NEW NISOURCE INC. AND

EXHIBIT 4.5
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NEW NISOURCE INC.

AND

THE CHASE MANHATTAN BANK,
AS PURCHASE CONTRACT AGENT

PURCHASE CONTRACT AGREEMENT

DATED AS OF NOVEMBER 1, 2000

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RE:

STOCK APPRECIATION INCOME LINKED SECURITIES{SM}
(SAILS{SM})

NEW NISOURCE INC.

TABLE OF CONTENTS

Page
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R E C I T A L S . . . . . . . . . . . . . . . . . . . . . . . . . . 1

ARTICLE I - Definitions and Other Provisions of General
Applications
Section 1.1. Rules of Interpretation and Definitions . . . 1
Section 1.2. Compliance Certificates and Opinions . . . . 12
Section 1.3. Form of Documents Delivered to Agent . . . . 13
Section 1.4. Acts of Holders; Record Dates . . . . . . . . 14
Section 1.5. Notices . . . . . . . . . . . . . . . . . . . 15
Section 1.6. Notice to Holders; Waiver . . . . . . . . . . 16
Section 1.7. Effect of Headings and Table of Contents . . 16
Section 1.8. Successors and Assigns . . . . . . . . . . . 16
Section 1.9. Separability Clause . . . . . . . . . . . . . 17
Section 1.10. Benefits of Agreement . . . . . . . . . . . . 17
Section 1.11. Governing Law . . . . . . . . . . . . . . . . 17
Section 1.12. Legal Holidays . . . . . . . . . . . . . . . 17
Section 1.13. Counterparts . . . . . . . . . . . . . . . . 17
Section 1.14. Inspection of Agreement . . . . . . . . . . . 17
Section 1.15. Name of the Company . . . . . . . . . . . . . 17

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

ARTICLE III - THE UNITS
Section 3.1. Amount; Form and Denominations . . . . . . . 19
Section 3.2. Rights and Obligations Evidenced by the
Certificates . . . . . . . . . . . . . . . . 20
Section 3.3. Execution, Authentication, Delivery and
Dating . . . . . . . . . . . . . . . . . . . 21
Section 3.4. Temporary Certificates . . . . . . . . . . . 21
Section 3.5. Registration; Registration of Transfer and
Exchange . . . . . . . . . . . . . . . . . . 22
Section 3.6. Book-entry Interests . . . . . . . . . . . . 23
Section 3.7. Notices to Holders . . . . . . . . . . . . . 24
Section 3.8. Appointment of Successor Clearing Agency . . 24
Section 3.9. Definitive Certificates . . . . . . . . . . . 24
Section 3.10. Mutilated, Destroyed, Lost and Stolen
Certificates . . . . . . . . . . . . . . . . 25
Section 3.11. Persons Deemed Owners . . . . . . . . . . . . 26
Section 3.12. Cancellation . . . . . . . . . . . . . . . . 26
Section 3.13. Substitution of Units . . . . . . . . . . . . 27
Section 3.14. Reestablishment of Corporate Unit . . . . . . 28
Section 3.15. Transfer of Collateral Upon Occurrence of
Termination Event . . . . . . . . . . . . . . 29
Section 3.16. No Consent to Assumption . . . . . . . . . . 29

-i-

ARTICLE IV - THE DEBENTURES
Section 4.1. Establishment of Rate; Notice of Settlement
Procedures . . . . . . . . . . . . . . . . . 30
Section 4.2. Notice and Voting . . . . . . . . . . . . . . 30

ARTICLE V - THE PURCHASE CONTRACTS
Section 5.1. Purchase of Shares of Common Stock . . . . . 31
Section 5.2. [Intentionally omitted] . . . . . . . . . . . 32
Section 5.3. [Intentionally omitted] . . . . . . . . . . . 32
Section 5.4. Payment of Purchase Price . . . . . . . . . . 32
Section 5.5. Issuance of Shares of Common Stock . . . . . 36
Section 5.6. Adjustment of Settlement Rate . . . . . . . . 36
Section 5.7. Notice of Adjustments and Certain Other
Events . . . . . . . . . . . . . . . . . . . 43
Section 5.8. Termination Event; Notice . . . . . . . . . . 43
Section 5.9. [Intentionally omitted] . . . . . . . . . . . 44
Section 5.10. No Fractional Shares . . . . . . . . . . . . 44
Section 5.11. Charges and Taxes . . . . . . . . . . . . . . 44

ARTICLE VI - REMEDIES
Section 6.1. Unconditional Right of Holders to Purchase
Common Stock . . . . . . . . . . . . . . . . 44
Section 6.2. Restoration of Rights and Remedies . . . . . 45
Section 6.3. Rights and Remedies Cumulative . . . . . . . 45
Section 6.4. Delay or Omission Not Waiver . . . . . . . . 45
Section 6.5. Undertaking for Costs . . . . . . . . . . . . 45
Section 6.6. Waiver of Stay or Extension Laws . . . . . . 46

ARTICLE VII - THE AGENT
Section 7.1. Certain Duties and Responsibilities . . . . . 46
Section 7.2. Notice of Default . . . . . . . . . . . . . . 47
Section 7.3. Certain Rights of Agent . . . . . . . . . . . 47
Section 7.4. Not Responsible for Recitals or Issuance of
Units . . . . . . . . . . . . . . . . . . . . 48
Section 7.5. May Hold Units . . . . . . . . . . . . . . . 48
Section 7.6. Money Held in Custody . . . . . . . . . . . . 48
Section 7.7. Compensation and Reimbursement . . . . . . . 49
Section 7.8. Corporate Agent Required; Eligibility . . . . 49
Section 7.9. Resignation and Removal; Appointment of
Successor . . . . . . . . . . . . . . . . . . 50
Section 7.10. Acceptance of Appointment by Successor. . . . 51
Section 7.11. Merger, Conversion, Consolidation or
Succession to Business . . . . . . . . . . . 52
Section 7.12. Preservation of Information; Communications
to Holders . . . . . . . . . . . . . . . . . 52
Section 7.13. No Obligations of Agent . . . . . . . . . . . 52
Section 7.14. Tax Compliance . . . . . . . . . . . . . . . 53

ARTICLE VIII - SUPPLEMENTAL AGREEMENTS
Section 8.1. Supplemental Agreements Without Consent of
Holders . . . . . . . . . . . . . . . . . . . 53

-ii-

Section 8.2. Supplemental Agreements With Consent of
Holders . . . . . . . . . . . . . . . . . . . 54
Section 8.3. Execution of Supplemental Agreements . . . . 55
Section 8.4. Effect of Supplemental Agreements . . . . . . 55
Section 8.5. Reference to Supplemental Agreements . . . . 55

ARTICLE IX - CONSOLIDATION, MERGER, SALE OR CONVEYANCE
Section 9.1. Covenant Not to Merge, Consolidate, Sell or
Convey Property Except Under Certain
Conditions . . . . . . . . . . . . . . . . . 56
Section 9.2. Rights and Duties of Successor Corporation . 56
Section 9.3. Opinion of Counsel Given to Agent . . . . . . 57

ARTICLE X - COVENANTS
Section 10.1. Performance Under Purchase Contracts . . . . 57
Section 10.2. Maintenance of Office or Agency . . . . . . . 57
Section 10.3. Company to Reserve Common Stock . . . . . . . 58
Section 10.4. Covenants as to Common Stock . . . . . . . . 58
Section 10.5. Statements of Officers of the Company as to
Default . . . . . . . . . . . . . . . . . . . 58
Section 10.6. ERISA . . . . . . . . . . . . . . . . . . . . 58

EXHIBIT A Form of Corporate Unit Certificate
EXHIBIT B Form of Treasury Unit Certificate
EXHIBIT C Instruction to Purchase Contract Agent
EXHIBIT D Notice from Purchase Contract Agent to Holders (Transfer of
Collateral upon Occurrence of a Termination Event)
EXHIBIT E Notice to Settle by Separate Cash
EXHIBIT F Notice from Purchase Contract Agent to Collateral Agent and
Indenture Trustee (Payment of Purchase Contract Settlement
Price)

-iii-

PURCHASE CONTRACT AGREEMENT

PURCHASE CONTRACT AGREEMENT, dated as of November 1, 2000,
between New NiSource Inc., a corporation duly organized and existing
under the laws of the State of Delaware (the "Company"), and The Chase
Manhattan Bank, a corporation duly organized and existing under the
laws of the State of New York, acting as purchase contract agent for
the Holders of Units from time to time (the "Agent").

R E C I T A L S

The Company has duly authorized the execution and delivery
of this Agreement and the Certificates evidencing the Stock
Appreciation Income Linked Securities{SM} ("SAILS{SM}" or
"Units").<1>

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

W I T N E S S E T H :

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

ARTICLE I

DEFINITIONS AND OTHER PROVISIONS
OF GENERAL APPLICATIONS

SECTION 1.1. RULES OF INTERPRETATION AND DEFINITIONS.
For all purposes of this Agreement, except as otherwise expressly
provided in this Agreement 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 one gender include the other
genders;

<1>"Stock Appreciation Income Linked Securities{SM}" and
"SAILS{SM}" are service marks of Credit Suisse First Boston
Corporation.

(b) all accounting terms not otherwise defined in this
Agreement 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) references to Sections refer to Sections of this
Agreement unless another instrument is expressly identified as part of
the reference;

(e) the following term has the meaning given to it in the
First Supplemental Indenture: "Interest Rate"; and

(f) the following terms have the meanings given to them
below:

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

"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, the term "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.

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

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

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

"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 Global
Certificate, a Person who is the beneficial owner of the Book-Entry
Interest in such Global Certificate as reflected on the books of the
Clearing Agency or on the books of a Person maintaining an account

with such Clearing Agency (directly as a Clearing Agency Participant
or as an indirect participant, in each case in accordance with the
rules of such Clearing Agency).

"Board of Directors" means the board of directors of the
Company or a duly authorized committee of that board.

"Board Resolution" means one or more resolutions of the
Board of Directors, a copy of which has been (i) 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 (ii) delivered to the Agent.

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

"Business Day" means any day other than a Saturday or Sunday
or a day on which banks and trust companies located in the
municipality in which the Corporate Trust Office is located are
authorized or required by law, regulation or executive order to remain
closed; PROVIDED, that for purposes of Section 1.12 only, the term
"Business Day" shall also 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
5.4(a)(i).

"Certificate" means a Corporate Unit Certificate or a
Treasury Unit Certificate.

"Change in Control" means the occurrence of any of the
following events:

(i) the acquisition, directly or indirectly, by
an entity, person or group (including all
Affiliates or Associates of such entity,
person or group but excluding the Company,
its Affiliates, its employee benefit plans
and the employee benefit plans of its
Affiliates) of (A) beneficial ownership, as
that term is defined in Rule 13d-3 under the
Securities Exchange Act of 1934, as amended,
of capital stock of the Company entitled to
exercise more than 50% of the outstanding
voting power of all capital stock of the
Company entitled to vote generally in
elections of directors ("Voting Power") or
(B) a contractual right to appoint more than
half of the members of the Company's Board of
Directors;

(ii) the actual voting by an entity, person or
group (including all Affiliates or Associates
of such entity, person or group but excluding
the Company, its Affiliates, its employee
benefit plans and the employee benefit plans
of its Affiliates) of capital stock of the
Company entitled to vote generally in the
elections of directors and/or the exercise of
proxies by such entity, person or group with
respect to such capital stock, at one or more
elections of directors, in the aggregate
sufficient to elect a majority of the members
of the Company's Board of Directors, if the
proxies were not solicited by or on behalf of
the Company's Board of Directors;

(iii) the effective time of (a) a merger or
consolidation of New NiSource Inc. with one
or more other corporations as a result of which
the holders of the outstanding Voting Power of New
NiSource Inc. immediately prior to such merger or
consolidation (other than the surviving or resulting
corporation or any Affiliate or Associate of New
NiSource Inc.) hold less than 50% of the Voting Power
of the surviving or resulting corporation, or (b) a
transfer of more than 50% of the Voting Power of New
NiSource Inc. other than to an entity of which New
NiSource Inc. owns at least 50% of the Voting Power; or

(iv) any sale, transfer, lease or conveyance to
an entity, person or group (including all
Affiliates or Associates of such entity,
person or group but excluding the Company's
Affiliates) of the property or assets of the
Company as an entirety or substantially as an
entirety in one or a series of related
transactions.

For purposes of this definition only, the terms "Affiliate" or
"Associate" shall have the respective meanings set forth in Rule 12b-2
under the Exchange Act.

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

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

"Closing Price" has the meaning specified in Section 5.1.

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

"Collateral" has the meaning specified in the Pledge
Agreement.

"Collateral Account" has the meaning specified in the Pledge
Agreement.

"Collateral Agent" means Bank One Trust Company, National
Association, 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, after which the term
"Collateral Agent" shall mean the Person who is then the Collateral
Agent under the Pledge Agreement.

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

"Common Stock" means the shares of common stock, $0.01 par
value per share, of the Company.

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

"Corporate Trust Office" means the corporate trust office of
the Agent at which, at any particular time, its corporate trust
business shall be administered, which office on the date of this
Agreement is located at ▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇
▇▇▇▇▇, Attention: Capital Markets Fiduciary Services.

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

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

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

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

"Debentures" means the series of debentures to be issued by
the Company under the Indenture.

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

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

"Effective Time" has the meaning specified in Section 2.3 of
the Agreement and Plan of Merger, dated as of February 27, 2000, and
amended and restated as of March 31, 2000, among Columbia Energy
Group, NiSource Inc., the Company, Parent Acquisition Corp., Company
Acquisition Corp. and NiSource Finance Corp., as from time to time
amended and supplemented.

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

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

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

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

"First Supplemental Indenture" means the First Supplemental
Indenture, dated as of November 1, 2000, between the Company and the
Indenture Trustee, supplementing the Indenture to provide for the
issuance of the Debentures.

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

"Holder," when used with respect to a Unit, means the Person
in whose name the Unit evidenced by a Corporate Unit Certificate
and/or a Treasury Unit Certificate is registered in the related
Corporate Unit Register and/or the Treasury Unit Register, as the case
may be; PROVIDED, that in determining whether the Holders of the
requisite number of Corporate Units and/or Treasury Units have voted
on any matter, then for the purpose of such determination only (and
not for any other purpose), if the Unit remains in the form of one or
more Global Certificates and if the Clearing Agency which is the
holder of such Global Certificate has sent an omnibus proxy assigning
voting rights to the Clearing Agency Participants to whose accounts
the Units are credited on the record date, the term "Holder" shall

mean such Clearing Agency Participant acting at the direction of the
Beneficial Owners.

"Indenture" means the Indenture, dated as of November 1,
2000, between the Company and the Indenture Trustee, as amended and
supplemented (including by the First Supplemental Indenture and by any
provisions of the TIA that are deemed incorporated into it), pursuant
to which the Debentures are to be issued.

"Indenture Trustee" means The Chase Manhattan Bank, a
corporation duly organized and existing under the laws of the State of
New York, as trustee under the Indenture, or any successor to it under
the Indenture.

"Issuer Order" or "Issuer Request" means a written request
or order signed in the name of the Company by its Chairman of the
Board, its President or one of its Vice Presidents, and countersigned
by its Treasurer, an Assistant Treasurer, its Secretary or an
Assistant Secretary, and delivered to the Agent.

"NYSE" has the meaning specified in Section 5.1.

"Officers' Certificate" means a certificate signed by the
Chairman of the Board, the President or one of the Vice Presidents,
and countersigned by the Treasurer, an Assistant Treasurer, the
Secretary or an Assistant Secretary, of the Company, and delivered to
the Agent.

"Opinion of Counsel" means a written opinion of counsel, who
may be counsel for the Company (including an employee of the Company),
and who shall be reasonably acceptable to the Agent. An opinion of
counsel may rely on certificates of officers of the Company as to
matters of fact.

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

(i) If a Termination Event has occurred, (A) Treasury
Units and (B) Corporate Units for which the
underlying Debentures have been previously
deposited with the Agent in trust for the Holders
of such Corporate Units;

(ii) Corporate Units and Treasury Units evidenced by
Certificates previously cancelled by the Agent or
delivered to the Agent for cancellation or deemed
cancelled pursuant to the provisions of this
Agreement; and

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

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

"Permitted Investments" has the meaning set forth in Article
I 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 of a
government 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
Debentures or the Treasury Securities, in either case constituting a
part of the Units.

"Pledge Agreement" means the Pledge Agreement, dated as of
the date of this Agreement, by and among the Company, the Collateral
Agent, the Securities Intermediary and the Agent, on its own behalf

and as attorney-in-fact for the Holders from time to time of the
Units.

"Pledged Debentures" has the meaning set forth in the Pledge
Agreement.

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

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

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

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

"Proceeds" has the meaning set forth in Article I of the
Pledge Agreement.

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

"Purchase Contract Settlement Date" means November 1,
2004<2>; PROVIDED, that if a Change in Control becomes effective
prior to that date, the Purchase Contract Settlement Date shall be the
date that is eight Business Days after the date on which the Change in
Control becomes effective.

<2>The date that is four years after the Effective Time.

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

"Purchase Price" has the meaning specified in Section 5.1.

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

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

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

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

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

"Remarketing Agreement" means the Remarketing Agreement
dated as of November 1, 2000, by and between the Company and the
Remarketing Agent.

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

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

"Securities Intermediary" means Bank One Trust Company,
National Association, as Securities Intermediary under the Pledge
Agreement until a successor Securities Intermediary shall have become
such pursuant to the applicable provisions of the Pledge Agreement,
after which the term "Securities Intermediary" shall mean such
successor.

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

"Stated Amount" means $2.60 in cash.

"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; or (ii) a
judgment, decree or court order for the appointment of a receiver or
liquidator or trustee or assignee in bankruptcy or insolvency of the
Company or of its property, or for the winding up or liquidation of
its affairs, shall have been entered, and, unless such judgment,
decree or order shall have been entered within 60 days prior to the
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; or (iv) an "Event of
Default" under (and as defined in) the Indenture.

"Threshold Appreciation Price" has the meaning specified in
Section 5.1.

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

"Trading Day" has the meaning specified in Section 5.1.

"Trading Price" of a security on any date of determination
means (i) the closing sale price (or, if no closing price is reported,
the last reported sale price) of a security (regular way) on the NYSE
on such date, (ii) if such security is not listed for trading on the
NYSE on any such date, the closing sale price as reported in the
composite transactions for the principal United States securities
exchange on which such security is so listed, (iii) if such security
is not so listed on a United States national or regional securities
exchange, the closing sale price as reported by The NASDAQ Stock
Market, (iv) if such security is not so reported, the price quoted by
Interactive Data Corporation for such security or, if Interactive Data
Corporation is not quoting such price, a similar quotation service
selected by the Company, (v) if such security is not so quoted, the
average of the mid-point of the last bid and ask prices for such
security from at least two dealers recognized as market-makers for
such security, or (vi) if such security is not so quoted, the average
of the last bid and ask prices for such security from a Reference
Dealer.

"Treasury Security" means a zero-coupon U.S. Treasury
Security (CUSIP Number 912833 N H9) in the principal amount of maturity

of $1,000, which is the principal strip of the U. S. Treasury
Securities which mature on October 30, 2004.<3>

"Treasury Unit" means, following the substitution of one or
more Treasury Securities for Debentures as collateral to secure a
holder's obligations under a Purchase Contract, the collective rights
and obligations of a Holder of a Treasury Unit Certificate in respect
of such Treasury Securities, subject in each case to the Pledge, and
the related Purchase Contract.

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

"Treasury Unit Register" and "Treasury Unit Registrar" have
the respective meanings specified in Section 3.5.

"Unit" means the collective reference to the Corporate Units
and the Treasury Units.

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

SECTION 1.2. COMPLIANCE CERTIFICATES AND OPINIONS.
Except as otherwise expressly provided by this Agreement, upon any
application or request by the Company to the Agent to take any action
in accordance with any provision of this Agreement, the Company shall
furnish to the 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 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:

<3>The stripped U.S. Treasury Securities will be identified at
the time the Purchase Contract Agreement and the Pledge Agreement are
executed and delivered and will be a stripped U.S. Treasury Security
that has a principal amount at maturity of $1,000 and matures on the
Business Day before the Purchase Contract Settlement Date or, if no
U.S. Treasury Securities of the appropriate denomination mature on
that date, on a Business Day that is in advance of the Purchase
Contract Settlement Date and as close as possible to it.

(1) a statement that each individual signing such
certificate or opinion has read such covenant or
condition and the definitions in this Agreement
relating to it;

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

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

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

SECTION 1.3. FORM OF DOCUMENTS DELIVERED TO AGENT. In
any case where several matters are required to be certified by, or
covered by an opinion of, any specified Person, it is not necessary
that all such matters be certified by, or covered by the opinion of,
only one such Person, or that they be so certified or covered by only
one document, but one such Person may certify or give an opinion with
respect to some matters and one or more other such Persons as to other
matters, and any such Person may certify or give an opinion as to such
matters in one or several documents.

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

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

SECTION 1.4. ACTS OF HOLDERS; RECORD DATES.

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

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

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

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

(e) The Company may set any day as a record date for the
purpose of determining the Holders of Outstanding Units entitled to
give, make or take any request, demand, authorization, direction,
notice, consent, waiver or other action provided or permitted by this
Agreement to be given, made or taken by Holders of Units. If any
record date is set pursuant to this paragraph, the Holders of the
Outstanding Corporate Units and the Outstanding Treasury Units, as the
case may be, on such record date, and no other Holders, shall be
entitled to take the relevant action with respect to the Corporate
Units or the Treasury 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 unless taken on or prior to the applicable
Expiration Date by Holders of the requisite number of Outstanding
Units on such record date. Nothing in this paragraph shall be
construed to prevent the Company from setting a new record date for
any action for which a record date has previously been set pursuant to
this paragraph (in which case the record date previously set shall
automatically and with no action by any Person be cancelled and be of

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

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

SECTION 1.5. NOTICES. Any notice or communication is
duly given if in writing and delivered in person or mailed by first
class mail (registered or certified, return receipt requested),
telecopier (with receipt confirmed) or overnight air courier
guaranteeing next day delivery, to the others' address; PROVIDED, that
notice shall be deemed given to the Agent only when it receives the
notice:

If to the Agent:

The Chase Manhattan Bank
▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Telecopier No.: ▇▇▇-▇▇▇-▇▇▇▇
Attention: Capital Markets Fiduciary Services

If to the Company:

New NiSource Inc.
▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
Telecopier No.: ▇▇▇-▇▇▇-▇▇▇▇
Attention: ▇▇▇▇▇▇▇ ▇. Adik

If to the Collateral Agent:

Bank One Trust Company, National Association
▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
Telecopier No.: ▇▇▇-▇▇▇-▇▇▇▇
Attention: Corporate Trust Administration

If to the Indenture Trustee:

SECTION 1.6. NOTICE TO HOLDERS; WAIVER. Where this
Agreement provides for notice to Holders of any event, such notice
shall be sufficiently given (unless otherwise expressly provided in
this Agreement) if in writing and mailed, first-class postage prepaid,
to each Holder affected by such event, at its address as it appears in
the applicable Register, not later than the latest date, and not
earlier than the earliest date, prescribed for the giving of such
notice. In any case where notice to Holders is given by mail, neither
the failure to mail such notice, nor any defect in any notice so
mailed, to any particular Holder shall affect the sufficiency of such
notice with respect to other Holders. Where this Agreement provides
for notice in any manner, such notice may be waived in writing by the
Person entitled to receive such notice, either before or after the
event, and such waiver shall be the equivalent of such notice.
Waivers of notice by Holders shall be filed with the Agent, but such
filing shall not be a condition precedent to the validity of any
action taken in reliance upon such waiver.

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

SECTION 1.7. EFFECT OF HEADINGS AND TABLE OF CONTENTS.
The Article and Section headings in this Agreement and the Table of
Contents are for convenience of reference only and shall not affect
the construction of this Agreement.

SECTION 1.8. SUCCESSORS AND ASSIGNS. All covenants and
agreements in this Agreement made by the Company shall bind its
successors and assigns, whether so expressed or not.

SECTION 1.9. SEPARABILITY CLAUSE. In case any provision
in this Agreement or in the Units shall be invalid, illegal or
unenforceable, the validity, legality and enforceability of the
remaining provisions of this Agreement and of the Units shall not in
any way be affected or impaired.

SECTION 1.10. BENEFITS OF AGREEMENT. Nothing in this
Agreement or in the Units, express or implied, shall give to any
Person, other than the parties and their successors under this
Agreement and, to the extent provided by this Agreement, 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 of this Agreement and of the Units evidenced by their
Certificates by their acceptance of delivery of such Certificates.

SECTION 1.11. GOVERNING LAW. This Agreement and the Units
shall be governed by and construed in accordance with the internal law
of the State of New York, without giving effect to any contrary
conflict of laws or choice of law provisions of the law of the State
of New York or any other jurisdiction.

SECTION 1.12. LEGAL HOLIDAYS. If the Purchase Contract
Settlement Date is not a Business Day, then (notwithstanding any other
provision of this Agreement, the Corporate Unit Certificates or the
Treasury Unit Certificates) Purchase Contracts shall not be performed
on such date, but the Purchase Contracts shall be performed on the
immediately following Business Day with the same force and effect as
if performed on the Purchase Contract Settlement Date.

SECTION 1.13. COUNTERPARTS. This Agreement may be
executed in any number of counterparts by the parties 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. NAME OF THE COMPANY. The Company, NiSource
Inc., an Indiana corporation ("NiSource"), Columbia Energy Group, a
Delaware corporation ("Columbia"), Parent Acquisition Corp., an
Indiana corporation, Company Acquisition Corp., a Delaware
corporation, and NiSource Finance Corp., an Indiana corporation, have
entered into the Agreement and Plan of Merger dated as of February 27,
2000, as amended and restated as of March 31, 2000 (the "Merger
Agreement"), pursuant to which, among other things, NiSource and
Columbia will become wholly owned subsidiaries of the Company and the
former stockholders of NiSource and Columbia will become stockholders
of the Company (the "Merger"). The Merger will become effective

contemporaneously with the execution and delivery of this Agreement by
the Company. Immediately following the Merger, NiSource will merge
with and into the Company with the Company as the survivor, and the
Company will immediately thereafter change its name from New NiSource
Inc. to NiSource Inc. Accordingly, after the Company has so changed
its name, all references in this Agreement and in any Units issued
under this Agreement to the Company's former name shall be deemed
to refer to its new name, NiSource Inc.

ARTICLE II

CERTIFICATE FORMS

SECTION 2.1. FORMS OF CERTIFICATES GENERALLY. The
Corporate Unit Certificates (including the form of Purchase Contract
forming part of the Corporate Units evidenced by such Corporate Unit
Certificates) shall be in substantially the form set forth in EXHIBIT
A, with such letters, numbers or other marks of identification or
designation and such legends or endorsements printed, lithographed or
engraved on such Certificates as may be required by the rules of any
securities exchange on which the Corporate Units are listed or of any
depositary for them, or as may, consistently with this Agreement, be
determined by the officers of the Company executing such Corporate
Unit Certificates, as evidenced by their execution of the Corporate
Unit Certificates (but which do not affect or change the rights or
duties of the Agent).

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

The Treasury Unit Certificates (including the form of
Purchase Contracts forming part of the Treasury Units evidenced by
such Treasury Unit Certificates) shall be in substantially the form
set forth in EXHIBIT B, with such letters, numbers or other marks of
identification or designation and such legends or endorsements
printed, lithographed or engraved on such Certificates as may be
required by the rules of any securities exchange on which the Treasury
Units may be listed or any depositary for them, or as may,
consistently with this Agreement, be determined by the officers of the
Company executing such Treasury Unit Certificates, as evidenced by
their execution of the Treasury Unit Certificates (but which do not
affect or change the rights or duties of the Agent).

The definitive Treasury Unit Certificates shall be printed,
lithographed or engraved on steel engraved borders or may be produced
in any other manner, all as determined by the officers of the Company
executing the Treasury Units evidenced by such Treasury Unit

Certificates, consistent with the provisions of this Agreement, as
evidenced by their execution of the Treasury Unit Certificates.

Every Global Certificate authenticated, executed on behalf
of the Holders and delivered under this Agreement 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
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."

SECTION 2.2. FORM OF AGENT'S CERTIFICATE OF
AUTHENTICATION. The form of the Agent's certificate of
authentication of the Corporate Units shall be in substantially the
form set forth on the form of the Corporate Unit Certificates.

The form of the Agent's certificate of authentication on the
Treasury Units shall be in substantially the form set forth on the
form of the Treasury Unit Certificates.

ARTICLE III

THE UNITS

SECTION 3.1. AMOUNT; FORM AND DENOMINATIONS. The
aggregate number of Units evidenced by Certificates authenticated,
executed on behalf of the Holders and delivered under this Agreement

is limited to 56,000,000<4> except for Certificates authenticated,
executed and delivered upon registration of transfer of, in exchange
for, or in lieu of, other Certificates pursuant to Sections 3.4, 3.5,
3.10, 3.13, 3.14, or 8.5.

The Certificates shall be issuable only in registered form
and only in denominations of a single Corporate Unit or Treasury Unit
and any integral multiple thereof.

SECTION 3.2. RIGHTS AND OBLIGATIONS EVIDENCED BY THE
CERTIFICATES. Each Corporate Unit Certificate shall evidence the
number of Corporate Units specified in it, with each such Corporate
Unit representing the ownership by the Holder of a beneficial interest
in a Debenture, subject to the Pledge of such Debenture by such Holder
pursuant to the Pledge Agreement, and the rights and obligations of
the Holder of such Certificate and the Company under one Purchase
Contract. The Agent as attorney-in-fact for, and on behalf of, the
Holder of each Corporate Unit shall pledge, pursuant to the Pledge
Agreement, the Debenture forming a part of such Corporate 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 Debenture for
the benefit of the Company, to secure the obligation of the Holder
under such Purchase Contract to purchase the Common Stock of the
Company. Prior to the purchase of shares of Common Stock under a
Purchase Contract, such Purchase Contract shall not entitle the Holder
of a Corporate Unit Certificate to any of the rights of a holder of
shares of Common Stock, including, without limitation, the right to
vote or receive any dividends or other payments or to consent or to
receive notice as a stockholder in respect of the meetings of
stockholders or for the election of directors of the Company or for
any other matter, or any other rights as a stockholder of the Company.

Each Treasury Unit Certificate shall evidence the number of
Treasury Units specified in it, with each such Treasury Unit
representing the ownership by the Holder of such Certificate of a
beneficial interest in a Treasury Security with a principal amount at
maturity equal to $1,000.00, subject to the Pledge of such Treasury
Security by such Holder pursuant to the Pledge Agreement, and the
rights and obligations of the Holder of such Unit and the Company
under one Purchase Contract. Prior to the purchase of shares of
Common Stock under a Purchase Contract, such Purchase Contract shall
not entitle the Holder of a Treasury Unit Certificate to any of the
rights of a holder of shares of Common Stock, including, without
limitation, the right to vote or receive any dividends or other
payments or to consent or to receive notice as a stockholder in
respect of the meetings of stockholders or for the election of
directors of the Company or for any other matter, or any other rights
as a stockholder of the Company.

<4>To be determined at the time the Purchase Contract Agreement
is executed and delivered.

SECTION 3.3. EXECUTION, AUTHENTICATION, DELIVERY AND
DATING. Subject to the provisions of Sections 3.13 and 3.14, upon
the execution and delivery of this Agreement, and at any time and from
time to time thereafter, the Company may deliver Certificates executed
by the Company to the Agent for authentication, execution on behalf of
the Holders and delivery, together with its Issuer Order for
authentication of such Certificates, and the Agent in accordance with
such Issuer Order shall authenticate, execute on behalf of the Holders
and deliver such Certificates.

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, even if 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 Agent, as
such Holder's attorney-in-fact. Such signature by an authorized
signatory of the Agent shall be conclusive evidence that the Holder of
such Certificate has entered into the 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 in this Agreement executed by
an authorized signatory of the Agent by manual signature, and such
certificate upon any Certificate shall be conclusive evidence, and the
only evidence, that such Certificate has been duly authenticated and
delivered under this Agreement.

SECTION 3.4. TEMPORARY CERTIFICATES. Pending the
preparation of definitive Certificates, the Company shall execute and
deliver to the Agent, and the Agent shall authenticate, execute on
behalf of the Holders, and deliver, in lieu of such definitive
Certificates, temporary Certificates which are in substantially the
form set forth in EXHIBIT A or EXHIBIT B, 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 on
them as may be required by the rules of any securities exchange on
which the Corporate Units or Treasury Units are listed, or of any

depositary for them, or as may, consistently with this Agreement, be
determined by the officers of the Company executing such Certificates,
as evidenced by their execution of the Certificates (but which do not
affect or change the rights or duties of the Agent).

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

SECTION 3.5. REGISTRATION; REGISTRATION OF TRANSFER AND
EXCHANGE. The Agent shall keep at the Corporate Trust Office a
register (the "Corporate Unit Register") in which, subject to such
reasonable regulations as it may prescribe, the Agent shall provide
for the registration of Corporate Unit Certificates and of transfers
of Corporate Unit Certificates (the Agent, in such capacity, the
"Corporate Unit Registrar") and a register (the "Treasury Unit
Register") in which, subject to such reasonable regulations as it may
prescribe, the Agent shall provide for the registration of the
Treasury Unit Certificates and transfers of Treasury Unit Certificates
(the Agent, in such capacity, the "Treasury Unit Registrar").

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

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

deliver the Certificates which the Holder making the exchange is
entitled to receive.

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

Every Certificate presented or surrendered for registration
of transfer or for exchange shall (if so required by the Agent) be
duly endorsed, or be accompanied by a written instrument of transfer
in form satisfactory to the Company and the Agent duly executed, by
the Holder 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 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 3.6 and 8.5 not involving any
transfer.

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

SECTION 3.6. BOOK-ENTRY INTERESTS. The Certificates, on
original issuance, will be issued in the form of one or more fully
registered Global Certificates, to be delivered to the Depositary by,
or on behalf of, the Company. Such Global Certificate shall initially
be registered on the books and records of the Company in the name of
Cede & Co., the nominee of the Depositary, and no Beneficial Owner
will receive a definitive Certificate representing such Beneficial
Owner's interest in such Global Certificate, except as provided in

Section 3.9. The Agent shall enter into an agreement with the
Depositary if so requested by the Company. Unless and until
definitive, fully registered Certificates have been issued to
Beneficial Owners pursuant to Section 3.9:

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

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

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

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

SECTION 3.7. NOTICES TO HOLDERS. Whenever a notice or
other communication to the Holders is required to be given under this
Agreement, the Company or the Company's agent shall give such notices
and communications to the Holders and, with respect to any Units
registered in the name of a Clearing Agency or the nominee of a
Clearing Agency, the Company or the Company's agent shall, except as
set forth in this Agreement, have no obligations to the Beneficial
Owners.

SECTION 3.8. APPOINTMENT OF SUCCESSOR CLEARING AGENCY.
If any Clearing Agency elects to discontinue its services as
securities depositary with respect to the Units, the Company may, in
its sole discretion, appoint a successor Clearing Agency with respect
to the Units.

SECTION 3.9. DEFINITIVE CERTIFICATES. If (i) a Clearing
Agency elects to discontinue its services as securities depositary
with respect to the Units and a successor Clearing Agency is not
appointed within 90 days after such discontinuance pursuant to Section
3.8 or (ii) there shall have occurred and be continuing a default by
the Company in respect of its obligations under one or more Purchase
Contracts, then upon surrender of the Global Certificates representing
the Units by the Clearing Agency, accompanied by registration
instructions, the Company shall cause definitive Certificates to be
delivered to Beneficial Owners in accordance with the instructions of

the Clearing Agency. The Company shall not be liable for any delay in
delivery of such instructions and may conclusively rely on, and shall
be protected in relying on, such instructions.

SECTION 3.10. MUTILATED, DESTROYED, LOST AND STOLEN
CERTIFICATES. If any mutilated Certificate is surrendered to the
Agent, the Company shall execute and deliver to the Agent, and the
Agent shall authenticate, execute on behalf of the Holder and deliver
in exchange for it, a new Certificate, evidencing the same number of
Corporate Units or Treasury Units, as the case may be, and bearing a
Certificate number not contemporaneously outstanding.

If there shall be delivered to the Company and the Agent (i)
evidence to their satisfaction of the destruction, loss or theft of
any Certificate, and (ii) such security or indemnity as may be
required by them to hold each of them and any agent of any of them
harmless, then, in the absence of written notice to the Company or the
Agent that such Certificate has been acquired by a BONA FIDE
purchaser, the Company shall execute and deliver to the Agent, and the
Agent shall authenticate, execute on behalf of the Holder, and deliver
to the Holder, in lieu of any such destroyed, lost or stolen
Certificate, a new Certificate, evidencing the same number of
Corporate Units or Treasury 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 Agent, and the Agent shall not
be obligated to authenticate, execute on behalf of the Holder, and
deliver to the Holder, a Certificate on or after the Business Day
immediately preceding the earlier of the 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 of
transfer instructions from such Holder, the Agent shall, (i) if the
Purchase Contract Settlement Date has occurred, deliver the shares of
Common Stock issuable in respect of the Purchase Contracts forming a
part of the Units evidenced by such Certificate or (ii) if a
Termination Event shall have occurred prior to the Purchase Contract
Settlement Date, transfer the Debentures or the Treasury Securities,
as the case may be, evidenced by such Certificate, in each case
subject to the applicable conditions and in accordance with the
applicable provisions of Article Five.

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

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 Units evidenced by such Certificate, whether
or not the destroyed, lost or stolen Certificate (and the Units
evidenced by it) shall be at any time enforceable by anyone, and shall
be entitled to all the benefits and be subject to all the obligations
of this Agreement equally and proportionately with any and all other
Certificates delivered under this Agreement.

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 Agent, and any agent of the Company or the Agent, may treat
the Person in whose name such Certificate is registered as the owner
of the Corporate Units or Treasury Units evidenced by such
Certificate, for the purpose of performance of the Purchase Contracts
and for all other purposes, notwithstanding any notice to the
contrary, and neither the Company nor the Agent, nor any agent of the
Company or the Agent, shall be affected by notice to the contrary.

Notwithstanding the foregoing, with respect to any Global
Certificate, nothing in this Agreement shall prevent the Company, the
Agent or any agent of the Company or the Agent, from giving effect to
any written certification, proxy or other authorization furnished by
any Clearing Agency (or its nominee), as a Holder, with respect to
such Global Certificate or impair, as between such Clearing Agency and
owners of beneficial interests in such Global Certificate, the
operation of customary practices governing the exercise of rights of
such Clearing Agency (or its nominee) as Holder of such Global
Certificate.

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 Debentures or Treasury
Securities, as the case may be, after the occurrence of a Termination
Event or upon the registration of a transfer or exchange of a Unit, or
a Collateral Substitution or the re-establishment of a Corporate Unit
shall, if surrendered to any Person other than the Agent, be delivered
to the Agent and, if not already cancelled, shall be promptly
cancelled by it. The Company may at any time deliver to the Agent for
cancellation any Certificates previously authenticated, executed and
delivered under this Agreement which the Company may have acquired in
any manner, and all Certificates so delivered shall, upon Issuer
Order, be promptly cancelled by the Agent. No Certificates shall be
authenticated, executed on behalf of the Holder and delivered in lieu
of or in exchange for any Certificates cancelled as provided in this
Section, except as expressly permitted by this Agreement. All
cancelled Certificates held by the Agent shall be destroyed by the
Agent unless otherwise directed by Issuer Order.

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

SECTION 3.13. SUBSTITUTION OF UNITS. A Holder may
separate the Debentures from the related Purchase Contracts in respect
of a Corporate Unit by substituting for such Debentures Treasury
Securities in an aggregate principal amount equal to the aggregate
principal amount at maturity of such Debentures (a "Collateral
Substitution"), at any time from and after the date of this Agreement
and on or prior to the seventh Business Day immediately preceding the
Purchase Contract Settlement Date by (a) depositing with the
Securities Intermediary Treasury Securities having an aggregate
principal amount equal to the aggregate principal amount of the
Debentures comprising part of such Corporate Unit and (b) transferring
the related Corporate Unit to the Agent accompanied by a notice to the
Agent, substantially in the form of EXHIBIT C, stating that the Holder
has transferred the relevant amount of Treasury Securities to the
Securities Intermediary and requesting that the Agent instruct the
Collateral Agent to release the Debentures underlying such Corporate
Unit, after which the Agent shall promptly give such instruction to
the Collateral Agent, substantially in the form of Exhibit A to the
Pledge Agreement. Upon receipt of the Treasury Securities described
in clause (a) above and the instruction described in clause (b) above,
in accordance with the terms of the Pledge Agreement, the Collateral
Agent will cause the Securities Intermediary to release to the Agent,
on behalf of the Holder, Debentures having a corresponding aggregate
principal amount at maturity from the Pledge, free and clear of the
Company's security interest, and upon receiving them the Agent shall
promptly:

(i) cancel the related Corporate Unit;

(ii) transfer the Debentures to the Holder; and

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

Holders who elect to separate the Debentures from the
related Purchase Contract and to substitute Treasury Securities for
such Debentures 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 neither the Company nor the Agent
shall be responsible for any such fees or expenses.

Holders may make Collateral Substitutions only in integral
multiples of 5000 Corporate Units for 13 Treasury Units.

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

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

SECTION 3.14. REESTABLISHMENT OF CORPORATE UNIT. A Holder
of a Treasury Unit may recreate a Corporate Unit at any time on or
prior to the seventh Business Day immediately preceding the Purchase
Contract Settlement Date, by (a) depositing with the Securities
Intermediary Debentures having an aggregate principal amount equal to
the aggregate principal amount at maturity of the Treasury Securities
comprising part of the Treasury Unit and (b) transferring the related
Treasury Unit to the Agent accompanied by a notice to the Agent,
substantially in the form of EXHIBIT C, stating that the Holder has
transferred the relevant amount of Debentures to the Securities
Intermediary and requesting that the Agent instruct the Collateral
Agent to release the Treasury Securities underlying such Treasury
Unit, after which the Agent shall promptly give such instruction to
the Collateral Agent, substantially in the form of Exhibit C to the
Pledge Agreement. Upon receipt of the Debentures described in clause
(a) above and the instruction described in clause (b) 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 to the Agent, free and clear of the
Company's security interest, and upon receiving them the Agent shall
promptly:

(i) cancel the related Treasury Unit;

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

(iii) authenticate, execute on behalf of such
Holder and deliver a Corporate Unit
Certificate executed by the Company in

accordance with Section 3.3 evidencing the
same number of Purchase Contracts as were
evidenced by the cancelled Treasury Unit.

Holders who elect to recreate Corporate Units shall be
responsible for any fees or expenses payable to the Collateral Agent
for its services as Collateral Agent in respect of the substitution,
and neither the Company nor the Agent shall be responsible for any
such fees or expenses.

Holders of Treasury Units may reestablish Corporate Units in
integral multiples of 13 Treasury Units for 5000 Corporate Units.

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

SECTION 3.15. TRANSFER OF COLLATERAL UPON OCCURRENCE OF
TERMINATION EVENT. Upon the occurrence of a Termination Event and the
transfer to the Agent of the Debentures underlying the Corporate Units
and the Treasury Units pursuant to the terms of the Pledge Agreement,
the Agent shall request transfer instructions with respect to such
Debentures or Treasury Securities, as the case may be, from each
Holder by written request, substantially in the form of EXHIBIT D,
mailed to such Holder at its address as it appears in the Corporate
Unit Register or the Treasury Unit Register, as the case may be. Upon
book-entry transfer of the Corporate Units or Treasury Units or
delivery of a Corporate Unit Certificate or Treasury Unit Certificate
to the Agent with such transfer instructions, the Agent shall transfer
the Debentures underlying such Corporate Units or the Treasury
Securities underlying such Treasury Units, as the case may be, to such
Holder by book-entry transfer, or other appropriate procedures, in
accordance with such instructions. If a Holder of Corporate Units or
Treasury Units fails to effect such transfer or delivery, the
Debentures underlying such Corporate Units or the Treasury Securities
underlying such Treasury Units, as the case may be, shall be held in
the name of the Agent or its nominee in trust for the benefit of such
Holder, until the earlier of (a) such Corporate Units or Treasury
Units are transferred or the Corporate Unit Certificate or Treasury
Unit Certificate is surrendered or such Holder provides satisfactory
evidence that such Corporate Unit Certificate or Treasury Unit
Certificate has been destroyed, lost or stolen, together with any
indemnity that may be required by the Agent and the Company and (b)
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
Unit, by accepting it, 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 if the Company becomes the debtor under the Bankruptcy Code
or subject to other similar state or federal law providing for
reorganization or liquidation.

ARTICLE IV

THE DEBENTURES

SECTION 4.1. ESTABLISHMENT OF RATE; NOTICE OF SETTLEMENT
PROCEDURES. The Interest Rate on the Debentures to be in effect on
and after the Purchase Contract Settlement Date shall be established
on the third Business Day immediately preceding the Purchase Contract
Settlement Date.

Not later than 15 calendar days nor more than 30 calendar
days prior to the third Business Day immediately preceding the
Purchase Contract Settlement Date, the Company shall request DTC (or
any successor Clearing Agency), to notify the Beneficial Owners or
Clearing Agency Participants holding Corporate Units or Treasury Units
of the procedures to be followed by Holders of Corporate Units or
Treasury Units who intend to effect the settlement of their
obligations under the Purchase Contracts underlying such Corporate
Units with separate cash on or prior to the fifth Business Day prior
to the Purchase Contract Settlement Date for Corporate Units and on or
prior to the second Business Day prior to the Purchase Contract
Settlement Date for Treasury Units.

SECTION 4.2. NOTICE AND VOTING. Under the terms of the
Pledge Agreement, the Agent will be entitled to exercise the voting
and any other consensual rights pertaining to the Pledged Debentures
in connection with any modifications of the Indenture, 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 Debentures are
entitled to vote or upon any solicitation of consents, waivers or
proxies of holders of Debentures, the Agent shall, as soon as
practicable, mail to the Holders of Corporate Units a notice (a)
containing such information as is contained in the notice or
solicitation, (b) stating that each Holder on the record date set by
the Agent (which, to the extent possible, shall be the same date as
the record date for determining the holders of Debentures entitled to
vote) shall be entitled to instruct the Agent as to the exercise of
the voting rights pertaining to such Debentures underlying their
Corporate Units and (c) stating the manner in which such instructions
may be given. Upon the written request of the Holders of Corporate
Units on such record date received by the Agent at least six days
prior to such meeting, the Agent shall endeavor insofar as practicable
to vote or cause to be voted, in accordance with the instructions set
forth in such requests, the maximum number of Debentures as to which

any particular voting instructions are received. In the absence of
specific instructions from the Holder of a Corporate Unit, the Agent
shall abstain from voting the Debentures underlying such Corporate
Units. The Company agrees, if applicable, to solicit Holders of
Corporate Units to timely instruct the Agent in order to enable the
Agent to vote such Debentures.

ARTICLE V

THE PURCHASE CONTRACTS

SECTION 5.1. PURCHASE OF SHARES OF COMMON STOCK. Each
Purchase Contract shall obligate the Holder of the related Unit to
purchase, and the Company to sell, on the Purchase Contract Settlement
Date at a price equal to the Stated Amount (the "Purchase Price"), a
number of newly issued shares of Common Stock equal to the Settlement
Rate unless, on or prior to the Purchase Contract Settlement Date,
there shall have occurred a Termination Event with respect to the Unit
of which such Purchase Contract is a part. The "Settlement Rate" is
equal to (a) if the Applicable Market Value (as defined below) is
equal to or greater than $23.10 (the "Threshold Appreciation Price"),
0.1126 shares of Common Stock per Purchase Contract, (b) if the
Applicable Market Value is less than the Threshold Appreciation Price,
but is greater than $16.50, the number of shares of Common Stock equal
to the Stated Amount divided by the Applicable Market Value, and (c)
if the Applicable Market Value is less than or equal to $16.50, 0.1576
shares of Common Stock per Purchase Contract, in each case subject to
adjustment as provided in Section 5.6 (and in each case rounded upward
or downward to the nearest 1/10,000th of a share). As provided in
Section 5.10, no fractional shares of Common Stock will be issued upon
settlement of Purchase Contracts.

The "Applicable Market Value" means the average of the
Closing Price per share of Common Stock on each of the 30 Trading Days
ending on the third Trading Day immediately preceding the Purchase
Contract Settlement Date. The "Closing Price" of the Common Stock on
any date of determination means (i) the closing sale price (or, if no
closing price is reported, the last reported sale price) of the Common
Stock on the New York Stock Exchange (the "NYSE") on such date, (ii)
if the Common Stock is not listed for trading on the NYSE on any such
date, the closing sale price as reported in the composite transactions
for the principal United States securities exchange on which 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 as reported by The Nasdaq Stock Market, (iv) if the
Common Stock is not so reported, the last quoted bid price for the
Common Stock in the over-the-counter market as reported by the
National Quotation Bureau or similar organization, or (v) if such bid
price is not available, the 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 (A) is not suspended from trading on any national or
regional securities exchange or association or over-the-counter market
at the close of business and (B) has traded at least once on the
national or regional securities exchange or association or
over-the-counter market that is the primary market for the trading of
the Common Stock.

Each Holder of a Corporate Unit or a Treasury Unit, by its
acceptance of such Unit, irrevocably authorizes the Agent to enter
into and perform the related Purchase Contract on its behalf as its
attorney-in-fact (including the execution of Certificates on behalf of
such Holder), agrees to be bound by the terms and provisions of the
related Purchase Contract, covenants and agrees to perform its
obligations under such Purchase Contract, consents to the provisions
of this Agreement, irrevocably authorizes the Agent as its
attorney-in-fact to enter into and perform this Agreement and the
Pledge Agreement on its behalf as its attorney-in-fact, and consents
to and agrees to be bound by the Pledge of the Debentures or the
Treasury Securities pursuant to the Pledge Agreement; PROVIDED, that
upon a Termination Event, the rights of the Holder of such Unit under
the Purchase Contract may be enforced without regard to any other
rights or obligations. Each Holder of a Corporate Unit or a Treasury
Unit, by its acceptance of such Unit, further covenants and agrees
that, to the extent and in the manner provided in, but subject to the
terms of, Section 5.4 and the Pledge Agreement, payments in respect of
the Debentures or the Proceeds of the 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.

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

SECTION 5.2. [INTENTIONALLY OMITTED].

SECTION 5.3. [INTENTIONALLY OMITTED].

SECTION 5.4. PAYMENT OF PURCHASE PRICE.

(a) (i) Each Holder of a Corporate Unit who intends to pay
in cash shall notify the Agent by use of a notice in substantially the
form of EXHIBIT E of its intention to pay in cash ("Cash Settlement")

the Purchase Price for the shares of Common Stock to be purchased
pursuant to a 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 Agent
shall notify the Collateral Agent and the Indenture Trustee of the
receipt of such notices from Holders intending to make a Cash
Settlement.

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

(iii) If a Holder of a Corporate Unit fails to notify
the Agent of its intention to make a Cash Settlement in accordance
with paragraph (a)(i) above, or does notify the Agent as provided in
paragraph (a)(i) above of its intention to pay the Purchase Price in
cash, but fails to make such payment as required by paragraph (a)(ii)
above, such Holder shall be deemed to have consented to the
disposition of the Pledged Debentures pursuant to the Remarketing as
described in paragraph (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 Agent, based on notices received by the Agent pursuant to
Section 5.4(a) and notice from the Securities Intermediary regarding
cash received by it prior to such time, shall notify the Collateral
Agent and the Indenture Trustee of the number of Debentures to be
tendered for purchase in the Remarketing in a notice substantially in
the form of EXHIBIT F.

(b) In order to dispose of the Debentures of Corporate Unit
Holders who have not notified the Agent of their intention to effect a
Cash Settlement as provided in paragraph (a)(i) above, or who have so
notified the Agent but fail to make such payment as required by
paragraph (a)(ii) above, the Company shall engage Credit Suisse First
Boston Corporation (the "Remarketing Agent") pursuant to the
Remarketing Agreement to sell such Debentures. In order to facilitate

the remarketing, the Agent, based on the notices specified in Section
5.4(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 Debentures that are a component of Corporate Units to be
remarketed. Concurrently, the Collateral Agent, pursuant to the terms
of the Pledge Agreement, shall cause such Debentures to be presented
to the Remarketing Agent for remarketing. Upon receipt of such notice
from the Agent and such Debentures, the Remarketing Agent shall, on
the third Business Day immediately preceding the Purchase Contract
Settlement Date, use commercially reasonable efforts to remarket such
Debentures on such date at a price of 100.50% of the principal amount
at maturity of such Debentures. The proceeds shall automatically be
applied by the Collateral Agent, in accordance with the Pledge
Agreement, to satisfy in full such Corporate Unit Holders' obligations
to pay the Purchase Price for the Common Stock under the related
Purchase Contracts on the Purchase Contract Settlement Date.
Corporate Unit Holders whose Debentures are so remarketed shall not be
responsible for the payment of any remarketing fee. If, in spite of
using commercially reasonable efforts, the Remarketing Agent cannot
remarket the related Debentures of such Holders of Corporate Units at
a price of 100.50% of the aggregate principal amount at maturity of
such Debentures, the remarketing shall be deemed to have failed (a
"Failed Remarketing") and, in accordance with the terms of the Pledge
Agreement, the Collateral Agent, for the benefit of the Company, shall
exercise its rights as a secured party with respect to such
Debentures, including those actions specified in paragraph (c) below.
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.

(c) With respect to any Debentures 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 to
such Debentures and, subject to applicable law and paragraph (g)
below, may, among other things, (i) retain the Debentures in full
satisfaction of the Holders' obligations under the Purchase Contracts
or (ii) sell the Debentures in one or more public or private sales.

(d) (i) Each Holder of a Treasury Unit who intends to pay
in cash shall notify the Agent by use of a notice in substantially the
form of EXHIBIT E of its intention to pay in cash the Purchase Price
for the shares of Common Stock to be purchased pursuant to a Purchase
Contract. Such notice shall be given on or prior to 5:00 p.m., New
York City time, on the Business Day immediately preceding the Purchase
Contract Settlement Date.

(ii) A Holder of a Treasury Unit who has so notified
the Agent of its intention to make a Cash Settlement in accordance
with paragraph (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 shall be
distributed to the Agent when received for payment to the Holder.

(iii) Upon the maturity of the Pledged Treasury
Securities held by the Securities Intermediary on October 30, 2004, the
principal amount of the Treasury Securities received by the Securities
Intermediary shall be invested promptly in Permitted Investments. If
a Holder of a Treasury Unit fails to notify the Agent of its intention
to make a Cash Settlement in accordance with paragraph (d)(i) above,
or does notify the Agent as provided in paragraph (d)(i) above of its
intention to pay the Purchase Price in cash, but fails to make such
payment as required by paragraph (d)(ii) above, then 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. Any funds received by the Securities
Intermediary in respect of the investment earnings from the investment
in such Permitted Investments shall be distributed to the Agent when
received for payment to the Holder. The Collateral Agent shall cause
the Securities Intermediary to distribute any amounts in excess of the
aggregate Purchase Price and such investment earnings promptly to the
Company.

(e) Any distribution to Holders of investment earnings as
described in paragraphs (d)(ii) and (d)(iii) above shall be payable at
the office of the Agent in the City of New York maintained for that
purpose or, at the option of the Holder, by check mailed to the
address of the Person entitled thereto at such address as it appears
on the Register.

(f) Upon Cash Settlement of any Purchase Contract, (i) the
Collateral Agent will, in accordance with the terms of the Pledge
Agreement, cause the Pledged Debentures or the Pledged Treasury
Securities, as the case may be, underlying the relevant Units to be
released from the Pledge, free and clear of any security interest of
the Company, and transferred to the Agent for delivery to the Holder
or its designee as soon as practicable, and (ii) subject to the
receipt of the Pledged Debentures and Pledged Treasury Securities, the
Agent shall, by book-entry transfer or other appropriate procedures,
in accordance with written instructions provided by the Holder,
transfer such Debentures or such Treasury Securities, as the case may
be (or, if no such instructions are given to the Agent by the Holder,

the Agent shall hold such Debentures or such Treasury Securities, as
the case may be, and any distribution on them, in the name of the
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 paid by
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.

SECTION 5.5. ISSUANCE OF SHARES OF COMMON STOCK. Unless
a Termination Event shall have occurred, subject to Section 5.6(b),
the Company shall issue and deposit with the Agent, for the benefit of
the Holders of the Outstanding Units, one or more certificates
representing the newly issued shares of Common Stock registered in the
name of the Agent (or its nominee) as custodian for the Holders (such
certificates for shares of Common Stock, together with any dividends
or distributions for which a record date and payment date for such
dividend or distribution has occurred after the Purchase Contract
Settlement Date, being referred to as the "Purchase Contract
Settlement Fund") to which the Holders are entitled. Subject to the
foregoing, upon surrender of a Certificate to the Agent on or after
the Purchase Contract Settlement Date, together with settlement
instructions duly completed and executed, the Holder of such
Certificate shall be entitled to receive in exchange for a certificate
representing that number of whole shares of Common Stock which such
Holder is entitled to receive pursuant to the provisions of this
Article Five (after taking into account all Units then held by such
Holder), together with cash in lieu of fractional shares as provided
in Section 5.10 and any dividends or distributions with respect to
such shares constituting part of the Purchase Contract Settlement
Fund, but without any interest, and the Certificate so surrendered
shall be cancelled immediately. Such shares shall be registered in
the name of the Holder or the Holder's designee as specified in the
settlement instructions provided by the Holder to the Agent. If any
shares of Common Stock issued in respect of a Purchase Contract are to
be registered to a Person other than the Person in whose name the
Certificate evidencing such Purchase Contract is registered, no such
registration shall be made unless the Person requesting such
registration has paid any transfer and other taxes required by reason
of such registration in a name other than that of the registered
Holder of the Certificate evidencing such Purchase Contract or has
established to the satisfaction of the Company that such tax either
has been paid or is not payable.

SECTION 5.6. ADJUSTMENT OF SETTLEMENT RATE.

(a) ADJUSTMENTS FOR DIVIDENDS, DISTRIBUTIONS, STOCK
SPLITS, ETC.

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

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

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

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

respect of which no adjustment pursuant to this paragraph (5) or
paragraph (4) or paragraph (6) of this Section has been made, exceeds
15% of the product of the Current Market Price per share of the Common
Stock on the date for the determination of holders of shares of Common
Stock entitled to receive such distribution times the number of shares
of Common Stock outstanding on such date, then, and in each such case,
immediately after the close of business on such date for
determination, the Settlement Rate shall be increased so that the same
shall equal the rate determined by dividing the Settlement Rate in
effect immediately prior to the close of business on the date fixed
for determination of the stockholders entitled to receive such
distribution by a fraction (i) the numerator of which shall be equal
to the Current Market Price per share of the Common Stock on the date
fixed for such determination less an amount equal to the quotient of
(x) the combined amount distributed or payable in the transactions
described in clauses (I) and (II) above and (y) the number of shares
of Common Stock outstanding on such date for determination and (ii)
the denominator of which shall be equal to the Current Market Price
per share of the Common Stock on such date for determination.

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

(7) The reclassification of Common Stock into
securities including securities other than Common Stock (other than
any reclassification upon a Reorganization Event to which Section
5.6(b) applies) shall be deemed to involve (a) a distribution of such
securities other than Common Stock to all holders of Common Stock (and
the effective date of such reclassification shall be deemed to be "the
date fixed for the determination of stockholders entitled to receive
such distribution" and the "date fixed for such determination" within
the meaning of paragraph (4) of this Section) and (b) a subdivision,
split or combination, as the case may be, of the number of shares of
Common Stock outstanding immediately prior to such reclassification
into the number of shares of Common Stock outstanding immediately
afterwards (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 day means the average of the daily Closing Prices for the
ten consecutive Trading Days ending on the earlier of the day in
question and the day before the "ex date" with respect to the issuance
or distribution requiring such computation. For purposes of this
paragraph, the term "ex date", when used with respect to any issuance
or distribution, shall mean the first date on which the Common Stock
trades in the regular way on such exchange or in such market without
the right to receive such issuance or distribution.

(9) All adjustments to the Settlement Rate shall be
calculated to the nearest 1/10,000th of a share of Common Stock (or if
there is not a nearest 1/10,000th of a share, to the next lower
1/10,000th of a share). No adjustment in the Settlement Rate shall be
required unless such adjustment would require an increase or decrease
of at least one percent; PROVIDED, that any adjustments which by

reason of this subparagraph are not required to be made shall be
carried forward and taken into account in any subsequent adjustment.
If an adjustment is made to the Settlement Rate pursuant to paragraph
(1), (2), (3), (4), (5), (6), (7) or (10) of this Section 5.6(a), an
adjustment shall also be made to the Applicable Market Value solely to
determine which of clauses (a), (b) or (c) of the definition of
Settlement Rate in Section 5.1 will apply on the Purchase Contract
Settlement Date. Such adjustment shall be made by multiplying the
Applicable Market Value by a fraction of which the numerator shall be
the Settlement Rate immediately before such adjustment pursuant to
paragraph (1), (2), (3), (4), (5), (6), (7) or (10) of this Section
5.6(a) and the denominator shall be the Settlement Rate immediately
after such adjustment; PROVIDED, that if such adjustment to the
Settlement Rate is required to be made pursuant to the occurrence of
any of the events contemplated by paragraph (1), (2), (3), (4), (5),
(7) or (10) of this Section 5.6(a) during the period taken into
consideration for determining the Applicable Market Value, appropriate
and customary adjustments shall be made to the Settlement Rate.

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

(b) ADJUSTMENT FOR CONSOLIDATION, MERGER OR OTHER
REORGANIZATION EVENT. In the event of (i) any consolidation or
merger of the Company with or into another Person (other than a merger
or consolidation in which the Company is the continuing corporation
and in which the Common Stock outstanding immediately prior to the
merger or consolidation is not exchanged for cash, securities or other
property of the Company or another corporation), (ii) any sale,
transfer, lease or conveyance to another Person of the property of the
Company as an entirety or substantially as an entirety, (iii) any
statutory exchange of securities of the Company with another Person
(other than in connection with a merger or acquisition) or (iv) any
liquidation, dissolution or winding up of the Company other than as a
result of or after the occurrence of a Termination Event (any such
event, a "Reorganization Event"), appropriate action shall be taken
including, if applicable, an adjustment to the Settlement Rate so that
each Holder of Units will receive on the Purchase Contract Settlement
Date with respect to each Purchase Contract forming a part of the
Units, the kind and amount of securities, cash and other property
receivable upon such Reorganization Event (without any interest, and
without any right to dividends or distribution which have a record
date that is prior to the Purchase Contract Settlement Date, it being
understood that Holders of Units on the Purchase Contract Settlement
Date following the effective date of a Change in Control shall be
deemed to be the owners of record of the Common Stock (or any other
securities into which the Common Stock may be converted) they will

receive on the Purchase Contract Settlement Date and shall receive (i)
on such Purchase Contract Settlement Date any dividends or
distributions which have a record date that is on or after the
effective date of such Change in Control and a payment date that is on
or prior to that Purchase Contract Settlement Date, and (ii)
thereafter on the applicable payment date any dividends or
distributions which have a record date that is on or after the
effective date of such Change in Control and a payment date that is
after that Purchase Contract Settlement Date ) by a Holder of the
number of shares of Common Stock issuable on account of each Purchase
Contract if the Purchase Contract Settlement Date had occurred
immediately prior to such Reorganization Event, assuming such Holder
of Common Stock is not a Person with which the Company consolidated or
into which the Company merged or which merged into the Company or to
which such sale or transfer was made, as the case may be (any such
Person, a "Constituent Person"), or an Affiliate of a Constituent
Person to the extent such Reorganization Event provides for different
treatment of Common Stock held by Affiliates of the Company and
non-affiliates and such Holder failed to exercise his rights of
election, if any, as to the kind or amount of securities, cash and
other property receivable upon such Reorganization Event (PROVIDED,
that if the kind or amount of securities, cash and other property
receivable upon such Reorganization Event is not the same for each
share of Common Stock held immediately prior to such Reorganization
Event by other than a Constituent Person or an Affiliate of it 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 or dissolution of the Company, the Company or a
liquidating trust created in connection with such liquidation or
dissolution shall execute and deliver to the Agent an agreement
supplemental to this Agreement providing that the Holders of each
Outstanding Unit shall have the rights provided by this Section
5.6(b). Such supplemental agreement shall provide for adjustments
which, for events subsequent to the effective date of such
supplemental agreement, shall be as nearly equivalent as may be
practicable to the adjustments provided for in this Section. The
above provisions of this Section shall similarly apply to successive
Reorganization Events.

SECTION 5.7. NOTICE OF ADJUSTMENTS AND CERTAIN OTHER
EVENTS.

(a) Whenever the Settlement Rate is adjusted as provided in
Section 5.6, the Company shall:

(i) forthwith compute the adjusted Settlement
Rate in accordance with Section 5.6 and prepare and
transmit to the Agent an Officers' Certificate setting
forth the Settlement Rate, the method by which it was
calculated in reasonable detail, and the facts
requiring such adjustment and upon which such
adjustment is based; and

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

(b) The Agent shall not at any time be under any duty or
responsibility to any Holder of Units to determine whether any facts
exist which may require any adjustment of the Settlement Rate, or with
respect to the nature or extent or calculation of any such adjustment
when made, or with respect to the method employed in making the same.
The Agent shall be fully protected in relying on any such Officer's
Certificate and any adjustment contained therein. The Agent shall not
be deemed to have knowledge of any adjustment until it has received
such Officer's Certificate. The Agent shall not be accountable with
respect to the validity or value (or the kind or amount) of any shares
of Common Stock, or of any securities or property, which may at the
time be issued or delivered with respect to any Purchase Contract and
the Agent makes no representation with respect to such matters. The
Agent shall not be responsible for any failure of the Company to
issue, transfer or deliver any shares of Common Stock pursuant to a
Purchase Contract or to comply with any of the duties,
responsibilities or covenants of the Company contained in this
Article.

SECTION 5.8. TERMINATION EVENT; NOTICE. The Purchase
Contracts and all obligations and rights of the Company and the
Holders under them, including, without limitation, the rights and
obligations of Holders to purchase Common Stock, shall immediately and
automatically terminate, without the necessity of any notice or action
by any Holder, the Agent or the Company, if, on or prior to the
Purchase Contract Settlement Date, a Termination Event shall have
occurred. Upon and after the occurrence of a Termination Event, the

Units shall represent the right to receive the Debentures forming a
part of such Units in the case of Corporate Units, or Treasury
Securities in the case of Treasury Units, in accordance with the
provisions of Section 5.4 of the Pledge Agreement. Upon the
occurrence of a Termination Event, the Company shall promptly, but
within two Business Days, give written notice to the Agent, the
Collateral Agent and the Holders, at their addresses as they appear in
the Register.

SECTION 5.9. [INTENTIONALLY OMITTED].

SECTION 5.10. NO FRACTIONAL SHARES. No fractional shares
or scrip representing fractional shares of Common Stock shall be
issued or delivered upon settlement on the Purchase Contract
Settlement Date. If Certificates evidencing more than one Purchase
Contract shall be surrendered for settlement at one time by the same
Holder, the number of full shares of Common Stock which shall be
delivered upon settlement shall be computed on the basis of the
aggregate number of Purchase Contracts evidenced by the Certificates
so surrendered. Instead of any fractional share of Common Stock which
would otherwise be deliverable upon settlement of any Purchase
Contracts on the Purchase Contract Settlement Date, the Company,
through the 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 Agent from time to time with sufficient funds to permit the Agent
to make all cash payments required by this Section 5.10 in a timely
manner.

SECTION 5.11. CHARGES AND TAXES. The Company will pay all
stock transfer and similar taxes attributable to the initial issuance
and delivery of the shares of Common Stock pursuant to the Purchase
Contracts; PROVIDED, 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 Units or any issuance
of a share of Common Stock in a name other than that of the registered
Holder of a Certificate surrendered in respect of the Units evidenced
by such Certificate, other than in the name of the Agent, as custodian
for such Holder, and the Company shall not be required to issue or
deliver such share certificates or Certificates unless or until the
Person or Persons requesting the transfer or issuance shall have paid
to the Company the amount of such tax or shall have established to the
satisfaction of the Company that such tax has been paid.

ARTICLE VI

REMEDIES

SECTION 6.1. UNCONDITIONAL RIGHT OF HOLDERS TO PURCHASE
COMMON STOCK. The Holder of any Corporate Unit or Treasury Unit
shall have the right, which is absolute and unconditional, to purchase
Common Stock (or any other securities into which the Common Stock may

be converted) pursuant to the Purchase Contract that is a part of such
Unit and to institute suit for the enforcement of such right to
purchase Common Stock (or any other securities into which the Common
Stock may be converted); and such rights shall not be impaired without
the consent of such Holder.

SECTION 6.2. RESTORATION OF RIGHTS AND REMEDIES. If any
Holder has instituted any proceeding to enforce any right or remedy
under this Agreement and such proceeding has been discontinued or
abandoned for any reason, or has been determined adversely to such
Holder, then, and in every such case, subject to any determination in
such proceeding, the Company and such Holder shall be restored
severally and respectively to their former positions under this
Agreement and thereafter all rights and remedies of such Holder shall
continue as though no such proceeding had been instituted.

SECTION 6.3. RIGHTS AND REMEDIES CUMULATIVE. Except as
otherwise provided with respect to the replacement or payment of
mutilated, destroyed, lost or stolen Certificates in the last
paragraph of Section 3.10, no right or remedy conferred upon or
reserved to the Holders in this Agreement 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 in this Agreement or now or subsequently
existing at law or in equity or otherwise. The assertion or
employment of any right or remedy under this Agreement or otherwise
shall not prevent the concurrent assertion or employment of any other
appropriate right or remedy.

SECTION 6.4. DELAY OR OMISSION NOT WAIVER. No delay or
omission of any Holder to exercise any right or remedy upon a default
shall impair any such right or remedy or constitute a waiver of any
such right. Every right and remedy given by this Article or by law to
the Holders may be exercised from time to time, and as often as may be
deemed expedient, by such Holders.

SECTION 6.5. UNDERTAKING FOR COSTS. All parties to this
Agreement agree, and each Holder of Corporate Units or Treasury Units,
by its acceptance of such Corporate Units or Treasury Units shall be
deemed to have agreed, that any court may in its discretion require,
in any suit for the enforcement of any right or remedy under this
Agreement, or in any suit against the Agent for any action taken,
suffered or omitted by it as Agent, the filing by any party litigant
in such suit of an undertaking to pay the costs of such suit, and that
such court may in its discretion assess reasonable costs, including
reasonable attorneys' fees, against any party litigant in such suit,
having due regard to the merits and good faith of the claims or
defenses made by such party litigant; PROVIDED, that the provisions of
this Section shall not apply to any suit instituted by the Company, to
any suit instituted by the Agent, to any suit instituted by any
Holder, or group of Holders, holding in the aggregate more than 10% of
the Outstanding Units, or to any suit instituted by any Holder for the

enforcement of the right to purchase shares of Common Stock (or any
other securities into which the Common Stock may be converted) under
the Purchase Contract constituting part of any Unit held by such
Holder.

SECTION 6.6. WAIVER OF STAY OR EXTENSION LAWS. The
Company covenants (to the extent that it may lawfully do so) that it
will not at any time insist upon, or plead, or in any manner claim or
take the benefit or advantage of, any stay or extension law wherever
enacted, now or at any time subsequently in force, which may affect
the covenants or the performance of this Agreement. The Company (to
the extent that it may lawfully do so) expressly waives all benefit or
advantage of any such law and covenants that it will not hinder, delay
or impede the execution of any power granted to the Agent or the
Holders in this Agreement, but will suffer and permit the execution of
every such power as though no such law had been enacted.

ARTICLE VII

THE AGENT

SECTION 7.1. CERTAIN DUTIES AND RESPONSIBILITIES.

(a) (1) The Agent undertakes to perform, with respect
to the Units, 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
Agent; and

(2) in the absence of bad faith or negligence on
its part, the Agent may, with respect to the Units,
conclusively rely, as to the truth of the statements and the
correctness of the opinions expressed in them, upon
certificates or opinions furnished to the 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 of this
Agreement are specifically required to be furnished to the
Agent, the Agent shall be under a duty to examine the same
to determine whether or not they conform to the requirements
of this Agreement or the Pledge Agreement, as applicable.

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

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

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

(3) no provision of this Agreement or the Pledge
Agreement shall require the Agent to expend or risk its own
funds or otherwise incur any financial liability in the
performance of any of its duties under this Agreement, or in
the exercise of any of its rights or powers, if it shall
have reasonable grounds to believe that repayment of such
funds or adequate indemnity against such risk or liability,
as the case may be, is not reasonably assured to it.

(c) Whether or not 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 Agent shall
be subject to the provisions of this Section.

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

SECTION 7.2. NOTICE OF DEFAULT. Within 30 days after the
occurrence of any default by the Company under this Agreement of which
a Responsible Officer of the Agent has actual knowledge, the Agent
shall transmit by mail to the Company and the Holders of Units, as
their names and addresses appear in the Register, notice of such
default, unless such default shall have been cured or waived.

SECTION 7.3. CERTAIN RIGHTS OF AGENT. Subject to the
provisions of Section 7.1:

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

(b) any request or direction of the Company mentioned in
this Agreement 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;

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

(d) the Agent may consult with counsel 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 under this Agreement in good faith and in reliance on
such advice or Opinion of Counsel;

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

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

SECTION 7.4. NOT RESPONSIBLE FOR RECITALS OR ISSUANCE OF
UNITS. The recitals contained in this Agreement, the Pledge
Agreement and in the Certificates (except for the Agent's certificate
of authentication) shall be taken as the statements of the Company and
the Agent assumes no responsibility for their accuracy. The Agent
makes no representations as to the validity or sufficiency of either
this Agreement or of the Units, or of the Pledge Agreement or the
Pledge. The Agent shall not be accountable for the use or application
by the Company of the proceeds in respect of the Purchase Contracts.

SECTION 7.5. MAY HOLD UNITS. Any Registrar or any other
agent of the Company, or the Agent and its Affiliates, in their
individual or any other capacity, may become the owner or pledgee of
Units and may otherwise deal with the Company, the Collateral Agent or
any other Person with the same rights it would have if it were not
Registrar or such other agent, or the Agent.

SECTION 7.6. MONEY HELD IN CUSTODY. Money held by the
Agent in custody under this Agreement need not be segregated from the
other funds except to the extent required by law or provided in this
Agreement. The Agent shall be under no obligation to invest or pay
interest on any money received by it under this Agreement except as
otherwise agreed in writing with the Company.

SECTION 7.7. COMPENSATION AND REIMBURSEMENT. The Company
agrees:

(1) to pay to the Agent from time to time reasonable
compensation for all services rendered by it under
this Agreement and under the Pledge Agreement;

(2) except as otherwise expressly provided for in this
Agreement, to reimburse the Agent upon its request
for all reasonable expenses, disbursements and
advances incurred or made by the Agent (A) in
accordance with any provision of this Agreement
and the Pledge Agreement, (B) in connection with
the negotiation, preparation, execution and
delivery of this Agreement and the Pledge
Agreement, and (C) in connection with any
modification, amendment, supplement to or waiver
of the provisions of this Agreement or the Pledge
Agreement (including in each case the reasonable
compensation and the expenses and disbursements of
its agents and counsel), except any such expense,
disbursement or advance as may be attributable to
its negligence or bad faith; and

(3) to indemnify and hold harmless the Agent and any
predecessor Agent and each of their respective
directors, officers, agents and employees
(collectively, the "Indemnitees"), 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") incurred without negligence or bad faith
on its part 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 the Agent is entitled to
rely pursuant to the terms of this Agreement and
the Pledge Agreement or arising out of or in
connection with the acceptance or administration
of the Agent's powers and duties under this
Agreement and the Pledge Agreement, including the
Indemnitees' costs and expenses of defending
themselves against any claim in connection with
the exercise or performance of any of the Agent's
powers or duties under this Agreement and the
Pledge Agreement.

SECTION 7.8. CORPORATE AGENT REQUIRED; ELIGIBILITY.
There shall at all times be an Agent which shall be a Person organized
and doing business under the laws of the United States of America, any
State 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
$150,000,000, subject to supervision or examination by Federal or
State authority and having a Corporate Trust Office in the Borough of
Manhattan, The City of New York, if there be such a corporation in the
Borough of Manhattan, The City of New York, qualified and eligible
under this Article and willing to act on reasonable terms. If such
Person 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 Person shall be deemed to be its combined capital and
surplus as set forth in its most recent report of condition so
published. If at any time the Agent shall cease to be eligible in
accordance with the provisions of this Section, it shall resign
immediately in the manner and with the effect specified in this
Article.

SECTION 7.9. RESIGNATION AND REMOVAL; APPOINTMENT OF
SUCCESSOR.

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

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

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

(d) If at any time:

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

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

(3) the Agent shall become incapable of acting or
shall be adjudged a bankrupt or insolvent or a receiver

of the Agent or of its property shall be appointed or
any public officer shall take charge or control of the
Agent or of its property or affairs for the purpose of
rehabilitation, conservation or liquidation,

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

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

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

SECTION 7.10. ACCEPTANCE OF APPOINTMENT BY SUCCESSOR.

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

(b) Upon request of any such successor Agent, the Company
shall execute any and all instruments for more fully and certainly

vesting in and confirming to such successor Agent all such rights,
powers and agencies referred to in paragraph (a) of this Section.

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

SECTION 7.11. MERGER, CONVERSION, CONSOLIDATION OR
SUCCESSION TO BUSINESS. Any Person into which the Agent may be merged
or converted or with which it may be consolidated, or any Person
resulting from any merger, conversion or consolidation to which the
Agent shall be a party, or any Person succeeding to all or
substantially all the corporate trust business of the Agent, shall be
the successor of the Agent, if such Person shall be otherwise
qualified and eligible under this Article, without the execution or
filing of any paper or any further act on the part of any of the
parties to this Agreement. In case any Certificates shall have been
authenticated and executed on behalf of the Holders, but not
delivered, by the Agent then in office, any successor by merger,
conversion or consolidation to such Agent may adopt such
authentication and execution and deliver the Certificates so
authenticated and executed with the same effect as if such successor
Agent had itself authenticated and executed such Units.

SECTION 7.12. PRESERVATION OF INFORMATION; COMMUNICATIONS
TO HOLDERS.

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

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

SECTION 7.13. NO OBLIGATIONS OF AGENT. Except to the
extent otherwise expressly provided in this Agreement, the 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 Unit. The Company
agrees, and each Holder of a Certificate, by his acceptance of the
Certificate, shall be deemed to have agreed, that the Agent's

execution of the Certificates on behalf of the Holders shall be solely
as agent and attorney-in-fact for the Holders, and that the Agent
shall have no obligation to perform such Purchase Contracts on behalf
of the Holders, except to the extent expressly provided in Article
Five. Anything in this Agreement to the contrary notwithstanding, in
no event shall the Agent or its officers, employees or agents be
liable under this Agreement or the Pledge Agreement to any third party
for indirect, incidental, special, punitive, or consequential loss or
damage of any kind, including lost profits, whether or not the
likelihood of such loss or damage was known to the Agent.

SECTION 7.14. TAX COMPLIANCE.

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

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

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

ARTICLE VIII

SUPPLEMENTAL AGREEMENTS

SECTION 8.1. SUPPLEMENTAL AGREEMENTS WITHOUT CONSENT OF
HOLDERS. Without the consent of any Holders, the Company and the
Agent, at any time and from time to time, may enter into one or more
agreements supplemental to this Agreement, in form satisfactory to the
Company and the Agent, for any one or more of the following purposes
only:

(1) to evidence the succession of another Person to
the Company, and the assumption by any such successor of the

covenants and agreements of the Company in this Agreement
and in the Certificates;

(2) to add to the covenants of the Company for the
benefit of the Holders, or to surrender any right or power
conferred in this Agreement upon the Company;

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

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

(5) to cure any ambiguity, to correct or supplement
any provisions of this Agreement which may be inconsistent
with any other provisions of this Agreement, or to 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 8.2. SUPPLEMENTAL AGREEMENTS WITH CONSENT OF
HOLDERS. With the consent of the Holders of not less than a majority
of the outstanding Purchase Contracts voting together as one class, by
Act of said Holders delivered to the Company and the Agent, the
Company, when authorized by a Board Resolution, and the Agent may
enter into an agreement or agreements supplemental to this Agreement
for the purpose of modifying in any manner the terms of the Purchase
Contracts or the provisions of this Agreement or the rights of the
Holders in respect of the Units; PROVIDED, that, except as
contemplated in this Agreement, no such supplemental agreement shall,
without the unanimous consent of the Holders of each outstanding
Purchase Contract affected,

(1) change the amount or the type of Collateral
required to be Pledged to secure a Holder's
obligations under the Purchase Contract or
otherwise adversely affect the Holder's rights in
or to such Collateral or adversely alter the
rights in or to such Collateral;

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

(3) reduce the number of shares of Common Stock to be
purchased pursuant to any Purchase Contract,
increase the Purchase Price, change the Purchase
Contract Settlement Date or otherwise adversely
affect the Holder's rights under any Purchase
Contract; or

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

and PROVIDED FURTHER, that if any amendment or proposal referred to
above would adversely affect only the Corporate Units or the Treasury
Units, then only the affected class of Holder as of the record date
for the Holders entitled to vote thereon will be entitled to vote on
such amendment or proposal, and such amendment or proposal shall not
be effective except with the consent of Holders of not less than a
majority of such class; and PROVIDED FURTHER, that the unanimous
consent of the Holders of each outstanding Purchase Contract of such
class affected shall be required to approve any amendment or proposal
specified in clauses (1) - (4) 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 of such supplemental agreement.

SECTION 8.3. EXECUTION OF SUPPLEMENTAL AGREEMENTS. In
executing, or accepting the additional agencies created by, any
supplemental agreement permitted by this Article or the modifications
of the agencies created by this Agreement, the Agent shall be entitled
to receive, and (subject to Section 7.1) shall be fully protected in
relying upon, an Opinion of Counsel stating that the execution of such
supplemental agreement is authorized or permitted by this Agreement.
The Agent may, but shall not be obligated to, enter into any such
supplemental agreement which affects the Agent's own rights, duties or
immunities under this Agreement or otherwise.

SECTION 8.4. EFFECT OF SUPPLEMENTAL AGREEMENTS. Upon the
execution of any supplemental agreement under this Article, this
Agreement shall be modified in accordance with it, and such
supplemental agreement shall form a part of this Agreement for all
purposes. Every Holder of Certificates previously or subsequently
authenticated, executed on behalf of the Holders and delivered shall
be bound by such supplemental agreement.

SECTION 8.5. REFERENCE TO SUPPLEMENTAL AGREEMENTS.
Certificates authenticated, executed on behalf of the Holders and
delivered after the execution of any supplemental agreement pursuant
to this Article may, and shall if required by the Agent, bear a
notation in form approved by the Agent as to any matter provided for
in such supplemental agreement. If the Company shall so determine,
new Certificates so modified as to conform, in the opinion of the
Agent and the Company, to any such supplemental agreement may be
prepared and executed by the Company and authenticated, executed on
behalf of the Holders and delivered by the Agent in exchange for
Outstanding Certificates.

ARTICLE IX

CONSOLIDATION, MERGER, SALE OR CONVEYANCE

SECTION 9.1. COVENANT NOT TO MERGE, CONSOLIDATE, SELL OR
CONVEY PROPERTY EXCEPT UNDER CERTAIN CONDITIONS. The Company
covenants that it will not merge or consolidate with any other Person
or sell, assign, transfer, lease or convey all or substantially all of
its properties and assets to any Person or group of affiliated Persons
in one transaction or a series of related transactions, unless (i)
either the Company shall be the continuing entity or the successor (if
other than the Company) shall be a Person organized and existing under
the laws of the United States of America or a State or the District of
Columbia and such Person 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 Agent and the Collateral Agent,
executed and delivered to the Agent and the Collateral Agent by such
Person, and (ii) the Company or such successor, as the case may be,
shall not, immediately after such merger or consolidation, or such
sale, assignment, transfer, lease or conveyance, be in default in the
performance of any covenant or condition under this Agreement, under
any of the Units or under the Pledge Agreement.

SECTION 9.2. RIGHTS AND DUTIES OF SUCCESSOR CORPORATION.
In case of any such consolidation, merger, sale, assignment, transfer,
lease or conveyance and upon any such assumption by a successor in
accordance with Section 9.1, such successor shall succeed to and be
substituted for the Company with the same effect as if it had been
named originally as the Company. Such successor thereafter may cause
to be signed, and may issue either in its own name or in the name of
New NiSource Inc., any or all of the Certificates evidencing Units
issuable under this Agreement which shall not have been signed by the
Company and delivered to the Agent; and, upon the order of such
successor, instead of the Company, and subject to all the terms,
conditions and limitations in this Agreement prescribed, the Agent
shall authenticate and execute on behalf of the Holders and deliver
any Certificates which previously shall have been signed and delivered
by the officers of the Company to the Agent for authentication and
execution, and any Certificate evidencing Units which such successor
thereafter shall cause to be signed and delivered to the 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 previously or subsequently issued in accordance with the
terms of this Agreement as though all of such Certificates had been
issued at the date of the execution of this Agreement.

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

SECTION 9.3. OPINION OF COUNSEL GIVEN TO AGENT. The
Agent, subject to Sections 7.1 and 7.3, shall receive an Opinion of
Counsel as conclusive evidence that any such consolidation, merger,
sale, assignment, transfer, lease or conveyance, and any such
assumption, complies with the provisions of this Article and that all
conditions precedent to the consummation of any such consolidation,
merger, sale, assignment, transfer, lease or conveyance have been met.

ARTICLE X

COVENANTS

SECTION 10.1. PERFORMANCE UNDER PURCHASE CONTRACTS. The
Company covenants and agrees for the benefit of the Holders from time
to time of the Units that it will duly and punctually perform its
obligations under the Purchase Contracts in accordance with the terms
of the Purchase Contracts and this Agreement.

SECTION 10.2. MAINTENANCE OF OFFICE OR AGENCY. The Company
will maintain in the Borough of Manhattan, The City of New York, an
office or agency where Certificates may be presented or surrendered
for acquisition of shares of Common Stock upon settlement of the
Purchase Contracts on the Purchase Contract Settlement Date and for
transfer of Collateral upon occurrence of a Termination Event, where
Certificates may be surrendered for registration of transfer or
exchange, for a Collateral Substitution or re-establishment of a
Corporate Unit and where notices and demands to or upon the Company in
respect of the Units and this Agreement may be served. The Company
will give prompt written notice to the Agent of the location, and any
change in the location, of such office or agency. If at any time the
Company shall fail to maintain any such required office or agency or
shall fail to furnish the Agent with the address of such office or
agency, such presentations, surrenders, notices and demands may be
made or served at the Corporate Trust Office, and the Company appoints
the 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, that no such designation or
rescission shall in any manner relieve the Company of its obligation
to maintain an office or agency in the Borough of Manhattan, The City
of New York, for such purposes. The Company will give prompt written
notice to the Agent of any such designation or rescission and of any
change in the location of any such other office or agency. The
Company designates as the place of payment for the Units the Corporate
Trust Office and appoints the Agent at its Corporate Trust Office as
paying agent in such city.

SECTION 10.3. COMPANY TO RESERVE COMMON STOCK. The Company
shall at all times prior to the Purchase Contract Settlement Date
reserve and keep available, free from preemptive rights, out of its
authorized but unissued and unreserved Common Stock, the maximum
number of shares of Common Stock issuable against tender of payment in
respect of all Purchase Contracts constituting a part of the Units
evidenced by Outstanding Certificates.

SECTION 10.4. COVENANTS AS TO COMMON STOCK. The Company
covenants that all shares of Common Stock which may be issued against
tender of payment in respect of any Purchase Contract constituting a
part of the Outstanding Units will, upon issuance, be duly authorized,
validly issued, fully paid and nonassessable.

SECTION 10.5. STATEMENTS OF OFFICERS OF THE COMPANY AS TO
DEFAULT. The Company will deliver to the Agent, within 120 days after
the end of each fiscal year of the Company (which as of the date of
this Agreement is December 31) ending after the date of this
Agreement, an Officers' Certificate (one of the signers of which shall
be the principal executive officer, principal financial officer or
principal accounting officer of the Company), stating whether or not
to the best knowledge of the signers the Company is in default in the
performance and observance of any of the terms, provisions and
conditions of this Agreement, and if the Company shall be in default,
specifying all such defaults and their nature and status of which they
may have knowledge.

SECTION 10.6. ERISA. Each Holder from time to time of the
Corporate Units which is a Plan represents that its acquisition of the
Corporate 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 that its participation in these transactions otherwise will not
result in a nonexempt prohibited transaction.

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

NEW NISOURCE INC.

By: /s/ ▇▇▇▇▇▇▇ ▇. Adik
--------------------------------
Name: ▇▇▇▇▇▇▇ ▇. Adik
Title: Vice President

THE CHASE MANHATTAN BANK, as
Purchase Contract Agent

By: /s/ ▇. ▇▇▇▇▇▇▇▇
--------------------------------
Name: ▇. ▇▇▇▇▇▇▇▇
Title: Assistant Vice President

EXHIBIT A

FACE OF CORPORATE SAILS{SM} 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. RC-1 CUSIP NO. 65473P 60 0
NUMBER OF CORPORATE SAILS{SM} 56,000,000

NEW NISOURCE INC.
CORPORATE STOCK APPRECIATION INCOME LINKED SECURITY{SM}

This Corporate Unit Certificate certifies that Cede & Co. is
the registered Holder of the number of Corporate Stock Appreciation
Income Linked Securities{SM} ("SAILS{SM}" or "Units") set forth above.
Each Corporate Unit consists of (i) beneficial ownership by the Holder
of one Debenture (the "Debenture") of New NiSource Inc., a Delaware
corporation (the "Company"), in the aggregate principal amount at
maturity of $145,600,000, subject to the Pledge of such Debenture by
such Holder pursuant to the Pledge Agreement, and (ii) the rights and
obligations of the Holder under one Purchase Contract with the
Company. All capitalized terms used in this Certificate which are
defined in the Purchase Contract Agreement (as defined on the reverse
side) have the respective meanings set forth in the Purchase Contract
Agreement.

Pursuant to the Pledge Agreement, the Debenture constituting
part of each Corporate Unit evidenced by this Certificate has been
pledged to the Collateral Agent, for the benefit of the Company, to

A-1

secure the obligations of the Holder under the Purchase Contract
comprising a portion of such Corporate Unit.

Each Purchase Contract obligates the Holder of this
Corporate Unit Certificate to purchase, and the Company to sell, on
November 1, 2004 (the "Purchase Contract Settlement Date"), at a
price equal to $2.60 (the "Stated Amount"), a number of newly issued
common shares, 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
with respect to the Corporate Unit of which such Purchase Contract is
a part, all as provided in the Purchase Contract Agreement and more
fully described on the reverse of this Certificate. The purchase
price (the "Purchase Price") for the shares of Common Stock purchased
pursuant to each Purchase Contract evidenced by this Certificate, if
not paid earlier, shall be paid on the Purchase Contract Settlement
Date by separate cash or by application of payment received in respect
of the principal amount of the Pledged Debentures pursuant to their
Remarketing, pledged to secure the obligations under such Purchase
Contract of the Holder of the Corporate Unit of which such Purchase
Contract is a part.

REFERENCE IS MADE TO THE FURTHER PROVISIONS SET FORTH ON THE
REVERSE OF THIS CERTIFICATE, WHICH FURTHER PROVISIONS SHALL FOR ALL
PURPOSES HAVE THE SAME EFFECT AS IF SET FORTH AT THIS PLACE.

Unless the certificate of authentication has been executed
by the Agent by manual signature, this Corporate Unit 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-2

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

NEW NISOURCE INC.

By: ______________________________
Name:
Title:

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

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

By: ______________________________
Name:
Title:
Dated:

A-3

AGENT'S CERTIFICATE OF AUTHENTICATION

This is one of the Corporate SAILS{SM} Certificates referred
to in the within mentioned Purchase Contract Agreement.

By: THE CHASE MANHATTAN BANK,
as Purchase Contract
Agent

By: _________________________
Authorized Officer

A-4

(FORM OF REVERSE OF CORPORATE SAILS{SM} CERTIFICATE)

Each Purchase Contract evidenced by this Certificate is
governed by the Purchase Contract Agreement, dated as of November 1,
2000 (as it may be supplemented from time to time, the "Purchase
Contract Agreement"), between the Company and The Chase Manhattan
Bank, as Purchase Contract Agent (including its successors, the
"Agent"), to which Purchase Contract Agreement and supplemental
agreements to it reference is made for a description of the respective
rights, limitations of rights, obligations, duties and immunities of
the Agent, the Company and the Holders and of the terms upon which the
Corporate Unit Certificates are, and are to be, executed and
delivered.

Each Purchase Contract evidenced by this Certificate
obligates the Holder of this Corporate Unit Certificate to purchase,
and the Company to sell, on the Purchase Contract Settlement Date at a
price equal to the Stated Amount (the "Purchase Price"), a number of
shares of Common Stock of the Company equal to the Settlement Rate,
unless, on or prior to the Purchase Contract Settlement Date, there
shall have occurred a Termination Event with respect to the Units of
which such Purchase Contract is a part. The "Settlement Rate" is
equal to (a) if the Applicable Market Value (as defined below) is
equal to or greater than $23.10 (the "Threshold Appreciation Price"),
0.1126 shares of Common Stock per Purchase Contract, (b) if the
Applicable Market Value is less than the Threshold Appreciation Price
but is greater than $16.50, the number of shares of Common Stock per
Purchase Contract equal to the Stated Amount divided by the Applicable
Market Value, and (c) if the Applicable Market Value is less than or
equal to $16.50, 0.1576 shares of Common Stock per Purchase Contract,
in each case subject to adjustment as provided in the Purchase
Contract Agreement. No fractional shares of Common Stock will be
issued upon settlement of Purchase Contracts, as provided in the
Purchase Contract Agreement.

Each Purchase Contract evidenced by this Certificate which
is settled through Cash Settlement shall obligate the Holder of the
related Corporate Units to purchase at the Purchase Price, and the
Company to sell, a number of newly issued shares of Common Stock equal
to the Settlement Rate.

A-5

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 as reported by The Nasdaq Stock Market, (iv) if the
Common Stock is not so reported, the last quoted bid price for the
Common Stock in the over-the-counter market as reported by the
National Quotation Bureau or similar organization, or (v) if such bid
price is not available, the 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 (A) is not suspended from trading on any national or
regional securities exchange or association or over-the-counter market
at the close of business and (B) has traded at least once on the
national or regional securities exchange or association or
over-the-counter market that is the primary market for the trading of
the Common Stock.

In accordance with the terms of the Purchase Contract
Agreement, the Holder of this Corporate Unit Certificate may pay the
Purchase Price for the shares of Common Stock purchased pursuant to
each Purchase Contract evidenced by this Certificate by effecting a
Cash Settlement or from the proceeds of a remarketing of the related
Pledged Debentures. A Holder of Corporate Units which fails to notify
the Agent of its intention to effect a Cash Settlement on or prior to
11:00 a.m., New York City time, on the seventh Business Day
immediately preceding the Purchase Contract Settlement Date or does so
notify the Agent but fails to pay the Purchase Price as provided in
the Purchase Contract Agreement prior to 11:00 a.m., New York City
time, on the fifth Business Day immediately preceding the Purchase
Contract Settlement Date, shall pay the Purchase Price for the shares
of Common Stock to be issued under the related Purchase Contract from
the proceeds of the sale of the related Pledged Debentures held by the
Collateral Agent. Such sale will be made by the Remarketing Agent
pursuant to the terms of the Remarketing Agreement on the third
Business Day immediately preceding the Purchase Contract Settlement
Date. As provided in the Purchase Contract Agreement, upon the
occurrence of a Failed Remarketing the Collateral Agent, for the
benefit of the Company, shall exercise its rights as a secured party
with respect to the Pledged Debentures related to this Corporate Unit
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 for such shares to the Holder unless it shall have
received payment of the aggregate purchase price for the shares of
Common Stock to be purchased under such Purchase Contract in the
manner set forth in this Certificate.

Each Purchase Contract evidenced by this Certificate and all
obligations and rights of the Company and the Holder under such
Purchase Contract shall immediately and automatically terminate if a

A-6

Termination Event shall occur. Upon the occurrence of a Termination
Event, the Company shall give written notice to the Agent, the
Collateral Agent and the Holders at their addresses as they appear in
the Corporate Unit Register. Upon and after the occurrence of a
Termination Event, the Collateral Agent shall release the Pledged
Debenture forming a part of each Corporate Unit from the Pledge. A
Corporate Unit shall thereafter represent the right to receive the
Debenture forming a part of such Corporate Unit, in accordance with
the terms of the Purchase Contract Agreement and the Pledge Agreement.

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

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

A-7

and the rights and obligations of the Holder of such Corporate Unit in
respect of the Debenture and Purchase Contract constituting such
Corporate Unit may be transferred and exchanged only as a Corporate
Unit. The holder of a Corporate Unit may substitute for the Pledged
Debenture securing its obligation under the related Purchase Contract
Treasury Securities in an aggregate principal amount equal to the
aggregate principal amount at maturity of the Debentures in accordance
with the terms of the Purchase Contract Agreement and the Pledge
Agreement. From and after such Collateral Substitution, the Unit for
which such Pledged Treasury Securities secures the Holder's obligation
under the Purchase Contract shall be referred to as a "Treasury Unit."
A Holder may make such Collateral Substitution only in integral
multiples of 5,000 Corporate Units for 13 Treasury Units. Such
Collateral Substitution may cause the equivalent aggregate principal
amount of this Certificate to be increased or decreased. All such
adjustments to the equivalent aggregate principal amount of this
Corporate Unit Certificate shall be duly recorded by placing an
appropriate notation on the Schedule attached to this Certificate.

A Holder of Treasury Units may recreate Corporate Units at
any time on or prior to the seventh Business Day immediately preceding
the Purchase Contract Settlement Date by delivering to the Securities
Intermediary Debentures of an aggregate principal amount at maturity
equal to the aggregate principal amount at maturity of the Pledged
Treasury Securities in exchange for the release of such Pledged
Treasury Securities in accordance with the terms of the Purchase
Contract Agreement and the Pledge Agreement.

The Purchase Contracts and all obligations and rights of the
Company and the Holders under them, shall immediately and
automatically terminate, without the necessity of any notice or action
by any Holder, the Agent or the Company, if, on or prior to the
Purchase Contract Settlement Date, a Termination Event shall have
occurred. Upon the occurrence of a Termination Event, the Company
shall promptly, but within two Business Days, give written notice to
the Agent, the Collateral Agent and the Holders, at their addresses as
they appear in the Corporate Unit Register. Upon and after the
occurrence of a Termination Event, the Collateral Agent shall release
the Debentures from the Pledge in accordance with the provisions of
the Pledge Agreement.

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

A-8

The Holder of this Corporate Unit Certificate, by its
acceptance of this Certificate, authorizes the Agent to enter into and
perform the related Purchase Contracts forming part of the Corporate
Units evidenced by this Certificate 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 of such Purchase Contracts, covenants and agrees to perform
its obligations under such Purchase Contracts, consents to the
provisions of the Purchase Contract Agreement, authorizes the 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 Debentures underlying this Corporate Unit Certificate
pursuant to the Pledge Agreement. The Holder further covenants and
agrees that, to the extent and in the manner provided in the Purchase
Contract Agreement and the Pledge Agreement, but subject to the terms
of such agreements, payments received, pursuant to the Remarketing, in
respect of the principal amount of the Pledged Debentures 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 internal law of the State of
New York, without giving effect to any contrary conflict of laws or
choice of law provisions of the law of the State of New York or any
other jurisdiction.

The Company, the Agent and its Affiliates and any agent of
the Company or the Agent may treat the Person in whose name this
Corporate Unit Certificate is registered as the owner of the Corporate
Units evidenced by this Certificate for all purposes, notwithstanding
any notice to the contrary, and neither the Company, the Agent nor any
such agent shall be affected by notice to the contrary.

The Purchase Contracts shall not, prior to settlement,
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 Agent.

A-9

ABBREVIATIONS

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

TEN COM - as tenants in common

UNIF GIFT MIN ACT - -------------Custodian----------
(cust) (minor)

Under Uniform Gifts to Minors
Act of _______
________________________________

TEN ENT - as tenants by the entireties
JT TEN - as joint tenants with right of
survivorship and not as tenants
in common

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

_________________________

FOR VALUE RECEIVED, the undersigned hereby sell(s),
assign(s) and transfer(s) unto
______________________________________________________________________
______________________________________________________________________
(Please insert Social Security or Taxpayer I.D. or other Identifying
Number of Assignee)
______________________________________________________________________
______________________________________________________________________
______________________________________________________________________
(Please Print or Type Name and Address Including Postal Zip Code of
Assignee)
the within Corporate Unit Certificates and all rights thereunder,
hereby irrevocably constituting and appointing
______________________________________________________________________
attorney to transfer said Corporate Unit Certificates on the books of
New NiSource Inc. with full power of substitution in the premises.

Dated:__________________ ______________________________________
Signature

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

Signature Guarantee: ___________________________________

A-10

SETTLEMENT INSTRUCTIONS

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

Dated: _______________________ _______________________________
Signature
Signature Guarantee:___________
(if assigned to another person)

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

Please print name and address of
Registered Holder:

_______________________________ _______________________________
Name Name

_______________________________ _______________________________
Address Address

_______________________________ _______________________________

Social Security or other
Taxpayer Identification _______________________________
Number, if any

Transfer Instructions for Pledged Debentures Transferable Upon a
Termination Event:
__________________________________________________________________
__________________________________________________________________
__________________________________________________________________

A-11

[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
Amount of Amount of Units
decrease in increase in evidenced by
Number of Number of this Global Signature of
Units Units Certificate authorized
evidenced by evidenced by following officer of
the Global the Global such decrease Agent or
Date Certificate Certificate or increase Depositary

A-12

EXHIBIT B

FACE OF TREASURY SAILS{SM} 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. RT-1 CUSIP NO. 65473P 70 9
NUMBER OF TREASURY SAILS{SM} 56,000,000

NEW NISOURCE INC.
TREASURY STOCK APPRECIATION INCOME LINKED SECURITY{SM}

This Treasury Unit Certificate certifies that Cede & Co. is
the registered Holder of the number of Treasury Stock Appreciation
Income Linked Securities{SM} ("SAILS{SM}" or "Units") set forth above.
Each Treasury Unit consists of (i) a beneficial ownership interest of
a Treasury Security having a principal amount at maturity equal to
$145,600,000, 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 New NiSource
Inc., a Delaware corporation (the "Company"). All capitalized terms
used in this Certificate which are defined in the Purchase Contract
Agreement (as defined on the reverse of this Certificate) have the
meaning set forth in the Purchase Contract Agreement.

B-1

Pursuant to the Pledge Agreement, the Treasury Securities
constituting part of each Treasury Unit evidenced by this Certificate
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 a portion of such Treasury Unit.

Each Purchase Contract evidenced by this Certificate
obligates the Holder of this Treasury Unit Certificate to purchase,
and the Company to sell, on November 1, 2004 (the "Purchase Contract
Settlement Date"), at a price equal to $2.60 (the "Stated Amount"), a
number of common shares, 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 with respect to the Treasury Unit of which such
Purchase Contract is a part, all as provided in the Purchase Contract
Agreement and more fully described on the reverse of this Certificate.
The purchase price for the shares of Common Stock purchased pursuant
to each Purchase Contract evidenced by this Certificate, if not paid
earlier, shall be paid on the Purchase Contract Settlement Date by
separate cash or by application of the principal amount of the
Treasury Securities pledged to secure the obligations under such
Purchase Contract in accordance with the terms of the Pledge
Agreement.

REFERENCE IS MADE TO THE FURTHER PROVISIONS SET FORTH ON THE
REVERSE OF THIS CERTIFICATE, WHICH FURTHER PROVISIONS SHALL FOR ALL
PURPOSES HAVE THE SAME EFFECT AS IF SET FORTH AT THIS PLACE.

Unless the certificate of authentication has been executed
by the Agent by manual signature, this Treasury Unit 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.

NEW NISOURCE INC.

By: _____________________________
Name:
Title:

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

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

By: _____________________________
Name:
Title:

Dated:

B-3

AGENT'S CERTIFICATE OF AUTHENTICATION

This is one of the Treasury SAILS{SM} referred to in the
within-mentioned Purchase Contract Agreement.

By: THE CHASE MANHATTAN BANK, as
Purchase Contract Agent

By: ____________________________
Authorized Officer

B-4

(REVERSE OF TREASURY SAILS{SM} CERTIFICATE)

Each Purchase Contract evidenced by this Certificate is
governed by the Purchase Contract Agreement, dated as of November 1,
2000 (as it may be supplemented from time to time, the "Purchase
Contract Agreement"), between the Company and The Chase Manhattan Bank,
as Purchase Contract Agent (including its successors under that
agreement, the "Agent"), to which Purchase Contract Agreement and
supplemental agreements to it reference is made for a description of
the respective rights, limitations of rights, obligations, duties and
immunities of the Agent, the Company and the Holders and of the terms
upon which the Treasury Unit Certificates are, and are to be, executed
and delivered.

Each Purchase Contract evidenced by this Certificate
obligates the Holder of this Treasury Unit Certificate to purchase,
and the Company to sell, on the Purchase Contract Settlement Date at a
price equal to the Stated Amount (the "Purchase Price") a number of
shares of Common Stock of the Company equal to the Settlement Rate,
unless on or prior to the Purchase Contract Settlement Date, there
shall have occurred a Termination Event with respect to the Units of
which such Purchase Contract is a part. The "Settlement Rate" is
equal to (a) if the Applicable Market Value (as defined below) is
equal to or greater than $23.10 (the "Threshold Appreciation Price"),
0.1126 shares of Common Stock per Purchase Contract, (b) if the
Applicable Market Value is less than the Threshold Appreciation Price
but is greater than $16.50, the number of shares of Common Stock per
Purchase Contract equal to the Stated Amount divided by the Applicable
Market Value, and (c) if the Applicable Market Amount is less than or
equal to $16.50, then 0.1576 shares of Common Stock per Purchase
Contract, in each case subject to adjustment as provided in the
Purchase Contract Agreement. No fractional shares of Common Stock
will be issued upon settlement of Purchase Contracts, as provided in
the Purchase Contract Agreement.

Each Purchase Contract evidenced by this Certificate which
is settled through Cash Settlement shall obligate the Holder of the
related Treasury Unit to purchase at the Purchase Price for cash, and
the Company to sell, a number of newly issued shares of Common Stock
equal to the Settlement Rate.

The "Applicable Market Value" means the average of the
Closing Prices per share of Common Stock on each of the 30 Trading
Days ending on the third Trading Day immediately preceding the
Purchase Contract Settlement Date. The "Closing Price" of the Common
Stock on any date of determination means the (i) closing sale price
(or, if no closing price is reported, the last reported sale price) of
the Common Stock on the New York Stock Exchange (the "NYSE") on such
date, (ii) if the Common Stock is not listed for trading on the NYSE
on any such date, the closing sale price as reported in the composite
transactions for the principal United States securities exchange on
which the Common Stock is so listed, (iii) if the Common Stock is not

B-5

so listed on a United States national or regional securities exchange,
the closing sale price as reported by The Nasdaq Stock Market, (iv) if
the Common Stock is not so reported, the last quoted bid price for the
Common Stock in the over-the-counter market as reported by the
National Quotation Bureau or similar organization, or (v) if such bid
price is not available, the 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 (A) is not suspended from trading on any national or
regional securities exchange or association or over-the-counter market
at the close of business and (B) has traded at least once on the
national or regional securities exchange or association or
over-the-counter market that is the primary market for the trading of
the Common Stock.

In accordance with the terms of the Purchase Contract
Agreement, the Holder of this Treasury Unit shall pay the Purchase
Price for the shares of Common Stock purchased pursuant to each
Purchase Contract evidenced by this Certificate either by effecting a
Cash Settlement of each such Purchase Contract or by applying a
principal amount of the Pledged Treasury Security underlying such
Holder's Treasury Unit equal to the Stated Amount of such Purchase
Contract to the purchase of the Common Stock. A Holder of a Treasury
Unit which fails to notify the Agent of its intention to effect a Cash
Settlement on or prior to 5:00 p.m., New York City time, on the second
Business Day immediately preceding the Purchase Contract Settlement
Date or does so notify the Agent but fails to pay the Purchase Price
as provided in the Purchase Contract Agreement prior to 11:00 a.m. New
York City time on the Business Day immediately preceding the Purchase
Contract Settlement Date shall pay the Purchase Price for the shares
of Common Stock to be issued under the related Purchase Contract from
the proceeds of the Pledged Treasury Securities.

Each Purchase Contract evidenced by this Certificate and all
obligations and rights of the Company and the Holder under such
Purchase Contract shall immediately and automatically terminate if a
Termination Event shall occur. Upon the occurrence of a Termination
Event, the Company shall give written notice to the Agent, the
Collateral Agent and the Holders, at their addresses as they appear in
the Treasury Unit 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 Unit from the Pledge. A Treasury Unit shall
thereafter represent the right to receive the interest in the Treasury

B-6

Securities forming a part of such Treasury Unit, in accordance with
the terms of the Purchase Contract Agreement and the Pledge Agreement.

The Treasury Unit Certificates are issuable only in
registered form and only in denominations of a single Treasury Unit
and any integral multiple of it. The transfer of any Treasury Unit
Certificate will be registered and Treasury Unit Certificates may be
exchanged as provided in the Purchase Contract Agreement. The
Treasury Unit Registrar may require a Holder, among other things, to
furnish appropriate endorsements and transfer documents permitted by
the Purchase Contract Agreement. No service charge shall be required
for any such registration of transfer or exchange, but the Company and
the Agent may require payment of a sum sufficient to cover any tax or
other governmental charge payable in connection with such
transactions. A Holder who elects to substitute Debentures for
Treasury Securities, thereby recreating Corporate Units, shall be
responsible for any fees or expenses associated with such transaction.
Except as provided in the Purchase Contract Agreement, for so long as
the Purchase Contract underlying a Treasury Unit remains in effect,
such Treasury Unit shall not be separable into its constituent parts,
and the rights and obligations of the Holder of such Treasury Unit in
respect of the Treasury Security and the Purchase Contract
constituting such Treasury Unit may be transferred and exchanged only
as a Treasury Unit. A Holder of Treasury Unit may recreate Corporate
Unit by delivering to the Collateral Agent Debentures 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 Unit shall be referred to as a "Corporate Unit." Such
substitution may cause the equivalent aggregate principal amount of
this Certificate to be increased or decreased. All such adjustments
to the equivalent aggregate principal amount of this Treasury Unit
Certificate shall be duly recorded by placing an appropriate notation
on the Schedule attached to this Certificate.

A Holder of a Corporate Unit may recreate a Treasury Unit at
any time on or prior to the seventh Business Day immediately preceding
the Purchase Contract Settlement Date by delivering to the Collateral
Agent Treasury Securities in an aggregate principal amount at maturity
equal to the aggregate principal amount at maturity of the Pledged
Debentures in exchange for the release of such Pledged Debentures in
accordance with the terms of the Purchase Contract Agreement and the
Pledge Agreement. Any such recreation of a Treasury Unit may be
effected only in multiples of 5000 Corporate Units for 13 Treasury
Units.

The Purchase Contracts and all obligations and rights of the
Company and the Holders under them shall immediately and automatically
terminate, without the necessity of any notice or action by any
Holder, the Agent or the Company, if, on or prior to the Purchase
Contract Settlement Date, a Termination Event shall have occurred.

B-7

Upon the occurrence of a Termination Event, the Company shall
promptly, but within two Business Days, give written notice to the
Agent, the Collateral Agent and the Holders, at their addresses as
they appear in the Treasury Unit Register. Upon the occurrence of a
Termination Event, the Collateral Agent shall release the Treasury
Securities from the Pledge in accordance with the provisions of the
Pledge Agreement.

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

The Holder of this Treasury Unit Certificate, by its
acceptance of this Certificate, authorizes the Agent to enter into and
perform the related Purchase Contracts forming part of the Treasury
Units evidenced by this Certificate 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 of such Purchase Contracts, covenants and agrees to perform
its obligations under such Purchase Contracts, consents to the
provisions of the Purchase Contract Agreement, authorizes the 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 Units underlying this Treasury Unit Certificate
pursuant to the Pledge Agreement. The Holder further covenants and
agrees, that, to the extent and in the manner provided in the Purchase
Contract Agreement and the Pledge Agreement, but subject to the terms
of such agreements, 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.

B-8

The Company, the Agent and its Affiliates and any agent of
the Company or the Agent may treat the Person in whose name this
Treasury Unit Certificate is registered as the owner of the Treasury
Units evidenced by this Certificate for all purposes, notwithstanding
any notice to the contrary, and neither the Company, the Agent nor any
such agent shall be affected by notice to the contrary.

The Purchase Contracts shall not, prior to settlement,
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 Agent.

B-9

ABBREVIATIONS

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

TEN COM - as tenants in common
UNIF GIFT MIN ACT - -----------Custodian------------
(cust) (minor)

Under Uniform Gifts to Minors
Act of _________________________
________________________________

TEN ENT - as tenants by the entireties

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

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

______________________________________________________________________
______________________________________________________________________
______________________________________________________________________
(Please Print or Type Name and Address Including Postal Zip Code of
Assignee)
the within Treasury Unit Certificates and all rights thereunder,
hereby irrevocably constituting and appointing _______________________
______________________________________________________________________
attorney to transfer said Treasury Unit Certificates on the books of
New NiSource Inc. with full power of substitution in the premises.

Dated:__________________ ______________________________________
Signature

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

Signature Guarantee: ___________________________________

B-10

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 Units evidenced by this Treasury Unit Certificate
be registered in the name of, and delivered, together with a check in
payment for any fractional share, to the undersigned at the address
indicated below unless a different name and address have been
indicated below. If shares are to be registered in the name of a
Person other than the undersigned, the undersigned will pay any
transfer tax payable incident thereto.

Dated: _______________________ _______________________________
Signature
Signature Guarantee: __________
(if assigned to another person)
If shares are to be registered
in the name of and delivered to REGISTERED HOLDER
a Person other than the Holder,
please (i) print such Person's
name and address and (ii)
provide a guarantee of your
signature:

Please print name and address
of Registered Holder:

_______________________________ _______________________________
Name Name

_______________________________ _______________________________
Address Address

_______________________________ _______________________________

Social Security or other
Taxpayer Identification _______________________________
Number, if any

Transfer Instructions for Pledged Treasury Units Transferable Upon a
Termination Event:

B-11

[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
Amount of Amount of Units
decrease in increase in evidenced by
Number of Number of this
Units Units Global Signature of
evidenced by evidenced by Certificate authorized
the the following such officer of
Global Global decrease or Agent or
Date Certificate Certificate increase Depositary

B-12

EXHIBIT C

INSTRUCTION TO PURCHASE CONTRACT AGENT

The Chase Manhattan Bank
▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: Capital Markets Fiduciary Services

Re: ________ Units of NiSource Inc. (the "Company")

The undersigned Holder notifies you that it has delivered to
Bank One Trust Company, National Association, as Securities
Intermediary, for credit to the Collateral Account, $______ aggregate
principal amount of [Debentures] [Treasury Securities] in exchange for
the [Pledged Debentures] [Pledged Treasury Securities] held in the
Collateral Account, in accordance with the Pledge Agreement, dated as
of November 1, 2000 (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
instructs you to instruct the Collateral Agent to release to you on
behalf of the undersigned Holder the [Pledged Debentures] [Pledged
Treasury Securities] related to such [Corporate Unit] [Treasury Unit].

Date: _______________________ _______________________________
Signature

Signature Guarantee: __________

Please print name and address of Registered Holder:

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

_______________________________

C-1

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

[HOLDER]
_______________________
_______________________
Attention:
Telecopy: __________

Re: __________ Units of NiSource Inc. (the "Company")

Please refer to the Purchase Contract Agreement, dated as of
November 1, 2000 (the "Purchase Contract Agreement"; unless other-
wise 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 Units from time to time.

We notify you that a Termination Event has occurred and that
the [Debentures] [Treasury Securities] underlying your ownership
interest in _____ [Corporate Units][Treasury Units] have been released
and are being held by us for your account pending receipt of transfer
instructions with respect to such Debentures [Treasury Securities]
(the "Released Securities").

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

Date: _________________ By: THE CHASE MANHATTAN BANK,
as Purchase Contract Agent

________________________________
Name:
Title:

D-1

EXHIBIT E

NOTICE TO SETTLE BY SEPARATE CASH

The Chase Manhattan Bank
▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: Capital Markets Fiduciary Services

Re: ________ Units of NiSource Inc. (the "Company")

The undersigned Holder irrevocably notifies you in
accordance with Section 5.4 of the Purchase Contract Agreement, dated
as of November 1, 2000 (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
yourselves, as Purchase Contract Agent and as Attorney-in-Fact for the
Holders of the Purchase Contracts, that the undersigned Holder has
elected to pay to the Securities Intermediary for deposit in the
Collateral Account, on or prior to 11:00 a.m., New York City time, on
the [fifth Business Day][Business Day] immediately preceding the
Purchase Contract Settlement Date (in lawful money of the United
States by certified or cashiers' check or wire transfer, in
immediately available funds), $______ as the Purchase Price for the
shares of Common Stock issuable to such Holder by the Company under
the related Purchase Contract on the Purchase Contract Settlement
Date. The undersigned Holder instructs you to notify promptly the
Collateral Agent of the undersigned Holder's election to make such
Cash Settlement with respect to the Purchase Contracts related to such
Holder's [Corporate Unit] [Treasury Unit].

Date: _______________________ ____________________________________
Signature

Signature Guarantee:________________

Please print name and address of Registered Holder:

E-2

EXHIBIT F

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

Bank One Trust Company, National Association
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
Attention: Corporate Trust Administration
Telecopy: ▇▇▇-▇▇▇-▇▇▇▇

The Chase Manhattan Bank
▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: Capital Markets Fiduciary Services
Telecopy: ▇▇▇-▇▇▇-▇▇▇▇

Re: __________ Units of NiSource Inc. (the "Company")

Please refer to the Purchase Contract Agreement dated as of
November 1, 2000 (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 Units from time to time.

In accordance with Section 5.4 of the Purchase Contract
Agreement and, based on instructions and Cash Settlements received
from Holders of Corporate Units as of 11:00 a.m, [DATE (FIFTH BUSINESS
DAY IMMEDIATELY PRECEDING THE PURCHASE CONTRACT SETTLEMENT DATE)], we
notify you that _____ Debentures are to be tendered for purchase in
the Remarketing.

Date: ______________________ By: THE CHASE MANHATTAN BANK,
as Purchase Contract Agent

____________________________
Name:
Title:

F-1

NEW NISOURCE INC. AND

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