Common use of Appointment and Obligations of the Remarketing Agent Clause in Contracts

Appointment and Obligations of the Remarketing Agent. (a) The Company and JES (the "Issuers") hereby appoint ___________ as exclusive 2 Remarketing Agent, and ____________ hereby accepts appointment as Remarketing Agent, for the purpose of (i) Remarketing Remarketed Notes on behalf of the holders thereof and (ii) performing such other duties as are assigned to the Remarketing Agent in the Remarketing Procedures, all in accordance with and pursuant to the Remarketing Procedures. (b) The Remarketing Agent agrees (i) to use commercially reasonable efforts to remarket the Remarketed Notes tendered or deemed tendered to the Remarketing Agent in the Remarketing, (ii) to notify the Issuers, the Depository and the Trustee promptly of the Reset Rate and (iii) to carry out such other duties as are assigned to the Remarketing Agent in the Remarketing Procedures, all in accordance with the provisions of the Remarketing Procedures. (c) On the sixth Business Day prior to March - 2002, after identification by the Purchase Contract Agent of the number of Holders of Units electing to effect a Collateral Substitution, the Remarketing Agent shall purchase an option, excercisable for the delivery on March - 2002 of 100.25% of the Treasury Consideration in respect of such Notes. The Company and JES shall reimburse the Remarketing Agent for the purchase of the option. The Remarketing Agent shall notify the Purchase Contract Agent by 3:00 p.m on the sixth Business Day prior to March - 2002, of the [AMOUNT] [CASH] required, pursuant to the option, to purchase the Treasury Consideration necessary for a Holder to effect a Collateral Substitution. (d) On the third Business Day immediately preceding ______, 2002 (the "Remarketing Date"), the Remarketing Agent shall use commercially reasonable efforts to remarket, at a price equal to 100.25% of the Treasury Consideration, the Remarketed Notes tendered or deemed tendered for purchase. (e) If, as a result of the efforts described in Section l(b), the Remarketing Agent determines that it will be able to remarket all Remarketed Notes tendered or deemed tendered for purchase at a price of 100.25% of the Treasury Consideration prior to 4:00 P.M., New York City time, on the Remarketing Date, the Remarketing Agent shall determine (i) the Reset Rate, which shall be the rate per annum (rounded to the nearest one-thousandth (0.001) of one percent per annum) that the Remarketing Agent determines, to be the lowest rate per annum that will enable it to remarket all Remarketed Notes tendered or deemed tendered for Remarketing and (ii) purchase the Treasury Consideration related to the Remarketed Notes and the Notes for which Holders have effected a Collateral Substitution. (f) If none of the holders of Remarketed Notes elects to have Remarketed Notes remarketed in the Remarketing, the Remarketing Agent shall determine the rate (g) If the Remarketing Agent cannot remarket the Notes on the Remarketing Date, the Remarketing Agent will continue to attempt to remarket the Notes until June -, 2002. (h) If, by 4:00 P.M., New York City time, on June -, 2002, the Remarketing Agent is unable to remarket all Remarketed Notes tendered or deemed tendered for purchase, a failed Remarketing ("Failed Remarketing") shall be deemed to have occurred, and the Remarketing Agent shall so advise by telephone the Purchase Contract Agent, the Trustee, the Company and JES. (i) By approximately 4:30 P.M., New York City time, on the Remarketing Date, provided that there has not been a Failed Remarketing, the Remarketing Agent shall advise, by telephone (i) the Trustee, the Company and JES of the Reset Rate determined in the Remarketing and the number of Remarketed Notes sold in the Remarketing, (ii) each purchaser (or the Depositary participant thereof) of the Reset Rate and the number of Remarketed Notes such purchaser is to purchase and (iii) each purchaser to give instructions to its Depositary participant to pay the purchase price on the March -, 2002 in same day funds against delivery of the Remarketed Notes purchased through the facilities of the Depositary. (j) In accordance with the Depositary's normal procedures, on __________, 2002, the transactions described above with respect to each Note tendered for purchase and sold in the Remarketing shall be executed through the Depositary, and the accounts of the respective Depositary participants shall be debited and credited and such Notes delivered by book-entry as necessary to effect purchases and sales of such Notes. The Depositary shall make payment in accordance with its normal procedures. (k) The tender and settlement procedures set in this Section 1, including provisions for payment by purchasers of the Notes in the Remarketing, shall be subject to modification to the extent required by the Depositary or if the book-entry system is no longer available for the Notes at the time of the Remarketing, to facilitate the tendering and remarketing of the Notes in certificated form. In addition, the Remarketing Agent may modify the settlement procedures set forth herein in order to facilitate the settlement process. (l) The Remarketing Agent shall remit to the Collateral Agent the Treasury Consideration subject to the Pledge Agreement.

Appointment and Obligations of the Remarketing Agent. (a) The Company and JES (the "Issuers") hereby appoint appoints _________________________ as exclusive 2 Remarketing Agent and Reset Agent, and _________________________ hereby accepts appointment as Remarketing Agentsuch appointment, for the purpose of (i) Remarketing Remarketed Notes Debentures on behalf of the holders thereof and (ii) performing such other duties as are assigned to the Remarketing Agent and Reset Agent in the Remarketing Procedures, all in accordance with and pursuant to the Remarketing Procedures. (b) The Remarketing Agent agrees (i) to use commercially reasonable best efforts to remarket the Remarketed Notes Debentures tendered or deemed tendered to the Remarketing Agent in the Remarketing, (ii) to notify the IssuersCompany, the Depository Depositary and the Trustee promptly of the Reset Rate and (iii) to establish the Reset Rate and carry out such other duties as are assigned to the Remarketing Agent and Reset Agent in the Remarketing Procedures, all in accordance with the provisions of the Remarketing Procedures. (c) On the sixth Business Day prior to March - 2002, after identification by the Purchase Contract Agent of the number of Holders of Units electing to effect a Collateral Substitution, the Remarketing Agent shall purchase an option, excercisable for the delivery on March - 2002 of 100.25% of the Treasury Consideration in respect of such Notes. The Company and JES shall reimburse the Remarketing Agent for the purchase of the option. The Remarketing Agent shall notify the Purchase Contract Agent by 3:00 p.m on the sixth Business Day prior to March - 2002, of the [AMOUNT] [CASH] required, pursuant to the option, to purchase the Treasury Consideration necessary for a Holder to effect a Collateral Substitution. (d) On the third Business Day immediately preceding ______, 2002 (the "Remarketing Date"), the Remarketing Agent shall use commercially its reasonable best efforts to remarket, at a price equal to 100.25100.5% of the Treasury ConsiderationRemarketing Value, the Remarketed Notes Debentures tendered or deemed tendered for purchase. (ed) If, as a result of the efforts described in Section l(b), the Remarketing Agent determines determines, after consultation with the Company, that it will be able to remarket all Remarketed Notes Debentures tendered or deemed tendered for purchase at a price of 100.25100.5% of the Treasury Consideration Remarketing Value prior to 4:00 P.M.p.m., New York City time, on the Remarketing Date, the Remarketing Agent Agent, after consultation with the Company, shall determine (i) determine the Reset Rate, which shall be the rate per annum (rounded to the nearest one-thousandth (0.001) of one percent per annum) that the Remarketing Agent determines, to be the lowest rate per annum Rate that will enable it to remarket all Remarketed Notes Debentures tendered or deemed tendered for Remarketing and (ii) purchase commit to purchase, on a third-day settlement basis, and on the third Business Day following the Remarketing Date (the "Remarketing Closing Date"), shall purchase, the Agent-purchased Treasury Consideration related to the Remarketed Notes and the Notes for which Holders have effected a Collateral SubstitutionConsideration. (f) If none of the holders of Remarketed Notes elects to have Remarketed Notes remarketed in the Remarketing, the Remarketing Agent shall determine the rate (ge) If the Remarketing Agent cannot remarket the Notes Debentures on the Remarketing Date, the Remarketing Agent will may continue to attempt to remarket the Notes Debentures until June -the Stock Purchase Date in accordance with the Remarketing Procedures (each such remarketing, 2002the "Subsequent Remarketing"), provided that (i) the notice of any Subsequent Remarketing cannot be given until the Failed Remarketing notice has been published in accordance with the Remarketing Procedures in respect of any immediately preceding Failed Remarketing and (ii) the Remarketing Closing Date in respect of any Subsequent Remarketing must fall no later than on the Business Day immediately preceding the Stock Purchase Date. (hf) If, by 4:00 P.M.p.m., New York City time, on June -, 2002a Remarketing Date (including a Remarketing Date of any Subsequent Remarketing), the Remarketing Agent is unable to remarket all Remarketed Notes Debentures tendered or deemed tendered for purchase, a failed Remarketing ("Failed Remarketing") shall be deemed to have occurred, and the Remarketing Agent shall shall, on such date, so advise by telephone the Depositary, the Purchase Contract Agent, the Trustee, the Company and JESthe Collateral Agent. (g) On the third Business Day following any Failed Remarketing, the Remarketing Agent shall remit (i) to the Custodial Agent the Remarketed Debentures comprised of the Separate Debentures, and (ii) to the Collateral Agent the balance of the Remarketed Debentures. (h) If by 4:00 p.m., New York City time, on the Business Day immediately preceding _________, 2004 [Insert stock purchase date], the Remarketing Agent, in spite of using its commercially reasonable best efforts, fails to remarket all of the Debentures tendered or deemed tendered for purchase, the "Last Failed Remarketing" will be deemed to have occurred. In this case, the Remarketing Agent shall so advise by telephone the Depositary, the Purchase Contract Agent, the Trustee, the Company and the Collateral Agent. On the third Business Day following the Last Failed Remarketing, the Remarketing Agent shall remit (i) to the Custodial Agent the Remarketed Debentures comprised of the Separate Debentures and (ii) to the Collateral Agent the balance of the Remarketed Debentures. (i) By approximately 4:30 P.M.p.m., New York City time, on the Remarketing Date, provided that there has not been a Failed Remarketing (including the Last Failed Remarketing), the Remarketing Agent shall advise, advise by telephone (i) the TrusteeCompany, the Company Purchase Contract Agent, the Depositary and JES the Trustee of the Reset Rate determined in the Remarketing and the number of Remarketed Notes Debentures sold in the Remarketing, (ii) each purchaser (or the Depositary participant thereof) of the Reset Rate and the number of Remarketed Notes such purchaser is to purchase and (iii) each purchaser to give instructions to its Depositary participant to pay the purchase price on the March -, 2002 in same day funds against delivery of the Remarketed Notes purchased through the facilities of the Depositary. (j) In accordance with the Depositary's normal procedures, on __________, 2002the Remarketing Closing Date, the transactions described above with respect to each Note Debenture tendered for purchase and sold in the Remarketing shall be executed through the Depositary, and the accounts of the respective Depositary participants shall be debited and credited and such Notes Debentures delivered by book-entry as necessary to effect purchases and sales of such Notes. The Depositary shall make payment in accordance with its normal proceduresDebentures. (k) The On the Remarketing Closing Date, the tender and settlement procedures set in this Section 1, including provisions for payment by purchasers of the Notes Debentures in the Remarketing, shall be subject to modification to the extent required by the Depositary or if the Depositary's book-entry system is no longer available for the Notes Debentures at the time of the Remarketing, to facilitate the tendering and remarketing of the Notes Debentures in certificated form. In addition, the Remarketing Agent may modify the settlement procedures set forth herein in order to facilitate the settlement process. (l) The On the Remarketing Closing Date, the Remarketing Agent shall remit to the Collateral Agent through the Purchase Contract Agent the Agent-purchased Treasury Consideration subject Consideration. (m) On the Remarketing Closing Date, the Remarketing Agent shall retain as a remarketing fee an amount not exceeding 25 basis points (.25%) of the total proceeds from the sale of the Remarketed Debentures and shall remit (i) the remaining portion of the balance attributable to the Pledge Separate Debentures to the Custodial Agent for distribution to the holders of the Separate Debentures that were remarketed and (ii) the remaining portion of the balance to the Purchase Contract Agent for distribution to the holders of the Remarketed Debentures in accordance with the Purchase Contract Agreement.

Appointment and Obligations of the Remarketing Agent. (a) The Company and JES hereby appoints Morg▇▇ ▇▇▇n▇▇▇ & ▇o. Incorporated as exclusive remarketing agent (the "Issuers") hereby appoint ___________ as exclusive 2 Remarketing Agent"), and ____________ Morg▇▇ ▇▇▇n▇▇▇ & ▇o. Incorporated hereby (1) accepts appointment as Remarketing Agent, for the purpose of (ia) Remarketing Remarketed Notes Trust Preferred Securities on behalf of the holders thereof and (iib) performing such other duties as are assigned to the Remarketing Agent in the Remarketing Procedures, all in accordance with and pursuant to the Remarketing Procedures, and (2) accepts and will perform all obligations of the Remarketing Agent set forth in the Amended Declaration, the Pledge Agreement and the Purchase Contract Agreement. (b) The Remarketing Agent agrees to (i1) to use commercially reasonable efforts to remarket the Remarketed Notes Trust Preferred Securities tendered or deemed tendered to the Remarketing Agent in the Remarketing, (ii2) to notify the IssuersCompany, the Depository Depositary and the Indenture Trustee promptly of the Reset Rate and (iii3) to carry out such other duties as are assigned to the Remarketing Agent in the Remarketing Procedures, all in accordance with the provisions of the Remarketing Procedures. (c) On the sixth Business Day prior to March - 2002, after identification by the Purchase Contract Agent of the number of Holders of Units electing to effect a Collateral Substitution, the Remarketing Agent shall purchase an option, excercisable for the delivery on March - 2002 of 100.25% of the Treasury Consideration in respect of such Notes. The Company and JES shall reimburse the Remarketing Agent for the purchase of the option. The Remarketing Agent shall notify the Purchase Contract Agent by 3:00 p.m on the sixth Business Day prior to March - 2002, of the [AMOUNT] [CASH] required, pursuant to the option, to purchase the Treasury Consideration necessary for a Holder to effect a Collateral Substitution. (d) On the third Business Day immediately preceding ______, 2002 the Purchase Contract Settlement Date (the "Remarketing Date"), the Remarketing Agent shall use commercially reasonable efforts to remarket, remarket the Trust Preferred Securities tendered or deemed tendered for purchase at a price equal to 100.25100.50% of the Treasury Consideration, the Remarketed Notes tendered or deemed tendered for purchaseaggregate stated liquidation amount thereof. (ed) If, as a result of the efforts described in Section l(b2(c), the Remarketing Agent determines has determined that it will be able to remarket all Remarketed Notes of the Preferred Securities tendered or deemed tendered for purchase at a price of 100.25100.50% of the Treasury Consideration prior to 4:00 P.M., New York City time, on the Remarketing Dateaggregate stated liquidation amount of such Preferred Securities, the Remarketing Agent shall determine (i) the Reset Rate, which shall be the rate per annum (rounded to the nearest one-thousandth (0.001) of one percent per annum) ), sufficient to cause the then-current aggregate market value of the Preferred Securities to be equal to 100.50% of the aggregate stated liquidation amount of such Preferred Securities, that the Remarketing Agent determines, in its sole reasonable judgment, to be the lowest rate per annum that will enable it to remarket all Remarketed Notes of the Preferred Securities tendered or deemed tendered for Remarketing and (ii) purchase the Treasury Consideration related to the Remarketed Notes and the Notes for which Holders have effected a Collateral SubstitutionRemarketing. (fe) If none of the Holders of the Preferred Securities or the holders of Remarketed Notes elects the PEPS Units elect to have Remarketed Notes Preferred Securities remarketed in the Remarketing, the Remarketing Agent Reset Rate shall determine be the rate (g) If rate determined by the Remarketing Agent cannot remarket Agent, in its sole reasonable discretion, as the Notes rate that would have been established had a Remarketing been held on the Remarketing Date. (f) Upon receipt of the proceeds from the Remarketing, the Remarketing Agent will continue shall: (1) retain $0.125 per Remarketed Trust Preferred Security as a remarketing fee for the performance of its services as Remarketing Agent hereunder; and (2) remit to attempt the Collateral Agent all other proceeds of the Remarketed Trust Preferred Securities subject to remarket the Notes until June -, 2002Pledge Agreement. (hg) If, by 4:00 P.M.p.m., New York City time, on June -, 2002the Remarketing Date, the Remarketing Agent is unable to remarket all Remarketed Notes of the Trust Preferred Securities tendered or deemed tendered for purchasepurchase pursuant to the terms and conditions hereof, a failed Failed Remarketing ("Failed Remarketing") shall be deemed to have occurred, and the Remarketing Agent shall so advise by telephone the Purchase Contract AgentDepositary, the Property Trustee, the Company Trust and JESthe Company. In the event of a Failed Remarketing, the Reset Rate shall equal the Two Year Benchmark Treasury Rate plus the Applicable Margin. (ih) By approximately 4:30 P.M.p.m., New York City time, on the Remarketing Date, Date (provided that there has not been a Failed Remarketing), the Remarketing Agent shall advise, by telephone telephone: (i1) the Depositary, the Property Trustee, the Indenture Trustee, the Trust and the Company and JES of the Reset Rate determined in the Remarketing and the number of Remarketed Notes Trust Preferred Securities sold in the Remarketing, ; (ii2) each purchaser (or the Depositary participant Participant thereof) of Remarketed Trust Preferred Securities of the Reset Rate and the number of Remarketed Notes Trust Preferred Securities such purchaser is to purchase and purchase; and (iii3) each purchaser to give instructions to its Depositary participant Participant to pay the purchase price on the March -, 2002 Purchase Contract Settlement Date in same day funds against delivery of the Remarketed Notes Trust Preferred Securities purchased through the facilities of the Depositary. (j) In accordance with the Depositary's normal procedures, on __________, 2002, the transactions described above with respect to each Note tendered for purchase and sold in the Remarketing shall be executed through the Depositary, and the accounts of the respective Depositary participants shall be debited and credited and such Notes delivered by book-entry as necessary to effect purchases and sales of such Notes. The Depositary shall make payment in accordance with its normal procedures. (k) The tender and settlement procedures set in this Section 1, including provisions for payment by purchasers of the Notes in the Remarketing, shall be subject to modification to the extent required by the Depositary or if the book-entry system is no longer available for the Notes at the time of the Remarketing, to facilitate the tendering and remarketing of the Notes in certificated form. In addition, the Remarketing Agent may modify the settlement procedures set forth herein in order to facilitate the settlement process. (l) The Remarketing Agent shall remit to the Collateral Agent the Treasury Consideration subject to the Pledge Agreement.

Appointment and Obligations of the Remarketing Agent. (a) The Company and JES hereby appoints ▇▇▇▇▇▇ Brothers Inc. as exclusive remarketing agent (the "Issuers") hereby appoint ___________ as exclusive 2 Remarketing Agent"), and ____________ ▇▇▇▇▇▇ Brothers Inc. hereby accepts appointment as Remarketing Agent, for the purpose of (i1) Remarketing Remarketed Senior Notes on behalf of the holders thereof and (ii2) performing such other duties as are assigned to the Remarketing Agent in the Remarketing Procedures, all in accordance with and pursuant to the Remarketing Procedures. (b) The Remarketing Agent agrees to (i1) to use commercially reasonable efforts to remarket the Remarketed Senior Notes tendered or deemed tendered to the Remarketing Agent in the Remarketing, (ii2) to notify the Issuers, the Depository and the Trustee Company promptly of the Reset Rate and (iii3) to carry out such other duties as are assigned to the Remarketing Agent in the Remarketing Procedures, all in accordance with the provisions of the Remarketing Procedures. (c) On the sixth Business Day prior to March - 2002, after identification by the Purchase Contract Agent of the number of Holders of Units electing to effect a Collateral Substitution, the Remarketing Agent shall purchase an option, excercisable for the delivery on March - 2002 of 100.25% of the Treasury Consideration in respect of such Notes. The Company and JES shall reimburse the Remarketing Agent for the purchase of the option. The Remarketing Agent shall notify the Purchase Contract Agent by 3:00 p.m on the sixth Business Day prior to March - 2002, of the [AMOUNT] [CASH] required, pursuant to the option, to purchase the Treasury Consideration necessary for a Holder to effect a Collateral Substitution. (d) On the third Business Day immediately preceding ______, 2002 the Purchase Contract Settlement Date (the "Remarketing Date"), the Remarketing Agent shall use commercially reasonable efforts to remarket, at a price equal to 100.25% of the Treasury Considerationaggregate principal amount thereof, the Remarketed Senior Notes tendered or deemed tendered for purchase. (ed) If, as a result of the efforts described in Section l(b2(b), the Remarketing Agent determines that it will be able to remarket all Remarketed Senior Notes tendered or deemed tendered for purchase at a price of 100.25% of the Treasury Consideration aggregate principal amount of such Remarketed Senior Notes prior to 4:00 P.M., p.m. (New York City time, ) on the Remarketing Date, the Remarketing Agent shall determine (i) the Reset Rate, which shall be the rate per annum (rounded to the nearest one-thousandth (0.001) of one percent per annum) that the Remarketing Agent determines, in its sole judgment, to be the lowest rate per annum that will enable it to remarket all Remarketed Senior Notes tendered or deemed tendered for Remarketing. (e) Upon receipt of the proceeds from the Remarketing, the Remarketing and Agent shall: (ii1) purchase the Treasury Consideration related remit to the Collateral Agent the portion of the proceeds from the Remarketing of the Remarketed Senior Notes and subject to the Notes Pledge Agreement equal to 100% of the Principal Amount of such Remarketed Senior Notes; and (2) retain an amount equal to .25% of the Principal Amount for which Holders have effected a Collateral Substitutionthe performance of its services as Remarketing Agent hereunder. (f) If none of the holders of Remarketed Senior Notes elects to have Remarketed Senior Notes remarketed in the Remarketing, the Remarketing Agent shall determine the rate (g) If the rate that would have been established had a Remarketing Agent cannot remarket the Notes been held on the Remarketing Date, and such rate shall be the Remarketing Agent will continue to attempt to remarket the Notes until June -, 2002Reset Rate. (hg) If, by 4:00 P.M., p.m. (New York City time, ) on June -, 2002the Remarketing Date, the Remarketing Agent is unable to remarket all Remarketed Senior Notes tendered or deemed tendered for purchase, a failed Remarketing ("Failed Remarketing") shall be deemed to have occurred, and the Remarketing Agent shall so advise by telephone the Purchase Contract AgentDepositary, the TrusteeIndenture Trustee and the Company. In the event of a Failed Remarketing, the Company and JESReset Rate shall be equal to the Two-Year Benchmark Rate plus the Applicable Spread. (ih) By approximately 4:30 P.M., New York City time, on the Remarketing Date, provided Provided that there has not been a Failed Remarketing, by approximately 4:30 p.m. (New York City time), on the Remarketing Date, the Remarketing Agent shall advise, by telephone telephone: (i1) the TrusteeDepositary, the Indenture Trustee and the Company and JES of the Reset Rate determined in the Remarketing and the number of Remarketed Senior Notes sold in the Remarketing, ; (ii2) each purchaser (or the Depositary participant Clearing Agency Participant thereof) of Remarketed Senior Notes of the Reset Rate and the number of Remarketed Senior Notes such purchaser is to purchase and purchase; and (iii3) each purchaser to give instructions to its Depositary participant Clearing Agency Participant to pay the purchase price on the March -, 2002 Purchase Contract Settlement Date in same day immediately available funds against delivery of the Remarketed Senior Notes purchased through the facilities of the Depositary. (j) In accordance with the Depositary's normal procedures, on __________, 2002, the transactions described above with respect to each Note tendered for purchase and sold in the Remarketing shall be executed through the Depositary, and the accounts of the respective Depositary participants shall be debited and credited and such Notes delivered by book-entry as necessary to effect purchases and sales of such Notes. The Depositary shall make payment in accordance with its normal procedures. (k) The tender and settlement procedures set in this Section 1, including provisions for payment by purchasers of the Notes in the Remarketing, shall be subject to modification to the extent required by the Depositary or if the book-entry system is no longer available for the Notes at the time of the Remarketing, to facilitate the tendering and remarketing of the Notes in certificated form. In addition, the Remarketing Agent may modify the settlement procedures set forth herein in order to facilitate the settlement process. (l) The Remarketing Agent shall remit to the Collateral Agent the Treasury Consideration subject to the Pledge Agreement.

Appointment and Obligations of the Remarketing Agent. (a) The Company and JES hereby appoints ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. Incorporated as exclusive remarketing agent (the "Issuers") hereby appoint ___________ as exclusive 2 Remarketing Agent"), and ____________ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. Incorporated hereby (A) accepts appointment as Remarketing Agent, for the purpose of (i1) Remarketing Remarketed Notes Trust Preferred Securities on behalf of the holders thereof and (ii2) performing such other duties as are assigned to the Remarketing Agent in the Remarketing Procedures, all in accordance with and pursuant to the Remarketing Procedures, and (B) accepts and will perform all obligations set forth in the Declaration, the Pledge Agreement and the Purchase Contract Agreement. (b) The Remarketing Agent agrees to (i1) to use commercially reasonable efforts to remarket the Remarketed Notes Trust Preferred Securities tendered or deemed tendered to the Remarketing Agent in the Remarketing, (ii2) to notify the IssuersCompany, the Depository and the Indenture Trustee promptly of the Reset Rate and (iii3) to carry out such other duties as are assigned to the Remarketing Agent in the Remarketing Procedures, all in accordance with the provisions of the Remarketing Procedures. (c) On the sixth Business Day prior to March - 2002, after identification by the Purchase Contract Agent of the number of Holders of Units electing to effect a Collateral Substitution, the Remarketing Agent shall purchase an option, excercisable for the delivery on March - 2002 of 100.25% of the Treasury Consideration in respect of such Notes. The Company and JES shall reimburse the Remarketing Agent for the purchase of the option. The Remarketing Agent shall notify the Purchase Contract Agent by 3:00 p.m on the sixth Business Day prior to March - 2002, of the [AMOUNT] [CASH] required, pursuant to the option, to purchase the Treasury Consideration necessary for a Holder to effect a Collateral Substitution. (d) On the third Business Day immediately preceding ______, 2002 the Purchase Contract Settlement Date (the "Remarketing Date"), the Remarketing Agent shall use commercially reasonable efforts to remarket, the Trust Preferred Securities tendered or deemed tendered for purchase at a price at least equal to 100.25% of the Treasury Consideration, the Remarketed Notes tendered or deemed tendered for purchaseaggregate stated liquidation amount thereof. (ed) If, as a result of the efforts described in Section l(b2(c), the Remarketing Agent determines has determined that it will be able to remarket all Remarketed Notes of the Preferred Securities tendered or deemed tendered for purchase at a price of 100.25% of the Treasury Consideration prior to 4:00 P.M., New York City time, on the Remarketing Dateaggregate stated liquidation amount of such Preferred Securities, the Remarketing Agent shall determine (i) the Reset Rate, which shall be the rate per annum (rounded to the nearest one-thousandth (0.001) of one percent per annum) sufficient to cause the then current aggregate market value of the Preferred Securities to be at least equal to 100.25% of the aggregate stated liquidation amount of such Preferred Securities, that the Remarketing Agent determines, in its sole reasonable judgment, to be the lowest rate per annum that will enable it to remarket all Remarketed Notes of the Preferred Securities tendered or deemed tendered for Remarketing and (ii) purchase the Treasury Consideration related to the Remarketed Notes and the Notes for which Holders have effected a Collateral SubstitutionRemarketing. (fe) If none of the Holders of the Preferred Securities or the holders of Remarketed Notes elects the PEPS Units elect to have Remarketed Notes Preferred Securities remarketed in the Remarketing, the Reset Rate shall be the rate determined by the Remarketing Agent, in its sole reasonable discretion, as the rate that would have been established had a Remarketing been held on the Remarketing Date. (f) Upon receipt of the proceeds from the Remarketing, the Remarketing Agent shall determine shall: (1) retain $.0625 per Remarketed Trust Preferred Security for the rateperformance of its services as Remarketing Agent hereunder; and (2) remit to the Collateral Agent all excess proceeds of the Remarketed Trust Preferred Securities subject to the Pledge Agreement. (g) If The Remarketing Agent shall submit at least one Trust Preferred Security to the Remarketing Agent cannot remarket the Notes on the Remarketing Date, the Remarketing Agent will continue to attempt to remarket the Notes until June -, 2002ensure that there is a Remarketing. (h) If, by 4:00 P.M.p.m., New York City time, on June -, 2002the Remarketing Date, the Remarketing Agent is unable to remarket all Remarketed Notes of the Trust Preferred Securities tendered or deemed tendered for purchase, a failed Failed Remarketing ("Failed Remarketing") shall be deemed to have occurred, and the Remarketing Agent shall so advise by telephone the Purchase Contract AgentDepository, the Property Trustee, the Company Trust and JESthe Company. In the event of a Failed Remarketing, the Reset Rate shall equal the Two Year Benchmark Treasury Rate plus the Applicable Margin. (i) By approximately 4:30 P.M., p.m. New York City time, time on the Remarketing Date, Date (provided that there has not been a Failed Remarketing), the Remarketing Agent shall advise, by telephone telephone: (i1) the Depository, the Property Trustee, the Indenture Trustee, the Trust and the Company and JES of the Reset Rate determined in the Remarketing and the number of Remarketed Notes Trust Preferred Securities sold in the Remarketing, ; (ii2) each purchaser (or the Depositary participant Participant thereof) of Remarketed Trust Preferred Securities of the Reset Rate and the number of Remarketed Notes Trust Preferred Securities such purchaser is to purchase and purchase; and (iii3) each purchaser to give instructions to its Depositary participant Participant to pay the purchase price on the March -, 2002 Purchase Contract Settlement Date in same day funds against delivery of the Remarketed Notes Trust Preferred Securities purchased through the facilities of the DepositaryDepository. (j) In accordance with the Depositary's normal procedures, on __________, 2002, the transactions described above with respect to each Note tendered for purchase and sold in the Remarketing shall be executed through the Depositary, and the accounts of the respective Depositary participants shall be debited and credited and such Notes delivered by book-entry as necessary to effect purchases and sales of such Notes. The Depositary shall make payment in accordance with its normal procedures. (k) The tender and settlement procedures set in this Section 1, including provisions for payment by purchasers of the Notes in the Remarketing, shall be subject to modification to the extent required by the Depositary or if the book-entry system is no longer available for the Notes at the time of the Remarketing, to facilitate the tendering and remarketing of the Notes in certificated form. In addition, the Remarketing Agent may modify the settlement procedures set forth herein in order to facilitate the settlement process. (l) The Remarketing Agent shall remit to the Collateral Agent the Treasury Consideration subject to the Pledge Agreement.

Appointment and Obligations of the Remarketing Agent. (a) The Company and JES (the "Issuers") hereby appoint appoints ______________ as exclusive 2 remarketing agent (the "Remarketing Agent"), and ______________ hereby accepts appointment as Remarketing Agent, for the purpose of (i1) Remarketing Remarketed Notes on behalf of the holders thereof and (ii2) performing such other duties as are assigned to the Remarketing Agent in the Remarketing Procedures, all in accordance with and pursuant to the Remarketing Procedures. (b) The Remarketing Agent agrees to (i1) to use commercially reasonable efforts to remarket the Remarketed Notes tendered or deemed tendered to the Remarketing Agent in the Remarketing, (ii2) to notify the Issuers, the Depository and the Trustee Company promptly of the Reset Rate and (iii3) to carry out such other duties as are assigned to the Remarketing Agent in the Remarketing Procedures, all in accordance with the provisions of the Remarketing Procedures. (c) On the sixth Business Day prior to March - 2002, after identification by the Purchase Contract Agent of the number of Holders of Units electing to effect a Collateral Substitution, the Remarketing Agent shall purchase an option, excercisable for the delivery on March - 2002 of 100.25% of the Treasury Consideration in respect of such Notes. The Company and JES shall reimburse the Remarketing Agent for the purchase of the option. The Remarketing Agent shall notify the Purchase Contract Agent by 3:00 p.m on the sixth Business Day prior to March - 2002, of the [AMOUNT] [CASH] required, pursuant to the option, to purchase the Treasury Consideration necessary for a Holder to effect a Collateral Substitution. (d) On the third Business Day immediately preceding ______, 2002 the Purchase Contract Settlement Date (the "Remarketing Date"), the Remarketing Agent shall use commercially reasonable efforts to remarket, at a price at least equal to [100.25% %] of the Treasury ConsiderationStated Amount, the Remarketed Notes tendered or deemed tendered for purchase. (ed) If, as a result of the efforts described in Section l(b2(b), the Remarketing Agent determines that it will be able to remarket all Remarketed Notes tendered or deemed tendered for purchase at a price of at least equal to [100.25% %] of the Treasury Consideration Stated Amount prior to 4:00 P.M., p.m. (New York City time, ) on the Remarketing DateDate without increasing the Coupon Rate, the Remarketing Agent shall determine (i) set the Reset Rate at the Coupon Rate. If the Remarketing Agent determines immediately prior to Remarketing that it will not be able to remarket all of the Remarketed Notes tendered or deemed tendered for purchase at a price at least equal to [100.25%] of the Stated Amount, which the Remarketing Agent shall be set the Reset Rate at a rate per annum (rounded to the nearest one-thousandth (0.001) of one percent per annum) that the Remarketing Agent determines, determines to be the lowest rate per annum that will enable it to remarket all of the Remarketed Notes tendered or deemed tendered for purchase at a price equal to [100.25%] of the Stated Amount. (e) upon receipt of the proceeds from the Remarketing, the Remarketing and Agent shall: (ii1) purchase retain [25 basis points (.25%)] of the Treasury Consideration related Stated Amount for the performance of its services as Remarketing Agent hereunder; (2) remit to the Collateral Agent all excess proceeds of the Remarketed Notes and subject to the Pledge Agreement; and (3) remit to [the holders] all excess proceeds, if any, of the Remarketed Notes for which Holders have effected a Collateral Substitutionnot subject to the Pledge Agreement.] (f) If none of the holders of Remarketed Notes elects to have Remarketed Notes remarketed in the Remarketing, the Remarketing Agent shall determine the rate (g) If the rate that would have been established had a Remarketing Agent cannot remarket the Notes been held on the Remarketing Date, and such rate shall be the Remarketing Agent will continue to attempt to remarket the Notes until June -, 2002Reset Rate. (hg) If, by 4:00 P.M., p.m. (New York City time, ) on June -, 2002the Remarketing Date, the Remarketing Agent is unable to remarket all Remarketed Notes tendered or deemed tendered for purchase, a failed Remarketing ("Failed Remarketing") shall be deemed to have occurred, and the Remarketing Agent shall so advise by telephone the Purchase Contract AgentDTC, the TrusteeIndenture Trustee and the Company. In the event of a Failed Remarketing, the Company and JESReset Rate shall equal the Two-Year Benchmark Treasury rate plus the Applicable Margin. (ih) By approximately 4:30 P.M., New York City time, on the Remarketing Date, provided Provided that there has not been a Failed Remarketing, by approximately 4:30 p.m. (New York City time) on the Remarketing Date, the Remarketing Agent shall advise, by telephone telephone: (i1) the TrusteeDTC, the Indenture Trustee and the Company and JES of the Reset Rate determined in the Remarketing and the number of Remarketed Notes sold in the Remarketing, ; (ii2) each purchaser (or the Depositary participant Clearing Agency Participant thereof) of Remarketed Notes of the Reset Rate and the number of Remarketed Notes such purchaser is to purchase and purchase; and (iii3) each purchaser to give instructions to its Depositary participant the Clearing Agency Participant to pay the purchase price on the March -, 2002 Purchase Contract Settlement Date in same day funds against delivery of the Remarketed Notes purchased through the facilities of the DepositaryDTC. (j) In accordance with the Depositary's normal procedures, on __________, 2002, the transactions described above with respect to each Note tendered for purchase and sold in the Remarketing shall be executed through the Depositary, and the accounts of the respective Depositary participants shall be debited and credited and such Notes delivered by book-entry as necessary to effect purchases and sales of such Notes. The Depositary shall make payment in accordance with its normal procedures. (k) The tender and settlement procedures set in this Section 1, including provisions for payment by purchasers of the Notes in the Remarketing, shall be subject to modification to the extent required by the Depositary or if the book-entry system is no longer available for the Notes at the time of the Remarketing, to facilitate the tendering and remarketing of the Notes in certificated form. In addition, the Remarketing Agent may modify the settlement procedures set forth herein in order to facilitate the settlement process. (l) The Remarketing Agent shall remit to the Collateral Agent the Treasury Consideration subject to the Pledge Agreement.

Appointment and Obligations of the Remarketing Agent. (a) The Company Fund hereby appoints ▇▇▇▇▇▇▇ ▇▇▇▇▇ and JES (the "Issuers") hereby appoint ___________ as exclusive 2 Remarketing Agent, and ____________ ▇▇▇▇▇▇▇ ▇▇▇▇▇ hereby accepts appointment such appointment, as the sole Remarketing Agent, Agent of the Shares for the purpose of (i) Remarketing Remarketed Notes setting the Applicable Dividend Rate on the Shares from time to time; (ii) remarketing Shares from time to time on behalf of the holders thereof Beneficial Owners thereof; and (iiiii) performing such other duties as are assigned to the Remarketing Agent in the Remarketing ProceduresCertificate, all in accordance with and pursuant to the procedures set forth in the Certificate and the prospectus and statement of additional information, both dated December __, 1993, relating to the offering of the Shares (together, the "Prospectus"). The Fund shall have the right, on seven Business Days' notice to the Remarketing ProceduresAgent, to appoint one or more additional Remarketing Agents with respect to the Shares under an agreement substantially in the form of this Agreement. Upon any such appointment, including any appointment of a successor Remarketing Agent pursuant to Section 4, all references in this Agreement to "Remarketing Agent" shall be deemed to refer also to each such additional or successor Remarketing Agent. Any such additional or successor Remarketing Agent shall accept its appointment by executing an agreement substantially in the form of this Agreement. (b) The Remarketing Agent agrees (i) to calculate the Maximum Dividend Rate applicable to each Dividend Period with respect to the Shares; (ii) to use commercially reasonable its best efforts to set in Remarketings the Applicable Dividend Rate on the Shares; (iii) to notify the Fund promptly of the Applicable Dividend Rate; (iv) to use its best efforts to remarket the Remarketed Notes tendered or deemed Shares tendered to the Remarketing Agent in Remarketings held from time to time as provided in the Remarketing, Certificate; (iiv) to notify assist the IssuersFund in establishing the Specific Redemption Provisions, if any, relating to the Depository and the Trustee promptly of the Reset Rate Shares and (iiivi) to carry out such other duties as are assigned to the Remarketing Agent in the Remarketing ProceduresCertificate, all in accordance with the provisions of the Remarketing ProceduresCertificate. (c) On The Remarketing Agent agrees that if, at any time, either ▇▇▇▇▇'▇ or S&P shall not make available a rating for the sixth Business Day prior to March - 2002, after identification by the Purchase Contract Agent of the number of Holders of Units electing to effect a Collateral Substitution, Shares required for the Remarketing Agent to calculate any Maximum Dividend Rate, or if both ▇▇▇▇▇'▇ and S&P shall purchase an optionnot make available such a rating, excercisable the Fund shall select one or more Substitute Rating Agencies for the delivery on March - 2002 of 100.25% of the Treasury Consideration in respect of such Notes. The Company and JES shall reimburse the Remarketing Agent for the purchase of the option. The Remarketing Agent shall notify the Purchase Contract Agent by 3:00 p.m on the sixth Business Day prior to March - 2002, of the [AMOUNT] [CASH] required, pursuant to the option, to purchase the Treasury Consideration necessary for a Holder to effect a Collateral Substitutionpurpose. (d) On It is expressly understood and agreed by the third Business Day immediately preceding ______, 2002 (the "Remarketing Date"), parties hereto that Shares as to which the Remarketing Agent shall use commercially reasonable efforts to remarket, at a price equal to 100.25% is listed in the books maintained by the Paying Agent as the Beneficial Owner may be held by the Remarketing Agent for its own account or for the account of the Treasury Consideration, the Remarketed Notes tendered or deemed tendered for purchaseothers. (e) If, as a result It is expressly understood and agreed by the parties hereto that the obligations of the efforts described in Section l(b), the Remarketing Agent determines hereunder are conditioned on the issuance and delivery of the Shares pursuant to the terms and conditions of the Purchase Agreement. It is further understood and agreed by and between the parties that it will the Remarketing Agent shall not be able obligated to set the Applicable Dividend Rate on the Shares or to remarket all Remarketed Notes tendered Shares during a Non-Payment Period, or deemed tendered for purchase at a price of 100.25% any time that any of the Treasury Consideration prior conditions set forth in clauses (a) and (b) of Section 7 hereof shall not have been fully and completely met to 4:00 P.M.the satisfaction of the Remarketing Agent or at any time any of the events set forth in clause(c) of Section 7 hereof shall have occurred. (f) By 3:30 p.m., New York City time, on each Remarketing Date, the Remarketing Agent will advise the Paying Agent of (i) the Applicable Dividend Rate determined in the related Remarketing; (ii) the identities of (and the number of Shares held by) the Beneficial Owners who purchased such Shares as a result of the Remarketing; (iii) the identities of (and number of Shares sold by) persons (i.e., former Beneficial Owners) who sold Shares in the Remarketing; and (iv) the Specific Redemption Provisions, if any, relating to the Shares. By 3:30 p.m., New York City time, on each Remarketing Date, the Remarketing Agent shall determine also advise the Fund of the information set forth in clause (i) of this Section 2(f). (g) As soon as practicable after the Reset RateDate of Original Issue for any Shares, which shall be but not later than the rate per annum (rounded to fifth Business Day preceding the nearest one-thousandth (0.001) date of one percent per annum) that the first Remarketing for such Shares, the Remarketing Agent determines, will provide the Fund and the Paying Agent with: a list of the persons (other than the Remarketing Agent) in whose names Shares are to be registered in the lowest rate per annum that will enable it books to remarket all Remarketed Notes tendered or deemed tendered for be maintained by the Paying Agent and the respective numbers of Shares acquired by such persons from the Remarketing Agent and (ii) purchase the Treasury Consideration related to number of Shares it is holding for its own account and (on an aggregate basis) as nominee for the Remarketed Notes and account of others as of the Notes for which Holders have effected a Collateral Substitutiondate of such notice. (fh) If none of The Remarketing Agent shall promptly notify the holders of Remarketed Notes elects to have Remarketed Notes remarketed Paying Agent by a notice substantially in the Remarketingform of Exhibit A hereto of any transfers of Shares outside of a Remarketing of which it is aware. Notwithstanding the foregoing, the Remarketing Agent shall determine not be required to notify the rate (g) If Paying Agent of any transfer outside of a Remarketing unless such transfer would result in a new Beneficial Owner. It is understood and agreed by the Remarketing Agent cannot remarket the Notes on the Remarketing Date, the Remarketing Agent will continue to attempt to remarket the Notes until June -, 2002. (h) If, by 4:00 P.M., New York City time, on June -, 2002, the Remarketing Agent is unable to remarket all Remarketed Notes tendered or deemed tendered for purchase, a failed Remarketing ("Failed Remarketing") shall be deemed to have occurred, and parties hereto that the Remarketing Agent shall so advise be under no obligation to disclose to the Fund or the Paying Agent or any other person the identity of any person for whose account Shares are held by telephone the Purchase Contract Remarketing Agent as Beneficial Owner unless such disclosure is required by law or in connection with any pending or threatened legal proceedings involving the Fund or the Paying Agent, the Trustee, the Company and JES. (i) By approximately 4:30 P.M., New York City time, on the Remarketing Date, provided that there has not been a Failed Remarketing, the The Remarketing Agent shall adviseagrees that, whenever it receives the notice from the Fund contemplated by telephone (i) the Trustee, the Company and JES first sentence of Section [6] of Part II of the Reset Rate determined Certificate, it will in turn notify the Remarketing Holders of shares and the number of Remarketed Notes sold prospective purchasers believed by it to be interested in the purchasing Shares in such Remarketing, (ii) each purchaser (or the Depositary participant thereof) of the Reset Rate and the number of Remarketed Notes such purchaser is to purchase and (iii) each purchaser to give instructions to its Depositary participant to pay the purchase price on the March -, 2002 in same day funds against delivery of the Remarketed Notes purchased through the facilities of the Depositary. (j) In accordance ▇▇▇▇▇▇▇ ▇▇▇▇▇ represents and warrants to the Fund that ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Co., Inc. is the exclusive owner of the registered trademark "RP" and that ▇▇▇▇▇▇▇ ▇▇▇▇▇ is authorized by ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Co., Inc. to consent to the use by the Fund of such trademark, and, subject to the provisions of Section 9(c) hereof, hereby consents to the use by the Fund of such trademark in connection with the Depositary's normal procedures, on __________, 2002, the transactions described above with respect to each Note tendered for purchase and sold in the Remarketing shall be executed through the Depositary, and the accounts of the respective Depositary participants shall be debited and credited and such Notes delivered by book-entry as necessary to effect purchases and sales of such Notes. The Depositary shall make payment in accordance with its normal proceduresShares. (k) The tender and settlement procedures set in this Section 1, including provisions for payment by purchasers of the Notes in the Remarketing, shall be subject to modification to the extent required by the Depositary or if the book-entry system is no longer available for the Notes at the time of the Remarketing, to facilitate the tendering and remarketing of the Notes in certificated form. In addition, the Remarketing Agent may may, in its sole discretion, modify the settlement procedures set forth herein in order the Certificate so long as any such modification does not adversely affect the Beneficial Owners or the Holders of the Shares of the Fund. It is understood that a failure to facilitate settle a purchase or sale of tendered Shares in any Remarketing will not change the Applicable Dividend Rate previously set in such Remarketing, and will not result in any responsibility of, or liability to, the Fund for settlement processof such purchase or sale. (l) The Remarketing Agent shall remit may, in its sole discretion, modify the procedures concerning notification of redemption set forth in the Certificate, provided that, any such modification does not adversely affect any Holder or any Beneficial Owner of the Shares or materially alter the obligations of the Paying Agent, does not adversely affect the rating of the Shares and does not cause the Fund to violate any law, rule or regulation, including the Collateral Agent 1940 Act and the Treasury Consideration subject to laws of the Pledge AgreementCommonwealth of Massachusetts.

Appointment and Obligations of the Remarketing Agent. (a) The Company and JES [Capital Funding] [theTrust]hereby appoint as exclusive remarketing agent (the "Issuers") hereby appoint ___________ as exclusive 2 Remarketing Agent"), and ____________ -------------- hereby (1) accepts appointment as Remarketing Agent, for the -------------- purpose of (iA) Remarketing Remarketed Notes Securities on behalf of the holders thereof and (iiB) performing such other duties as are assigned to the Remarketing Agent in the Remarketing Procedures, all in accordance with and pursuant to the Remarketing Procedures, and (2) accepts and will perform all obligations of the Remarketing Agreement set forth in the [Trust Agreement,] [Officers' Certificate,] the Pledge Agreement and the Purchase Contract Agreement. (b) The Remarketing Agent agrees to (i1) to use commercially reasonable efforts to remarket the Remarketed Notes Securities tendered or deemed tendered to the Remarketing Agent in the Remarketing, (ii2) to notify the Issuers, the Depository and the Trustee Company promptly of the Reset Rate and (iii3) to carry out such other duties as are assigned to the Remarketing Agent in the Remarketing Procedures, all in accordance with the provisions of the Remarketing Procedures. (c) On the sixth Business Day prior to March - 2002, after identification by the Purchase Contract Agent of the number of Holders of Units electing to effect a Collateral Substitution, the Remarketing Agent shall purchase an option, excercisable for the delivery on March - 2002 of 100.25% of the Treasury Consideration in respect of such Notes. The Company and JES shall reimburse the Remarketing Agent for the purchase of the option. The Remarketing Agent shall notify the Purchase Contract Agent by 3:00 p.m on the sixth Business Day prior to March - 2002, of the [AMOUNT] [CASH] required, pursuant to the option, to purchase the Treasury Consideration necessary for a Holder to effect a Collateral Substitution. (d) On the third Business Day immediately preceding ______, 2002 the Purchase Contract Settlement Date (the "Remarketing Date"), the Remarketing Agent shall use commercially reasonable efforts to remarket, at a price at least equal to [100.25% %] of the Treasury ConsiderationStated Amount, the Remarketed Notes Securities tendered or deemed tendered for purchase. (ed) If, as a result of the efforts described in Section l(b2(b), the Remarketing Agent determines that it will be able to remarket all Remarketed Notes Securities tendered or deemed tendered for purchase at a price of at least equal to [100.25% %] of the Treasury Consideration Stated Amount prior to 4:00 P.M., p.m. (New York City time, ) on the Remarketing Date, the Remarketing Agent shall determine (i) set the Reset Rate, which shall be the Rate at a rate per annum (rounded to the nearest one-thousandth (0.001) of one percent per annum) that the Remarketing Agent determines, determines to be the lowest rate per annum that will enable it to remarket all of the Remarketed Notes Securities tendered or deemed tendered for purchase at a price equal to [100.25%] of the Stated Amount. (e) upon receipt of the proceeds from the Remarketing, the Remarketing and Agent shall: (ii1) purchase retain [25 basis points (.25%)] of the Treasury Consideration related Stated Amount for the performance of its services as Remarketing Agent hereunder; and (2) remit to the Collateral Agent all excess proceeds of the Remarketed Notes and Securities subject to the Notes for which Holders have effected a Collateral SubstitutionPledge Agreement. (f) If none of the holders of Remarketed Notes elects to have Remarketed Notes Securities remarketed in the Remarketing, the Remarketing Agent shall determine the rate (g) If the rate that would have been established had a Remarketing Agent cannot remarket the Notes been held on the Remarketing Date, and such rate shall be the Remarketing Agent will continue to attempt to remarket the Notes until June -, 2002Reset Rate. (hg) If, by 4:00 P.M., p.m. (New York City time, ) on June -, 2002the Remarketing Date, the Remarketing Agent is unable to remarket all Remarketed Notes Securities tendered or deemed tendered for purchase, a failed Remarketing ("Failed Remarketing") shall be deemed to have occurred, and the Remarketing Agent shall so advise by telephone the Purchase Contract AgentDTC, the TrusteeIndenture Trustee and the Company. In the event of a Failed Remarketing, the Company and JESReset Rate shall equal the Two-Year Benchmark Treasury rate plus the Applicable Margin. (ih) By approximately 4:30 P.M., New York City time, on the Remarketing Date, provided Provided that there has not been a Failed Remarketing, by approximately 4:30 p.m. (New York City time) on the Remarketing Date, the Remarketing Agent shall advise, by telephone telephone: (i1) DTC, the [, Property Trustee, the] Indenture Trustee and the Company and JES of the Reset Rate determined in the Remarketing and the number of Remarketed Notes Securities sold in the Remarketing, ; (ii2) each purchaser (or the Depositary participant Participant thereof) of Remarketed Securities of the Reset Rate and the number of Remarketed Notes Securities such purchaser is to purchase and purchase; and (iii3) each purchaser to give instructions to its the Depositary participant Participant to pay the purchase price on the March -, 2002 Purchase Contract Settlement Date in same day funds against delivery of the Remarketed Notes Securities purchased through the facilities of the DepositaryDTC. (j) In accordance with the Depositary's normal procedures, on __________, 2002, the transactions described above with respect to each Note tendered for purchase and sold in the Remarketing shall be executed through the Depositary, and the accounts of the respective Depositary participants shall be debited and credited and such Notes delivered by book-entry as necessary to effect purchases and sales of such Notes. The Depositary shall make payment in accordance with its normal procedures. (k) The tender and settlement procedures set in this Section 1, including provisions for payment by purchasers of the Notes in the Remarketing, shall be subject to modification to the extent required by the Depositary or if the book-entry system is no longer available for the Notes at the time of the Remarketing, to facilitate the tendering and remarketing of the Notes in certificated form. In addition, the Remarketing Agent may modify the settlement procedures set forth herein in order to facilitate the settlement process. (l) The Remarketing Agent shall remit to the Collateral Agent the Treasury Consideration subject to the Pledge Agreement.

Appointment and Obligations of the Remarketing Agent. (a) The Company and JES ([Capital Funding] [the "Issuers") Trust] hereby appoint ______________ as exclusive 2 remarketing agent (the "Remarketing Agent"), and ______________ hereby (1) accepts appointment as Remarketing Agent, for the purpose of (iA) Remarketing Remarketed Notes Securities on behalf of the holders thereof and (iiB) performing such other duties as are assigned to the Remarketing Agent in the Remarketing Procedures, all in accordance with and pursuant to the Remarketing Procedures, and (2) accepts and will perform all obligations of the Remarketing Agreement set forth in the [Trust Agreement,] [Officers' Certificate,] the Pledge Agreement and the Purchase Contract Agreement. (b) The Remarketing Agent agrees to (i1) to use commercially reasonable efforts to remarket the Remarketed Notes Securities tendered or deemed tendered to the Remarketing Agent in the Remarketing, (ii2) to notify the Issuers, the Depository and the Trustee Company promptly of the Reset Rate and (iii3) to carry out such other duties as are assigned to the Remarketing Agent in the Remarketing Procedures, all in accordance with the provisions of the Remarketing Procedures. (c) On the sixth Business Day prior to March - 2002, after identification by the Purchase Contract Agent of the number of Holders of Units electing to effect a Collateral Substitution, the Remarketing Agent shall purchase an option, excercisable for the delivery on March - 2002 of 100.25% of the Treasury Consideration in respect of such Notes. The Company and JES shall reimburse the Remarketing Agent for the purchase of the option. The Remarketing Agent shall notify the Purchase Contract Agent by 3:00 p.m on the sixth Business Day prior to March - 2002, of the [AMOUNT] [CASH] required, pursuant to the option, to purchase the Treasury Consideration necessary for a Holder to effect a Collateral Substitution. (d) On the third Business Day immediately preceding ______, 2002 the Purchase Contract Settlement Date (the "Remarketing Date"), the Remarketing Agent shall use commercially reasonable efforts to remarket, at a price at least equal to [100.25% %] of the Treasury ConsiderationStated Amount, the Remarketed Notes Securities tendered or deemed tendered for purchase. (ed) If, as a result of the efforts described in Section l(b2(b), the Remarketing Agent determines that it will be able to remarket all Remarketed Notes Securities tendered or deemed tendered for purchase at a price of at least equal to [100.25% %] of the Treasury Consideration Stated Amount prior to 4:00 P.M., p.m. (New York City time, ) on the Remarketing Date, the Remarketing Agent shall determine (i) set the Reset Rate, which shall be the Rate at a rate per annum (rounded to the nearest one-thousandth (0.001) of one percent per annum) that the Remarketing Agent determines, determines to be the lowest rate per annum that will enable it to remarket all of the Remarketed Notes Securities tendered or deemed tendered for purchase at a price equal to [100.25%] of the Stated Amount. (e) upon receipt of the proceeds from the Remarketing, the Remarketing and Agent shall: (ii1) purchase retain [25 basis points (.25%)] of the Treasury Consideration related Stated Amount for the performance of its services as Remarketing Agent hereunder; and (2) remit to the Collateral Agent all excess proceeds of the Remarketed Notes and Securities subject to the Notes for which Holders have effected a Collateral SubstitutionPledge Agreement. (f) If none of the holders of Remarketed Notes elects to have Remarketed Notes Securities remarketed in the Remarketing, the Remarketing Agent shall determine the rate (g) If the rate that would have been established had a Remarketing Agent cannot remarket the Notes been held on the Remarketing Date, and such rate shall be the Remarketing Agent will continue to attempt to remarket the Notes until June -, 2002Reset Rate. (hg) If, by 4:00 P.M., p.m. (New York City time, ) on June -, 2002the Remarketing Date, the Remarketing Agent is unable to remarket all Remarketed Notes Securities tendered or deemed tendered for purchase, a failed Remarketing ("Failed Remarketing") shall be deemed to have occurred, and the Remarketing Agent shall so advise by telephone the Purchase Contract AgentDTC, the TrusteeIndenture Trustee and the Company. In the event of a Failed Remarketing, the Company and JESReset Rate shall equal the Two-Year Benchmark Treasury rate plus the Applicable Margin. (ih) By approximately 4:30 P.M., New York City time, on the Remarketing Date, provided Provided that there has not been a Failed Remarketing, by approximately 4:30 p.m. (New York City time) on the Remarketing Date, the Remarketing Agent shall advise, by telephone telephone: (i1) DTC, the [, Property Trustee, the] Indenture Trustee and the Company and JES of the Reset Rate determined in the Remarketing and the number of Remarketed Notes Securities sold in the Remarketing, ; (ii2) each purchaser (or the Depositary participant Participant thereof) of Remarketed Securities of the Reset Rate and the number of Remarketed Notes Securities such purchaser is to purchase and purchase; and (iii3) each purchaser to give instructions to its the Depositary participant Participant to pay the purchase price on the March -, 2002 Purchase Contract Settlement Date in same day funds against delivery of the Remarketed Notes Securities purchased through the facilities of the DepositaryDTC. (j) In accordance with the Depositary's normal procedures, on __________, 2002, the transactions described above with respect to each Note tendered for purchase and sold in the Remarketing shall be executed through the Depositary, and the accounts of the respective Depositary participants shall be debited and credited and such Notes delivered by book-entry as necessary to effect purchases and sales of such Notes. The Depositary shall make payment in accordance with its normal procedures. (k) The tender and settlement procedures set in this Section 1, including provisions for payment by purchasers of the Notes in the Remarketing, shall be subject to modification to the extent required by the Depositary or if the book-entry system is no longer available for the Notes at the time of the Remarketing, to facilitate the tendering and remarketing of the Notes in certificated form. In addition, the Remarketing Agent may modify the settlement procedures set forth herein in order to facilitate the settlement process. (l) The Remarketing Agent shall remit to the Collateral Agent the Treasury Consideration subject to the Pledge Agreement.