. The Securities Intermediary
will promptly send copies of all statements, confirmations and other
correspondence


                                      10



concerning the Collateral Account and any financial assets credited thereto
simultaneously to each of the Purchase Contract Agent and the Collateral Agent
at their addresses for notices under this Agreement.

         SECTION 4.08. TAX ALLOCATIONS. The Purchase Contract Agent shall report
all items of income, gain, expense and loss recognized in the Collateral
Account, to the extent such reporting is required by law, to the Internal
Revenue Service and all state and local taxing authorities under the names and
taxpayer identification numbers of the Holders which are the beneficial owners
thereof. Neither the Securities Intermediary nor the Collateral Agent shall have
any tax reporting duties hereunder.

         SECTION 4.09. NO OTHER AGREEMENTS. The Securities Intermediary has not
entered into, and prior to the termination of the Pledge will not enter into,
any agreement with any other Person relating to the Collateral Account or any
financial assets credited thereto, including, without limitation, any agreement
to comply with entitlement orders of any Person other than the Collateral Agent.

         SECTION 4.10. POWERS COUPLED WITH AN INTEREST. The rights and powers
granted in this Article 4 to the Collateral Agent have been granted in order to
perfect its security interests in the Collateral Account, are powers coupled
with an interest and will be affected neither by the bankruptcy of the Purchase
Contract Agent or any Holder nor by the lapse of time. The obligations of the
Securities Intermediary under this Article 4 shall continue in effect until the
termination of the Pledge.



                                    ARTICLE 5

       INITIAL DEPOSIT; ESTABLISHMENT OF TREASURY STOCK PURCHASE UNITS AND
                     REESTABLISHMENT OF STOCK PURCHASE UNITS

         SECTION 5.01. INITIAL DEPOSIT OF PREFERRED SECURITIES. Prior to or
concurrently with the execution and delivery of this Agreement, the Purchase
Contract Agent, on behalf of the initial Holders of the Stock Purchase Units,
shall Transfer to the Securities Intermediary, for credit to the Collateral
Account, the Preferred Securities or security entitlements relating thereto, and
the Securities Intermediary shall indicate by book-entry that a securities
entitlement to such Preferred Securities has been credited to the Collateral
Account.

         SECTION 5.02. ESTABLISHMENT OF TREASURY STOCK PURCHASE UNITS.


                                      11



         (a) So long as no Tax Event Redemption shall have occurred, and the
Trust shall not have been dissolved and liquidated, at any time prior to or on
the seventh Business Day immediately preceding the Purchase Contract Settlement
Date, a Holder of Stock Purchase Units shall have the right to establish or
reestablish Treasury Stock Purchase Units by substitution of Treasury Securities
or security entitlements with respect thereto for the Pledged Preferred
Securities comprising a part of such Holder's Stock Purchase Units in integral
multiples of 40 Stock Purchase Units by:

                  (i) Transferring to the Securities Intermediary for credit to
         the Collateral Account Treasury Securities or security entitlements
         with respect thereto having a Value equal to the aggregate liquidation
         amount of the Pledged Preferred Securities to be released, accompanied
         by a notice, substantially in the form of Exhibit C to the Purchase
         Contract Agreement, whereupon the Purchase Contract Agent shall deliver
         to the Collateral Agent a notice, substantially in the form of Exhibit
         A hereto, (A) stating that such Holder has Transferred Treasury
         Securities or security entitlements with respect thereto to the
         Securities Intermediary for credit to the Collateral Account, (B)
         stating the Value of the Treasury Securities or security entitlements
         with respect thereto Transferred by such Holder and (C) requesting that
         the Collateral Agent release from the Pledge the Pledged Preferred
         Securities that are a component of such Stock Purchase Units; and

                 (ii) delivering the related Stock Purchase Units to the
         Purchase Contract Agent.

         Upon receipt of such notice and confirmation that Treasury Securities
or security entitlements with respect thereto have been credited to the
Collateral Account as described in such notice, the Collateral Agent shall
instruct the Securities Intermediary by a notice, substantially in the form of
Exhibit B hereto, to release such Pledged Preferred Securities from the Pledge
by Transfer to the Purchase Contract Agent for distribution to such Holder, free
and clear of any lien, pledge or security interest created hereby.

         (b) If a Tax Event Redemption has occurred and the Treasury Portfolio
has become a component of the Stock Purchase Units, a Holder of Stock Purchase
Units shall not have the right to establish or reestablish Treasury Stock
Purchase Units.

         (c) If no Tax Event Redemption shall have occurred, but the Trust
shall have been dissolved and liquidated, and the [Subordinated] Notes have
become a component of the Stock Purchase Units, at any time on or prior to the
seventh Business Day immediately preceding the Purchase Contract Settlement
Date, a Holder of Stock


                                      12



Purchase Units shall have the right to substitute Treasury Securities or
security entitlements with respect thereto for the Pledged [Subordinated] Notes
comprising a part of such Holder's Stock Purchase Units in integral multiples
of 40 Stock Purchase Units by:

                  (i) Transferring to the Securities Intermediary for credit to
         the Collateral Account Treasury Securities or security entitlements
         with respect thereto having a Value equal to the aggregate principal
         amount at maturity of Pledged [Subordinated] Notes to be released,
         accompanied by a notice, substantially in the form of Exhibit C to the
         Purchase Contract Agreement, whereupon the Purchase Contract Agent
         shall deliver to the Collateral Agent a notice, substantially in the
         form of Exhibit A hereto, (A) stating that such Holder has Transferred
         Treasury Securities or security entitlements with respect thereto to
         the Securities Intermediary for credit to the Collateral Account, (B)
         stating the Value of the Treasury Securities or securities entitlements
         with respect thereto Transferred by such Holder and (C) requesting that
         the Collateral Agent release from the Pledge the Pledged [Subordinated]
         Notes that are a component of such Stock Purchase Units; and

                 (ii) delivering the related Stock Purchase Units to the
         Purchase Contract Agent.

         Upon receipt of such notice and confirmation that Treasury Securities
or security entitlements with respect thereto have been credited to the
Collateral Account as described in such notice, the Collateral Agent shall
instruct the Securities Intermediary by a notice, substantially in the form of
Exhibit B hereto, to release such Pledged [Subordinated] Notes from the Pledge
by Transfer to the Purchase Contract Agent for distribution to such Holder free
and clear of any lien, pledge or security interest created hereby.

         (d) Upon credit to the Collateral Account of Treasury Securities or
security entitlements with respect thereto delivered by a Holder of Stock
Purchase Units and receipt of the related instruction from the Collateral Agent,
the Securities Intermediary shall release the Pledged Preferred Securities or
the Pledged [Subordinated] Notes, as the case may be, and shall promptly
transfer the same to the Purchase Contract Agent for distribution to such
Holder, free and clear of any lien, pledge or security interest created hereby.

         SECTION 5.03. REESTABLISHMENT OF STOCK PURCHASE UNITS.


                                      13




          (a) So long as no Tax Event Redemption shall have occurred, and the
Trust shall not have been dissolved and liquidated, at any time on or prior to
the seventh Business Day immediately preceding the Purchase Contract Settlement
Date, a Holder of Treasury Stock Purchase Units shall have the right to
reestablish Stock Purchase Units by substitution of Preferred Securities or
security entitlements with respect thereto for Pledged Treasury Securities in
integral multiples of 40 Treasury Stock Purchase Units by:

                  (i) Transferring to the Securities Intermediary for credit to
         the Collateral Account Preferred Securities or security entitlements
         with respect thereto having a liquidation amount equal to the Value of
         the Pledged Treasury Securities to be released, accompanied by a
         notice, substantially in the form of Exhibit C to the Purchase Contract
         Agreement, whereupon the Purchase Contract Agent shall deliver to the
         Collateral Agent a notice, substantially in the form of Exhibit C
         hereto, stating that such Holder has transferred Preferred Securities
         or security entitlements with respect thereto to the Securities
         Intermediary for credit to the Collateral Account and requesting that
         the Collateral Agent release from the Pledge the Pledged Treasury
         Securities related to such Treasury Stock Purchase Units; and

                 (ii) Delivering the related Treasury Stock Purchase Units to
         the Purchase Contract Agent.

         Upon receipt of such notice and confirmation that Preferred Securities
or security entitlements thereto have been credited to the Collateral Account as
described in such notice, the Collateral Agent shall instruct the Securities
Intermediary by a notice in the form provided in Exhibit D to release such
Pledged Treasury Securities from the Pledge by Transfer to the Purchase Contract
Agent for distribution to such Holder, free and clear of any lien, pledge or
security interest created hereby.

         (b) If a Tax Event Redemption has occurred and the Treasury Portfolio
has become a component of the Stock Purchase Units, a holder of a Treasury Stock
Purchase Unit shall not have the right to reestablish a Stock Purchase Unit.

         (c) If no Tax Event Redemption shall have occurred, but the Trust
shall have been dissolved and liquidated, and the [Subordinated] Notes have
become a component of the Stock Purchase Units, at any time on or prior to the
seventh Business Day immediately preceding the Purchase Contract Settlement
Date, a Holder of Treasury Stock Purchase Units shall have the right to
reestablish Stock Purchase Units by substitution of [Subordinated] Notes or
security entitlements with respect thereto for


                                      14



Pledged Treasury Securities in integral multiples of 40 Treasury Stock Purchase
Units by:

                  (i) Transferring to the Securities Intermediary for credit to
         the Collateral Account [Subordinated] Notes or security entitlements
         with respect thereto having a principal amount equal to the Value of
         the Pledged Treasury Securities to be released, accompanied by a
         notice, substantially in the form of Exhibit C to the Purchase Contract
         Agreement, whereupon the Purchase Contract Agent shall deliver to the
         Collateral Agent a notice, substantially in the form of Exhibit C
         hereto, stating that such Holder has Transferred the [Subordinated]
         Notes or security entitlements with respect thereto to the Securities
         Intermediary for credit to the Collateral Account and requesting that
         the Collateral Agent release from the Pledge the Pledged Treasury
         Securities related to such Treasury Stock Purchase Units; and

                 (ii) delivering the related Treasury Stock Purchase Units to
         the Purchase Contract Agent.

         Upon receipt of such notice and confirmation that [Subordinated] Notes
or security entitlements with respect thereto have been credited to the
Collateral Account as described in such notice, the Collateral Agent shall
instruct the Securities Intermediary by a notice in the form provided in Exhibit
D to release such Pledged Treasury Securities from Pledge by Transfer to the
Purchase Contract Agent for distribution to such Holder, free and clear of any
lien, pledge or security interest created hereby.

         (d) Upon credit to the Collateral Account of Preferred Securities or
security entitlements with respect thereto or [Subordinated] Notes or security
entitlements with respect thereto, as the case may be, delivered by a Holder of
Treasury Stock Purchase Units and receipt of the related instruction from the
Collateral Agent, the Securities Intermediary shall release the Pledged Treasury
Securities and shall promptly transfer the same to the Purchase Contract Agent
for distribution to such Holder, free and clear of any lien, pledge or security
interest created hereby.

         SECTION 5.04. TERMINATION EVENT.

         (a) Upon receipt by the Collateral Agent of written notice from the
Company or the Purchase Contract Agent that a Termination Event has occurred,
the Collateral Agent shall release all Collateral from the Pledge and shall
promptly Transfer:

                  (i) any Pledged Preferred Securities or security entitlements
         with respect thereto or the Applicable Ownership Interest (as specified
         in clause


                                      15



         (A) of the definition of such term) of the Treasury Portfolio (if a
         Tax Event Redemption has occurred and the Treasury Portfolio has
         become a component of the Stock Purchase Units) or the Pledged
         [Subordinated] Notes (if the Trust has been dissolved and liquidated,
         and the [Subordinated] Notes or security entitlements with respect
         thereto have become a component of the Stock Purchase Units);

                 (ii) any Pledged Treasury Securities, and

                (iii) payments by Holders (or the Permitted Investments of
         such payments) pursuant to Section 5.05 hereof,

to the Purchase Contract Agent for the benefit of the Holders for distribution
to such Holders in accordance with their respective interests, free and clear of
any lien, pledge or security interest or other interest created hereby;
provided, however, if any Holder shall be entitled to receive less than $1,000
with respect to his interest in the Applicable Ownership Interest (as specified
in clause (A) of the definition of such term) of the Treasury Portfolio, the
Purchase Contract Agent shall have the right to dispose of such interest for
cash and deliver to such Holder cash in lieu of delivering the Applicable
Ownership Interest (as specified in clause (A) of the definition of such term)
of the Treasury Portfolio.

         (b) If such Termination Event shall result from the Company's becoming
a debtor under the Bankruptcy Code, and if the Collateral Agent shall for any
reason fail promptly to effectuate the release and Transfer of all Pledged
Preferred Securities, the Applicable Ownership Interest (as specified in clause
(A) of the definition of such term) of the Treasury Portfolio, the Pledged
[Subordinated] Notes, the Pledged Treasury Securities or payments by Holders (or
the Permitted Investments of such payments) pursuant to Section 5.05 hereof, as
the case may be, as provided by this Section 5.04, the Purchase Contract Agent
shall:

                  (i) use its best efforts to obtain an opinion of a nationally
         recognized law firm reasonably acceptable to the Collateral Agent to
         the effect that, as a result of the Company's being the debtor in such
         a bankruptcy case, the Collateral Agent will not be prohibited from
         releasing or Transferring the Collateral as provided in this Section
         5.04, and shall deliver such opinion to the Collateral Agent within ten
         days after the occurrence of such Termination Event, and if (A) the
         Purchase Contract Agent shall be unable to obtain such opinion within
         ten days after the occurrence of such Termination Event or (B) the
         Collateral Agent shall continue, after delivery of such opinion, to
         refuse to effectuate the release and Transfer of all Pledged Preferred
         Securities,


                                      16



         Applicable Ownership Interest (as specified in clause (A) of the
         definition of such term) of the Treasury Portfolio, all the
         Pledged [Subordinated] Notes, the Pledged Treasury Securities, the
         payments by Holders or the Permitted Investments of such payments
         pursuant to Section 5.05 hereof or the Proceeds of any of the
         foregoing, as the case may be, as provided in this Section 5.04, then
         the Purchase Contract Agent shall within fifteen days after the
         occurrence of such Termination Event commence an action or proceeding
         in the court having jurisdiction of the Company's case under the
         Bankruptcy Code seeking an order requiring the Collateral Agent to
         effectuate the release and transfer of all Pledged Preferred
         Securities, Applicable Ownership Interest (as specified in clause (A)
         of the definition of such term) of the Treasury Portfolio, all the
         Pledged [Subordinated] Notes, the Pledged Treasury Securities, or the
         payments by Holders or the Permitted Investments of such payments
         pursuant to Section 5.05 hereof, or as the case may be, as provided by
         this Section 5.04; or

                 (ii) commence an action or proceeding like that described in
         clause 5.04(b)(i) hereof within ten days after the occurrence of such
         Termination Event.

         SECTION 5.05. CASH SETTLEMENT.

         (a) Upon receipt by the Collateral Agent of (1) a notice from the
Purchase Contract Agent promptly after the receipt by the Purchase Contract
Agent of a notice from a Holder of Stock Purchase Units that such Holder has
elected, in accordance with the procedures specified in Section 5.02(a)(i) or
(d)(i) of the Purchase Contract Agreement, respectively, to effect a Cash
Settlement and (2) payment by such Holder by deposit in the Collateral Account
prior to 11:00 a.m. (New York City time) on the fifth Business Day immediately
preceding the Purchase Contract Settlement Date, in the case of a Stock Purchase
Unit, unless a Tax Event Redemption has occurred, or on the Business Day prior
to the Purchase Contract Settlement Date in the case of Treasury Stock Purchase
or a Stock Purchase Unit, if a Tax Event Redemption has occurred, of the
Purchase Price in lawful money of the United States by certified or cashier's
check or wire transfer of immediately available funds payable to or upon the
order of the Securities Intermediary, then the Collateral Agent shall:

                  (i) instruct the Securities Intermediary promptly to invest
         any such Cash in Permitted Investments;

                 (ii) release from the Pledge the Stock Purchase Unit holder's
         or the Treasury Stock Purchase Unit holder's related Pledged Preferred
         Securities,


                                      17



         Applicable Ownership Interest (as specified in clause (A) of the
         definition of such term) of the Treasury Portfolio, the Pledged
         [Subordinated] Notes or Pledged Treasury Securities, as applicable, as
         to which such Holder has elected to effect a Cash Settlement pursuant
         to this Section 5.05(a); and

                (iii) instruct the Securities Intermediary to Transfer all such
         Pledged Preferred Securities, Applicable Ownership Interest (as
         specified in clause (A) of the definition of such term) of the Treasury
         Portfolio, Pledged [Subordinated] Notes or the Pledged Treasury
         Securities, as the case may be, to the Purchase Contract Agent for the
         benefit of such Holder, in each case free and clear of the Pledge
         created hereby, for distribution to such Holder.

         Upon the request of the Securities Intermediary, the Company shall
instruct the Securities Intermediary in writing as to the type of Permitted
Investments in which any such Cash shall be invested; provided, however, that if
the Company fails to deliver such written instructions by 10:30 a.m. (New York
City time), the Securities Intermediary shall invest such Cash in the Permitted
Investments described in clause (6) of the definition of Permitted Investments.

         Upon receipt of the proceeds upon the maturity of the Permitted
Investments on the Purchase Contract Settlement Date, the Collateral Agent shall
(A) instruct the Securities Intermediary to pay the portion of such proceeds and
deliver any certified or cashier's checks received, in an aggregate amount equal
to the Purchase Price, to the Company on the Purchase Contract Settlement Date,
and (B) instruct the Securities Intermediary to release any amounts in excess of
the Purchase Price earned from such Permitted Investments to the Purchase
Contract Agent for distribution to such Holder.

          (b) If a Holder of Stock Purchase Units (if a Tax Event Redemption
shall not have occurred) notifies the Purchase Contract Agent as provided in
paragraph 5.02(a)(i) of the Purchase Contract Agreement of its intention to pay
the Purchase Price in cash, but fails to make such payment as required by
paragraph 5.02(a)(ii) of the Purchase Contract Agreement, such Holder shall be
deemed to have consented to the disposition of such Holder's Pledged Preferred
Securities or Pledged [Subordinated] Notes in accordance with paragraph
5.02(a)(iii) of the Purchase Contract Agreement.

          (c) If a Holder of a Treasury Stock Purchase Unit or a Holder of Stock
Purchase Unit (if a Tax Event Redemption shall have occurred) notifies the
Purchase Contract Agent as provided in paragraph 5.02(d)(i) of the Purchase
Contract Agreement of its intention to pay the Purchase Price in cash, but fails
to make such payment as required by paragraph 5.02(d)(ii) of the Purchase
Contract Agreement,


                                      18



such Holder shall be deemed to have elected to pay the Purchase Price in
accordance with paragraph 5.02(d)(iii) of the Purchase Contract Agreement.

         (d) As soon as practicable after 11:00 a.m. (New York City time) on
the fifth Business Day immediately preceding the Purchase Contract Settlement
Date, the Securities Intermediary shall deliver to the Purchase Contract Agent a
notice, substantially in the form of Exhibit E hereto, stating (i) the amount of
cash that it has received with respect to the Cash Settlement of Stock Purchase
Units and (ii) the amount of cash that it has received with respect to the Cash
Settlement of Treasury Stock Purchase Units.

         SECTION 5.06. EARLY SETTLEMENT. Upon receipt by the Collateral Agent of
a notice from the Purchase Contract Agent that a Holder of Securities has
elected to effect Early Settlement of its obligations under the Purchase
Contracts forming a part of such Securities in accordance with the terms of the
Purchase Contracts and Section 5.07 of the Purchase Contract Agreement (which
notice shall set forth the number of such Purchase Contracts as to which such
Holder has elected to effect Early Settlement), and that the Purchase Contract
Agent has received from such Holder, and paid to the Company as confirmed in
writing by the Company, the related Early Settlement Amounts pursuant to the
terms of the Purchase Contracts and the Purchase Contract Agreement and that all
conditions to such Early Settlement have been satisfied, then the Collateral
Agent shall release from the Pledge, (1) Pledged Preferred Securities or the
appropriate Applicable Ownership Interest (as specified in clause (A) of the
definitions at such term) of the Treasury Portfolio or Pledged [Subordinated]
Notes in the case of a Holder of Stock Purchase Units or (2) Pledged Treasury
Securities, in the case of a Holder of Treasury Stock Purchase Units, with a
Value equal to the product of (x) the Stated Amount times (y) the number of
Purchase Contracts as to which such Holder has elected to effect Early
Settlement, and shall instruct the Securities Intermediary to Transfer all such
Pledged Preferred Securities or the appropriate Applicable Ownership Interest
(as specified in clause (A) of the definitions at such term) of the Treasury
Portfolio or Pledged [Subordinated] Notes or Pledged Treasury Securities, as the
case may be, to the Purchase Contract Agent for the benefit of such Holder, in
each case free and clear of the Pledge created hereby, for distribution to such
Holder. A Treasury Stock Purchase Unit holder may settle early only in integral
multiples of 40 Purchase Contracts.

         SECTION 5.07. APPLICATION OF PROCEEDS IN SETTLEMENT OF PURCHASE
CONTRACTS.

         (a) If a Holder of Stock Purchase Units (if a Tax Event Redemption has
not occurred) has not elected to make an effective Cash Settlement by notifying
the


                                      19



Purchase Contract Agent in the manner provided for in Section 5.02(a)(i) in the
Purchase Contract Agreement, or has given such notice but failed to deliver the
required cash prior to 11:00 a.m. (New York City time) on the fifth Business
Day immediately preceding the Purchase Contract Settlement Date, such Holder
shall be deemed to have elected to pay for the shares of Common Stock to be
issued under such Purchase Contracts from the Proceeds of the remarketing of
the related Pledged Preferred Securities or Pledged [Subordinated] Notes. Upon
written notice of such event from the Purchase Contract Agent, the Collateral
Agent shall instruct the Securities Intermediary to Transfer the related
Pledged Preferred Securities or Pledged [Subordinated] Notes to the Remarketing
Agent for remarketing. Upon receiving such Pledged Preferred Securities or
Pledged [Subordinated] Notes, the Remarketing Agent, pursuant to the terms of
the Remarketing Agreement, will use reasonable efforts to remarket such Pledged
Preferred Securities or Pledged [Subordinated] Notes. The Remarketing Agent
will deposit the Proceeds of such remarketing (less $[0.0625] per each
Preferred Security remarketed, which shall be retained by the Remarketing Agent
as a fee for its services in the Remarketing) in the Collateral Account, and
the Securities Intermediary shall invest the Proceeds of the remarketing in
Permitted Investments in clause (6) of the definition of Permitted Investments.
On the Purchase Contract Settlement Date, the Purchase Contract Agent shall
give written direction to the Collateral Agent specifying the instruction the
Collateral Agent shall give to the Securities Intermediary in order to apply a
portion of the Proceeds from such remarketing equal to the aggregate
liquidation amount of the Preferred Securities or aggregate principal amount of
such Pledged [Subordinated] Note to satisfy in full such Holder's obligations
to pay the Purchase Price to purchase the shares of Common Stock under the
related Purchase Contracts and the balance of the Proceeds from the
remarketing, if any, that shall be transferred to the Purchase Contract Agent
for the benefit of such Holder for distribution to such Holder.

         If the Remarketing Agent advises the Collateral Agent in writing that
there has been a Failed Remarketing, thus resulting in an event of default under
the Purchase Contract Agreement and hereunder, the Collateral Agent, for the
benefit of the Company shall, at the written direction of the Company, use
commercially reasonable efforts to dispose of the Pledged Preferred Securities
or Pledged [Subordinated] Notes in accordance with applicable law and apply the
proceeds from such disposition towards such Holder's obligations to pay the
Purchase Price for the shares of Common Stock.

          (b) If a Holder of a Treasury Stock Purchase Unit or a Holder of Stock
Purchase Unit (if a Tax Event Redemption has occurred) has not elected to make
an effective Cash Settlement by notifying the Purchase Contract Agent in the
manner provided for in Section 5.02(d)(i) of the Purchase Contract Agreement, or
has given


                                      20



such notice but failed to make such payment in the manner required by Section
5.02(d)(ii) of the Purchase Contract Agreement, such Holder shall be deemed to
have elected to pay for the shares of Common Stock to be issued under such
Purchase Contracts from the Proceeds of the related Pledged Treasury Securities
or such Applicable Ownership Interest (as specified in clause (A) of the
definition of such term) of the Treasury Portfolio, as the case may be.
Promptly, after 11:00 a.m. (New York City time) on the Business Day immediately
prior to the Purchase Contract Settlement Date, the Securities Intermediary
shall invest the Cash Proceeds of the maturing Pledged Treasury Securities or
such Applicable Ownership Interest (as specified in clause (A) of the
definition of such term) of the Treasury Portfolio, as the case may be, in
Permitted Investments in clause 6 of the definition of Permitted Investments,
unless prior to 10:30 a.m. (New York City time), the Company shall otherwise
instruct the Securities Intermediary as to the type of Permitted Investments in
which any such Cash Proceeds shall be invested. Without receiving any
instruction from any such Holder, the Collateral Agent shall apply the Proceeds
of the related Pledged Treasury Securities or such Applicable Ownership
Interest (as specified in clause (A) of the definition of such term) of the
Treasury Portfolio, as the case may be, to the settlement of such Purchase
Contracts on the Purchase Contract Settlement Date. In the event the sum of the
Proceeds from the related Pledged Treasury Securities or such Applicable
Ownership Interest (as specified in clause (A) of the definition of such term)
of the Treasury Portfolio as the case may be, and the investment earnings from
the investment in Permitted Investments exceeds the aggregate Purchase Price of
the Purchase Contracts being settled thereby, the Collateral Agent shall
instruct the Securities Intermediary to distribute such excess, when received,
to the Purchase Contract Agent for the benefit of such Holder for distribution
to such Holder.

         SECTION 5.08. TAX EVENT REDEMPTION. If the Securities Intermediary
receives written notice that a Tax Event Redemption has occurred prior to the
Purchase Contract Settlement Date, the Securities Intermediary shall apply the
Redemption Amount to purchase the Treasury Portfolio and the Securities
Intermediary shall credit the Applicable Ownership Interest (as specified in
clause (A) of the definition of such term) of the Treasury Portfolio to the
Collateral Account and shall transfer the Applicable Ownership Interest (as
specified in clause (B) of the definition of such term) of the Treasury
Portfolio to the Purchase Contract Agent for distribution to the Holders of the
Stock Purchase Units. Upon credit to the Collateral Account of the Applicable
Ownership Interest (as specified in clause (A) of the definition of such term)
of the Treasury Portfolio having a Value equal to the liquidation amount of the
Pledged Preferred Securities or the aggregate principal amount of the Pledged
[Subordinated] Notes, the Securities Intermediary shall release the Pledged
Preferred Securities or the Pledged [Subordinated] Notes, as applicable, from
the Collateral Account and shall


                                      21



promptly transfer the Pledged Preferred Securities to the Trust and the Pledged
[Subordinated] Notes to the Company, as applicable.



                                    ARTICLE 6

             VOTING RIGHTS - PLEDGED PREFERRED SECURITIES AND PLEDGED
                               [SUBORDINATED] NOTES

         SECTION 6.01. VOTING RIGHTS. The Purchase Contract Agent may exercise,
or refrain from exercising, any and all voting and other consensual rights
pertaining to the Pledged Preferred Securities or the Pledged [Subordinated]
Notes or any part thereof for any purpose not inconsistent with the terms of
this Agreement and in accordance with the terms of the Purchase Contract
Agreement; provided, that the Purchase Contract Agent shall not exercise or
shall not refrain from exercising such right, as the case may be, if, in the
judgment of the Purchase Contract Agent, such action would impair or otherwise
have a material adverse effect on the value of all or any of the Pledged
Preferred Securities or the Pledged [Subordinated] Notes; and provided, further,
that the Purchase Contract Agent shall give the Company and the Collateral Agent
at least five Business Days' prior written notice of the manner in which it
intends to exercise, or its reasons for refraining from exercising, any such
right. Upon receipt of any notices and other communications in respect of any
Pledged Preferred Securities or the Pledged [Subordinated] Notes, including
notice of any meeting at which holders of the Preferred Securities or the
[Subordinated] Notes are entitled to vote or solicitation of consents, waivers
or proxies of holders of the Preferred Securities or [Subordinated] Notes, the
Collateral Agent shall use reasonable efforts to send promptly to the Purchase
Contract Agent such notice or communication, and as soon as reasonably
practicable after receipt of a written request therefor from the Purchase
Contract Agent, execute and deliver to the Purchase Contract Agent such proxies
and other instruments in respect of such Pledged Preferred Securities or the
Pledged [Subordinated] Notes (in form and substance satisfactory to the
Collateral Agent) as are prepared by the Purchase Contract Agent with respect to
the Pledged Preferred Securities or the Pledged [Subordinated] Notes.




                                      22



                                    ARTICLE 7

                               RIGHTS AND REMEDIES


         SECTION 7.1.  RIGHTS AND REMEDIES OF THE COLLATERAL AGENT.

         (a) In addition to the rights and remedies specified in Section 5.07
hereof or otherwise available at law or in equity, after an event of default (as
specified in Section 7.01(b) below) hereunder, the Collateral Agent shall have
all of the rights and remedies with respect to the Collateral of a secured party
under the UCC (whether or not the UCC is in effect in the jurisdiction where the
rights and remedies are asserted) and the TRADES Regulations and such additional
rights and remedies to which a secured party is entitled under the laws in
effect in any jurisdiction where any rights and remedies hereunder may be
asserted. Without limiting the generality of the foregoing, such remedies may
include, to the extent permitted by applicable law, (1) retention of the Pledged
Preferred Securities, Pledged [Subordinated] Notes, Pledged Treasury Securities
or the appropriate Applicable Ownership Interest (as specified in clause (A) of
the definition of such term) in full satisfaction of the Holders' obligations
under the Purchase Contracts and the Purchase Contract Agreement or (2) sale of
the Pledged Preferred Securities, Pledged [Subordinated] Notes, Pledged Treasury
Securities or the appropriate Applicable Ownership Interest (as specified in
clause (A) of the definition of such term) in one or more public or private
sales.

         (b) Without limiting any rights or powers otherwise granted by this
Agreement to the Collateral Agent, in the event the Collateral Agent is unable
to make payments to the Company on account of the appropriate Applicable
Ownership Interest (as specified in clause (A) of the definition of such term)
of the Treasury Portfolio, or on account of principal payments of any Pledged
Treasury Securities as provided in Article 3 hereof, in satisfaction of the
Obligations of the Holder of the Stock Purchase Units (if a Tax Event Redemption
has occurred) of which such appropriate Applicable Ownership Interest (as
specified in clause (A) of the definition of such term) of the Treasury
Portfolio or the Holder of the Treasury Stock Purchase Units of which such
Pledged Treasury Securities, as applicable, is a part under the related Purchase
Contracts, the inability to make such payments shall constitute an event of
default hereunder and the Collateral Agent shall have and may exercise, with
reference to such Pledged Treasury Securities or the appropriate Applicable
Ownership Interest (as specified in clause (A) of the definition of such term)
of the Treasury Portfolio, as applicable, any and all of the rights and remedies
available to a secured party under the UCC and the TRADES Regulations after
default by a debtor, and as otherwise granted herein or under any other law.

                                      23



         (c) Without limiting any rights or powers otherwise granted by this
Agreement to the Collateral Agent, the Collateral Agent is hereby irrevocably
authorized to receive and collect all payments of (i) the liquidation amount of
the Pledged Preferred Securities, (ii) the principal amount of the Pledged
[Subordinated] Notes, (iii) the principal amount of the Pledged Treasury
Securities and (iv) the principal amount of the Applicable Ownership Interest
(as specified in clause (A) of the definition of such term) of the Treasury
Portfolio, subject, in each case, to the provisions of Section 3 hereof, and as
otherwise granted herein.

         (d) The Purchase Contract Agent and each Holder of Securities agrees
that, from time to time, upon the written request of the Collateral Agent or the
Purchase Contract Agent, such Holder shall execute and deliver such further
documents and do such other acts and things as the Collateral Agent may
reasonably request in order to maintain the Pledge, and the perfection and
priority thereof, and to confirm the rights of the Collateral Agent hereunder.
The Purchase Contract Agent shall have no liability to any Holder for executing
any documents or taking any such acts requested by the Collateral Agent
hereunder, except for liability for its own negligent acts, its own negligent
failure to act or its own willful misconduct.

         SECTION 7.2. SUBSTITUTION OF [SUBORDINATED] NOTES OR TREASURY
PORTFOLIO. If the Trust shall have been dissolved and liquidated prior to the
Purchase Contract Settlement Date, the Securities Intermediary shall transfer to
the Collateral Agent [Subordinated] Notes having a Value equal to the
liquidation amount of the Pledged Preferred Securities for credit to the
Collateral Account. Upon credit to the Collateral Account of such [Subordinated]
Notes, the Collateral Agent shall release the Pledged Preferred Securities from
the Collateral Account and shall promptly transfer the same to the Trust.

         Notwithstanding the foregoing, in the event of a dissolution and
liquidation of the Trust, if a Liquidation Distribution is to be distributed in
lieu of the [Subordinated] Notes as provided for in the Declaration, the
Liquidation Distribution shall be credited to the Collateral Account by the
Property Trustee, on or prior to 12:30 p.m., New York City time on the date of
distribution of the Liquidation Distribution, by federal funds check or wire
transfer of immediately available funds. The Collateral Agent is hereby
authorized to present the Pledged Preferred Securities for payment as may be
required by their terms. Upon receipt of such funds, the Pledged Preferred
Securities shall be released from the Collateral Account. In the event such
funds are credited to the Collateral Account, the Collateral Agent, at the
written direction of the Company, shall instruct the Securities Intermediary to
(a) apply an amount equal to the Redemption Amount of such Liquidation
Distribution to purchase the Treasury Portfolio from the Quotation Agent for
credit to the Collateral Account and (b) promptly remit


                                      24



the remaining portion of such Liquidation Distribution, if any, to the
Purchase Contract Agent for payment to the Holders of Stock Purchase Units.

         SECTION 7.3. TAX EVENT REDEMPTION. Upon the occurrence of a Tax Event
Redemption prior to the Purchase Contract Settlement Date, the Redemption
Amount, plus any accumulated and unpaid distributions, or any accrued and unpaid
interest, as the case may be, payable on the Tax Event Redemption Date with
respect to the Applicable Principal Amount shall be credited to the Collateral
Account by the Property Trustee or, in case there has been a dissolution of the
Trust and the distribution of the related [Subordinated] Notes, by the Indenture
Trustee, on or prior to 12:30 p.m., New York City time on such Tax Event
Redemption Date, by federal funds check or wire transfer of immediately
available funds. The Collateral Agent is hereby authorized to present the
Pledged Preferred Securities or the Pledged [Subordinated] Notes for payment as
may be required by their respective terms. Upon receipt of such funds, the
Pledged Preferred Securities or Pledged [Subordinated] Notes, as the case may
be, shall be released from the Collateral Account. In the event such funds are
credited to the Collateral Account, the Collateral Agent, at the written
direction of the Company, shall instruct the Securities Intermediary to (a)
apply an amount equal to the Redemption Amount of such funds to purchase the
Treasury Portfolio from the Quotation Agent for credit to the Collateral Account
and (b) promptly remit the remaining portion of such funds, if any, to the
Purchase Contract Agent for payment to the Holders of Stock Purchase Units.

         SECTION 7.4. SUBSTITUTIONS. Whenever a Holder has the right to
substitute Treasury Securities, Preferred Securities, [Subordinated] Notes or
security entitlements for any of them or the appropriate Applicable Ownership
Interest of the Treasury Portfolio, as the case may be, for financial assets
held in the Collateral Account, such substitution shall not constitute a
novation of the security interest created hereby.







                                      25



                                    ARTICLE 8

                    REPRESENTATIONS AND WARRANTIES; COVENANTS


         SECTION 8.1. REPRESENTATIONS AND WARRANTIES. Each Holder from time to
time, acting through the Purchase Contract Agent as attorney-in-fact (it being
understood that the Purchase Contract Agent shall not be liable for any
representation or warranty made by or on behalf of a Holder), hereby represents
and warrants to the Collateral Agent (with respect to such Holder's interest in
the Collateral), which representations and warranties shall be deemed repeated
on each day a Holder Transfers Collateral that:

         (a) such Holder has the power to grant a security interest in and
lien on the Collateral;

         (b) such Holder is the sole beneficial owner of the Collateral and, in
the case of Collateral delivered in physical form, is the sole holder of such
Collateral and is the sole beneficial owner of, or has the right to Transfer,
the Collateral it Transfers to the Securities Intermediary for credit to the
Collateral Account, free and clear of any security interest, lien, encumbrance,
call, liability to pay money or other restriction other than the security
interest and lien granted under Article 2 hereof;

         (c) upon the Transfer of the Collateral to the Securities Intermediary
for credit to the Collateral Account, the Collateral Agent, for the benefit of
the Company, will have a valid and perfected first priority security interest
therein (assuming that any central clearing operation or any securities
intermediary or other entity not within the control of the Holder involved in
the Transfer of the Collateral, including the Collateral Agent and the
Securities Intermediary, gives the notices and takes the action required of it
hereunder and under applicable law for perfection of that interest and assuming
the establishment and exercise of control pursuant to Article 4 hereof); and

         (d) the execution and performance by the Holder of its obligations
under this Agreement will not result in the creation of any security interest,
lien or other encumbrance on the Collateral other than the security interest and
lien granted under Article 2 hereof or violate any provision of any existing law
or regulation applicable to it or of any mortgage, charge, pledge, indenture,
contract or undertaking to which it is a party or which is binding on it or any
of its assets.

         SECTION 8.2. COVENANTS. The Holders from time to time, acting through
the Purchase Contract Agent as their attorney-in-fact (it being understood that
the Purchase Contract Agent shall not be liable for any covenant made by or on
behalf of a


                                      26



Holder), hereby covenant to the Collateral Agent that for so long as the
Collateral remains subject to the Pledge:

         (a) neither the Purchase Contract Agent nor such Holders will create
or purport to create or allow to subsist any mortgage, charge, lien, pledge or
any other security interest whatsoever over the Collateral or any part of it
other than pursuant to this Agreement; and

         (b) neither the Purchase Contract Agent nor such Holders will sell or
otherwise dispose (or attempt to dispose) of the Collateral or any part of it
except for the beneficial interest therein, subject to the Pledge hereunder,
transferred in connection with the Transfer of the Securities.



                                    ARTICLE 9

              THE COLLATERAL AGENT AND THE SECURITIES INTERMEDIARY

         It is hereby agreed as follows:

         SECTION 9.1. APPOINTMENT, POWERS AND IMMUNITIES. The Collateral Agent
and Securities Intermediary shall act as agent for the Company hereunder with
such powers as are specifically vested in the Collateral Agent and Securities
Intermediary by the terms of this Agreement, together with such other powers as
are reasonably incidental thereto. The Collateral Agent and Securities
Intermediary shall:

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

         (b) not be responsible for any recitals contained in this Agreement,
or in any certificate or other document referred to or provided for in, or
received by it under, this Agreement, the Securities or the Purchase Contract
Agreement, or for the value, validity, effectiveness, genuineness,
enforceability or sufficiency of this Agreement (other than as against the
Collateral Agent and Securities Intermediary), the Securities or the Purchase
Contract Agreement or any other document referred to or provided for herein or
therein or for any failure by the Company or any other Person (except the
Collateral Agent and Securities Intermediary) to perform any of its obligations


                                      27



hereunder or thereunder or for the perfection, priority or, except as expressly
required hereby, maintenance of any security interest created hereunder;

         (c) not be required to initiate or conduct any litigation or
collection proceedings hereunder (except pursuant to directions furnished under
Section 9.02 hereof, subject to Section 9.06 hereof);

         (d) not be responsible for any action taken or omitted to be taken by
it hereunder or under any other document or instrument referred to or provided
for herein or in connection herewith or therewith, except for its own negligence
or willful misconduct; and

         (e) not be required to advise any party as to selling or retaining, or
taking or refraining from taking any action with respect to, any securities or
other property deposited hereunder.

Subject to the foregoing, during the term of this Agreement, the Collateral
Agent shall take all reasonable action in connection with the safekeeping and
preservation of the Collateral hereunder.

         No provision of this Agreement shall require the Collateral Agent or
Securities Intermediary to expend or risk its own funds or otherwise incur any
financial liability in the performance of any of its duties hereunder. In no
event shall the Collateral Agent or Securities Intermediary be liable for any
amount in excess of the Value of the Collateral. Notwithstanding the foregoing,
each of the Collateral Agent and the Securities Intermediary in its individual
capacity hereby waives any right of setoff, bankers' lien, liens or perfection
rights as securities intermediary or any counterclaim with respect to any of the
Collateral.

         SECTION 9.2. INSTRUCTIONS OF THE COMPANY. The Company shall have the
right, by one or more written instruments executed and delivered to the
Collateral Agent, to direct the time, method and place of conducting any
proceeding for the realization of any right or remedy available to the
Collateral Agent, or of exercising any power conferred on the Collateral Agent,
or to direct the taking or refraining from taking of any action authorized by
this Agreement; provided, however, that (i) such direction shall not conflict
with the provisions of any law or of this Agreement and (ii) the Collateral
Agent shall be adequately indemnified as provided herein. Nothing contained in
this Section 9.02 shall impair the right of the Collateral Agent in its
discretion to take any action or omit to take any action which it deems proper
and which is not inconsistent with such direction.


                                      28



         SECTION 9.3. RELIANCE BY COLLATERAL AGENT AND SECURITIES INTERMEDIARY.
Each of the Securities Intermediary and the Collateral Agent shall be entitled
to rely upon any certification, order, judgment, opinion, notice or other
written communication (including, without limitation, any thereof by e-mail or
similar electronic means, telecopy, telex or facsimile) 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) and consult with and rely upon advice, opinions and
statements of legal counsel and other experts selected by the Collateral Agent
and the Securities Intermediary. As to any matters not expressly provided for by
this Agreement, the Collateral Agent and the Securities Intermediary shall in
all cases be fully protected in acting, or in refraining from acting, hereunder
in accordance with instructions given by the Company in accordance with this
Agreement.

         SECTION 9.4. RIGHTS IN OTHER CAPACITIES. The Collateral Agent and the
Securities Intermediary and their affiliates may (without having to account
therefor to the Company) accept deposits from, lend money to, make their
investments in and generally engage in any kind of banking, trust or other
business with the Purchase Contract Agent, any other Person interested herein
and any Holder of Securities (and any of their respective subsidiaries or
affiliates) as if it were not acting as the Collateral Agent or the Securities
Intermediary, as the case may be, and the Collateral Agent, the Securities
Intermediary and their affiliates may accept fees and other consideration from
the Purchase Contract Agent and any Holder of Securities without having to
account for the same to the Company; provided that each of the Securities
Intermediary and the Collateral Agent covenants and agrees with the Company that
it shall not accept, receive or permit there to be created in favor of itself
and shall take no affirmative action to permit there to be created in favor of
any other Person, any security interest, lien or other encumbrance of any kind
in or upon the Collateral other than the lien created by the Pledge.

         SECTION 9.5. NON-RELIANCE ON COLLATERAL AGENT AND SECURITIES
INTERMEDIARY. Neither the Securities Intermediary nor the Collateral Agent shall
be required to keep itself informed as to the performance or observance by the
Purchase Contract Agent or any Holder of Securities of this Agreement, the
Purchase Contract Agreement, the Securities or any other document referred to or
provided for herein or therein or to inspect the properties or books of the
Purchase Contract Agent or any Holder of Securities. Neither the Collateral
Agent nor the Securities Intermediary shall have any duty or responsibility to
provide the Company with any credit or other information concerning the affairs,
financial condition or business of the Purchase Contract Agent or any Holder of
Securities (or any of their respective affiliates) that may come into the
possession of the Collateral Agent or the Securities Intermediary or any of
their respective affiliates.

         SECTION 9.6. COMPENSATION AND INDEMNITY. The Company agrees to:


                                      29



         (a) pay the Collateral Agent and the Securities Intermediary from time
to time such compensation as shall be agreed in writing between the Company and
the Collateral Agent or the Securities Intermediary, as the case may be, for all
services rendered by them hereunder;

         (b) indemnify and hold harmless the Collateral Agent, the Securities
Intermediary and each of their respective directors, officers, agents and
employees (collectively, the "INDEMNITEES"), harmless from and against any and
all claims, liabilities, losses, damages, fines, penalties and expenses
(including reasonable fees and expenses of counsel) (collectively, "Losses" and
individually, a "LOSS") that may be imposed on, incurred by, or asserted
against, the Indemnitees or any of them for following any instructions or other
directions upon which either the Collateral Agent or the Securities Intermediary
is entitled to rely pursuant to the terms of this Agreement; and

         (c) in addition to and not in limitation of paragraph (b) immediately
above, indemnify and hold the Indemnitees and each of them harmless from and
against any and all Losses that may be imposed on, incurred by or asserted
against, the Indemnitees or any of them in connection with or arising out of the
Collateral Agent's or the Securities Intermediary's acceptance or performance of
its powers and duties under this Agreement, provided the Collateral Agent or the
Securities Intermediary has not acted with negligence or engaged in willful
misconduct or bad faith with respect to the specific Loss against which
indemnification is sought.

         SECTION 9.7. FAILURE TO ACT. In the event of any ambiguity in the
provisions of this Agreement or any dispute between or conflicting claims by or
among the parties hereto or any other Person with respect to any funds or
property deposited hereunder, then at its sole option, each of the Collateral
Agent and the Securities Intermediary shall be entitled, after prompt notice to
the Company and the Purchase Contract Agent, to refuse to comply with any and
all claims, demands or instructions with respect to such property or funds so
long as such dispute or conflict shall continue, and the Collateral Agent and
the Securities Intermediary 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 Collateral Agent and the Securities
Intermediary shall be entitled to refuse to act until either:

         (a) 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 satisfactory to the
Collateral Agent or the Securities Intermediary; or


                                      30



         (b) the Collateral Agent or the Securities Intermediary shall have
received security or an indemnity satisfactory to it sufficient to save it
harmless from and against any and all loss, liability or reasonable
out-of-pocket expense which it may incur by reason of its acting.

The Collateral Agent and the Securities Intermediary may in addition elect to
commence an interpleader action or seek other judicial relief or orders as the
Collateral Agent or the Securities Intermediary may deem necessary.
Notwithstanding anything contained herein to the contrary, neither the
Collateral Agent nor the Securities Intermediary shall be required to take any
action that is in its opinion contrary to law or to the terms of this Agreement,
or which would in its opinion subject it or any of its officers, employees or
directors to liability.

         SECTION 9.8. RESIGNATION OF COLLATERAL AGENT AND SECURITIES
INTERMEDIARY.

         (a) Subject to the appointment and acceptance of a successor
Collateral Agent as provided below:

             (i)   the Collateral Agent may resign at any time by giving notice
         thereof to the Company and the Purchase Contract Agent as
         attorney-in-fact for the Holders of Securities;

             (ii)  the Collateral Agent may be removed at any time by the
         Company; and

             (iii) if the Collateral Agent fails to perform any of its
         material obligations hereunder in any material respect for a period of
         not less than 20 days after receiving written notice of such failure by
         the Purchase Contract Agent and such failure shall be continuing, the
         Collateral Agent may be removed by the Purchase Contract Agent, acting
         at the direction of the Holders of Securities.

The Purchase Contract Agent shall promptly notify the Company of any removal of
the Collateral Agent pursuant to clause (iii) of the immediately preceding
sentence. Upon any such resignation or removal, the Company shall have the right
to appoint a successor Collateral Agent. If no successor Collateral Agent shall
have been so appointed and shall have accepted such appointment within 30 days
after the retiring Collateral Agent's giving of notice of resignation or the
Company or the Purchase Contract Agent giving notice of such removal, then the
retiring Collateral Agent may petition any court of competent jurisdiction for
the appointment of a successor


                                      31



Collateral Agent. The Collateral Agent shall be a bank or a national banking
association which has an office (or an agency office) in New York City with a
combined capital and surplus of at least $50,000,000 and shall not be the
Purchase Contract Agent or any of its affiliates. Upon the acceptance of any
appointment as Collateral Agent hereunder by a successor Collateral Agent,
such successor Collateral Agent shall thereupon succeed to and become vested
with all the rights, powers, privileges and duties of the retiring Collateral
Agent, and the retiring Collateral Agent shall take all appropriate action to
transfer any money and property held by it hereunder (including the
Collateral) to such successor Collateral Agent. The retiring Collateral Agent
shall, upon such succession, be discharged from its duties and obligations as
Collateral Agent hereunder. After any retiring Collateral Agent's resignation
hereunder as Collateral Agent, the provisions of this Article 9 shall continue
in effect for its benefit in respect of any actions taken or omitted to be
taken by it while it was acting as the Collateral Agent.

         (b) Subject to the appointment and acceptance of a successor
Securities Intermediary as provided below:

             (i)   the Securities Intermediary may resign at any time by giving
         notice thereof to the Company and the Purchase Contract Agent as
         attorney-in-fact for the Holders of Securities;

             (ii)  the Securities Intermediary may be removed at any time by
         the Company; and

             (iii) if the Securities Intermediary fails to perform any of its
         material obligations hereunder in any material respect for a period of
         not less than 20 days after receiving written notice of such failure by
         the Purchase Contract Agent and such failure shall be continuing, the
         Securities Intermediary may be removed by the Purchase Contract Agent.

The Purchase Contract Agent shall promptly notify the Company of any removal of
the Securities Intermediary pursuant to clause (iii) of the immediately
preceding sentence. Upon any such resignation or removal, the Company shall have
the right to appoint a successor Securities Intermediary. If no successor
Securities Intermediary shall have been so appointed and shall have accepted
such appointment within 30 days after the retiring Securities Intermediary's
giving of notice of resignation or the Company or the Purchase Contract Agent
giving notice of such removal, then the retiring Securities Intermediary may
petition any court of competent jurisdiction for the appointment of a successor
Securities Intermediary. The Securities Intermediary shall be a bank or a
national banking association which has an office (or an agency office) in New
York


                                      32



City with a combined capital and surplus of at least $50,000,000 and shall not
be the Purchase Contract Agent or any of its affiliates. Upon the acceptance
of any appointment as Securities Intermediary hereunder by a successor
Securities Intermediary, such successor Securities Intermediary shall
thereupon succeed to and become vested with all the rights, powers, privileges
and duties of the retiring Securities Intermediary, and the retiring
Securities Intermediary shall take all appropriate action to transfer any
money and property held by it hereunder (including the Collateral) to such
successor Securities Intermediary. The retiring Securities Intermediary shall,
upon such succession, be discharged from its duties and obligations as
Securities Intermediary hereunder. After any retiring Securities
Intermediary's resignation hereunder as Securities Intermediary, the
provisions of this Article 9 shall continue in effect for its benefit in
respect of any actions taken or omitted to be taken by it while it was acting
as the Securities Intermediary.

         SECTION 9.9. RIGHT TO APPOINT AGENT OR ADVISOR. The Collateral Agent
shall have the right to appoint agents or advisors in connection with any of its
duties hereunder, and the Collateral Agent shall not be liable for any action
taken or omitted by, or in reliance upon the advice of, such agents or advisors
selected in good faith. The appointment of agents pursuant to this Section 9.09
shall be subject to prior consent of the Company, which consent shall not be
unreasonably withheld.

         SECTION 9.10. SURVIVAL. The provisions of this Article 9 shall
survive termination of this Agreement and the resignation or removal of the
Collateral Agent or the Securities Intermediary.

         SECTION 9.11. EXCULPATION. Anything contained in this Agreement to the
contrary notwithstanding, in no event shall the Collateral Agent or the
Securities Intermediary or their officers, directors, employees or agents be
liable under this Agreement to any third party for indirect, special, punitive,
or consequential loss or damage of any kind whatsoever, including, but not
limited to, lost profits, whether or not the likelihood of such loss or damage
was known to the Collateral Agent or the Securities Intermediary, or any of
them.












                                      33



                                   ARTICLE 10

                                    AMENDMENT

         SECTION 10.1. AMENDMENT WITHOUT CONSENT OF HOLDERS. Without the consent
of any Holders, the Company, the Collateral Agent, the Securities Intermediary
and the Purchase Contract Agent, at any time and from time to time, may amend
this Agreement, in form satisfactory to the Company, the Collateral Agent, the
Securities Intermediary and the Purchase Contract Agent, to:

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

         (b) evidence and provide for the acceptance of appointment hereunder
by a successor Collateral Agent, Securities Intermediary or Purchase Contract
Agent;

         (c) add to the covenants of the Company for the benefit of the
Holders, or surrender any right or power herein conferred upon the Company,
provided such covenants or such surrender do not adversely affect the validity,
perfection or priority of the Pledge created hereunder; or

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

         SECTION 10.2. AMENDMENT WITH CONSENT OF HOLDERS. With the consent of
the Holders of not less than a majority of the Purchase Contracts at the time
outstanding, by Act of such Holders delivered to the Company, the Purchase
Contract Agent, the Securities Intermediary or the Collateral Agent, as the case
may be, the Company, when duly authorized, the Purchase Contract Agent, the
Securities Intermediary and the Collateral Agent may amend this Agreement for
the purpose of modifying in any manner the provisions of this Agreement or the
rights of the Holders in respect of the Securities; provided, however, that no
such supplemental agreement shall, without the unanimous consent of the Holders
of each Outstanding Security adversely affected thereby:

         (a) Change the amount or type of Collateral underlying a Security
(except for the rights of holders of Stock Purchase Units to substitute the
Treasury Securities for the Pledged Preferred Securities or the Pledged
[Subordinated] Notes, as the case may be, or the rights of Holders of Treasury
Stock Purchase Units to substitute Preferred Securities or [Subordinated] Notes,
as applicable, for the Pledged Treasury Securities),


                                      34



impair the right of the Holder of any Security to receive distributions on the
underlying Collateral or otherwise adversely affect the Holder's rights in or
to such Collateral; or

         (b) otherwise effect any action that would require the consent of the
Holder of each Outstanding Security affected thereby pursuant to the Purchase
Contract Agreement if such action were effected by an agreement supplemental
thereto; or

         (c)   reduce the percentage of Purchase Contracts the consent of whose
Holders is required for any such amendment;

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

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

         SECTION 10.3. EXECUTION OF AMENDMENTS. In executing any amendment
permitted by this Section, the Collateral Agent, the Securities Intermediary and
the Purchase Contract Agent shall be entitled to receive and (subject to Section
7.01 of the Purchase Contract Agreement with respect to the Purchase Contract
Agent) shall be fully protected in relying upon, an Opinion of Counsel stating
that the execution of such amendment is authorized or permitted by this
Agreement and that all conditions precedent, if any, to the execution and
delivery of such amendment have been satisfied.

         SECTION 10.4. EFFECT OF AMENDMENTS. Upon the execution of any amendment
under this Section, this Agreement shall be modified in accordance therewith,
and such amendment 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 under the Purchase Contract Agreement
shall be bound thereby.

         SECTION 10.5. REFERENCE OF AMENDMENTS. Certificates authenticated,
executed on behalf of the Holders and delivered after the execution of any
amendment pursuant to this Section may, and shall if required by the Collateral
Agent or the


                                      35



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




                                   ARTICLE 11

                                  MISCELLANEOUS

         SECTION 11.1. NO WAIVER. No failure on the part of the Collateral
Agent, the Securities Intermediary or any of their respective agents to
exercise, and no course of dealing with respect to, and no delay in exercising,
any right, power or remedy hereunder shall operate as a waiver thereof; nor
shall any single or partial exercise by the Collateral Agent, the Securities
Intermediary or any of their respective agents of any right, power or remedy
hereunder preclude any other or further exercise thereof or the exercise of any
other right, power or remedy. The remedies herein are cumulative and are not
exclusive of any remedies provided by law.

         SECTION 11.2. GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. The Company,
the Collateral Agent, the Securities Intermediary and the Holders from time to
time of the Securities, acting through the Purchase Contract Agent as their
attorney-in-fact, hereby submit to the nonexclusive jurisdiction of the United
States District Court for the Southern District of New York and of any New York
state court sitting in New York City for the purposes of all legal proceedings
arising out of or relating to this Agreement or the transactions contemplated
hereby. The Company, the Collateral Agent, the Securities Intermediary and the
Holders from time to time of the Securities, acting through the Purchase
Contract Agent as their attorney-in-fact, irrevocably waive, to the fullest
extent permitted by applicable law, any objection which they may now or
hereafter have to the laying of the venue of any such proceeding brought in such
a court and any claim that any such proceeding brought in such a court has been
brought in an inconvenient forum.

         SECTION 11.3. NOTICES. All notices, requests, consents and other
communications provided for herein (including, without limitation, any
modifications of, or waivers or consents under, this Agreement) shall be given
or made in writing


                                      36



(including, without limitation, by telecopy) delivered to the intended
recipient at the "ADDRESS FOR NOTICES" specified below its name on the
signature pages hereof or, as to any party, at such other address as shall be
designated by such party in a notice to the other parties. Except as otherwise
provided in this Agreement, all such communications shall be deemed to have
been duly given when transmitted by telecopier or personally delivered or, in
the case of a mailed notice, upon receipt, in each case given or addressed as
aforesaid.

         SECTION 11.4. SUCCESSORS AND ASSIGNS. This Agreement shall be binding
upon and inure to the benefit of the respective successors and assigns of the
Company, the Collateral Agent, the Securities Intermediary and the Purchase
Contract Agent, and the Holders from time to time of the Securities, by their
acceptance of the same, shall be deemed to have agreed to be bound by the
provisions hereof and to have ratified the agreements of, and the grant of the
Pledge hereunder by, the Purchase Contract Agent.

         SECTION 11.5. COUNTERPARTS. This Agreement may be executed in any
number of counterparts, all of which taken together shall constitute one and the
same instrument, and any of the parties hereto may execute this Agreement by
signing any such counterpart.

         SECTION 11.6. SEVERABILITY. If any provision hereof is invalid and
unenforceable in any jurisdiction, then, to the fullest extent permitted by law,
(i) the other provisions hereof shall remain in full force and effect in such
jurisdiction and shall be liberally construed in order to carry out the
intentions of the parties hereto as nearly as may be possible and (ii) the
invalidity or unenforceability of any provision hereof in any jurisdiction shall
not affect the validity or enforceability of such provision in any other
jurisdiction.

         SECTION 11.7. EXPENSES, ETC.. The Company agrees to reimburse the
Collateral Agent and the Securities Intermediary for:

         (a) all reasonable costs and expenses of the Collateral Agent and the
Securities Intermediary (including, without limitation, the reasonable fees and
expenses of counsel to the Collateral Agent and the Securities Intermediary), in
connection with (i) the negotiation, preparation, execution and delivery or
performance of this Agreement and (ii) any modification, supplement or waiver of
any of the terms of this Agreement;

         (b) all reasonable costs and expenses of the Collateral Agent and the
Securities Intermediary (including, without limitation, reasonable fees and
expenses of counsel) in connection with (i) any enforcement or proceedings
resulting or incurred in


                                      37



connection with causing any Holder of Securities to satisfy its obligations
under the Purchase Contracts forming a part of the Securities and (ii) the
enforcement of this Section 11.07;

         (c) all transfer, stamp, documentary or other similar taxes,
assessments or charges levied by any governmental or revenue authority in
respect of this Agreement or any other document referred to herein and all
costs, expenses, taxes, assessments and other charges incurred in connection
with any filing, registration, recording or perfection of any security interest
contemplated hereby;

         (d) all fees and expenses of any agent or advisor appointed by the
Collateral Agent and consented to by the Company under Sections 9.03 and 9.09 of
this Agreement; and

         (e) any other out-of-pocket costs and expenses reasonably incurred by
the Collateral Agent and the Securities Intermediary in connection with the
performance of their duties hereunder.

         SECTION 11.8. SECURITY INTEREST ABSOLUTE. All rights of the Collateral
Agent and security interests hereunder, and all obligations of the Holders from
time to time hereunder, shall be absolute and unconditional irrespective of:

         (a) any lack of validity or enforceability of any provision of the
Purchase Contracts or the Securities or any other agreement or instrument
relating thereto;

         (b) any change in the time, manner or place of payment of, or any
other term of, or any increase in the amount of, all or any of the obligations
of Holders of the Securities under the related Purchase Contracts, or any other
amendment or waiver of any term of, or any consent to any departure from any
requirement of, the Purchase Contract Agreement or any Purchase Contract or any
other agreement or instrument relating thereto; or

         (c) any other circumstance which might otherwise constitute a defense
available to, or discharge of, a borrower, a guarantor or a pledger.

         SECTION 11.9. NOTICE OF TAX EVENT, TAX EVENT REDEMPTION AND TERMINATION
EVENT. Upon the occurrence of a Tax Event, a Tax Event Redemption or a
Termination Event, the Company shall deliver written notice to the Collateral
Agent and the Securities Intermediary. Upon the written request of the
Collateral Agent or the Securities Intermediary, the Company shall inform such
party whether or not a Tax Event, a Tax Event Redemption or a Termination Event
has occurred.







                                      38



                       [SIGNATURES ON THE FOLLOWING PAGE]
































                                      39



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


CINERGY CORP.                               [                       ] as
                                            Purchase Contract Agent and
                                            as attorney-in-fact of the Holders
                                            from time to time of the Securities


By:_____________________________            By:__________________________
    Name:                                       Name:
    Title:                                      Title:


Address for Notices:                        Address for Notices:


Cinergy Corp.                               [                       ]
139 East Fourth Street               [                       ]
Cincinnati, OH 45202                 [                       ]
Attention:                                  Attention:
Telecopy:                                   Telecopy:
With a copy to:
[                       ]
[                       ]
[                       ]
Attention:
Telecopy:


[                       ]                   [                       ]
as Collateral Agent                         as Securities Intermediary


By:_____________________________            By:__________________________
    Name:                                       Name:
    Title:                                      Title:


Address for Notices:                        Address for Notices:

[                       ]                   [                       ]
[                       ]                   [                       ]
[                       ]                   [                       ]
[                       ]                   [                       ]
[                       ]                   [                       ]
Attention:                                  Attention:


                                      40



Telecopy:                                   Telecopy:





























                                      41




                                                                       EXHIBIT A


                                   INSTRUCTION
                          FROM PURCHASE CONTRACT AGENT
                               TO COLLATERAL AGENT
                (Establishment of Treasury Stock Purchase Units)


[                       ]
[                       ]
[                       ]
[                       ]
[                       ]
Attention:
Telecopy:

      Re:         Stock Purchase Units of Cinergy Corp.
                  (the "COMPANY") and CC Funding Trust I

                  The securities account of [                  ], as Collateral
                  Agent, maintained by the Securities Intermediary and
                  designated "[               ], as Collateral Agent of Cinergy
                  Corp., as pledgee of [                    ], as the Purchase
                  Contract Agent on behalf of and as attorney-in-fact for the
                  Holders" (the "COLLATERAL ACCOUNT")

         Please refer to the Pledge Agreement, dated as of __________, 2001 (the
"PLEDGE AGREEMENT"), among the Company, you, as Collateral Agent,[         ], as
Securities Intermediary, and the undersigned, as Purchase Contract Agent and as
attorney-in-fact for the holders of Stock Purchase Units from time to time.
Capitalized terms used herein but not defined shall have the meaning set forth
in the Pledge Agreement.

         We hereby notify you in accordance with Section 5.02 of the Pledge
Agreement that the holder of securities named below (the "HOLDER") has elected
to substitute $__________ Value of Treasury Securities or security entitlements
thereto in exchange for [an equal Value of [Pledged Preferred Securities]
[Pledged [Subordinated] Notes] relating to _________ Stock Purchase Units] and
has delivered to the undersigned a notice stating that the Holder has
Transferred such Treasury Securities or security entitlements thereto to the
Securities Intermediary, for credit to the Collateral Account.


                                     A-1



         We hereby request that you instruct the Securities Intermediary, upon
confirmation that such Treasury Securities or security entitlements thereto have
been credited to the Collateral Account, to release to the undersigned [an equal
Value of [Pledged Preferred Securities] [Pledged [Subordinated] Notes]] in
accordance with Section 5.02 of the Pledge Agreement. We also hereby confirm
that no Tax Event Redemption has occurred.



                                       [                                   ],
Date:                                  as Purchase Contract Agent and as
                                       attorney-in-fact of the Holders from
                                       time to time of the Securities



                                       By:__________________________
                                          Name:
                                          Title:











                                     A-2



Please print name and address of Holder electing to substitute Treasury
Securities or security entitlements thereto for the [Pledged Preferred
Securities] [Pledged [Subordinated] Notes]:



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



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

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

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




















                                     A-3



                                                                       EXHIBIT B


                                   INSTRUCTION
                              FROM COLLATERAL AGENT
                           TO SECURITIES INTERMEDIARY
                (Establishment of Treasury Stock Purchase Units)



[                       ]
[                       ]
[                       ]
[                       ]
[                       ]
[                       ]
Attention:
Telecopy:


Re:      Stock Purchase Units of Cinergy Corp. (the
         "COMPANY") and CC Funding Trust I

         The securities account of [             ], as Collateral Agent,
         maintained by the Securities Intermediary and designated
         "[                          ], as Collateral Agent of Cinergy Corp., as
         pledgee of [                      ], as the Purchase Contract Agent on
         behalf of and as attorney-in-fact for the Holders" (the "COLLATERAL
         ACCOUNT")

         Please refer to the Pledge Agreement, dated as of _________________,
2001 (the "PLEDGE AGREEMENT"), among the Company, you, as Securities
Intermediary, [            ], as Purchase Contract Agent and as
attorney-in-fact for the holders of Stock Purchase Units from time to time,
and the undersigned, as Collateral Agent. Capitalized terms used herein but
not defined shall have the meanings set forth in the Pledge Agreement.

         When you have confirmed that $__________ Value of Treasury Securities
or security entitlements thereto has been credited to the Collateral Account by
or for the benefit of _________, as Holder of Stock Purchase Units (the
"HOLDER"), you are hereby instructed to release from the Collateral Account [an
equal Value of [Preferred Securities or security entitlements thereto]
[[Subordinated] Notes or



                                     B-1



security entitlements thereto]] relating to _____ Stock Purchase Units of the
Holder] by Transfer to the Purchase Contract Agent.

                                                     [                       ],
                                                     as Collateral Agent
Dated:_______________


                                                     By:_______________________
                                                         Name:
                                                         Title:


























                                     B-2



Please print name and address of Holder:



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



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

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

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



















                                     B-3



                                                                       EXHIBIT C



                                   INSTRUCTION
                          FROM PURCHASE CONTRACT AGENT
                               TO COLLATERAL AGENT
                   (Reestablishment of Stock Purchase Units )

[                       ]
[                       ]
[                       ]
[                       ]
[                       ]
[                       ]
Attention:
Telecopy:

         Re:      ____________ Stock Purchase Units of Cinergy Corp. (the
                  "COMPANY") and CC Funding Trust I

         Please refer to the Pledge Agreement dated as of __________, 2001 (the
"PLEDGE AGREEMENT"), among the Company, you, as Collateral Agent, [        ], as
Securities Intermediary, and the undersigned, as Purchase Contract Agent and as
attorney-in-fact for the holders of Stock Purchase Units from time to time.
Capitalized terms used herein but not defined shall have the meaning set forth
in the Pledge Agreement.

         We hereby notify you in accordance with Section 5.03(a) of the Pledge
Agreement that the holder of securities listed below (the "HOLDER") has elected
to substitute [$         Value of [Preferred Securities or security entitlements
thereto] [[Subordinated] Notes or security entitlements thereto]] in exchange
for $__________ Value of Pledged Treasury Securities and has delivered to the
undersigned a notice stating that the holder has Transferred such [Preferred
Securities or security entitlements thereto] [[Subordinated] Notes or security
entitlements thereto] to the Securities Intermediary, for credit to the
Collateral Account.

         We hereby request that you instruct the Securities Intermediary, upon
confirmation that such [Preferred Securities or security entitlements thereto]
[[Subordinated] Notes or security entitlements thereto] have been credited to
the Collateral Account, to release to the undersigned $__________ Value of
Treasury Securities or security entitlements thereto related to _____ Stock
Purchase Units





                                     C-1



of such Holder in accordance with Section 5.03(a) of the Pledge Agreement. We
also hereby confirm that no Tax Event Redemption has occurred.


                                            [                       ],
                                            as Purchase Contract Agent

Dated:_______________                       By:_______________________
                                                Name:
                                                Title:





















                                     C-2



Please print name and address of Holder electing to substitute [Preferred
Securities or security entitlements thereto] [Pledged [Subordinated] Notes or
security entitlements thereto] for Pledged Treasury Securities:


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


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

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

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













                                     C-3



                                                                       EXHIBIT D


                                   INSTRUCTION
                              FROM COLLATERAL AGENT
                           TO SECURITIES INTERMEDIARY
                    (Reestablishment of Stock Purchase Units)


[                       ]
[                       ]
[                       ]
[                       ]
[                       ]
[                       ]
Attention:
Telecopy:

         Re:      ___________ Stock Purchase Units of Cinergy Corp.
                  (the "COMPANY") and CC Funding Trust I

                  The securities account of [                   ], as Collateral
                  Agent, maintained by the Securities Intermediary and
                  designated "[               ], as Collateral Agent of Cinergy
                  Corp., as pledgee of [            ], as the Purchase Contract
                  Agent on behalf of and as attorney-in-fact for the Holders"
                  (the "COLLATERAL ACCOUNT")

         Please refer to the Pledge Agreement dated as of _________________,
2001 (the "PLEDGE AGREEMENT"), among the Company, you, as Securities
Intermediary, [           ], as Purchase Contract Agent and as attorney-in-fact
for the holders of Stock Purchase Units from time to time, and the
undersigned, as Collateral Agent. Capitalized terms used herein but no defined
shall have the meaning set forth in the Pledge Agreement.

         When you have confirmed that $ __________ Value of [Preferred
Securities or security entitlements thereto] [[Subordinated] Notes or security
entitlements thereto] has been credited to the Collateral Account by or for the
benefit of ________________, as Holder of Stock Purchase Units (the "HOLDER"),
you are hereby instructed to release from the Collateral Account $






                                     D-1



________________ Value of Treasury Securities or security entitlements thereto
by Transfer to the Purchase Contract Agent.

                                            [                       ],
                                            as Collateral Agent

Dated:_______________                       By:______________________________
                                                Name:
                                                Title:


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


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

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

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







                                     D-2



                                                                       EXHIBIT E


                             NOTICE OF CASH SETTLEMENT FROM SECURITIES
                             INTERMEDIARY TO PURCHASE CONTRACT AGENT
                                     (Cash Settlement Amounts)

[                       ]
[                       ]
[                       ]
Attention:
Telecopy:

         Re:      __________  Stock Purchase Units of Cinergy Corp.
                  (the "COMPANY") and CC Funding Trust I

         Please refer to the Pledge Agreement dated as of _______________, 2001
(the "PLEDGE AGREEMENT"), by and among you, the Company, [      ], as Collateral
Agent and the undersigned, as Securities Intermediary. Unless otherwise defined
herein, terms defined in the Pledge Agreement are used herein as defined
therein.

         In accordance with Section 5.05(d) of the Pledge Agreement, we hereby
notify you that as of 11:00 a.m. (New York City time) on the fifth Business Day
immediately preceding ___________, we have received (i) $ _______________ in
immediately available funds paid in an aggregate amount equal to the Purchase
Price to the Company on the Purchase Contract Settlement Date with respect to
________________ Stock Purchase Units and (ii) $ ___________ in immediately
available funds paid in an aggregate amount equal to the Purchase Price to the
Company on the Purchase Contract Settlement Date with respect to ______ Treasury
Stock Purchase Units.


                                            [                        ],
                                            as Securities Intermediary,

Dated:_______________                       By:__________________________
                                                Name:
                                                Title:



                                     E-1

EX-4.12

                                                                  EXHIBIT 4.12

                      FORM OF CERTIFICATE OF DESIGNATIONS,
                            PREFERENCES AND RIGHTS OF
                            SERIES __ PREFERRED STOCK


                                       of


                                  CINERGY CORP.


            Pursuant to Section 151 of the General Corporation Law
                           of the State of Delaware



         The undersigned, __________, [title] of CINERGY CORP., a Delaware
corporation (hereinafter called the "CORPORATION"), pursuant to the provisions
of Sections 103 and 151 of the General Corporation Law of the State of Delaware,
hereby makes this Certificate of Designations and hereby states and certifies
that pursuant to the authority expressly vested in the Board of Directors of the
Corporation by its Certificate of Incorporation, the Board of Directors duly
adopted the following resolutions:

         RESOLVED, that, pursuant to Article Fourth of the Corporation's
Certificate of Incorporation (which authorizes 10,000,000 shares of preferred
stock, par value $.01 per share ("PREFERRED STOCK"), the Board of Directors
hereby fixes the powers, designations, preferences and relative, participating,
optional and other special rights, and the qualifications, limitations and
restrictions, of a series of Preferred Stock.

         RESOLVED, that each share of such series of Preferred Stock shall rank
equally in all respects and shall be subject to the following provisions:




           1. NUMBER AND DESIGNATION. [_________] shares of the Preferred
Stock of the Corporation shall be designated as Series __ Preferred Stock
("SERIES __ PREFERRED STOCK").

           2. RANK. The Series __ Preferred Stock shall, with respect to
dividend rights and rights on liquidation, dissolution and winding-up, rank
prior to all other classes or series of equity securities of the Corporation,
including the Corporation's common stock, par value $.01 per share ("COMMON
STOCK"). All equity securities of the Corporation to which the Series __
Preferred Stock ranks prior (whether with respect to dividends or upon
liquidation, dissolution, winding-up or otherwise), including the Common Stock,
are collectively the "JUNIOR SECURITIES." All equity securities of the
Corporation with which the Series __ Preferred Stock ranks on a parity (whether
with respect to dividends or upon liquidation, dissolution, winding-up or
otherwise) are collectively the "PARITY SECURITIES." The respective definitions
of Junior Securities and Parity Securities shall also include any rights or
options exercisable for or convertible into any of the Junior Securities and
Parity Securities, as the case may be. The Series __ Preferred Stock shall be
subject to the creation of Junior Securities and Parity Securities.

           3. DIVIDENDS. (a) Holders of Series __ Preferred Stock shall be
entitled to receive, when, as and if declared by the Board of Directors, out of
funds legally available for the payment of dividends, cash dividends at the
annual rate of $____ per share. Such dividends shall be payable in arrears in
equal amounts [quarterly] on _________[, _________, __________] and ________ of
each year (unless such day is not a business day, in which event on the next
succeeding business day) (each of such dates being a "DIVIDEND PAYMENT DATE" and
each such [quarterly] period being a "DIVIDEND PERIOD"). Such dividends shall be
cumulative from the date of issue, whether or not funds of the Corporation are
legally available for the payment of such dividends. Each such dividend shall be
payable to the holders of record of shares of the Series __ Preferred Stock, as
they appear on the Corporation's stock register at the close of business on such
record dates, which record dates shall be not more


                                       2


than 60 days or less than 10 days prior to the respective Divident Payment
Date, as shall be fixed by the Board of Directors. Accrued and unpaid
dividends for any past Dividend Periods may be declared and paid at any time,
without reference to any Dividend Payment Date, to holders of record on such
date, not more than 45 days preceding the payment date thereof, as may be
fixed by the Board of Directors.

          (b) The amount of dividends payable for each full Dividend Period for
the Series __ Preferred Stock shall be computed by dividing the annual dividend
rate by [four]. The amount of dividends payable for the initial Dividend Period,
or any other period shorter or longer than a full Dividend Period, on the Series
__ Preferred Stock shall be computed on the basis of 30-day months and a
12-month year. Holders of Series __ Preferred Stock shall not be entitled to any
dividends, whether payable in cash, property or stock, in excess of cumulative
dividends, as herein provided, on the Series __ Preferred Stock. No interest or
sum of money in lieu of interest shall be payable in respect of any dividend
payment on the Series __ Preferred Stock that may be in arrears.

          (c) So long as any shares of the Series __ Preferred Stock are
outstanding, the Corporation shall not declare, pay or set apart for payment any
dividends or distributions on Parity Securities, for any period unless full
cumulative dividends have been or contemporaneously are declared and paid or
declared and a sum sufficient for the payment thereof set apart for such payment
on the Series __ Preferred Stock for all Dividend Periods terminating on or
before the date of payment of the dividend on such Parity Securities. If
dividends are not paid in full or a sum sufficient for such payment is not set
apart, all dividends declared upon shares of the Series __ Preferred Stock and
all dividends declared upon any other Parity Securities shall be declared
ratably in proportion to the respective amounts of dividends accumulated and
unpaid on the Series __ Preferred Stock and accumulated and unpaid on such
Parity Securities.


                                       3



          (d) So long as any shares of the Series __ Preferred Stock are
outstanding, the Corporation shall not, and shall cause its subsidiaries not to,
directly or indirectly, declare, pay or set apart for payment any dividends or
other distributions on Junior Securities (other than dividends or distributions
paid in shares of, or options, warrants or rights to subscribe for or purchase
shares of, Junior Securities) or redeem or otherwise acquire any Junior
Securities (other than a redemption or acquisition of shares of Common Stock
made for purposes of an employee incentive or benefit plan of the Corporation or
any subsidiary of the Corporation) (all such dividends, distributions,
redemptions or acquisitions being a "JUNIOR SECURITIES DISTRIBUTION") for any
consideration (including any moneys to be paid to or made available for a
sinking fund for the redemption of any shares of any such stock), except by
conversion into or exchange for Junior Securities, unless in each case the full
cumulative dividends on all outstanding shares of the Series __ Preferred Stock
and any other Parity Securities have been paid or set apart for payment for all
past and current Dividend Periods with respect to the Series __ Preferred Stock
and all past and current dividend periods with respect to such Parity
Securities.

           4. LIQUIDATION PREFERENCE. (a) In the event of any liquidation,
dissolution or winding-up of the Corporation, whether voluntary or involuntary,
before any payment or distribution of the Corporation's assets (whether capital
or surplus) shall be made to or set apart for the holders of Junior Securities,
holders of Series __ Preferred Stock shall be entitled to receive $______ per
share of Series __ Preferred Stock plus an amount equal to all dividends
(whether or not earned or declared) accrued and unpaid thereon to the date of
final distribution to such holders; but such holders shall not be entitled to
any further payment. If, upon any liquidation, dissolution or winding-up of the
Corporation, the Corporation's assets, or proceeds thereof, distributable among
the holders of Series __ Preferred Stock are insufficient to pay in full the
preferential amount aforesaid and liquidating payments on any Parity Securities,
then such assets, or the proceeds thereof, shall be distributed among the
holders of Series __ Preferred Stock and any other Parity Securities ratably in
accordance


                                       4



with the respective amounts that would be payable on such shares of Series __
Preferred Stock and any such other Parity Securities if all amounts payable
thereon were paid in full. Notwithstanding anything else in the Corporation's
Certificate of Incorporation, a liquidation, dissolution or winding-up,
voluntary or involuntary, of the Corporation shall be deemed to have occurred
upon (i) the acquisition of the Corporation by another entity by means of any
transaction or series of related transactions (including, without limitation,
any reorganization, conversion, merger or consolidation, whether of the
Corporation with or into any other corporation or of any other corporation
with or into the Corporation, but excluding any merger effected exclusively
for the purpose of changing the domicile of the Corporation); or (ii) a sale
of all or substantially all of the assets of the Corporation; PROVIDED that a
consolidation or merger as a result of which the holders of capital stock of
the Corporation immediately before such merger or consolidation possess (by
reason of such holdings) 50% or more of the voting power of the corporation
surviving such merger or consolidation (or other corporation which is the
issuer of the capital stock into which the capital stock of the Corporation is
converted or exchanged in such merger or consolidation) shall not be treated
as a liquidation, dissolution or winding-up, voluntary or involuntary, of the
Corporation within the meaning of this Section 4.

          (b) Subject to the rights of the holders of any Parity Securities,
after payment has been made in full to the holders of the Series __ Preferred
Stock, as provided in this Section 4, holders of Junior Securities shall,
subject to the respective terms and provisions (if any) applying thereto, be
entitled to receive any and all assets remaining to be paid or distributed, and
holders of Series __ Preferred Stock shall not be entitled to share therein.

           5. REDEMPTION. (a) [The Series __ Preferred Stock shall not be
redeemable by the Corporation before ___________, 20__. On and after
_____________, 20__,] to the extent the Corporation has funds legally available
for such payment, the Corporation may redeem at its option shares of Series __
Preferred Stock, at any time in whole or from time to time in part, at a
redemption price of [$__] per share,


                                       5



plus accrued and unpaid dividends thereon to the redemption date, in cash
without interest.

          (b) To the extent the Corporation has funds legally available for such
payment, commencing on ___________, 20__ and on each ____________ thereafter,
the Corporation shall redeem a number of shares of Series __ Preferred Stock
equal to __% of the highest number of shares of Series __ Preferred Stock at any
time outstanding, at a redemption price of $__ per share, plus accrued and
unpaid dividends thereon to the redemption date, in cash without interest.
Shares of Series __ Preferred Stock previously retired (other than pursuant to
this Section 5(b)) and shares of Series __ Preferred Stock previously or
simultaneously acquired by the Corporation and retired, that have not been
credited against the redemption requirement set forth in this Section 5(b), may
be applied, in whole or in part, to satisfy the Corporation's obligations under
this Section 5(b).

         [(c) To the extent the Corporation has funds legally available for such
payment, on [maturity date], if any shares of the Series __ Preferred Stock
shall be outstanding, the Corporation shall redeem all outstanding shares of the
Series __ Preferred Stock, at a redemption price of $____ per share, plus
accrued and unpaid dividends thereon to the redemption date, in cash without
interest.]

          (d) Shares of Series __ Preferred Stock that have been issued and
reacquired in any manner, including shares purchased or redeemed, shall (upon
compliance with any applicable provisions of the laws of the State of Delaware)
have the status of authorized and unissued shares of the class of Preferred
Stock undesignated as to series and may be redesignated and reissued as part of
any series of the Preferred Stock; PROVIDED that no such issued and reacquired
shares of Series __ Preferred Stock shall be reissued or sold as Series __
Preferred Stock.

          (e) If and so long as any obligation of the Corporation to redeem all
outstanding shares of Series __ Preferred Stock pursuant to Sections 5(b) and
5(c) (the "MANDATORY REDEMPTION OBLIGATION")


                                       6



is not fully discharged, the Corporation shall not, and shall cause its
subsidiaries not to, directly or indirectly, (i) redeem or otherwise acquire
any Parity Security or discharge any mandatory or optional redemption, sinking
fund or other similar obligation in respect of any Parity Securities (except
in connection with a redemption, sinking fund or other similar obligation to
be satisfied pro rata with the Series __ Preferred Stock) or (ii) in
accordance with Section 3(d), declare or make any Junior Securities
Distribution, or discharge any mandatory or optional redemption, sinking fund
or other similar obligation in respect of the Junior Securities.

          (f) Notwithstanding the foregoing provisions of this Section 5, unless
full cumulative cash dividends (whether or not declared) on all outstanding
shares of Series __ Preferred Stock have been paid or contemporaneously are
declared and paid or set apart for payment for all dividend periods terminating
on or before the applicable redemption date, none of the shares of Series __
Preferred Stock shall be redeemed, and no sum shall be set aside for such
redemption, unless shares of Series __ Preferred Stock are redeemed pro rata.

           6. PROCEDURE FOR REDEMPTION. (a) If fewer than all the outstanding
shares of Series __ Preferred Stock are to be redeemed, the number of shares to
be redeemed shall be determined by the Board of Directors and the shares to be
redeemed shall be selected by lot or pro rata (with any fractional shares being
rounded to the nearest whole share) as may be determined by the Board of
Directors (subject to Section 5(f)).

          (b) If the Corporation redeems shares of Series __ Preferred Stock,
notice of such redemption shall be given by first class mail, postage prepaid,
mailed not less than 30 days nor more than 60 days before the redemption date,
to each holder of record of the shares to be redeemed at such holder's address
as the same appears on the Corporation's stock register; PROVIDED that neither
the failure to give such notice nor any defect therein shall affect the validity
of the giving of such notice except as to the holder to whom the Corporation has
failed to give said notice or whose notice was defective. Each such


                                       7



notice shall state: (i) the redemption date; (ii) the number of shares of
Series __ Preferred Stock to be redeemed and, if fewer than all the shares
held by such holder are to be redeemed, the number of shares to be redeemed
from such holder; (iii) the redemption price; (iv) the place or places where
certificates for such shares are to be surrendered for payment of the
redemption price; and (v) that dividends on the shares to be redeemed will
cease to accrue on such redemption date.

          (c) Notice having been mailed as aforesaid, from and after the
redemption date (unless the Corporation defaults in providing money for the
payment of the redemption price of the shares called for redemption), dividends
on the shares of Series __ Preferred Stock so called for redemption shall cease
to accrue, and all rights of the holders thereof as stockholders of the
Corporation (except the right to receive from the Corporation the redemption
price) shall cease. Upon surrender in accordance with said notice of the
certificates for any shares so redeemed (properly endorsed or assigned for
transfer, if the Board of Directors of the Corporation shall so require and the
notice shall so state), such shares shall be redeemed by the Corporation at the
redemption price aforesaid. If fewer than all the shares represented by any such
certificate are redeemed, a new certificate shall be issued representing the
unredeemed shares without cost to the holder thereof.

           7. VOTING RIGHTS. (a) Holders of record of shares of Series __
Preferred Stock are not entitled to any voting rights except as provided in
this Section 7 or otherwise by law.

          (b) If and whenever six quarterly dividends (whether or not
consecutive) payable on the Series __ Preferred Stock have not been paid in full
or if the Corporation fails to discharge its Mandatory Redemption Obligation,
the number of directors then constituting the Board of Directors shall be
increased by two and the holders of Series __ Preferred Stock, together with the
holders of every other series of preferred stock upon which like rights to vote
for the election of two additional directors have been conferred and are
exercisable (resulting from either the failure to pay dividends or the failure
to redeem) (any


                                       8



such other series being the "PREFERRED SHARES"), voting as a single class
regardless of series, shall be entitled to elect the two additional directors
to serve on the Board of Directors at any annual meeting of stockholders or
special meeting held in place thereof, or at a special meeting of the holders
of the Series __ Preferred Stock and the Preferred Shares called as
hereinafter provided. When all arrears in dividends on the Series __ Preferred
Stock and the Preferred Shares then outstanding have been paid and dividends
thereon for the current quarterly dividend period have been paid or declared
and set apart for payment, or the Corporation has fulfilled its Mandatory
Redemption Obligation, as the case may be, then the right of the holders of
the Series __ Preferred Stock and the Preferred Shares to elect such
additional two directors shall cease (but subject always to the same
provisions for the vesting of such voting rights in the case of any similar
future arrearages in six quarterly dividends or failure to fulfill any
Mandatory Redemption Obligation), and the terms of office of all Persons
elected as directors by the holders of the Series __ Preferred Stock and the
Preferred Shares shall immediately terminate and the number of the Board of
Directors shall be reduced accordingly. At any time after such voting power
has been so vested in the holders of Series __ Preferred Stock and the
Preferred Shares, the secretary of the Corporation may, and upon the written
request of any holder of Series __ Preferred Stock (addressed to the secretary
at the principal office of the Corporation) shall, call a special meeting of
the holders of the Series __ Preferred Stock and of the Preferred Shares for
the election of the two directors to be elected by them as herein provided,
such call to be made by notice similar to that provided in the by-laws of the
Corporation for a special meeting of the stockholders or as required by law.
If the secretary does not call a meeting as above provided within 20 days
after receipt of any such request, then any holder of Series __ Preferred
Stock may call such meeting, upon the notice above provided, and for that
purpose shall have access to the stock books of the Corporation. The directors
elected at any such special meeting shall hold office until the next annual
meeting of the stockholders or special meeting held in lieu thereof if such
office shall not have terminated as above provided. If any vacancy shall occur
among the directors elected by the holders of the Series __ Preferred


                                       9



Stock and the Preferred Shares, a successor shall be elected by the Board of
Directors, upon the nomination of the then-remaining director elected by the
holders of the Series __ Preferred Stock and the Preferred Shares or the
successor of such remaining director, to serve until the next annual meeting
of the stockholders or special meeting held in place thereof if such office
shall not have terminated as provided above.

          (c) So long as any shares of Series __ Preferred Stock are
outstanding, the Corporation shall not, without the written consent of a
majority of the outstanding shares of Series __ Preferred Stock or affirmative
vote of holders of a majority of the outstanding shares of Series __ Preferred
Stock at a meeting of the holders of Series __ Preferred Stock duly called for
such purpose, amend, alter or repeal (by merger, consolidation, combination,
reclassification or otherwise) any provision of its Certificate of Incorporation
or by-laws so as to materially adversely affect the preferences, rights or
powers of the Series __ Preferred Stock; PROVIDED that any such amendment that
changes the dividend payable on or the liquidation preference of the Series __
Preferred Stock requires the affirmative vote at a meeting of holders of Series
__ Preferred Stock duly called for such purpose or written consent of the holder
of each share of Series __ Preferred Stock.

          (d) Without the written consent of a majority of the outstanding
shares of Series __ Preferred Stock or affirmative vote of holders of a majority
of the outstanding shares of Series __ Preferred Stock at a meeting of such
holders duly called for such purpose, the Corporation shall not (i) issue any
additional Series __ Preferred Stock or (ii) create, authorize or issue any
[Parity Securities or Senior Securities] or increase the authorized amount of
any such other class or series, other than issuances of Parity Securities in
connection with any merger in which the Corporation is the surviving entity.

          (e) In exercising the voting rights set forth in this Section 7, each
share of Series __ Preferred Stock shall have one vote per share, except that
when any other series of preferred stock has the right to


                                       10



vote with the Series __ Preferred Stock as a single class on any matter, then
the Series __ Preferred Stock and such other series shall have with respect to
such matters one vote per $____ of stated liquidation preference. Except as
otherwise required by applicable law or as set forth herein, the shares of
Series __ Preferred Stock shall not have any relative, participating, optional
or other special voting rights and powers and the consent of the holders
thereof shall not be required for the taking of any corporate action.

           8. REPORTS. So long as any of the Series __ Preferred Stock is
outstanding, the Corporation will furnish the holders thereof with the quarterly
and annual financial reports that the Corporation is required to file with the
Securities and Exchange Commission pursuant to Sections 13 or 15(d) of the
Securities Exchange Act of 1934 or, if the Corporation is not required to file
such reports, reports containing the same information as would be required in
such reports.

           9. GENERAL PROVISIONS. (a) The term "PERSON" as used herein means
any corporation, limited liability company, partnership, trust, organization,
association, other entity or individual.

          (b) The term "OUTSTANDING", when used with reference to shares of
stock, shall mean issued shares, excluding shares held by the Corporation or a
subsidiary of the Corporation.

          (c) The headings of the sections of this Certificate of Designations
are for convenience of reference only and shall not define, limit or affect any
of the provisions hereof.




                                      11



         IN WITNESS WHEREOF, [Issuer] has caused this Certificate of
Designations to be signed and attested by the undersigned this __ day of
________, 20__.


                                            CINERGY CORP.



                                            By:
                                               ______________________________
                                               Name:
                                               Title:



ATTEST:




_____________________________
Name:
Assistant Secretary







                                      12

EX-4.13

               (FACE OF CINERGY CORP. COMMON STOCK CERTIFICATE)


COMMON STOCK                                 THIS CERTIFICATE IS TRANSFERABLE
                                                IN THE CITY OF CINCINNATI
                                               OR IN THE CITY OF NEW YORK


INCORPORATED UNDER THE LAWS                  CUSIP 172474 10 8
 OF THE STATE OF DELAWARE                    SEE REVERSE FOR CERTAIN DEFINITIONS

                                             N U M B E R

                                             S H A R E S




                                  CINERGY CORP.



This Certifies that ____________________ is the owner of _____________________.

     FULLY-PAID AND NON-ASSESSABLE SHARES OF COMMON STOCK OF THE PAR VALUE OF
$0.01 EACH, OF

CINERGY CORP. TRANSFERABLE ON THE BOOKS OF THE CORPORATION BY THE HOLDER HEREOF
IN PERSON OR BY DULY AUTHORIZED ATTORNEY UPON THE SURRENDER OF THIS CERTIFICATE
PROPERLY ENDORSED. THIS CERTIFICATE AND THE SHARES REPRESENTED HEREBY ARE ISSUED
AND SHALL BE HELD SUBJECT TO ALL THE PROVISIONS OF THE CERTIFICATE OF
INCORPORATION OF THE CORPORATION AND ALL AMENDMENTS THERETO FILED IN THE OFFICE
OF THE SECRETARY OF STATE OF DELAWARE, COPIES OF WHICH ARE ON FILE WITH THE
TRANSFER AGENT, TO ALL OF WHICH THE HOLDER BY ACCEPTANCE HEREOF ASSENTS. THIS
CERTIFICATE IS NOT VALID UNLESS COUNTERSIGNED BY A TRANSFER AGENT AND REGISTERED
BY A REGISTRAR.

     WITNESS THE FACSIMILE SEAL OF THE CORPORATION AND THE SIGNATURES OF ITS
DULY AUTHORIZED OFFICERS.


                                              
DATED:                                                          CINERGY CORP.

                                                 COUNTERSIGNED:
      CHAIRMAN OF THE BOARD, PRESIDENT                      CINERGY SERVICES, INC.
        AND CHIEF EXECUTIVE OFFICER                           (Cincinnati, Ohio)
                                                 BY                                     TRANSFER AGENT

           CORPORATE SECRETARY                                                    AUTHORIZED SIGNATURE
                                                 REGISTERED:
                                                             THE FIFTH THIRD BANK,
                                                              (Cincinnati, Ohio)
                                                 BY                                          REGISTRAR

                                                                                  AUTHORIZED SIGNATURE





                                  CINERGY CORP.
                                    CORPORATE
                                      SEAL
                                      1993
                                    DELAWARE



           (REVERSE OF CINERGY CORP. COMMON STOCK CERTIFICATE)

This certificate also evidences and entitles the holder hereof to certain Rights
as set forth in the Rights Agreement between Cinergy Corp. and the Rights Agent
thereunder (the "Rights Agreement"), the terms of which are hereby incorporated
herein by reference and a copy of which is on file at the principal offices of
Cinergy Corp. Under certain circumstances, as set forth in the Rights Agreement,
such Rights will be evidenced by separate certificates and will no longer be
evidenced by this certificate. Cinergy Corp. will mail to the holder of this
certificate a copy of the Rights Agreement, as in effect on the date of mailing
without charge promptly after receipt of a written request therefor. Under
certain circumstances set forth in the Rights Agreement, Rights issued to, or
held by, any Person who is, was or becomes an Acquiring Person or any Affiliates
or Associates thereof (as such terms are defined in the Rights Agreement),
whether currently held by or on behalf of such Person on by any subsequent
holder, may become null and void.

                              CINERGY CORP.

Cinergy Corp. will mail to the record holder of this certificate, without
charge, within five days after receipt of written request therefor, addressed to
the Secretary of the Corporation, P.O. Box 900, Cincinnati, Ohio 45201, a copy
of the express terms of the shares represented by this certificate and of other
classes and shares which the Corporation is authorized to issue.

         The following abbreviations, when used in the inscription on the face
of this Certificate, 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)
         TEN ENT  -  as tenants by the entireties                         under Uniform Gifts to Minors
                                                                          Act_________________________
         JT TEN   -  as joint tenants with right of                                  (State)
                     survivorship and not as tenants
                     in common                        UNIF TRAN MIN ACT - _________Custodian__________
                                                                           (Cust)            (Minor)
         TOD      -  transfer on death                                    under Uniform Transfers to Minors
                                                                          Act_________________________
                                                                                     (State)



         

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

         FOR VALUE RECEIVED, ____________________ HEREBY SELL, ASSIGN AND
TRANSFER UNTO-

PLEASE INSERT SOCIAL SECURITY OR OTHER
   IDENTIFYING NUMBER OF ASSIGNEE
_____________________________________

______________________________________________________________________________

______________________________________________________________________________

______________________________________________________________________________
      (PLEASE PRINT OR TYPEWRITE NAME, ADDRESS AND ZIP CODE OF ASSIGNEE)

_______________________________________________________________________ SHARES
OF THE CAPITAL STOCK REPRESENTED BY THE WITHIN CERTIFICATE, AND DO HEREBY
IRREVOCABLY CONSTITUTE AND APPOINT
____________________________________________________________ ATTORNEY TO
TRANSFER THE SAID STOCK ON THE BOOKS OF THE WITHIN-NAMED CORPORATION, WITH FULL
POWER OF SUBSTITUTION IN THE PREMISES.

DATED __________________________
                                      X __________________________________
              NOTICE:                              (SIGNATURE)

       THE SIGNATURE(S) TO THIS
       ASSIGNMENT MUST CORRE-
       SPOND WITH THE NAME(S)
       AS WRITTEN UPON THE FACE
       OF THE CERTIFICATE IN EVERY
       PARTICULAR WITHOUT ALTER-
       ATION OR ENLARGEMENT OR ANY
       CHANGE WHATEVER.
                                      X __________________________________
                                                   (SIGNATURE)



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

THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN "ELIGIBLE GUARANTOR INSTITUTION" AS
DEFINED IN RULE 17Ad-15 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.

- --------------------------------------------------------------------------------
SIGNATURE(S) GUARANTEED BY:









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

EX-5.1

                                                                     EXHIBIT 5.1


                    [Letterhead of Davis Polk & Wardwell]




                                                       December 6, 2001


Cinergy Corp.
139 East Fourth Street
Cincinnati, OH 45202

Ladies and Gentlemen:

     We have acted as counsel in connection with the Registration Statement
on Form S-3 (the "REGISTRATION STATEMENT") filed by Cinergy Corp. (the
"COMPANY") and CC Funding Trust I, a statutory business trust established by
the Company under the laws of the State of Delaware (the "TRUST"), with the
Securities and Exchange Commission pursuant to the Securities Act of 1933, as
amended (the "SECURITIES ACT"), for the registration of the sale by the
Company from time to time of up to $800,000,000 aggregate principal amount of
(i) shares of its common stock, par value $.01 per share (the "COMMON STOCK")
with attached rights to purchase shares of Common Stock, (ii) shares of its
preferred stock, par value $.01 per share (the "PREFERRED STOCK"), (iii)
stock purchase contracts (the "STOCK PURCHASE CONTRACTS") to purchase shares
of Common Stock, (iv) unsecured senior and junior subordinated debt
securities (the "DEBT SECURITIES"), (v) stock purchase units (the "STOCK
PURCHASE UNITS"), consisting of a Stock Purchase Contract and either trust
preferred securities issued by the Trust (the "TRUST SECURITIES"), Debt
Securities or other third party debt obligations, and (vi) guarantees of
payment with respect to the Trust Securities (the "GUARANTEES"). Capitalized
terms used herein but not defined have the same meanings as provided in the
Registration Statement.

     The Debt Securities are to be issued pursuant to an Indenture dated
September 12, 2001 between the Company and Fifth Third Bank, as trustee, to
be supplemented by a supplemental indenture thereto (the "INDENTURE").  The
Guarantees are to be issued pursuant to a guarantee agreement to be entered
into between the Company and The Bank of New York, as guarantee trustee (the
"GUARANTEE AGREEMENT").  The Stock Purchase Contracts are to be issued
pursuant to a purchase contract agreement



to be entered into between the Company and a purchase contract agent (the
"PURCHASE CONTRACT AGREEMENT").

     We have examined the originals or copies certified or otherwise
identified to our satisfaction of such corporate records of the Company and
such other documents and certificates as we have deemed necessary as a basis
for the opinions hereinafter expressed.

     Based on the foregoing, we are of the opinion that:

     (1)  When necessary corporate action on the part of the Company has been
taken to authorize the issuance and sale of such shares of Common Stock
proposed to be sold by the Company, and when such shares of Common Stock are
issued and delivered in accordance with the applicable underwriting or other
agreement, such shares of Common Stock will be validly issued, fully paid and
non-assessable.

     (2)  Upon designation of the relative rights, preferences and
limitations of any series of Preferred Stock by or on behalf of the Board of
Directors of the Company and the proper filing with the Secretary of State of
the State of Delaware of a Certificate of Designation relating to such series
of Preferred Stock, all necessary corporate action on the part of the Company
will have been taken to authorize the issuance and sale of such series of
Preferred Stock proposed to be sold by the Company, and when such shares of
Preferred Stock are issued and delivered in accordance with the applicable
underwriting or other agreement, such shares of Preferred Stock will be
validly issued, fully paid and non-assessable, enforceable in accordance with
their terms, except as (a) the enforceability thereof may be limited by
bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium or
similar laws now or hereinafter in effect relating to or affecting the
enforcement of creditors' rights generally and (b) the availability of
equitable remedies may be limited by equitable principles of general
applicability (regardless of whether considered in a proceeding at law or in
equity).

     (3)  When any supplemental Indenture to be entered into in connection
with the issuance of any Debt Security have been duly authorized, executed
and delivered by the trustee and the Company, the specific terms of a
particular Debt Security have been duly authorized and established in
accordance with the applicable supplemental Indenture and such Debt Security
has been duly authorized, executed, authenticated, issued and delivered in
accordance with the applicable supplemental Indenture and the applicable
underwriting or other agreement, such Debt Security will constitute a valid
and binding obligation of the Company, enforceable in accordance with its
terms, except as (a) the enforceability thereof may be limited by bankruptcy,
insolvency,


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reorganization, fraudulent transfer, moratorium or similar laws now or
hereinafter in effect relating to or affecting the enforcement of creditors'
rights generally and (b) the availability of equitable remedies may be
limited by equitable principles of general applicability (regardless of
whether considered in a proceeding at law or in equity).

     (4)  When the Guarantees have been duly authorized by the Company, the
applicable Guarantee Agreement has been duly executed and delivered and the
Trust Securities have been duly issued and delivered by the Trust as
contemplated by the Registration Statement and any prospectus supplement
relating thereto, the Guarantees will constitute valid and binding
obligations of the Company, enforceable in accordance with their terms,
except as (a) the enforceability thereof may be limited by bankruptcy,
insolvency, reorganization, fraudulent transfer, moratorium or similar laws
now or hereinafter in effect relating to or affecting the enforcement of
creditors' rights generally and (b) the availability of equitable remedies
may be limited by equitable principles of general applicability (regardless
of whether considered in a proceeding at law or in equity).

     (5)  When the Stock Purchase Units and Stock Purchase Contracts have
been duly authorized by the Company, the applicable Purchase Contract
Agreement and Pledge Agreement have been duly executed and delivered, the
Stock Purchase Units and Stock Purchase Contracts will constitute valid and
binding obligations of the Company, enforceable in accordance with their
terms, except as (a) the enforceability thereof may be limited by bankruptcy,
insolvency, reorganization, fraudulent transfer, moratorium or similar laws
now or hereinafter in effect relating to or affecting the enforcement of
creditors' rights generally and (b) the availability of equitable remedies
may be limited by equitable principles of general applicability (regardless
of whether considered in a proceeding at law or in equity).

     We are members of the Bar of the State of New York and the foregoing
opinion is limited to the laws of the State of New York, the federal laws of
the United States of America and the General Corporation Law of the State of
Delaware.

     We hereby consent to the filing of this opinion as an Exhibit to the
Registration Statement referred to above, and further consent to the
reference to our name under the caption "Legal Matters" in the Prospectus
which is a part of the Registration Statement, without admitting that we are
experts within the meaning of the Securities Act.

                                                Very truly yours,


                                             /s/ Davis Polk & Wardwell
                                             -------------------------

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