EXHIBIT 4-10

ARVIN INDUSTRIES, INC.

_________________,

as Collateral Agent, Custodial Agent
and Securities Intermediary

AND

________________,

as Purchase Contract Agent

FORM OF PLEDGE AGREEMENT

Dated as of __________, ____

TABLE OF CONTENTS

PAGE
PLEDGE AGREEMENT . . . . . . . . . . . . . . . . . . . . . . . . . 1

RECITALS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

Section 1. Definitions . . . . . . . . . . . . . . . . . . . . . . 1

Section 2. Pledge; Control and Perfection. . . . . . . . . . . . . 3
Section 2.1. The Pledge . . . . . . . . . . . . . . . . . . . 3
Section 2.2. Control and Perfection . . . . . . . . . . . . . 4

Section 3. Distributions on Pledged Collateral . . . . . . . . . . 5

Section 4. Substitution, Release, Repledge and Settlement of Debt
Securities . . . . . . . . . . . . . . . . . . . . . 6
Section 4.1. Substitution for Debt Securities and the Creation
of Type B Securities . . . . . . . . . . . . . 6
Section 4.2. Substitution of Treasury Securities and the
Creation of Type A Securities . . . . . . . . 6
Section 4.3. Termination Event . . . . . . . . . . . . . . . 7
Section 4.4. Cash Settlement . . . . . . . . . . . . . . . . 7
Section 4.5. Early Settlement . . . . . . . . . . . . . . . . 8
Section 4.6. Application of Proceeds Settlement . . . . . . . 8

Section 5. Voting Rights -- Debt Securities . . . . . . . . . . . 9

Section 6. Rights and Remedies; Distribution of the Debentures;
Tax Event Redemption . . . . . . . . . . . . . . . . 9
Section 6.1. Rights and Remedies of the Collateral Agent . . 9
Section 6.2. Tax Event Redemption . . . . . . . . . . . . . . 10
Section 6.3. Substitutions . . . . . . . . . . . . . . . . . 10

Section 7. Representations and Warranties; Covenants . . . . . . . 11
Section 7.1. Representations and Warranties . . . . . . . . . 11
Section 7.2. Covenants . . . . . . . . . . . . . . . . . . . 11

Section 8. The Collateral Agent . . . . . . . . . . . . . . . . . 11
Section 8.1. Appointment, Powers and Immunities . . . . . . . 11
Section 8.2. Instructions of the Company . . . . . . . . . . 12
Section 8.3. Reliance by Collateral Agent . . . . . . . . . . 12
Section 8.4. Rights in Other Capacities . . . . . . . . . . . 12
Section 8.5. Non-Reliance on Collateral Agent . . . . . . . . 12
Section 8.6. Compensation and Indemnity . . . . . . . . . . . 13
Section 8.7. Failure to Act . . . . . . . . . . . . . . . . . 13
Section 8.8. Resignation of Collateral Agent . . . . . . . . 13
Section 8.9. Right to Appoint Agent or Advisor . . . . . . . 13
Section 8.10. Survival . . . . . . . . . . . . . . . . . . . . 14
Section 8.11. Exculpation . . . . . . . . . . . . . . . . . . 14

Section 9. Amendment . . . . . . . . . . . . . . . . . . . . . . . 14
Section 9.1. Amendment Without Consent of Holders . . . . . . 14

Section 9.2. Amendment with Consent of Holders . . . . . . . 14
Section 9.3. Execution of Amendments . . . . . . . . . . . . 14
Section 9.4. Effect of Amendments . . . . . . . . . . . . . . 15
Section 9.5. Reference to Amendments . . . . . . . . . . . . 15

Section 10. Miscellaneous . . . . . . . . . . . . . . . . . . . . 15
Section 10.1. No Waiver . . . . . . . . . . . . . . . . . . . 15
Section 10.2. Governing Law . . . . . . . . . . . . . . . . . 15
Section 10.3. Notices . . . . . . . . . . . . . . . . . . . . 15
Section 10.4. Successors and Assigns . . . . . . . . . . . . 15
Section 10.5. Counterparts . . . . . . . . . . . . . . . . . 15
Section 10.6. Severability . . . . . . . . . . . . . . . . . 15
Section 10.7. Expenses, etc. . . . . . . . . . . . . . . . . 16
Section 10.8. Security Interest Absolute . . . . . . . . . . 16

EXHIBIT A Instruction to Collateral Agent
EXHIBIT B Instruction to Purchase Contract Agent
EXHIBIT C Instruction to Custodial Agent Regarding Remarketing
EXHIBIT D Instruction to Custodial Agent Regarding Withdrawal From
Remarketing

PLEDGE AGREEMENT

FORM OF PLEDGE AGREEMENT, dated as of ___________, ____
(this "Agreement"), among Arvin Industries, Inc., an Indiana
corporation (the "Company"), __________________, not individually but
solely as collateral agent (in such capacity, together with its
successors in such capacity, the "Collateral Agent") as custodial
agent (in such capacity, together with its successors in such
capacity, the "Custodial Agent") and in its capacity as a "securities
intermediary" as defined in Section 8-102(a)(14) of the Code (as
defined herein) (in such capacity, together with its successors in
such capacity, the "Securities Intermediary"), and ____________________,
not individually but solely as purchase contract agent and as
attorney-in-fact of the Holders (as defined in the Purchase Contract
Agreement) from time to time of the Securities (as hereinafter defined)
(in such capacity, together with its successors in such capacity, the
"Purchase Contract Agent") under the Purchase Contract Agreement (as
hereinafter defined).

RECITALS

The Company and the Purchase Contract Agent are parties to
the Purchase Contract Agreement, dated as of the date hereof (as
modified and supplemented and in effect from time to time, the
"Purchase Contract Agreement"), pursuant to which there may be issued
up to ______________ New Securities of the Company, having a stated
amount of $____ (the "Stated Amount") per New Security.

The New Securities will initially consist of (A) _________
units (referred to as "Type A Securities") with a face amount, per
Type A Security, equal to the Stated Amount and (B) _________ units
(referred to as "Type B Securities" and, together with the Type A
Securities, the "Securities") with a face amount, per Type B Security,
equal to the Stated Amount. Each Type A Security will initially be
comprised of (a) a share purchase contract (a "Purchase Contract")
under which the holder will purchase from the Company on
________________ (the "Purchase Contract Settlement Date"), for an
amount of cash equal to the Stated Amount, a number of newly issued
common shares, $2.50 par value (the "Common Shares"), of the Company
equal to the Settlement Rate (as defined below) and (b) either
beneficial ownership of a Debt Security (as defined below) or upon the
occurrence of a Tax Event Redemption the Applicable Ownership Interest
of the Treasury Portfolio. Each Type B Security will initially be
comprised of (a) a Purchase Contract under which (i) the holder will
purchase from the Company on the Purchase Contract Settlement Date,
for an amount in cash equal to the Stated Amount, a number of newly
issued Common Shares of the Company, equal to the Settlement Rate, and
(ii) the Company will pay the Holder Contract Adjustment Payments (as
defined below) at the rate of ___% of the Stated Amount per annum, and
(b) a 1/100 undivided beneficial interest in a zero-coupon U.S.
Treasury Security (CUSIP No. _________) having a principal amount
equal to $1,000 and maturing on ___________ (the "Treasury
Securities").

Pursuant to the terms of the Indenture (as defined below),
the Company will issue ____% Senior Notes due ________ (the "Debt
Securities") in an aggregate principal amount equal to the aggregate
Stated Amount of all Type A Securities.

Pursuant to the terms of the Purchase Contract Agreement and
the Purchase Contracts, the Holders, from time to time, of the
Securities have irrevocably authorized the Purchase Contract Agent, as
attorney-in-fact of such Holders, among other things, to execute and
deliver this Agreement on behalf of such Holders and to grant the
pledge provided hereby of the Debt Securities, any Applicable
Ownership Interest in the Treasury Portfolio and any Treasury
Securities to secure each Holder's obligations under the related
Purchase Contract, as provided herein and subject to the terms hereof.
Upon such pledge, the Debt Securities will be beneficially owned by
the Holders but will be owned of record by the Purchase Contract Agent
subject to the Pledge hereunder.

Accordingly, the Company, the Collateral Agent, the
Securities Intermediary, the Custodial Agent and the Purchase Contract
Agent, on its own behalf and as attorney-in-fact of the Holders from
time to time of the Securities, agree as follows:

Section 1. Definitions. For all purposes of this
Agreement, except as otherwise expressly provided or unless the
context otherwise requires:

(a) the terms defined in this Article have the meanings
assigned to them in this Article and include the plural as
well as the singular;

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

(c) the following terms have the meanings assigned to
them in the Purchase Contract Agreement: (i) Act, (ii)
Agent, (iii) Board Resolution, (iv) Cash Settlement, (v)
Certificate, (vi) Contract Adjustment Payments, (vii) Early
Settlement, (viii) Early Settlement Amount, (ix) Early
Settlement Date, (x) Failed Remarketing, (xi) Holder, (xii)
Opinion of Counsel, (xiii) Outstanding Securities, (xiv)
Purchase Contract, (xv) Purchase Contract Settlement Date,
(xvi) Remarketing Agent, (xvii) Remarketing Agreement,
(xviii) Remarketing Underwriting Agreement, (xix) Settlement
Rate, and (xx) Termination Event; and

(d) the following terms have the meanings assigned to
them in the Officer's Certificate establishing the terms of
the new Securities: (i) Applicable Ownership Interest, (ii)
Applicable Principal Amount, (iii) Quotation Agent, (iv)

Redemption Amount, (v) Redemption Price, (vi) Tax Event,
(vii) Tax Event Redemption, (viii) Tax Event Redemption
Date, and (ix) Treasury Portfolio.

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

"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.

"Business Day" means any day other than a Saturday, a Sunday
or any other day on which banking institutions in
_________________________ (in the State of ________________) are
permitted or required by any applicable law to close.

"Cash" means any coin or currency of the United States as at
the time shall be legal tender for payment of public and private
debts.

"Code" has the meaning specified in Section 6.1 hereof.

"Collateral" has the meaning specified in Section 2.1
hereof.

"Collateral Account" means the securities account (number
_______) maintained at ________________ in the name ___________, as
Purchase Contract Agent on behalf of the holders of Securities subject
to the security interest of the Pledge Agreement, of _____________ as
Collateral Agent, for the benefit of Arvin Industries, Inc., as
pledgee and any successor account.

"Collateral Agent" has the meaning specified in the first
paragraph of this instrument.

"Common Shares" has the meaning specified in the Recitals.

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

"Custodial Agent" has the meaning specified in the Recitals.

"Debt Securities" has the meaning specified in the Recitals.

"Indenture" means the Indenture, dated _____________,
between the Company and the Trustee with respect to the Debt
Securities.

"Intermediary" means any entity that in the ordinary course
of its business maintains securities accounts for others and is acting
in that capacity.

"Officer's Certificate" means the instrument setting forth
the terms of the Debt Securities pursuant to the Indenture.

"Permitted Investments" means any one of the following which
shall mature not later than the next succeeding Business Day (i) any
evidence of indebtedness with an original maturity of 365 days or less
issued, or directly and fully guaranteed or insured, by the United
States of America or any agency or instrumentality thereof (provided
that the full faith and credit of the United States of America is
pledged in support thereof or such indebtedness constitutes a general
obligation of it); (ii) deposits, certificates of deposit or
acceptances with an original maturity of 365 days or less of any
institution which is a member of the Federal Reserve System having
combined capital and surplus and undivided profits of not less than US
$_______ at the time of deposit; (iii) investments with an original
maturity of 365 days or less of any Person that is fully and
unconditionally guaranteed by a bank referred to in clause (ii); (iv)
investments in commercial paper, other than commercial paper issued by
the Company or its affiliates, of any corporation incorporated under
the laws of the United States or any State thereof, which commercial
paper has a rating at the time of purchase at least equal to "A-1" by
Standard & Poor's Ratings Services ("S&P") or at least equal to "P-1"
by Moody's Investors Service, Inc. ("Moody's"); and (v) investments in
money market funds registered under the Investment Company Act of
1940, as amended, rated in the highest applicable rating category by
S&P or Moody's.

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

"Pledge" has the meaning specified in Section 2.1 hereof.

"Pledged Debt Securities" has the meaning specified in
Section 2.1 hereof.

"Pledged Treasury Securities" has the meaning specified in
Section 2.1 hereof.

"Proceeds" means all interest, dividends, cash, instruments,
securities, financial assets (as defined in Section 8-102(a)(9) of the
Code) and other property from time to time
received, receivable or otherwise distributed upon the sale, exchange,
collection or disposition of the Collateral or any proceeds thereof.

"Purchase Contract" has the meaning specified in the
Recitals.

"Purchase Contract Agent" has the meaning specified in the
first paragraph of this Agreement.

"Purchase Contract Agreement" has the meaning specified in
the Recitals.

"Securities" has the meaning specified in the Recitals.

"Securities Intermediary" has the meaning specified in the
first paragraph of this Agreement.

"Security Entitlement" has the meaning set forth in Section
8-102(a)(17) of the Code.

"Separate Debt Securities" means any Debt Securities that
are not Pledged Debt Securities.

"Stated Amount" has the meaning specified in the Recitals.

"TRADES" means the Treasury/Reserve Automated Debt Entry
System maintained by the Federal Reserve Bank of New York pursuant to
the TRADES Regulations.

"TRADES Regulations" means the regulations of the United
States Department of the Treasury, published at 31 C.F.R. Part 357, as
amended from time to time. Unless otherwise defined herein, all terms
defined in the TRADES Regulations are used herein as therein defined.

"Transfer" means, with respect to the Collateral and in
accordance with the instructions of the Collateral Agent, the Purchase
Contract Agent or the Holder, as applicable:

(i) in the case of Collateral consisting of
securities which cannot be delivered by
book-entry or which the parties agree are to
be delivered in physical form, delivery in
appropriate physical form to the recipient
accompanied by any duly executed instruments
of transfer, assignments in blank, transfer
tax stamps and any other documents necessary
to constitute a legally valid transfer to the
recipient;

(ii) in the case of Collateral consisting of
securities maintained in book-entry form by
causing a "securities intermediary" (as
defined in Section 8-102(a)(14) of the Code)
to (i) credit a "security entitlement" (as
defined in Section 8-102(a)(17) of the Code)
with respect to such securities to a
"securities account" (as defined in Section
8-501(a) of the Code) maintained by or on

behalf of the recipient and (ii) to issue a
confirmation to the recipient with respect to
such credit. In the case of Collateral to be
delivered to the Collateral Agent, the
securities intermediary shall be the
Securities Intermediary and the securities
account shall be the Collateral Account.

"Treasury Security" means a zero-coupon U.S. Treasury
Security (Cusip Number ______) which are the principal strips of the
U.S. Treasury Securities which mature on ____________.

"Trustee" means ________________, as trustee under the
Indenture until a successor is appointed thereunder, and thereafter
means such successor trustee.

"Value" with respect to any item of Collateral on any date
means, as to (i) Debt Securities, the aggregate principal amount
thereof, (ii) Cash, the face amount thereof and (iii) Treasury
Securities, the aggregate principal amount thereof at maturity.

Section 2. Pledge; Control and Perfection.

Section 2.1. The Pledge. The Holders from time to time
acting through the Purchase Contract Agent, as their attorney-in-fact,
hereby pledge and grant to the Collateral Agent, for the benefit of
the Company, as collateral security for the performance when due by
such Holders of their respective obligations under the related
Purchase Contracts, a security interest in (i) all of the right, title
and interest of such Holders (a) in the Debt Securities and Treasury
Securities constituting a part of the Securities and any Treasury
Securities delivered in exchange for any Debt Securities, and any Debt
Securities delivered in exchange for any Treasury Securities, in
accordance with Section 4 hereof, in each case that have been
Transferred to or received by the Collateral Agent and not released by
the Collateral Agent to such Holders under the provisions of this
Agreement; (b) in payments made by Holders pursuant to Section 4.4;
(c) in the Collateral Account and all securities, financial assets,
Cash and other property credited thereto and all Security Entitlements
related thereto; (d) in the Treasury Portfolio purchased on behalf of
the Holders of Type A Securities by the Collateral Agent upon the
occurrence of a Tax Event Redemption as provided in Section 6.2 and
(e) all Proceeds of the foregoing (all of the foregoing, collectively,
the "Collateral"). Prior to or concurrently with the execution and
delivery of this Agreement, the Purchase Contract Agent, on behalf of
the initial Holders of the Securities, shall cause the Debt Securities
comprising a part of the Type A Securities, and the Treasury
Securities comprising a part of the Type B Securities, to be
Transferred to the Collateral Agent for the benefit of the Company.
Such Debt Securities shall be Transferred by physically delivering
such Securities to the Securities Intermediary endorsed in blank and
causing the Securities Intermediary to credit the Collateral Account

with such Securities and sending the Collateral Agent a confirmation
of the deposit of such Securities. In the event a Holder of Type A
Securities so elects, such Holder may Transfer Treasury Securities to
the Collateral Agent for the benefit of the Company in exchange for
the release by the Collateral Agent on behalf of the Company of Debt
Securities or the appropriate Applicable Ownership Interest of the
Treasury Portfolio, as the case may be, with an aggregate stated
liquidation amount equal to the aggregate principal amount of the
Treasury Securities so Transferred, in the case of Debt Securities, or
with an appropriate Applicable Ownership Interest (as specified in
clause (A) of the definition of such term) of the Treasury Portfolio
equal to the aggregate principal amount of the Treasury Securities so
transferred, in the event that a Tax Event Redemption has occurred, to
the Purchase Contract Agent on behalf of such Holder. Treasury
Securities and the Treasury Portfolio, as applicable, shall be
Transferred to the Collateral Account maintained by the Collateral
Agent at the Securities Intermediary by book-entry transfer to the
Collateral Account in accordance with the TRADES Regulations and other
applicable law and by the notation by the Securities Intermediary on
its books that a Security Entitlement with respect to such Treasury
Securities or Treasury Portfolio, has been credited to the Collateral
Account. For purposes of perfecting the Pledge under applicable law,
including, to the extent applicable, the TRADES Regulations or the
Uniform Commercial Code as adopted and in effect in any applicable
jurisdiction, the Collateral Agent shall be the agent of the Company
as provided herein. The pledge provided in this Section 2.1 is herein
referred to as the "Pledge" and the Debt Securities or Treasury
Securities subject to the Pledge, excluding any Debt Securities or
Treasury Securities released from the Pledge as provided in Section 4
hereof, are hereinafter referred to as "Pledged Debt Securities" or
the "Pledged Treasury Securities," respectively. Subject to the
Pledge and the provisions of Section 2.2 hereof, the Holders from time
to time shall have full beneficial ownership of the Collateral.
Whenever directed by the Collateral Agent acting on behalf of the
Company, the Securities Intermediary shall have the right to
reregister the Debt Securities or any other Securities held in
physical form in its name.

Except as may be required in order to release Debt
Securities in connection with a Holder's election to convert its
investment from Type A Securities to Type B Securities, or except as
otherwise required to release Securities as specified herein, neither
the Collateral Agent nor the Securities Intermediary shall relinquish
physical possession of any certificate evidencing Debt Securities or
Treasury Securities prior to the termination of this Agreement. If it
becomes necessary for the Securities Intermediary to relinquish
physical possession of a certificate in order to release a portion of
the Debt Securities evidenced thereby from the Pledge, the Securities
Intermediary shall use its best efforts to obtain physical possession
of a replacement certificate evidencing any Debt Securities remaining
subject to the Pledge hereunder registered to it or endorsed in blank
within fifteen days of the date it relinquished possession. The

Securities Intermediary shall promptly notify the Company and the
Collateral Agent of the Securities Intermediary's failure to obtain
possession of any such replacement certificate as required hereby.

Section 2.2. Control and Perfection. (a) In connection
with the Pledge granted in Section 2.1, and subject to the other
provisions of this Agreement, the Holders from time to time acting
through the Purchase Contract Agent, as their attorney-in-fact, hereby
authorize and direct the Securities Intermediary (without the
necessity of obtaining the further consent of the Purchase Contract
Agent or any of the Holders),and the Securities Intermediary agrees,
to comply with and follow any instructions and entitlement orders (as
defined in Section 8-102(a)(8) of the Code) that the Collateral Agent
on behalf of the Company may give in writing with respect to the
Collateral Account, the Collateral credited thereto and any security
entitlements with respect to any thereof. Such instructions and
entitlement orders may, without limitation, direct the Securities
Intermediary to transfer, redeem, sell, liquidate, assign, deliver or
otherwise dispose of the Debt Securities, the Treasury Securities, the
Treasury Portfolio, and any Security Entitlements with respect thereto
and to pay and deliver any income, proceeds or other funds derived
therefrom to the Company. The Holders from time to time acting
through the Purchase Contract Agent hereby further authorize and
direct the Collateral Agent, as Agent of the Company, to itself issue
instructions and entitlement orders, and to otherwise take action,
with respect to the Collateral Account, the Collateral credited
thereto and any security entitlements with respect thereto, pursuant
to the terms and provisions hereof, all without the necessity of
obtaining the further consent of the Purchase Contract Agent or any of
the Holders. The Collateral Agent shall be the Agent of the Company
and shall act as directed in writing by the Company. Without limiting
the generality of the foregoing, the Collateral Agent shall issue
entitlement orders to the Securities Intermediary when and as directed
by the Company.

(b) The Securities Intermediary hereby confirms and agrees
that: (i) all securities or other property underlying any financial
assets credited to the Collateral Account shall be registered in the
name of the Securities Intermediary, indorsed to the Securities
Intermediary or in blank or credited to another Collateral Account
maintained in the name of the Securities Intermediary and in no case
will any financial asset credited to the Collateral Account be
registered in the name of the Purchase Contract Agent, the Collateral
Agent, the Company or any Holder, payable to the order of, or
specially indorsed to, the Purchase Contract Agent, the Collateral
Agent, the Company or any Holder except to the extent the foregoing
have been specially indorsed to the Securities Intermediary or in
blank; (ii) all property delivered to the Securities Intermediary
pursuant to this Pledge Agreement (including, without limitation, any
Debt Securities, the Treasury Portfolio or Treasury Securities) will
be promptly credited to the Collateral Account; (iii) the Collateral
Account is an account to which financial assets are or may be

credited, and the Securities Intermediary shall, subject to the terms
of this Agreement, treat the Purchase Contract Agent as entitled to
exercise the rights of any financial asset credited to the Collateral
Account; (iv) the Securities Intermediary has not entered into, and
until the termination of the this Agreement will not enter into, any
agreement with any other person relating to the Collateral Account
and/or any financial assets credited thereto pursuant to which it has
agreed to comply with entitlement orders (as defined in Section
8-102(a)(8) of the Code) of such other person; and (v) the Securities
Intermediary has not entered into, and until the termination of this
Agreement will not enter into, any agreement with the debtor or the
secured party purporting to limit or condition the obligation of the
Securities Intermediary to comply with entitlement orders as set forth
in this Section 2.2 hereof.

(c) The Securities Intermediary hereby agrees that each item
of property (whether investment property, financial asset, security,
instrument or cash) credited to the Collateral Account shall be
treated as a "financial asset" within the meaning of Section
8-102(a)(9) of the Code.

(d) In the event of any conflict between this Agreement(or
any portion thereof) and any other agreement now existing or hereafter
entered into, the terms of this Agreement shall prevail.

Section 3. Distributions on Pledged Collateral. So long as
the Purchase Contract Agent is the registered owner of the Pledged
Debt Securities, it shall receive all payments thereon. If the Pledged
Debt Securities are reregistered, such that the Collateral Agent
becomes the registered holder, all payments of the Stated Amount or,
if applicable, the appropriate Applicable Ownership Interest (as
specified in clause (A) of the definition of such term) of the
Treasury Portfolio, or payments of interest on, the Pledged Debt
Securities or distributions on the appropriate Applicable Ownership
Interest (as specified in clause (B) of the definition of such term)
of the Treasury Portfolio, as the case may be, and all payments of the
principal of, or cash distributions on, any Pledged Treasury
Securities received by the Collateral Agent that are properly payable
hereunder shall be paid by the Collateral Agent by wire transfer in
same day funds:

(i) In the case of (A) payment of interest with
respect to the Pledged Debt Securities or
cash distributions on the appropriate
Applicable Ownership Interest (as specified
in clause (B) of the definition of such term)
of the Treasury Portfolio, as the case may
be, and (B) any payments of the Stated Amount
or, if applicable, the appropriate Applicable
Ownership Interest (as specified in clause
(A) of the definition of such term) of the
Treasury Portfolio with respect to any Debt

Securities or the appropriate Applicable
Ownership Interest of the Treasury Portfolio,
as the case may be, that have been released
from the Pledge pursuant to Section 4.3
hereof, to the Purchase Contract Agent, for
the benefit of the relevant Holders of
Securities, to the account designated by the
Purchase Contract Agent for such purpose, no
later than 2:00 p.m., ________________ time,
on the Business Day such payment is received
by the Collateral Agent (provided that in the
event such payment is received by the
Collateral Agent on a day that is not a
Business Day or after 12:30 p.m.,
_____________________ time, on a Business
Day, then such payment shall be made no later
than 10:30 a.m., ________________ time, on
the next succeeding Business Day);

(ii) In the case of any principal payments with
respect to any Treasury Securities that have
been released from the Pledge pursuant to
Section 4.3 hereof, to the Holders of the
Type B Securities to the accounts designated
by them in writing for such purpose no later
than 2:00 p.m., ___________________ time, on
the Business Day such payment is received by
the Collateral Agent (provided that in the
event such payment is received by the
Collateral Agent on a day that is not a
Business Day or after 12:30 p.m.,
___________________ time, on a Business Day,
then such payment shall be made no later than
10:30 a.m., time, on the next succeeding
Business Day); and

(iii) In the case of payments of the principal
of any Pledged Debt Securities or the
Stated Amount of the appropriate
Applicable Ownership Interest (as
specified in clause (A) of the
definition of such term) of the Treasury
Portfolio, as the case may be, or the
principal of any Pledged Treasury
Securities, to the Company on the
Purchase Contract Settlement Date in
accordance with the procedure set forth
in Section 4.6(a) or 4.6(b) hereof, in
full satisfaction of the respective
obligations of the Holders under the
related Purchase Contracts.

All payments received by the Purchase Contract Agent as provided
herein shall be applied by the Purchase Contract Agent pursuant to the
provisions of the Purchase Contract Agreement. If, notwithstanding the
foregoing, the Purchase Contract Agent shall receive any payments of
the Stated Amount or, if applicable, the appropriate Applicable
Ownership Interest (as specified in clause (A) of the definition of
such term) on account of any Debt Security or the appropriate
Applicable Ownership Interest of the Treasury Portfolio, as applicable
that, at the time of such payment, is a Pledged Debt Security or the
appropriate Applicable Ownership Interest of the Treasury Portfolio,
as the case may be, or a Holder of a Type B Securities shall receive
any payments of principal on account of any Treasury Securities that,
at the time of such payment, are Pledged Treasury Securities, the
Purchase Contract Agent or such Holder shall hold the same as trustee
of an express trust for the benefit of the Company (and promptly
deliver the same over to the Company) for application to the
obligations of the Holders under the related Purchase Contracts, and
the Holders shall acquire no right, title or interest in any such
payments of Stated Amount or principal so received.

Section 4. Substitution, Release, Repledge and Settlement
of Debt Securities.

Section 4.1. Substitution for Debt Securities and the
Creation of Type B Securities. At any time on or prior to the fifth
Business Day immediately preceding the Purchase Contract Settlement
Date (unless a Tax Event Redemption has occurred), a Holder of Type A
Securities shall have the right to substitute Treasury Securities for
the Pledged Debt Securities securing such Holder's obligations under
the Purchase Contract(s) comprising a part of its Type A Securities in
integral multiples of _______ Type A Securities by (a) Transferring to
the Collateral Agent Treasury Securities having a Value equal to the
aggregate Stated Amount of the Pledged Debt Securities to be released
and (b)(i) in the event that Contract Adjustment Payments are at a
higher rate for Type B Securities than for Type A Securities,
delivering to the Purchase Contract Agent Cash in an amount equal to
the excess of the Contract Adjustment Payments that would have accrued
since the last Payment Date through the date of substitution on the
Type B Securities being created by the Holder, over the Contract
Adjustment Payments that have accrued over the same time period on the
related Type A Securities, which amount the Purchase Contract Agent
shall promptly remit to the Company, and (ii) delivering the related
Type A Securities to the Purchase Contract Agent, accompanied by a
notice, substantially in the form of Exhibit B hereto, to the Purchase
Contract Agent stating that such Holder has Transferred Treasury
Securities to the Collateral Agent pursuant to clause (a) above
(stating the Value of the Treasury Securities Transferred by such
Holder) and requesting that the Purchase Contract Agent instruct the
Collateral Agent to release from the Pledge the Pledged Debt
Securities related to such Type A Securities. The Purchase Contract
Agent shall instruct the Collateral Agent in the form provided in
Exhibit A; provided, however, that if a Tax Event Redemption has

occurred and the Treasury Portfolio has become a component of the Type
A Securities, Holders of Type A Securities may make such substitution
only in integral multiples of ____________ Type A Securities at any
time on or prior to the second Business Day immediately preceding the
Purchase Contract Settlement Date. Upon receipt of Treasury
Securities from a Holder of Type A Securities and the related
instruction from the Purchase Contract Agent, the Collateral Agent
shall release the Pledged Debt Securities or the appropriate
Applicable Ownership Interest of the Treasury Portfolio, as the case
may be, and shall promptly Transfer such Pledged Debt Securities or
the appropriate Applicable Ownership Interest of the Treasury
Portfolio, as the case may be, free and clear of any lien, pledge or
security interest created hereby, to the Purchase Contract Agent.

Section 4.2. Substitution of Treasury Securities and the
Creation of Type A Securities. At any time on or prior to the fifth
Business Day immediately preceding the Purchase Contract Settlement
Date (unless a Tax Event Redemption has occurred), a Holder of Type B
Securities shall have the right to establish or reestablish Type A
Securities consisting of the Purchase Contracts and Debt Securities in
integral multiples of ____ Type A Securities by (a) Transferring to
the Collateral Agent Debt Securities having a Value equal to the Value
of the Pledged Treasury Securities to be released and (b) delivering
the related Type B Securities to the Purchase Contract Agent,
accompanied by a notice, substantially in the form of Exhibit B
hereto, to the Purchase Contract Agent stating that such Holder has
transferred Debt Securities to the Collateral Agent pursuant to clause
(a) above and requesting that the Purchase Contract Agent instruct the
Collateral Agent to release from the Pledge the Pledged Treasury
Securities related to such Type B Securities. The Purchase Contract
Agent shall instruct the Collateral Agent in the form provided in
Exhibit A; provided, however, that if a Tax Event Redemption has
occurred and the Treasury Portfolio has become a component of the Type
A Securities, Holders of Type B Securities may make such substitution
only in integral multiples of _________ Type B Securities, at any time
on or prior to the Business Day immediately preceding the Purchase
Contract Settlement Date. Upon receipt of the Debt Securities or the
appropriate Applicable Ownership Interest of the Treasury Portfolio,
as the case may be, from such Holder and the instruction from the
Purchase Contract Agent, the Collateral Agent shall release the
Treasury Securities and shall promptly Transfer such Treasury
Securities, free and clear of any lien, pledge or security interest
created hereby, to the Purchase Contract Agent.

Section 4.3. Termination Event. Upon receipt by the
Collateral Agent of written notice from the Company or the Purchase
Contract Agent that there has occurred a Termination Event, the
Collateral Agent shall release all Collateral from the Pledge and
shall promptly Transfer any Pledged Debt Securities (or the Applicable
Ownership Interest of the Treasury Portfolio if a Tax Event Redemption
has occurred) and Pledged Treasury Securities to the Purchase Contract
Agent for the benefit of the Holders of the Type A Securities and the

Type B Securities, respectively, free and clear of any lien, pledge or
security interest or other interest created hereby.

If such Termination Event shall result from the Company's
becoming a debtor under the Bankruptcy Code, and if the Collateral
Agent shall for any reason fail promptly to effectuate the release and
Transfer of all Pledged Debt Securities, the Treasury Portfolio or of
the Pledged Treasury Securities, as the case may be, as provided by
this Section 4.3, the Purchase Contract Agent shall (i) use its best
efforts to obtain an opinion of a nationally recognized law firm
reasonably acceptable to the Collateral Agent to the effect that, as a
result of the Company's being the debtor in such a bankruptcy case,
the Collateral Agent will not be prohibited from releasing or
Transferring the Collateral as provided in this Section 4.3, and shall
deliver such opinion to the Collateral Agent within ten days after the
occurrence of such Termination Event, and if (y) the Purchase Contract
Agent shall be unable to obtain such opinion within ten days after the
occurrence of such Termination Event or (z) the Collateral Agent shall
continue, after delivery of such opinion, to refuse to effectuate the
release and Transfer of all Pledged Debt Securities, the Treasury
Portfolio or the Pledged Treasury Securities, as the case may be, as
provided in this Section 4.3, then the Purchase Contract Agent shall
within fifteen days after the occurrence of such Termination Event
commence an action or proceeding in the court with jurisdiction of the
Company's case under the Bankruptcy Code seeking an order requiring
the Collateral Agent to effectuate the release and transfer of all
Pledged Debt Securities, the Treasury Portfolio or of the Pledged
Treasury Securities, as the case may be, as provided by this Section
4.3 or (ii) commence an action or proceeding like that described in
subsection (i)(z) hereof within ten days after the occurrence of such
Termination Event.

Section 4.4. Cash Settlement. (a) Upon receipt by the
Collateral Agent of (i) a notice from the Purchase Contract Agent
promptly after the receipt by the Purchase Contract Agent of such
notice that a Holder of an Type A Securities or Type B Securities has
elected, in accordance with the procedures specified in Section
5.4(a)(i) or (d)(i) of the Purchase Contract Agreement, respectively,
to settle its Purchase Contract with Cash and (ii) payment by such
Holder on or prior to 11:00 a.m., ___________________ 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 immediately available funds payable to or
upon the order of the Company, then the Collateral Agent shall,
promptly invest any Cash received from a Holder in connection with a
Cash Settlement in Permitted Investments. Upon receipt of the
proceeds upon the maturity of the Permitted Investments on the
Purchase Contract Settlement Date, the Collateral Agent shall pay the
portion of such proceeds and deliver any certified or cashiers' checks
received, in an aggregate amount equal to the Purchase Price, to the
Company on the Purchase Contract Settlement Date, and shall distribute
any funds in respect of the interest earned from the Permitted

Investments to the Purchase Contract Agent for payment to the relevant
Holders.

(b) If a Holder of Type A Securities fails to notify the
Purchase Contract Agent of its intention to make a Cash Settlement in
accordance with Section 5.4(a)(i) of the Purchase Contract Agreement,
such failure shall constitute an event of default under the Purchase
Contract Agreement and hereunder, and the Holder shall be deemed to
have consented to the disposition of the pledged Debt Securities
pursuant to the remarketing as described in Section 5.4(b) of the
Purchase Contract Agreement, which is incorporated herein by
reference. If a Holder of Type A Securities does notify the Agent as
provided in Section 5.4(a)(i) of the Purchase Contract Agreement of
its intention to make a Cash Settlement, but fails to make such
payment as required by Section 5.4(a)(ii) of the Purchase Contract
Agreement, the Debt Securities of such a Holder will not be remarketed
but instead the Collateral Agent, for the benefit of the Company, will
exercise its rights as a secured party with respect to such Debt
Securities at the direction of the Company to retain or dispose of the
Collateral in accordance with applicable law. In addition, in the
event of a Failed Remarketing as described in Section 5.4(b) of the
Purchase Contract Agreement, such Failed Remarketing shall constitute
an event of default hereunder by such Holder and the Collateral Agent,
for the benefit of the Company, will also exercise its rights as a
secured party with respect to such Debt Securities at the direction of
the Company to retain or dispose of the Collateral in accordance with
applicable law.

(c) If a Holder of a Type B Securities fails to notify the
Purchase Contract Agent of such Holder's intention to make a Cash
Settlement in accordance with Section 5.4(d)(i) of the Purchase
Contract Agreement, or if a Holder of a Type B Securities does notify
the Agent as provided in paragraph 5.4(d)(i) of the Purchase Contract
Agreement of its intention to make a Cash Settlement, but fails to
make such payment as required by paragraph 5.4(d)(ii) of the Purchase
Contract Agreement, such failure shall constitute an event of default
hereunder by such Holder and upon the maturity of any Pledged Treasury
Securities or the Treasury Portfolio, if any, held by the Collateral
Agent on the Business Day immediately preceding the Purchase Contract
Settlement Date, the principal amount of the Pledged Treasury
Securities or the Treasury Portfolio received by the Collateral Agent
shall, upon written direction of the Company, be invested promptly in
Permitted Investments. On the Purchase Contract Settlement Date, an
amount equal to the Purchase Price will be remitted to the Company as
payment thereof. In the event the sum of the proceeds from the
related Pledged Treasury Securities or the Treasury Portfolio, as the
case may be, and the investment earnings earned from such investments
is in excess of the aggregate Purchase Price of the Purchase Contracts
being settled thereby, the Collateral Agent will distribute such
excess to the Purchase Contract Agent for the benefit of the Holder of
the related Type B Securities or Type A Securities when received.

Section 4.5. Early Settlement. Upon written notice to the
Collateral Agent by the Purchase Contract Agent that one or more
Holders of Securities have elected to effect Early Settlement of their
respective obligations under the Purchase Contracts forming a part of
such Securities in accordance with the terms of the Purchase Contracts
and the Purchase Contract Agreement (setting forth the number of such
Purchase Contracts as to which such Holders have elected to effect
Early Settlement), and that the Purchase Contract Agent has received
from such Holders, and paid to the Company as confirmed in writing by
the Company, the related Early Settlement Amounts pursuant to the
terms of the Purchase Contracts and the Purchase Contract Agreement
and that all conditions to such Early Settlement have been satisfied,
then the Collateral Agent shall release from the Pledge, (a) Pledged
Debt Securities or the appropriate Applicable Ownership Interest of
the Treasury Portfolio in the case of a Holder of Type A Securities or
(b) Pledged Treasury Securities in the case of a Holder of Type B
Securities in each case with a principal amount equal to the product
of (i) the Stated Amount times (ii) the number of such Purchase
Contracts as to which such Holders have elected to effect Early
Settlement and shall Transfer all such Pledged Debt Securities or the
appropriate Applicable Ownership Interest of the Treasury Portfolio or
Pledged Treasury Securities, as the case may be, free and clear of the
Pledge created hereby, to the Purchase Contract Agent for the benefit
of the Holders.

Section 4.6. Application of Proceeds Settlement. (a) In
the event a Holder of Type A Securities (if a Tax Event Redemption has
not occurred) has not elected to make an effective Cash Settlement by
notifying the Purchase Contract Agent in the manner provided for in
paragraph 5.4(a)(i) in the Purchase Contract Agreement or has not made
an Early Settlement of the Purchase Contract(s) underlying its Type A
Securities, such Holder shall be deemed to have elected to pay for the
Common Shares to be issued under such Purchase Contract(s) from the
Proceeds of the related Pledged Debt Securities. The Collateral Agent
shall, by 10:00 a.m. ______________ time, on the fourth Business Day
immediately preceding the Purchase Contract Settlement Date, without
any instruction from such Holder of Type A Securities, present the
related Pledged Debt Securities to the Remarketing Agent for
remarketing. Upon receiving such Pledged Debt Securities, the
Remarketing Agent, pursuant to the terms of the Remarketing Agreement
and the Remarketing Underwriting Agreement, will use its reasonable
efforts to remarket such Pledged Debt Securities on such date at a
price not less than approximately _____% of the aggregate Value of
such Pledged Debt Securities, plus accrued and unpaid distributions
(including deferred distributions), if any, thereon. After deducting
as the Remarketing Fee an amount not exceeding ___ basis points of the
aggregate Value of the Pledged Debt Securities from any amount of such
Proceeds in excess of the aggregate Value, plus such accrued and
unpaid distributions (including deferred distributions) of the
remarketed Pledged Debt Securities, the Remarketing Agent will remit
the entire amount of the Proceeds of such remarketing to the
Collateral Agent. On the Purchase Contract Settlement Date, the

Collateral Agent shall apply that portion of the Proceeds from such
remarketing equal to the aggregate Value, plus such accrued and unpaid
distributions (including deferred distributions) of such Pledged Debt
Securities, to satisfy in full the obligations of such Holders of Type
A Securities to pay the Purchase Price to purchase the Common Shares
under the related Purchase Contracts. The remaining portion of such
Proceeds, if any, shall be distributed by the Collateral Agent to the
Purchase Contract Agent for payment to the Holders. If the
Remarketing Agent advises the Collateral Agent in writing that it
cannot remarket the related Pledged Debt Securities of such Holders of
Type A Securities at a price not less than 100% of the aggregate Value
of such Pledged Debt Securities plus any accrued and unpaid
distributions (including deferred distributions), thus resulting in a
Failed Remarketing and an event of default under the Purchase Contract
Agreement and hereunder, the Collateral Agent, for the benefit of the
Company will, at the written direction of the Company, retain or
dispose of the Pledged Debt Securities in accordance with applicable
law and satisfy in full, from any such disposition or retention, such
Holder's obligation to pay the Purchase Price for the Common Shares.

(b) In the event a Holder of Type B Securities or Type A
Securities (if a Tax Event Redemption has occurred) has not made an
Early Settlement of the Purchase Contract(s) underlying its Type B
Securities or Type A Securities, such Holder shall be deemed to have
elected to pay for the Common Shares to be issued under such Purchase
Contract(s) from the Proceeds of the related Pledged Treasury
Securities or the Treasury Portfolio, as the case may be. On the
Business Day immediately prior to the Purchase Contract Settlement
Date, the Collateral Agent shall, at the written direction of the
Purchase Contract Agent, invest the Cash proceeds of the maturing
Pledged Treasury Securities or the Treasury Portfolio, as the case may
be, in overnight Permitted Investments. Without receiving any
instruction from any such Holder of Type B Securities or Type A
Securities, the Collateral Agent shall apply the Proceeds of the
related Pledged Treasury Securities or Treasury Portfolio to the
settlement of such Purchase Contracts on the Purchase Contract
Settlement Date.

In the event the sum of the Proceeds from the related
Pledged Treasury Securities or Treasury Portfolio and the investment
earnings from the investment in overnight Permitted Investments is in
excess of the aggregate Purchase Price of the Purchase Contracts being
settled thereby, the Collateral Agent shall distribute such excess,
when received, to the Purchase Contract Agent for the benefit of the
Holders.

(c) Pursuant to the Remarketing Agreement and subject to the
terms of the Remarketing Underwriting Agreement, on or prior to the
fifth Business Day immediately preceding the Purchase Contract
Settlement Date, but no earlier than the Payment Date immediately
preceding the Purchase Contract Settlement Date, holders of Separate
Debt Securities may elect to have their Separate Debt Securities

remarketed by delivering their Separate Debt Securities, together with
a notice of such election, substantially in the form of Exhibit C
hereto, to the Custodial Agent. The Custodial Agent will hold such
Separate Debt Securities in an account separate from the Collateral
Account. A holder of Separate Debt Securities electing to have its
Separate Debt Securities remarketed will also have the right to
withdraw such election by written notice to the Custodial Agent,
substantially in the form of Exhibit D hereto, on or prior to the
fifth Business Day immediately preceding the Purchase Contract
Settlement Date, upon which notice the Custodial Agent will return
such Separate Debt Securities to such holder. On the fourth Business
Day immediately preceding the Purchase Contract Settlement Date, the
Custodial Agent will deliver to the Remarketing Agent for remarketing
all separate Debt Securities delivered to the Custodial Agent pursuant
to this Section 4.6(c) and not withdrawn pursuant to the terms hereof
prior to such date. The portion of the proceeds from such remarketing
equal to the aggregate Value of such Separate Debt Securities will
automatically be remitted by the Remarketing Agent to the Custodial
Agent for the benefit of the holders of such Separate Debt Securities.
In addition, after deducting as the Remarketing Fee an amount not
exceeding ___ basis points of the Value of the remarketed Separate
Debt Securities, from any amount of such proceeds in excess of the
aggregate Value of the remarketed Separate Debt Securities plus any
accrued and unpaid distributions (including deferred distributions, if
any), the Remarketing Agent will remit to the Custodial Agent the
remaining portion of the proceeds, if any, for the benefit of such
holders. If, despite using its reasonable efforts, the Remarketing
Agent advises the Custodial Agent in writing that it cannot remarket
the related Separate Debt Securities of such holders at a price not
less than 100% of the aggregate Value of such Separate Debt Securities
plus accrued and unpaid distributions (including deferred
distributions) and thus resulting in a Failed Remarketing, the
Remarketing Agent will promptly return such Separate Debt Securities
to the Custodial Agent for redelivery to such holders.

Section 5. Voting Rights -- Debt Securities. The Purchase
Contract Agent may exercise, or refrain from exercising, any and all
voting and other consensual rights pertaining to the Pledged Debt
Securities or any part thereof for any purpose not inconsistent with
the terms of this Agreement and in accordance with the terms of the
Purchase Contract Agreement; provided, that the Purchase Contract
Agent shall not exercise or, as the case may be, shall not refrain
from exercising such right if, in the judgment of the Company, such
action would impair or otherwise have a material adverse effect on the
value of all or any of the Pledged Debt Securities; and provided,
further, that the Purchase Contract Agent shall give the Company and
the Collateral Agent at least five days' prior written notice of the
manner in which it intends to exercise, or its reasons for refraining
from exercising, any such right. Upon receipt of any notices and
other communications in respect of any Pledged Debt Securities,
including notice of any meeting at which holders of Debt Securities
are entitled to vote or solicitation of consents, waivers or proxies

of holders of Debt Securities, the Collateral Agent shall use
reasonable efforts to send promptly to the Purchase Contract Agent
such notice or communication, and as soon as reasonably practicable
after receipt of a written request therefor from the Purchase Contract
Agent, execute and deliver to the Purchase Contract Agent such proxies
and other instruments in respect of such Pledged Debt Securities (in
form and substance satisfactory to the Collateral Agent) as are
prepared by the Purchase Contract Agent with respect to the Pledged
Debt Securities.

Section 6. Rights and Remedies; Distribution of the
Debentures; Tax Event Redemption

Section 6.1. Rights and Remedies of the Collateral Agent.
(a) In addition to the rights and remedies specified in Section 4.4
hereof or otherwise available at law or in equity, after an event of
default hereunder, the Collateral Agent shall have all of the rights
and remedies with respect to the Collateral of a secured party under
the Uniform Commercial Code as in effect in the State of
________________ (the "Code") (whether or not the Code is in effect in
the jurisdiction where the rights and remedies are asserted) and the
TRADES Regulations and such additional rights and remedies to which a
secured party is entitled under the laws in effect in any jurisdiction
where any rights and remedies hereunder may be asserted. Without
limiting the generality of the foregoing, such remedies may include,
to the extent permitted by applicable law, (i) retention of the
Pledged Debt Securities or other Collateral in full satisfaction of
the Holders' obligations under the Purchase Contracts or (ii) sale of
the Pledged Debt Securities or other Collateral in one or more public
or private sales.

(b) Without limiting any rights or powers otherwise granted
by this Agreement to the Collateral Agent, in the event the Collateral
Agent is unable to make payments to the Company on account of the
appropriate Applicable Ownership Interest (as specified in clause (A)
of the definition of such term) of the Treasury Portfolio or on
account of principal payments of any Pledged Treasury Securities as
provided in Section 3 hereof in satisfaction of the obligations of the
Holder of the Securities of which such Pledged Treasury Securities, or
the appropriate Applicable Ownership Interest (as specified in clause
(A) of the definition of such term) of the Treasury Portfolio, as
applicable, is a part under the related Purchase Contracts, the
inability to make such payments shall constitute an event of default
hereunder and the Collateral Agent shall have and may exercise, with
reference to such Pledged Treasury Securities, or such appropriate
Applicable Ownership Interest (as specified in clause (A) of the
definition of such term) of the Treasury Portfolio, as applicable, and
such obligations of such Holder, any and all of the rights and
remedies available to a secured party under the Code and the TRADES
Regulations after default by a debtor, and as otherwise granted herein
or under any other law.

(c) Without limiting any rights or powers otherwise granted
by this Agreement to the Collateral Agent, the Collateral Agent is
hereby irrevocably authorized to receive and collect all payments of
(i) the Stated Amount of, or cash distributions on, the Pledged Debt
Securities, (ii) the principal amount of the Pledged Treasury
Securities, or (iii) the appropriate Applicable Ownership Interest (as
specified in clause (A) of the definition of such term) of the
Treasury Portfolio, subject, in each case, to the provisions of
Section 3, and as otherwise granted herein.

(d) The Purchase Contract Agent and each Holder of
Securities, in the event such Holder becomes the Holder of Type B
Securities, agree that, from time to time, upon the written request of
the Collateral Agent, the Purchase Contract Agent or such Holder shall
execute and deliver such further documents and do such other acts and
things as the Collateral Agent may reasonably request in order to
maintain the Pledge, and the perfection and priority thereof, and to
confirm the rights of the Collateral Agent hereunder. The Purchase
Contract Agent shall have no liability to any Holder for executing any
documents or taking any such acts requested by the Collateral Agent
hereunder, except for liability for its own negligent act, its own
negligent failure to act or its own willful misconduct.

Section 6.2. Tax Event Redemption. Upon the occurrence of
a Tax Event Redemption prior to the Purchase Contract Settlement Date,
the Redemption Price payable on the Tax Event Redemption Date with
respect to the Applicable Principal Amount of Debt Securities shall be
delivered to the Collateral Agent by the Trustee on or prior to 12:30
p.m., _____________________ time, by check or wire transfer in
immediately available funds at such place and at such account as may
be designated by the Collateral Agent in exchange for the Pledged Debt
Securities. In the event the Collateral Agent receives such
Redemption Price, the Collateral Agent will, at the written direction
of the Company, apply an amount equal to the Redemption Amount of such
Redemption Price to purchase from the Quotation Agent, the Treasury
Portfolio and promptly remit the remaining portion of such Redemption
Price to the Purchase Contract Agent for payment to the Holders of
Type A Securities. The Collateral Agent shall Transfer the Treasury
Portfolio to the Collateral Account in the manner specified herein for
Pledged Debt Securities to secure the obligation of all Holders of
Type A Securities to purchase Common Shares of the Company under the
Purchase Contracts constituting a part of such Type A Securities, in
substitution for the Pledged Debt Securities. Thereafter the
Collateral Agent shall have such security interests, rights and
obligations with respect to the Treasury Portfolio as it had in
respect of the Pledged Debt Securities, as provided in Sections 2, 3,
4, 5 and 6, and any reference herein to the Pledged Debt Securities
shall be deemed to be a reference to such Treasury Portfolio.

Section 6.3. Substitutions. Whenever a Holder has the
right to substitute Treasury Securities, Debt Securities or the
appropriate Applicable Ownership Interest of the Treasury Portfolio,

as the case may be, for Collateral held by the Collateral Agent, such
substitution shall not constitute a novation of the security interest
created hereby.

Section 7. Representations and Warranties; Covenants.

Section 7.1. Representations and Warranties. The Holders
from time to time, acting through the Purchase Contract Agent as their
attorney-in-fact (it being understood that the Purchase Contract Agent
shall not be liable for any representation or warranty made by or on
behalf of a Holder), hereby represent and warrant to the Collateral
Agent, which representations and warranties shall be deemed repeated
on each day a Holder Transfers Collateral that:

(a) such Holder has the power to grant a security
interest in and lien on the Collateral;

(b) such Holder is the sole beneficial owner of
the Collateral and, in the case of Collateral
delivered in physical form, is the sole
holder of such Collateral and is the sole
beneficial owner of, or has the right to
Transfer, the Collateral it Transfers to the
Collateral Agent, free and clear of any
security interest, lien, encumbrance, call,
liability to pay money or other restriction
other than the security interest and lien
granted under Section 2 hereof;

(c) upon the Transfer of the Collateral to the
Collateral Account, the Collateral Agent, for
the benefit of the Company, will have a valid
and perfected first priority security
interest therein (assuming that any central
clearing operation or any Intermediary or
other entity not within the control of the
Holder involved in the Transfer of the
Collateral, including the Collateral Agent,
gives the notices and takes the action
required of it hereunder and under applicable
law for perfection of that interest and
assuming the establishment and exercise of
control pursuant to Section 2.2 hereof); and

(d) the execution and performance by the Holder
of its obligations under this Agreement will
not result in the creation of any security
interest, lien or other encumbrance on the
Collateral other than the security interest
and lien granted under Section 2 hereof or
violate any provision of any existing law or
regulation applicable to it or of any

mortgage, charge, pledge, indenture, contract
or undertaking to which it is a party or
which is binding on it or any of its assets.

Section 7.2. Covenants. The Holders from time to time,
acting through the Purchase Contract Agent as their attorney-in-fact
(it being understood that the Purchase Contract Agent shall not be
liable for any covenant made by or on behalf of a Holder), hereby
covenant to the Collateral Agent that for so long as the Collateral
remains subject to the Pledge:

(a) neither the Purchase Contract Agent nor such
Holders will create or purport to create or
allow to subsist any mortgage, charge, lien,
pledge or any other security interest
whatsoever over the Collateral or any part of
it other than pursuant to this Agreement; and

(b) neither the Purchase Contract Agent nor such
Holders will sell or otherwise dispose (or
attempt to dispose) of the Collateral or any
part of it except for the beneficial interest
therein, subject to the pledge hereunder,
transferred in connection with the Transfer
of the Securities.

Section 8. The Collateral Agent. It is hereby agreed as
follows:

Section 8.1. Appointment, Powers and Immunities. The
Collateral Agent shall act as Agent for the Company hereunder with
such powers as are specifically vested in the Collateral Agent by the
terms of this Agreement, together with such other powers as are
reasonably incidental thereto. Each of the Collateral Agent, the
Custodial Agent and the Securities Intermediary: (a) shall have no
duties or responsibilities except those expressly set forth in this
Agreement and no implied covenants or obligations shall be inferred
from this Agreement against any of them, nor shall any of them be
bound by the provisions of any agreement by any party hereto beyond
the specific terms hereof; (b) shall not be responsible for any
recitals contained in this Agreement, or in any certificate or other
document referred to or provided for in, or received by it under, this
Agreement, the Securities or the Purchase Contract Agreement, or for
the value, validity, effectiveness, genuineness, enforceability or
sufficiency of this Agreement (other than as against the Collateral
Agent), the Securities or the Purchase Contract Agreement or any other
document referred to or provided for herein or therein or for any
failure by the Company or any other Person (except the Collateral
Agent, the Custodial Agent or the Securities Intermediary, as the case
may be) to perform any of its obligations hereunder or thereunder or
for the perfection, priority or, except as expressly required hereby,
maintenance of any security interest created hereunder; (c) shall not

be required to initiate or conduct any litigation or collection
proceedings hereunder (except in the case of the Collateral Agent,
pursuant to directions furnished under Section 8.2 hereof, subject to
Section 8.6 hereof); (d) shall not be responsible for any action taken
or omitted to be taken by it hereunder or under any other document or
instrument referred to or provided for herein or in connection
herewith or therewith, except for its own negligence or willful
misconduct; and (e) shall not be required to advise any party as to
selling or retaining, or taking or refraining from taking any action
with respect to, the Securities or other property deposited hereunder.
Subject to the foregoing, during the term of this Agreement, the
Collateral Agent shall take all reasonable action in connection with
the safekeeping and preservation of the Collateral hereunder.

No provision of this Agreement shall require the Collateral
Agent, the Custodial Agent or the Securities Intermediary to expend or
risk its own funds or otherwise incur any financial liability in the
performance of any of its duties hereunder. In no event shall the
Collateral Agent, the Custodial Agent or the Securities Intermediary
be liable for any amount in excess of the Value of the Collateral.
Notwithstanding the foregoing, the Collateral Agent, the Custodial
Agent and Securities Intermediary, each in its individual capacity,
hereby waive any right of setoff, bankers lien, liens or perfection
rights as securities intermediary or any counterclaim with respect to
any of the Collateral.

Section 8.2. Instructions of the Company. The Company
shall have the right, by one or more instruments in writing executed
and delivered to the Collateral Agent, the Custodial Agent or the
Securities Intermediary, as the case may be, to direct the time,
method and place of conducting any proceeding for the realization of
any right or remedy available to the Collateral Agent, or of
exercising any power conferred on the Collateral Agent, the Custodial
Agent or the Securities Intermediary, as the case may be, or to direct
the taking or refraining from taking of any action authorized by this
Agreement; provided, however, that (i) such direction shall not
conflict with the provisions of any law or of this Agreement and (ii)
the Collateral Agent, the Custodial Agent and the Securities
Intermediary shall be adequately indemnified as provided herein.
Nothing in this Section 8.2 shall impair the right of the Collateral
Agent in its discretion to take any action or omit to take any action
which it deems proper and which is not inconsistent with such
direction.

Section 8.3. Reliance by Collateral Agent. Each of the
Securities Intermediary, the Custodial Agent and the Collateral Agent
shall be entitled conclusively to rely upon any certification, order,
judgment, opinion, notice or other communication (including, without
limitation, any thereof by telephone, telecopy, telex or facsimile)
believed by it to be genuine and correct and to have been signed or
sent by or on behalf of the proper Person or Persons (without being
required to determine the correctness of any fact stated therein), and

upon advice and statements of legal counsel and other experts selected
by the Collateral Agent, the Custodial Agent or the Securities
Intermediary, as the case may be. As to any matters not expressly
provided for by this Agreement, the Collateral Agent, the Custodial
Agent and the Securities Intermediary shall in all cases be fully
protected in acting, or in refraining from acting, hereunder in
accordance with instructions given by the Company in accordance with
this Agreement.

Section 8.4. Rights in Other Capacities. The Collateral
Agent, the Custodial Agent and the Securities Intermediary and their
affiliates may (without having to account therefor to the Company)
accept deposits from, lend money to, make their investments in and
generally engage in any kind of banking, trust or other business with
the Purchase Contract Agent and any Holder of Securities (and any of
their respective subsidiaries or affiliates) as if it were not acting
as the Collateral Agent, the Custodial Agent or the Securities
Intermediary, as the case may be, and the Collateral Agent, the
Custodial Agent and the Securities Intermediary and their affiliates
may accept fees and other consideration from the Purchase Contract
Agent and any Holder of Securities without having to account for the
same to the Company; provided that each of the Securities
Intermediary, the Custodial Agent and the Collateral Agent covenants
and agrees with the Company that it shall not accept, receive or
permit there to be created in favor of itself and shall take no
affirmative action to permit there to be created in favor of any other
Person, any security interest, lien or other encumbrance of any kind
in or upon the Collateral.

Section 8.5. Non-Reliance on Collateral Agent. None of the
Securities Intermediary, the Custodial Agent or the Collateral Agent
shall be required to keep itself informed as to the performance or
observance by the Purchase Contract Agent or any Holder of Securities
of this Agreement, the Purchase Contract Agreement, the Securities or
any other document referred to or provided for herein or therein or to
inspect the properties or books of the Purchase Contract Agent or any
Holder of Securities. The Collateral Agent, the Custodial Agent and
the Securities Intermediary shall not have any duty or responsibility
to provide the Company with any credit or other information concerning
the affairs, financial condition or business of the Purchase Contract
Agent or any Holder of Securities (or any of their respective
affiliates) that may come into the possession of the Collateral Agent,
the Custodial Agent or the Securities Intermediary or any of their
respective affiliates.

Section 8.6. Compensation and Indemnity. The Company
agrees: (i) to pay each of the Collateral Agent and the Custodial
Agent from time to time such compensation as shall be agreed in
writing between the Company and the Collateral Agent or the Custodial
Agent, as the case may be, for all services rendered by each of them
hereunder and (ii) to indemnify the Collateral Agent, the Custodial
Agent and the Securities Intermediary for, and to hold each of them

harmless from and against, any loss, liability or reasonable
out-of-pocket expense incurred without negligence, willful misconduct
or bad faith on its part, arising out of or in connection with the
acceptance or administration of its powers and duties under this
Agreement, including the reasonable out-of-pocket costs and expenses
(including reasonable fees and expenses of counsel) of defending
itself against any claim or liability in connection with the exercise
or performance of such powers and duties.

Section 8.7. Failure to Act. In the event of any ambiguity
in the provisions of this Agreement or any dispute between or
conflicting claims by or among the parties hereto or any other Person
with respect to any funds or property deposited hereunder, the
Collateral Agent and the Custodial Agent shall be entitled, after
prompt notice to the Company and the Purchase Contract Agent, at its
sole option, to refuse to comply with any and all claims, demands or
instructions with respect to such property or funds so long as such
dispute or conflict shall continue, and neither the Collateral Agent
nor the Custodial Agent shall be or become liable in any way to any of
the parties hereto for its failure or refusal to comply with such
conflicting claims, demands or instructions. The Collateral Agent and
the Custodial Agent shall be entitled to refuse to act until either
(i) such conflicting or adverse claims or demands shall have been
finally determined by a court of competent jurisdiction or settled by
agreement between the conflicting parties as evidenced in a writing,
satisfactory to the Collateral Agent or the Custodial Agent, as the
case may be, or (ii) the Collateral Agent or the Custodial Agent, as
the case may be, shall have received security or an indemnity
satisfactory to the Collateral Agent or the Custodial Agent, as the
case may be, sufficient to save the Collateral Agent or the Custodial
Agent, as the case may be, harmless from and against any and all loss,
liability or reasonable out-of-pocket expense which the Collateral
Agent or the Custodial Agent, as the case may be, may incur by reason
of its acting. The Collateral Agent or the Custodial Agent may in
addition elect to commence an interpleader action or seek other
judicial relief or orders as the Collateral Agent or the Custodial
Agent, as the case may be, may deem necessary. Notwithstanding
anything contained herein to the contrary, neither the Collateral
Agent nor the Custodial Agent shall be required to take any action
that is in its opinion contrary to law or to the terms of this
Agreement, or which would in its opinion subject it or any of its
officers, employees or directors to liability.

Section 8.8. Resignation of Collateral Agent. Subject to
the appointment and acceptance of a successor Collateral Agent or
Custodial Agent as provided below, (a) the Collateral Agent and the
Custodial Agent may resign at any time by giving notice thereof to the
Company and the Purchase Contract Agent as attorney-in-fact for the
Holders of Securities, (b) the Collateral Agent and the Custodial
Agent may be removed at any time by the Company and (c) if the
Collateral Agent or the Custodial Agent fails to perform any of its
material obligations hereunder in any material respect for a period of

not less than 20 days after receiving written notice of such failure
by the Purchase Contract Agent and such failure shall be continuing,
the Collateral Agent or the Custodial Agent may be removed by the
Purchase Contract Agent. The Purchase Contract Agent shall promptly
notify the Company of any removal of the Collateral Agent pursuant to
clause (c) of the immediately preceding sentence. Upon any such
resignation or removal, the Company shall have the right to appoint a
successor Collateral Agent or Custodial Agent, as the case may be. If
no successor Collateral Agent or Custodial Agent, as the case may be,
shall have been so appointed and shall have accepted such appointment
within 30 days after the retiring Collateral Agent's or Custodial
Agent's giving of notice of resignation or such removal, then the
retiring Collateral Agent or Custodial Agent, as the case may be, may
petition any court of competent jurisdiction for the appointment of a
successor Collateral Agent or Custodial Agent, as the case may be.
Each of the Collateral Agent and the Custodial Agent shall be a bank
which has an office in ___________________________________ with a
combined capital and surplus of at least $_____________. Upon the
acceptance of any appointment as Collateral Agent or Custodial Agent,
as the case may be, hereunder by a successor Collateral Agent or
Custodial Agent, as the case may be, such successor shall thereupon
succeed to and become vested with all the rights, powers, privileges
and duties of the retiring Collateral Agent or Custodial Agent, as the
case may be, and the retiring Collateral Agent or Custodial Agent, as
the case may be, shall take all appropriate action to transfer any
money and property held by it hereunder (including the Collateral) to
such successor. The retiring Collateral Agent or Custodial Agent
shall, upon such succession, be discharged from its duties and
obligations as Collateral Agent or Custodial Agent hereunder. After
any retiring Collateral Agent's or Custodial Agent's resignation
hereunder as Collateral Agent or Custodial Agent, the provisions of
this Section 8 shall continue in effect for its benefit in respect of
any actions taken or omitted to be taken by it while it was acting as
the Collateral Agent or Custodial Agent. Any resignation or removal
of the Collateral Agent hereunder shall be deemed for all purposes of
this Agreement as the simultaneous resignation or removal of the
Custodial Agent and the Securities Intermediary.

Section 8.9. Right to Appoint Agent or Advisor. The
Collateral Agent shall have the right to appoint agents or advisors in
connection with any of its duties hereunder, and the Collateral Agent
shall not be liable for any action taken or omitted by, or in reliance
upon the advice of, such agents or advisors selected in good faith.
The appointment of agents pursuant to this Section 8.9 shall be
subject to prior consent of the Company, which consent shall not be
unreasonably withheld.

Section 8.10. Survival. The provisions of this Section 8
shall survive termination of this Agreement and the resignation or
removal of the Collateral Agent or the Custodial Agent.

Section 8.11. Exculpation. Anything in this Agreement to
the contrary notwithstanding, in no event shall any of the Collateral
Agent, the Custodial Agent or the Securities Intermediary or their
officers, employees or agents be liable under this Agreement to any
third party for indirect, special, punitive, or consequential loss or
damage of any kind whatsoever, including lost profits, whether or not
the likelihood of such loss or damage was known to the Collateral
Agent, the Custodial Agent or the Securities Intermediary, or any of
them, incurred without any act or deed that is found to be
attributable to gross negligence or willful misconduct on the part of
the Collateral Agent, the Custodial Agent or the Securities
Intermediary.

Section 9. Amendment.

Section 9.1. Amendment Without Consent of Holders. Without
the consent of any Holders or the holders of any Separate Debt
Securities, the Company, the Collateral Agent, the Custodial Agent,
the Securities Intermediary and the Purchase Contract Agent, at any
time and from time to time, may amend this Agreement, in form
satisfactory to the Company, the Collateral Agent, the Custodial
Agent, the Securities Intermediary and the Purchase Contract Agent,
for any of the following purposes:

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

(2) to add to the covenants of the Company for the
benefit of the Holders, or to surrender any right or power
herein conferred upon the Company so long as such covenants
or such surrender do not adversely affect the validity,
perfection or priority of the security interests granted or
created hereunder; or

(3) to evidence and provide for the acceptance of
appointment hereunder by a successor Collateral Agent,
Securities Intermediary or Purchase Contract Agent; or

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

Section 9.2. Amendment with Consent of Holders. With the
consent of the Holders of not less than a majority of the Purchase
Contracts at the time outstanding, by Act of said Holders delivered to
the Company, the Purchase Contract Agent or the Collateral Agent, as
the case may be, the Company, when duly authorized, the Purchase
Contract Agent, the Collateral Agent, the Custodial Agent and the

Securities Intermediary may amend this Agreement for the purpose of
modifying in any manner the provisions of this Agreement or the rights
of the Holders in respect of the Securities; provided, however, that
no such supplemental agreement shall, without the consent of the
Holder of each Outstanding Security adversely affected thereby,

(1) change the amount or type of Collateral underlying
a Security (except for the rights of holders of Type A
Securities to substitute the Treasury Securities for the
Pledged Debt Securities or the appropriate Applicable
Ownership Interest of the Treasury Portfolio, as the case
may be, or the rights of Holders of Type B Securities to
substitute Debt Securities or the appropriate Applicable
Ownership Interest of the Treasury Portfolio, as applicable,
for the Pledged Treasury Securities), impair the right of
the Holder of any Security to receive distributions on the
underlying Collateral or otherwise adversely affect the
Holder's rights in or to such Collateral; or

(2) otherwise effect any action that would require the
consent of the Holder of each Outstanding Security affected
thereby pursuant to the Purchase Contract Agreement if such
action were effected by an agreement supplemental thereto;
or

(3) reduce the percentage of Purchase Contracts the
consent of whose Holders is required for any such amendment.

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

Section 9.3. Execution of Amendments. In executing any
amendment permitted by this Section, the Collateral Agent, the
Custodial Agent, the Securities Intermediary and the Purchase Contract
Agent shall be entitled to receive and (subject to Section 6.1 hereof,
with respect to the Collateral Agent, and Section 7.1 of the Purchase
Contract Agreement, with respect to the Purchase Contract Agent) shall
be fully protected in relying upon, an Opinion of Counsel stating that
the execution of such amendment is authorized or permitted by this
Agreement and that all conditions precedent, if any, to the execution
and delivery of such amendment have been satisfied.

Section 9.4. Effect of Amendments. Upon the execution of
any amendment under this Section 9, this Agreement shall be modified
in accordance therewith, and such amendment shall form a part of this
Agreement for all purposes; and every Holder of Certificates
theretofore or thereafter authenticated, executed on behalf of the
Holders and delivered under the Purchase Contract Agreement shall be
bound thereby.

Section 9.5. Reference to Amendments. Security
Certificates authenticated, executed on behalf of the Holders and
delivered after the execution of any amendment pursuant to this
Section may, and shall if required by the Collateral Agent or the
Purchase Contract Agent, bear a notation in form approved by the
Purchase Contract Agent and the Collateral Agent as to any matter
provided for in such amendment. If the Company shall so determine,
new Security Certificates so modified as to conform, in the opinion of
the Collateral Agent, the Purchase Contract Agent and the Company, to
any such amendment may be prepared and executed by the Company and
authenticated, executed on behalf of the Holders and delivered by the
Purchase Contract Agent in accordance with the Purchase Contract
Agreement in exchange for Outstanding Security Certificates.

Section 10. Miscellaneous.

Section 10.1. No Waiver. No failure on the part of the
Collateral Agent or any of its agents to exercise, and no course of
dealing with respect to, and no delay in exercising, any right, power
or remedy hereunder shall operate as a waiver thereof; nor shall any
single or partial exercise by the Collateral Agent or any of its
agents of any right, power or remedy hereunder preclude any other or
further exercise thereof or the exercise of any other right, power or
remedy. The remedies herein are cumulative and are not exclusive of
any remedies provided by law.

Section 10.2. Governing Law. THIS AGREEMENT SHALL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF
___________________. Without limiting the foregoing, the above choice
of law is expressly agreed to by the Company, the Securities
Intermediary, the Custodial Agent, the Collateral Agent and the
Holders from time to time acting through the Purchase Contract Agent,
as their attorney-in-fact, in connection with the establishment and
maintenance of the Collateral Account. The Company, the Collateral
Agent and the Holders from time to time of the Securities, acting
through the Purchase Contract Agent as their attorney-in-fact, hereby
submit to the nonexclusive jurisdiction of the United States District
Court for the ________________________ and of any ____________________
state court sitting in _________________________ for the purposes of
all legal proceedings arising out of or relating to this Agreement or
the transactions contemplated hereby. The Company, the Collateral
Agent and the Holders from time to time of the Securities, acting
through the Purchase Contract Agent as their attorney-in-fact,
irrevocably waive, to the fullest extent permitted by applicable law,
any objection which they may now or hereafter have to the laying of
the venue of any such proceeding brought in such a court and any claim
that any such proceeding brought in such a court has been brought in
an inconvenient forum.

Section 10.3. Notices. All notices, requests, consents and
other communications provided for herein (including, without
limitation, any modifications of, or waivers or consents under, this

Agreement) shall be given or made in writing (including, without
limitation, by telecopy) delivered to the intended recipient at the
"Address for Notices" specified below its name on the signature pages
hereof or, as to any party, at such other address as shall be
designated by such party in a notice to the other parties. Except as
otherwise provided in this Agreement, all such communications shall be
deemed to have been duly given when transmitted by telecopier or
personally delivered or, in the case of a mailed notice, upon receipt,
in each case given or addressed as aforesaid.

Section 10.4. Successors and Assigns. This Agreement shall
be binding upon and inure to the benefit of the respective successors
and assigns of the Company, the Collateral Agent, the Custodial Agent,
the Securities Intermediary and the Purchase Contract Agent, and the
Holders from time to time of the Securities, by their acceptance of
the same, shall be deemed to have agreed to be bound by the provisions
hereof and to have ratified the agreements of, and the grant of the
Pledge hereunder by, the Purchase Contract Agent.

Section 10.5. Counterparts. This Agreement may be executed
in any number of counterparts, all of which taken together shall
constitute one and the same instrument, and any of the parties hereto
may execute this Agreement by signing any such counterpart.

Section 10.6. Severability. If any provision hereof is
invalid and unenforceable in any jurisdiction, then, to the fullest
extent permitted by law, (i) the other provisions hereof shall remain
in full force and effect in such jurisdiction and shall be liberally
construed in order to carry out the intentions of the parties hereto
as nearly as may be possible and (ii) the invalidity or
unenforceability of any provision hereof in any jurisdiction shall not
affect the validity or enforceability of such provision in any other
jurisdiction.

Section 10.7. Expenses, etc. The Company agrees to
reimburse the Collateral Agent and the Custodial Agent for: (a) all
reasonable out-of-pocket costs and expenses of the Collateral Agent
and the Custodial Agent (including, without limitation, the reasonable
fees and expenses of the necessary services of a Securities
Intermediary and of counsel to the Collateral Agent and the Custodial
Agent), in connection with (i) the negotiation, preparation, execution
and delivery or performance of this Agreement and (ii) any
modification, supplement or waiver of any of the terms of this
Agreement; (b) all reasonable costs and expenses of the Collateral
Agent (including, without limitation, reasonable fees and expenses of
counsel) in connection with (i) any enforcement or proceedings
resulting or incurred in connection with causing any Holder of
Securities to satisfy its obligations under the Purchase Contracts
forming a part of the Securities and (ii) the enforcement of this
Section 10.7; and (c) all transfer, stamp, documentary or other
similar taxes, assessments or charges levied by any governmental or
revenue authority in respect of this Agreement or any other document

referred to herein and all costs, expenses, taxes, assessments and
other charges incurred in connection with any filing, registration,
recording or perfection of any security interest contemplated hereby.

Section 10.8. Security Interest Absolute. All rights of
the Collateral Agent and security interests hereunder, and all
obligations of the Holders from time to time hereunder, shall be
absolute and unconditional irrespective of:

(a) any lack of validity or enforceability of any
provision of the Purchase Contracts or the Securities or any
other agreement or instrument relating thereto;

(b) any change in the time, manner or place of payment
of, or ___________ any other term of, or any increase in the
amount of, all or any of the obligations of Holders of
Securities under the related Purchase Contracts, or any
other amendment or waiver of any term of, or any consent to
any departure from any requirement of, the Purchase Contract
Agreement or any Purchase Contract or any other agreement or
instrument relating thereto; or

(c) any other circumstance which might otherwise
constitute a defense available to, or discharge of, a
borrower, a guarantor or a pledgor.

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

ARVIN INDUSTRIES, INC.

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

Address for Notices:

Arvin Industries, Inc.
One Noblitt Plaza, Box 3000
Columbus, Indiana 47202
Attention: Treasurer
Telecopy:

---------------------------
as Purchase Contract Agent and as
attorney-in-fact of the Holders from
time to time of the Securities

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

Address for Notices:

,
--------------------
as Collateral Agent, Custodial
Agent and as Securities Intermediary

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

Address for Notices:

EXHIBIT A

INSTRUCTION FROM PURCHASE CONTRACT AGENT TO COLLATERAL AGENT

Re: Securities of Arvin Industries, Inc. (the "Company")

We hereby notify you in accordance with Section [4.1] [4.2]
of the Pledge Agreement, dated as of _________, ____, (the "Pledge
Agreement") among the Company, yourselves, as Collateral Agent,
Custodial Agent and Securities Intermediary and ourselves, as Purchase
Contract Agent and as attorney-in-fact for the holders of [Type A
Securities] [Type B Securities] from time to time, that the holder of
Securities listed below (the "Holder") has elected to substitute
[$____ principal amount of Treasury Securities] [$________ principal
amount of Debt Securities or Stated Amount of the appropriate
Applicable Ownership Interest of the Treasury Portfolio] in exchange
for an equal Value of [Pledged Debt Securities or the appropriate
Applicable Ownership Interest of the Treasury Portfolio] [Pledged
Treasury Securities] held by you in accordance with the Pledge
Agreement and has delivered to us a notice stating that the Holder has
Transferred [Treasury Securities] [Debt Securities or the appropriate
Applicable Ownership Interest of the Treasury Portfolio] to you, as
Collateral Agent. We hereby instruct you, upon receipt of such
[Pledged Treasury Securities] [Pledged Debt Securities or the
appropriate Applicable Ownership Interest of the Treasury Portfolio],
to release the [Debt Securities or the appropriate Applicable
Ownership Interest of the Treasury Portfolio] [Treasury Securities]
related to such [Type A Securities] [Type B Securities] to us in
accordance with the Holder's instructions. Capitalized terms used
herein but not defined shall have the meaning set forth in the Pledge
Agreement.

Date:
------------------------ ------------------------------

By:
------------------------------

Name:
Title:
Signature Guarantee:
---------------

Please print name and address of Registered Holder electing to
substitute [Treasury Securities] [Debt Securities or the appropriate
Applicable Ownership Interest of the Treasury Portfolio] for the
[Pledged Debt Securities or the Treasury Portfolio] [Pledged Treasury
Securities]:

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

Address

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

EXHIBIT B

INSTRUCTION TO PURCHASE CONTRACT AGENT

Re: Securities of Arvin Industries, Inc. (the "Company")

The undersigned Holder hereby notifies you that it has delivered to
_______________________________, as Collateral Agent, [$ principal
amount of Treasury Securities] [$_____________ principal amount of
Debt Securities or Stated Amount of the appropriate Applicable
Ownership Interest of the Treasury Portfolio] in exchange for an equal
Value of [Pledged Debt Securities or the appropriate Applicable
Ownership Interest of the Treasury Portfolio] [Pledged Treasury
Securities] held by the Collateral Agent, in accordance with Section
4.1 of the Pledge Agreement, dated _________, ____ (the "Pledge
Agreement"), between you, the Company and the Collateral Agent. The
undersigned Holder hereby instructs you to instruct the Collateral
Agent to release to you on behalf of the undersigned Holder the
[Pledged Debt Securities or the appropriate Applicable Ownership
Interest of the Treasury Portfolio] [Pledged Treasury Securities]
related to such [Type A Securities] [Type B Securities]. Capitalized
terms used herein but not defined shall have the meaning set forth in
the Pledge Agreement.

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

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

Please print name and address of Registered Holder:

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

Address

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

EXHIBIT C

INSTRUCTION TO CUSTODIAL AGENT REGARDING REMARKETING

Re: Securities of Arvin Industries, Inc. (the "Company")

The undersigned hereby notifies you in accordance with
Section 4.6(c) of the Pledge Agreement, dated as of _______, ____ (the
"Pledge Agreement"), among the Company, yourselves, as Collateral
Agent, Securities Intermediary and Custodial Agent, and ____________,
as Purchase Contract Agent and as attorney-in-fact for the Holders of
Type A Securities and Type B Securities from time to time, that the
undersigned elects to deliver $_______ principal amount of Debt
Securities for delivery to the Remarketing Agent on the fourth
Business Day immediately preceding the Purchase Contract Settlement
Date for remarketing pursuant to Section 4.6(c) of the Pledge
Agreement. The undersigned will, upon request of the Remarketing
Agent, execute and deliver any additional documents deemed by the
Remarketing Agent or by the Company to be necessary or desirable to
complete the sale, assignment and transfer of the Debt Securities
tendered hereby.

The undersigned hereby instructs you, upon receipt of the
Proceeds of such remarketing from the Remarketing Agent to deliver
such Proceeds to the undersigned in accordance with the instructions
indicated herein under "A. Payment Instructions". The undersigned
hereby instructs you, in the event of Failed Remarketing, upon receipt
of the Debt Securities tendered herewith from the Remarketing Agent,
to deliver such Debt Securities to the person(s) and the address(es)
indicated herein under "B. Delivery Instructions."

With this notice, the undersigned hereby (i) represents and
warrants that the undersigned has full power and authority to tender,
sell, assign and transfer the Debt Securities tendered hereby and that
the undersigned is the record owner of any Debt Securities tendered
herewith in physical form or a participant in The Depositary Trust
Company ("DTC") and the beneficial owner of any Debt Securities
tendered herewith by book-entry transfer to your account at DTC and
(ii) agrees to be bound by the terms and conditions of Section 4.6(c)
of the Pledge Agreement. Capitalized terms used herein but not
defined shall have the meaning set forth in the Pledge Agreement.

Date:
-------------------- -------------------------

By:
---------------------------
Name:
Title:
Signature Guarantee:
-----------

Please print name and address:

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

Address

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

-------------------------
34

A. PAYMENT INSTRUCTIONS B. DELIVERY INSTRUCTIONS

Proceeds of the remarketing should be paid In the event of a Failed Remarketing, Debt
by check in the name of the person(s) set Securities which are in physical form should
forth below and mailed to the address set be delivered to the person(s) set forth below
forth below. and mailed to the address set forth below,

Name(s) Name(s)

------------------------------------------- ------------------------------------------
(Please Print) (Please Print)
Address Address

------------------------------------------- ------------------------------------------
------------------------------------------- ------------------------------------------
(Please Print) (Please Print)
------------------------------------------ ------------------------------------------
(Zip Code) (Zip Code)

------------------------------------------ ------------------------------------------
Tax Identification Social Security Number Tax Identification Social Security Number

In the event of a Failed Remarketing, Debt
Securities which are in book-entry form should
be credited to the account at The Depositary
Trust Company set forth below.
-------------------------
DTC Account Number

Name of Account Party:
-------------------------

EXHIBIT D

INSTRUCTION TO CUSTODIAL AGENT REGARDING
WITHDRAWAL FROM REMARKETING

Re: Securities of Arvin Industries, Inc. (the "Company")

The undersigned hereby notifies you in accordance with
Section 4.6(c) of the Pledge Agreement, dated as of ____, ____ (the
"Pledge Agreement") among the Company, yourselves, as Collateral
Agent, Securities Intermediary and Custodial Agent and ____________,
as Purchase Contract Agent and as attorney-in-fact for the Holders of
Type A Securities and Type B Securities from time to time, that the
undersigned elects to withdraw the $___, principal amount of Debt
Securities delivered to the Custodial Agent on ______ for remarketing
pursuant to Section 4.6(c) of the Pledge Agreement. The undersigned
hereby instructs you to return such Debt Securities to the undersigned
in accordance with the undersigned's instructions. With this notice,
the Undersigned hereby agrees to be bound by the terms and conditions
of Section 4.6(c) of the Pledge Agreement. Capitalized terms used
herein but not defined shall have the meaning set forth in the Pledge
Agreement.

Date:
-------------------------- -----------------------------

By:
-------------------------
Name:
Title:
Signature Guarantee:
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Please print name and address:

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Name Social Security or other Taxpayer
Identification Number, if any

Address

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