Common use of Remarketing; Application of Proceeds; Settlement Clause in Contracts

Remarketing; Application of Proceeds; Settlement. (a) The Collateral Agent shall notify, not later than 10:00 a.m., New York City time, on the third Business Day preceding the Initial Remarketing Date or the first day of any subsequent Remarketing Period, as applicable, the Remarketing Agent of the aggregate number of Pledged Notes to be remarketed. The Collateral Agent shall, not later than 10:00 a.m., New York City time, on the third Business Day immediately preceding the Initial Remarketing Date or the first day of any subsequent Remarketing Period, as applicable, without any instruction from Holders of Equity Security Units, Transfer the Pledged Notes to the Remarketing Agent for remarketing. Upon the occurrence of a successful remarketing, the Remarketing Agent will deliver the Treasury Consideration purchased from the proceeds of the successful remarketing attributable to the Pledged Notes to the Purchase Contract Agent, which shall thereupon deliver such Treasury Consideration to the Collateral Agent. Upon receipt of such Treasury Consideration from the Purchase Contract Agent, the Collateral Agent, for the benefit of the Company, shall thereupon hold in the Collateral Account such Treasury Consideration to secure such Equity Security Units Holders' obligations under the Purchase Contracts and to fund the quarterly payment due to Equity Security Units Holders on the Stock Purchase Date in an amount equal to the quarterly interest payment on the Notes, calculated at the initial annual interest rate. On the Stock Purchase Date, the Collateral Agent shall, at the direction of the Company, (i) apply that portion of the payments received in respect of the Pledged Treasury Consideration equal to the aggregate Stated Amount of the related Equity Security Units to satisfy in full the obligations of such Equity Security Units Holders to pay the Purchase Price under the related Purchase Contracts and (ii) apply the remaining portion to pay the quarterly payment due to Equity Security Units Holders on such Stock Purchase Date in an amount equal to the quarterly interest payment on the Notes, calculated at the initial annual interest rate. (b) The Remarketing Agent shall make one or more attempts to remarket the Notes in accordance with the procedures set forth in the Purchase Contract Agreement and the Remarketing Agreement. If by 4:00 p.m., New York City time, on the fifth Business Day immediately preceding the Stock Purchase Date, the Remarketing Agent has failed to remarket the Notes at approximately, but not less than, 100.5% of the Remarketing Value, the Last Failed Remarketing shall be deemed to have occurred. Within three Business Days following the Last Failed Remarketing, the Pledged Notes delivered to the Remarketing Agent pursuant to Section 4.5(a) hereof shall be returned to the Collateral Agent. In this case, the Remarketing Agent shall advise the Collateral Agent in writing that it cannot remarket the related Pledged Notes of such Holders of Equity Security Units, and the Holders of Equity Security Units that have not made an Early Settlement, Merger Early Settlement or Cash Settlement shall be deemed to have directed the Company to sell or deliver the Pledged Notes in full satisfaction of their obligations under the Purchase Contracts. Pursuant to the written direction of the Company, the Collateral Agent, for the benefit of the Company, will sell or deliver the Pledged Notes in accordance with the Company's written direction to satisfy in full, from any such sale or delivery, such Holders' obligations under the related Purchase Contracts to pay the Purchase Price for the Common Stock; provided, that if upon the Last Failed Remarketing, the Collateral Agent sells or delivers the Pledged Notes in accordance with the written direction of the Company, any accrued and unpaid interest on such Notes will become payable by the Company to the Purchase Contract Agent for payment to the Holders of the Equity Security Units to which such Notes relate in accordance with the Purchase Contract Agreement. (c) In the event a Holder of Stripped Units has not effected a Cash Settlement, Early Settlement or Merger Early Settlement of the Purchase Contracts underlying its Stripped Units, such Holder shall be deemed to have elected to pay for the shares of Common Stock to be issued under such Purchase Contracts from the payments received in respect of the related Pledged Treasury Securities. Without receiving any instruction from any such Holder, the Collateral Agent shall apply such payments to the settlement of such Purchase Contracts on the Stock Purchase Date pursuant to the written instruction of the Purchase Contract Agent. In the event the payments received in respect of the related Pledged Treasury Securities are in excess of the aggregate Purchase Price under the Purchase Contracts being settled thereby, the Collateral Agent shall distribute such excess, when received, to the Purchase Contract Agent for the benefit of such Holders of the Stripped Units. (d) At any time after the Payment Date immediately preceding the Initial Remarketing Date and prior to 11:00 a.m., New York City time, on the fourth Business Day immediately preceding the Initial Remarketing Date or the first day of any subsequent Remarketing Period, as applicable, holders of Separate Notes may elect to

Remarketing; Application of Proceeds; Settlement. (a) The Collateral Pursuant to the Purchase Contract Agreement, the Purchase Contract Agent shall notify, not later than by 10:00 a.m., New York City time, on the third second Business Day immediately preceding the Initial Remarketing Date or the first day of any subsequent Remarketing Period, as applicableDate, the Remarketing Agent and the Collateral Agent of the aggregate number principal amount of Pledged Notes comprising part of Normal Units to be remarketed. The Collateral Agent shall, not later than by 10:00 a.m., New York City time, on the third Business Day immediately preceding the Initial Remarketing Date or the first day of any subsequent Remarketing Period, as applicableDate, without any instruction from Holders of Equity Security Normal Units, Transfer deliver (i) the Pledged Notes to be remarketed to the Remarketing Agent for remarketingremarketing and (ii) the remaining Pledged Notes to the Purchase Contract Agent for distribution to the Holders that have elected not to participate in the remarketing in accordance with the Purchase Contract Agreement. Upon the occurrence completion of a successful remarketing, after deducting as the remarketing fee an amount not exceeding 25 basis points (0.25%) of the Remarketing Value of such Pledged Notes, the Remarketing Agent will deliver the Treasury Consideration purchased from the proceeds of the successful such remarketing attributable to the Pledged Notes to the Purchase Contract Agent, which shall thereupon deliver such Treasury Consideration to the Collateral AgentAgent for the benefit of the Company to be held in Trust for the Company. Upon receipt of such Treasury Consideration from the Purchase Contract Agentproceeds following a successful remarketing, (i) the Collateral Agent, for the benefit of the Company, shall thereupon hold in the Collateral Account apply such Treasury Consideration to secure such Equity Security Units Holders' obligations under the Purchase Contracts and to fund the quarterly payment due to Equity Security Units Holders on the Stock Purchase Date proceeds in an amount equal to the quarterly interest payment on the Notes, calculated at the initial annual interest rate. On the Stock Purchase Date, the Collateral Agent shall, at the direction of the Company, (i) apply that portion of the payments received in respect of the Pledged Treasury Consideration equal to the aggregate Stated Amount of the related Equity Security Normal Units to satisfy in direct settlement and satisfaction in full the obligations of such Equity Security Normal Units Holders Holders' obligations to pay to the Company the Purchase Price under the related Purchase Contracts on the Stock Purchase Date and (ii) apply the remaining portion portion, if any, of the proceeds of such successful remarketing shall be distributed by the Remarketing Agent to pay the quarterly Purchase Contract Agent for payment due on a pro rata basis to Equity Security such Normal Units Holders on participating in such Stock Purchase Date in an amount equal to the quarterly interest payment on the Notes, calculated at the initial annual interest rateremarketing. (b) The Remarketing Agent shall agree to make one or more attempts to remarket the Notes in accordance with the procedures set forth in the Purchase Contract Agreement and the Remarketing AgreementAgreement between the Remarketing Date and the last Subsequent Remarketing Date. If by 4:00 p.m., New York City time, on the fifth third Business Day immediately preceding the Stock Purchase Date, Date the Remarketing Agent has failed to remarket the Notes at approximately, but not less than, 100.5a price equal to 100.25% of the Remarketing Valueaggregate principal amount of the Notes participating in the remarketing, the "Last Failed Remarketing Remarketing" shall be deemed to have occurred. Within three Business Days following the Last Failed Remarketing, the Pledged Notes delivered to the Remarketing Agent pursuant to Section 4.5(a) hereof shall be returned to the Collateral Agent. In this case, the Remarketing Agent shall will agree to advise the Collateral Agent in writing that it cannot remarket the related Pledged Notes of such Holders of Equity Security Units, Normal Units and the Holders of Equity Security Units that have not made an Early Settlement, Merger Early Settlement or Cash Settlement shall be deemed to have directed the Company to sell or deliver the Pledged Notes in full satisfaction of their obligations under the Purchase Contracts. Pursuant Remarketing Agent will agree pursuant to the written direction Remarketing Agreement to return to the Collateral Agent the Notes delivered to it pursuant to Section 4.5(a) within three Business Days of the Company, the Last Failed Remarketing. The Collateral Agent, for the benefit of the Company will, at the written direction of the Company, will sell deliver or deliver dispose of the Pledged Notes in accordance with the Company's written direction instructions to satisfy in full, from any such sale disposition or deliveryretention, such Holders' obligations under the related Purchase Contracts to pay the Purchase Price for the Common StockOrdinary Shares; provided, provided that if upon the Last Failed Remarketing, the Collateral Agent sells delivers or delivers disposes of the Pledged Notes in accordance with the written direction instructions of the Company, any accrued accumulated and unpaid interest on such Notes will become payable by the Company to the Purchase Contract Agent for payment to the Holders Holder of the Equity Security Normal Units to which such Notes relate in accordance with the Purchase Contract Agreement. (c) In the event a Holder of Stripped Units has not effected a Cash made an Early Settlement, Merger Early Settlement or Merger Early Cash Settlement of the Purchase Contracts underlying its Stripped Units, such Holder shall be deemed to have elected to pay for the shares of Common Stock Ordinary Shares to be issued under such Purchase Contracts from the payments received in respect of the related Pledged Treasury Securities. Without receiving any instruction from any such HolderHolder of Stripped Units, the Collateral Agent shall apply such payments to the Company in settlement of such Purchase Contracts on the Stock Purchase Date pursuant to the written instruction of instructions from the Purchase Contract Agent. In the event the payments received in respect of the related Pledged Treasury Securities are in excess of the aggregate Purchase Price under 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 payment to such Holders of the Stripped Units. (d) At any time after Pursuant to the Payment Date Remarketing Agreement and the Purchase Contract Agreement, on or prior to the thirteenth Business Day immediately preceding the Initial Remarketing Date and Stock Purchase Date, but no earlier than the sixteenth Business Day immediately preceding the Stock Purchase Date, holders of Separate Notes may elect to have their Separate Notes remarketed by delivering their Separate Notes, together with a notice of such election, substantially in the form of EXHIBIT C hereto, to the Custodial Agent. On the second Business Day immediately prior to 11:00 the Remarketing Date, by 10:00 a.m., New York City time, the Custodial Agent shall notify the Remarketing Agent of the aggregate principal amount of such Separate Notes to be remarketed. The Custodial Agent will hold such Separate Notes in an account separate from the Collateral Account. A holder of Separate Notes electing to have its Separate Notes 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 fourth thirteenth Business Day immediately preceding the Initial Stock Purchase Date, upon which notice the Custodial Agent will return such Separate Notes to such holder. On the Business Day immediately preceding the Remarketing Date or Date, the first day Custodial Agent at the written direction of any subsequent the Remarketing PeriodAgent will deliver to the Remarketing Agent for remarketing all Separate Notes delivered to the Custodial Agent pursuant to this Section 4.5(d) and not withdrawn pursuant to the terms hereof prior to such date. In the event of a successful remarketing, after deducting as applicablethe remarketing fee an amount not exceeding 25 basis points (0.25%) of the Remarketing Value of such Separate Notes, the Remarketing Agent will remit to the Custodial Agent, for the benefit of the holders of such Separate Notes, the portion of the proceeds from such remarketing equal to the amount calculated in respect of such Separate Notes as set forth in Section 5.4(b) of the Purchase Contract Agreement. If, despite using reasonable best efforts, the Remarketing Agent advises the Custodial Agent in writing that there has been a Last Failed Remarketing, the Remarketing Agent will promptly return such Notes to the Custodial Agent for redelivery to the holders of such Separate Notes. For purposes of this Section 4.5(d), a "holder" of Separate Notes may elect toshall mean the Person in whose name such Separate Notes are registered on the books of the registrar for the Notes.

Remarketing; Application of Proceeds; Settlement. (a) The Collateral Pursuant to the Purchase Contract Agreement, the Purchase Contract Agent shall notify, not later than by 10:00 a.m., New York City time, on the third Business Day preceding the Initial Remarketing Date or the first day of any subsequent Subsequent Remarketing PeriodDate, as applicablethe case may be, the Remarketing Agent and the Collateral Agent of the aggregate number principal amount of Pledged Notes comprising part of Normal Units to be remarketed. The Collateral Agent shall, not later than by 10:00 a.m., New York City time, on the third Business Day immediately preceding the Initial Remarketing Date or the first day of any subsequent Remarketing Period or any Subsequent Remarketing Period, as applicablethe case may be, without any instruction from Holders of Equity Security Normal Units, Transfer deliver the Pledged Notes to be remarketed to the Remarketing Agent for remarketing. Upon After deducting as the occurrence remarketing fee an amount not exceeding 25 basis points (.25%) of a successful remarketingthe total proceeds of such remarketing of Pledged Notes, the Remarketing Agent will deliver the Agent-purchased Treasury Consideration (as defined in the Purchase Contract Agreement) purchased from the proceeds of the successful remarketing attributable to the Pledged Notes to the Purchase Contract Agent, which shall thereupon deliver such Agent-purchased Treasury Consideration to the Collateral Agent. Upon receipt of such the Agent-purchased Treasury Consideration from the Purchase Contract AgentAgent following a successful remarketing, (i) the Collateral Agent, for the benefit of the Company, shall thereupon hold in the Collateral Account such Agent-Purchased Treasury Consideration to secure such Equity Security Normal Units Holders' obligations under the Purchase Contracts and to fund the quarterly interest payment due to Equity Security Normal Units Holders on the Stock Purchase Date in an amount equal Date, and (ii) the remaining portion, if any, of the proceeds of such successful remarketing shall be distributed by the Remarketing Agent to the quarterly interest Purchase Contract Agent for payment on the Notes, calculated at the initial annual interest rateto such Normal Units Holders participating in such remarketing. On the Stock Purchase Date, the Collateral Agent shall, at the direction of the Company, (i) shall apply that portion of the payments received in respect of the Pledged Treasury Consideration equal to the aggregate Stated Amount of the related Equity Security Normal Units to satisfy in full the obligations of such Equity Security Normal Units Holders to pay the Purchase Price under the related Purchase Contracts and (ii) apply the remaining portion to pay the quarterly interest payment due to Equity Security Normal Units Holders on such Stock Purchase Date Date, which such quarterly interest payment shall be paid on the Pledged Notes in an amount equal to the Coupon Rate for such quarterly interest payment on the Notes, calculated at the initial annual interest ratepayment. (b) Within three Business Days following a Failed Remarketing, the Notes delivered to the Remarketing Agent pursuant to Section 4.5(a) shall be returned to the Collateral Agent, together with written notice from the Remarketing Agent of the Failed Remarketing. The Collateral Agent, for the benefit of the Company, shall thereupon hold such Notes to secure the Normal Units Holders' obligations under the Purchase Contracts. The Remarketing Agent shall make one or more attempts to remarket the Notes in accordance with the procedures set forth in the Purchase Contract Agreement and the Remarketing Agreement, provided that the requirements of Section 5.4(b)(ii) of the Purchase Contract Agreement have been met. If by 4:00 p.m., New York City time, on the fifth Business Day immediately preceding the Stock Purchase Date, the Remarketing Agent has failed to remarket the Notes at approximately, but not less than, 100.5% of the Remarketing ValueValue (as described in the Purchase Contract Agreement), the Last Failed Remarketing shall be deemed to have occurred. Within three Business Days following the Last Failed Remarketing, the Pledged Notes delivered to the Remarketing Agent pursuant to Section 4.5(a) hereof shall be returned to the Collateral Agent. In this case, the Remarketing Agent shall advise the Collateral Agent in writing that it cannot remarket the related Pledged Notes of such Holders of Equity Security Normal Units, and the Holders of Equity Security Units that have not made an Early Settlement, Merger Early Settlement or Cash Settlement shall be deemed to have directed the Company to sell or deliver the Pledged Notes in full satisfaction of their obligations under the Purchase Contracts. Pursuant to the written direction of the Company, the The Collateral Agent, for the benefit of the Company will, at the written direction of the Company, will sell retain or deliver dispose of the Pledged Notes in accordance with the Company's written direction to applicable law and satisfy in full, from any such sale disposition or deliveryretention, such Holders' obligations under the related Purchase Contracts to pay the Purchase Price for the Common Stock; provided, that if upon the Last a Failed Remarketing, the Collateral Agent sells or delivers exercises such rights for the Pledged Notes in accordance with the written direction benefit of the CompanyCompany with respect to such Notes, any accrued and unpaid interest on such Notes will become payable by the Company to the Purchase Contract Agent for payment to the Holders Holder of the Equity Security Normal Units to which such Notes relate in accordance with the Purchase Contract Agreement. (c) In the event a Holder of Stripped Units has not effected made a Cash Settlement, Early Settlement or Merger Early Settlement of the Purchase Contracts underlying its Stripped Units, such Holder shall be deemed to have elected to pay for the shares of Common Stock to be issued under such Purchase Contracts from the payments received in respect of the related Pledged Treasury Securities. Without receiving any instruction from any such Holder, the Collateral Agent shall apply such payments to the settlement of such Purchase Contracts on the Stock Purchase Date pursuant to the written instruction of the Purchase Contract AgentDate. In the event the payments received in respect of the related Pledged Treasury Securities are in excess of the aggregate Purchase Price under 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 such Holders of the Stripped Units. (d) At Pursuant to the Remarketing Agreement and the Purchase Contract Agreement, on or prior to the fourth Business Day preceding the first day of any time after Remarketing Period, but no earlier than the Payment Date immediately preceding August 16, 2004, holders of Separate Notes may elect to have their Separate Notes remarketed by delivering their Separate Notes, together with a notice of such election, substantially in the Initial Remarketing Date and form of Exhibit C hereto, to the Custodial Agent. On the third Business Day prior to 11:00 the first day of any Remarketing Period, by 10:00 a.m., New York City time, the Custodial Agent shall notify the Remarketing Agent of the number of such Separate Notes to be remarketed. The Custodial Agent will hold such Separate Notes in an account separate from the Collateral Account. A holder of Separate Notes electing to have its Separate Notes 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 fourth fifth Business Day immediately preceding the Initial first day of any Remarketing Date or Period and any Subsequent Remarketing Period, upon which notice the Custodial Agent will return such Separate Notes to such holder. On the third Business Day immediately preceding the first day of any subsequent Remarketing Period and any Subsequent Remarketing Period, the Custodial Agent will deliver to the Remarketing Agent for remarketing all Separate Notes delivered to the Custodial Agent pursuant to this Section 4.5(d) and not withdrawn pursuant to the terms hereof prior to such date. The portion of the proceeds from such remarketing equal to the amount calculated in respect of such Separate Notes as applicable, set forth in Section 5.4(b) of the Purchase Contract Agreement will automatically be remitted by the Remarketing Agent to the Custodial Agent for the benefit of the holders of such Separate Notes. In addition, after deducting as the remarketing fee an amount not exceeding 25 basis points (.25%) of the total proceeds of such remarketing of such Separate Notes, the Remarketing Agent will remit to the Custodial Agent the remaining portion of the proceeds, if any, for the benefit of such holders of such Separate Notes. If, despite using its reasonable best efforts, the Remarketing Agent advises the Custodial Agent in writing that there has been a Failed Remarketing, the Remarketing Agent will promptly return such Separate Notes may elect toto the Custodial Agent for redelivery to such holders of such Separate Notes.

Remarketing; Application of Proceeds; Settlement. (a) The Collateral Pursuant to the Purchase Contract Agreement, the Purchase Contract Agent shall notify, not later than by 10:00 a.m., New York City time, on the third Business Day preceding the Initial Remarketing Date or the first day of any subsequent Subsequent Remarketing PeriodDate, as applicablethe case may be, the Remarketing Agent and the Collateral Agent of the aggregate number principal amount of Pledged Notes comprising part of Normal Units to be remarketed. The Collateral Agent shall, not later than by 10:00 a.m., New York City time, on the third Business Day immediately preceding the Initial Remarketing Date or the first day of any subsequent Remarketing Period or any Subsequent Remarketing Period, as applicablethe case may be, without any instruction from Holders of Equity Security Normal Units, Transfer deliver the Pledged Notes to be remarketed to the Remarketing Agent for remarketing. Upon After deducting as the occurrence remarketing fee an amount not exceeding 25 basis points (.25%) of a successful remarketingthe total proceeds of such remarketing of Pledged Notes, the Remarketing Agent will deliver the Agent- purchased Treasury Consideration (as defined in the Purchase Contract Agreement) purchased from the proceeds of the successful remarketing attributable to the Pledged Notes to the Purchase Contract Agent, which shall thereupon deliver such Agent-purchased Treasury Consideration to the Collateral Agent. Upon receipt of such the Agent-purchased Treasury Consideration from the Purchase Contract AgentAgent following a successful remarketing, (i) the Collateral Agent, for the benefit of the Company, shall thereupon hold in the Collateral Account such Agent-Purchased Treasury Consideration to secure such Equity Security Normal Units Holders' obligations under the Purchase Contracts and to fund the quarterly interest payment due to Equity Security Normal Units Holders on the Stock Purchase Date in an amount equal Date, and (ii) the remaining portion, if any, of the proceeds of such successful remarketing shall be distributed by the Remarketing Agent to the quarterly interest Purchase Contract Agent for payment on the Notes, calculated at the initial annual interest rateto such Normal Units Holders participating in such remarketing. On the Stock Purchase Date, the Collateral Agent shall, at the direction of the Company, (i) shall apply that portion of the payments received in respect of the Pledged Treasury Consideration equal to the aggregate Stated Amount of the related Equity Security Normal Units (i) at the written direction of the Company to satisfy in full the obligations of such Equity Security Normal Units Holders to pay the Purchase Price under the related Purchase Contracts and (ii) apply the remaining portion to pay the quarterly interest payment due to Equity Security Normal Units Holders on such Stock Purchase Date Date, which such quarterly interest payment shall be paid on the Pledged Notes in an amount equal to the Coupon Rate for such quarterly interest payment on the Notes, calculated at the initial annual interest ratepayment. (b) Within three Business Days following the Last Failed Remarketing, the Notes delivered to the Remarketing Agent pursuant to Section 4.5(a) hereof shall be returned to the Collateral Agent, together with written notice from the Remarketing Agent of the Last Failed Remarketing. The Collateral Agent, for the benefit of the Company, shall thereupon hold such Notes to secure the Normal Units Holders' obligations under the Purchase Contracts. The Remarketing Agent shall make one or more attempts to remarket the Notes in accordance with the procedures set forth in the Purchase Contract Agreement and the Remarketing Agreement, provided that the requirements of Section 5.4(b)(ii) of the Purchase Contract Agreement have been met. If by 4:00 p.m., New York City time, on the fifth Business Day immediately preceding the Stock Purchase Date, the Remarketing Agent has failed to remarket the Notes at approximately, but not less than, 100.5% of the Remarketing ValueValue (as described in the Purchase Contract Agreement), the Last Failed Remarketing shall be deemed to have occurred. Within three Business Days following the Last Failed Remarketing, the Pledged Notes delivered to the Remarketing Agent pursuant to Section 4.5(a) hereof shall be returned to the Collateral Agent. In this case, the Remarketing Agent shall advise the Collateral Agent in writing that it cannot remarket the related Pledged Notes of such Holders of Equity Security Normal Units. If any Holder of Notes exercises it right to put such Holder's Notes to the Company pursuant to the terms of the Indenture, and the Holders proceeds of Equity Security Units that have not made an Early Settlement, Merger Early Settlement or Cash Settlement the put shall be deemed paid (a) to have directed the Company Collateral Agent on behalf of such Holder to sell or deliver the Pledged Notes in full satisfaction of their obligations satisfy such Holder's obligation under the Purchase Contracts. Pursuant Contract if such Notes are part of a Normal Unit and (b) to the written direction Holder of such Notes if the Company, the Notes are Separate Notes. The Collateral Agent, for the benefit of the Company will, at the written direction of the Company, will sell retain or deliver dispose of the Pledged Notes in accordance with the Company's written direction to applicable law and satisfy in full, from any such sale disposition or deliveryretention, such Holders' obligations under the related Purchase Contracts to pay the Purchase Price for the Common Stock; provided, that if upon the Last a Failed Remarketing, the Collateral Agent sells or delivers exercises such rights for the Pledged Notes in accordance with the written direction benefit of the CompanyCompany with respect to such Notes, any accrued and unpaid interest on such Notes will become payable by the Company to the Purchase Contract Agent for payment to the Holders Holder of the Equity Security Normal Units to which such Notes relate in accordance with the Purchase Contract Agreement. (c) In the event a Holder of Stripped Units has not effected made a Cash Settlement, Early Settlement or Merger Early Settlement of the Purchase Contracts underlying its Stripped Units, such Holder shall be deemed to have elected to pay for the shares of Common Stock to be issued under such Purchase Contracts from the payments received in respect of the related Pledged Treasury Securities. Without receiving any instruction from any such Holder, the Collateral Agent shall apply such payments to the settlement of such Purchase Contracts on the Stock Purchase Date pursuant to the written instruction of the Purchase Contract AgentDate. In the event the payments received in respect of the related Pledged Treasury Securities are in excess of the aggregate Purchase Price under 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 such Holders of the Stripped Units. (d) At On or prior to the fourth Business Day preceding the first day of any time after Remarketing Period, but no earlier than the Payment Date immediately preceding _________, 2004, holders of Separate Notes may elect to have their Separate Notes remarketed by delivering their Separate Notes, together with a notice of such election, substantially in the Initial Remarketing Date and form of Exhibit C hereto, to the Custodial Agent. On the third Business Day prior to 11:00 the first day of any Remarketing Period, by 10:00 a.m., New York City time, the Custodial Agent shall notify the Remarketing Agent of the number of such Separate Notes to be remarketed. The Custodial Agent will hold such Separate Notes in an account separate from the Collateral Account. A holder of Separate Notes electing to have its Separate Notes 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 fourth [fifth] Business Day immediately preceding the Initial first day of any Remarketing Date or Period and any Subsequent Remarketing Period, upon which notice the Custodial Agent will return such Separate Notes to such holder. On the third Business Day immediately preceding the first day of any subsequent Remarketing Period and any Subsequent Remarketing Period, the Custodial Agent at the written direction of the Remarketing Agent will deliver to the Remarketing Agent for remarketing all Separate Notes delivered to the Custodial Agent pursuant to this Section 4.5(d) and not withdrawn pursuant to the terms hereof prior to such date. The portion of the proceeds from such remarketing equal to the amount calculated in respect of such Separate Notes as applicable, set forth in Section 5.4(b) of the Purchase Contract Agreement will automatically be remitted by the Remarketing Agent to the Custodial Agent for the benefit of the holders of such Separate Notes. In addition, after deducting as the remarketing fee an amount not exceeding 25 basis points (.25%) of the total proceeds of such remarketing of such Separate Notes, the Remarketing Agent will remit to the Custodial Agent the remaining portion of the proceeds, if any, for the benefit of such holders of such Separate Notes. If, despite using its reasonable best efforts, the Remarketing Agent advises the Custodial Agent in writing that there has been a Failed Remarketing, the Remarketing Agent will promptly return such Separate Notes may elect toto the Custodial Agent for redelivery to such holders of such Separate Notes.

Remarketing; Application of Proceeds; Settlement. (a) The Collateral Pursuant to the Forward Purchase Contract Agreement, the Forward Purchase Contract Agent shall notify, not later than by 10:00 a.m., New York City time, on the third Business Day preceding the Initial Remarketing Date or the first day of any subsequent Remarketing Period, as applicablethe case may be, the Remarketing Agent and the Collateral Agent of the aggregate number of Pledged Notes comprising part of Equity Units to be remarketed. The Collateral Agent shall, not later than by 10:00 a.m., New York City time, on the third Business Day immediately preceding the Initial Remarketing Date or the first day of any subsequent Remarketing Period, as applicablethe case may be, without any instruction from Holders of Equity Security Units, Transfer the Pledged Notes to be remarketed to the Remarketing Agent for remarketing. Upon the occurrence completion of a successful remarketingremarketing which occurs prior to the fourth Business Day preceding the Stock Purchase Date, after deducting as the remarketing fee an amount not exceeding 25 basis points (0.25%) of the total proceeds of such remarketing of Pledged Notes, the Remarketing Agent will deliver Transfer the Agent-purchased Treasury Consideration purchased from the proceeds of the successful remarketing attributable to the Pledged Notes to the Forward Purchase Contract Agent, which shall thereupon deliver Transfer such Agent-purchased Treasury Consideration to the Collateral Agent. Upon receipt of such the Agent-purchased Treasury Consideration from the Forward Purchase Contract AgentAgent following a successful remarketing, (i) the Collateral Agent, for the benefit of the Company, shall thereupon hold in the Collateral Account such Agent-purchased Treasury Consideration (as defined in the Forward Purchase Contract Agreement) to secure such Equity Security Units Holders' obligations under the Forward Purchase Contracts and to fund the quarterly interest payment or payments due to Equity Security Units Holders on the Stock Purchase Date in an amount equal Date, and (ii) the remaining portion, if any, of the proceeds of such successful remarketing shall be distributed by the Remarketing Agent to the quarterly interest Forward Purchase Contract Agent for payment on the Notes, calculated at the initial annual interest rateto such Equity Units Holders participating in such remarketing. On the Stock Purchase Date, the Collateral Agent shall, at the direction of the Company, (i) apply that portion of the payments received in respect of the Pledged Treasury Consideration equal to the aggregate Stated Amount of the related Equity Security Units to satisfy in full the obligations of such Equity Security Units Holders to pay the Purchase Price under the related Forward Purchase Contracts and (ii) apply the remaining portion to pay the quarterly interest payment due to Equity Security Units Holders on such Stock Purchase Date Date, which quarterly interest payment shall be paid on the Pledged Notes in an amount equal to the Coupon Rate for such quarterly interest payment payment. Upon completion of a successful remarketing which occurs on or after the fourth Business Day preceding the Stock Purchase Date, after deducting as the remarketing fee an amount not exceeding 25 basis points (0.25%) of the total proceeds of such remarketing of Pledged Notes, calculated at the initial annual interest rateRemarketing Agent will deliver the proceeds of such remarketing to the Forward Purchase Contract Agent, which shall thereupon deliver such proceeds to the Collateral Agent. Upon receipt of the proceeds from the Forward Purchase Contract Agent following a successful remarketing, (i) the Collateral Agent, for the benefit of the Company, shall thereupon apply such proceeds in direct settlement of the Equity Units Holders' obligations under the Forward Purchase Contracts and (ii) the remaining portion, if any, of the proceeds of such successful remarketing shall be distributed by the Remarketing Agent to the Forward Purchase Contract Agent for payment to such Equity Units Holders participating in such remarketing. (b) The Remarketing Agent shall make one or more attempts to remarket the Notes in accordance with the procedures set forth in the Forward Purchase Contract Agreement and the Remarketing Agreement. If by 4:00 p.m., New York City time, on the fifth third Business Day immediately preceding the Stock Purchase Date, the Remarketing Agent has failed to remarket the Notes at approximately, but not less than, 100.5100.25% of the Remarketing ValueValue (as described in the Forward Purchase Contract Agreement), the Last Failed Remarketing shall be deemed to have occurred. Within three Business Days following the Last Failed Remarketing, the Pledged Notes delivered to the Remarketing Agent pursuant to Section 4.5(a) hereof shall be returned to the Collateral Agent, together with written notice from the Remarketing Agent of such Last Failed Remarketing. In this case, the Remarketing Agent shall advise the Collateral Agent in writing that it cannot remarket the related Pledged Notes of such Holders of Equity Security Units, Units and the Holders of Equity Security Units that have not made an Early a Cash Settlement, Merger Early Settlement or Cash Merger Early Settlement shall be deemed to have directed the Company to sell retain or deliver dispose of the Pledged Notes in full satisfaction of their obligations under the Forward Purchase Contracts. Pursuant to the written direction of the Company, the The Collateral Agent, for the benefit of the Company will, at the written direction of the Company, will sell retain or deliver dispose of the Pledged Notes in accordance with the Company's written direction to applicable law and satisfy in full, from any such sale disposition or deliveryretention, such Holders' obligations under the related Purchase Contracts to pay the Purchase Price for the Common Stock; provided, that if upon the Last Failed Remarketing, the Collateral Agent sells or delivers exercises such rights for the Pledged Notes in accordance with the written direction benefit of the CompanyCompany with respect to such Notes, any accrued and unpaid interest on such Notes will become payable by the Company to the Forward Purchase Contract Agent for payment to the Holders of the Equity Security Units to which such Notes relate in accordance with the Forward Purchase Contract Agreement. (c) In the event a Holder of Stripped Units has not effected a Cash Settlement, Early Settlement or Merger Early Settlement of the Forward Purchase Contracts underlying its Stripped Units, such Holder shall be deemed to have elected to pay for the shares of Common Stock to be issued under such Forward Purchase Contracts from the payments received in respect of the related Pledged Treasury Securities. Without receiving any instruction from any such Holder, the Collateral Agent shall apply such payments to the settlement of such Forward Purchase Contracts on the Stock Purchase Date pursuant to the written instruction of the Purchase Contract AgentDate. In the event the payments received in respect of the related Pledged Treasury Securities are in excess of the aggregate Purchase Price under the Forward Purchase Contracts being settled thereby, the Collateral Agent shall distribute such excess, when received, to the Forward Purchase Contract Agent for the benefit of such Holders of the Stripped Units. (d) At any time after the Payment Date immediately preceding the Initial Remarketing Date and On or prior to 11:00 a.m., New York City time, on the fourth Business Day immediately preceding the Initial Remarketing Date or the first day of any subsequent Remarketing Period, as applicablebut no earlier than the Payment Date immediately preceding the last Payment Date before the Stock Purchase Date, holders of Separate Notes may elect toto have their Separate Notes remarketed by Transferring their Separate Notes and delivering a notice of such election, substantially in the form of Exhibit C hereto, to the Custodial Agent. On the third Business Day prior to the Remarketing Date or the first day of any subsequent Remarketing Period, by 10:00 a.m., New York City time, the Custodial Agent shall notify the Remarketing Agent of the number of such Separate Notes to be remarketed. The Custodial Agent will hold such Separate Notes in an account separate from the Collateral Account. A holder of Separate Notes electing to have its Separate Notes 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 fourth Business Day immediately preceding the applicable Remarketing Date or first day of a subsequent Remarketing Period, upon which notice the Custodial Agent will return such Separate Notes to such holder. On the third Business Day immediately preceding the Remarketing Date or the first day of any subsequent Remarketing Period, the Custodial Agent at the written direction of the Remarketing Agent will deliver to the Remarketing Agent for remarketing all Separate Notes delivered to the Custodial Agent pursuant to this Section 4.5(d) and not withdrawn pursuant to the terms hereof prior to such date. After deducting as the remarketing fee an amount not exceeding 25 basis points (0.25%) of the total proceeds of such remarketing of such Separate Notes, the Remarketing Agent will remit to the Custodial Agent the portion of the proceeds from such remarketing, if successful, equal to the amount calculated in respect of such Separate Notes as set forth in Section 1.6 of the Supplemental Indenture. If, despite using its commercially reasonable best efforts, the Remarketing Agent advises the Custodial Agent in writing that there has been a Failed Remarketing, the Remarketing Agent will promptly return such Separate Notes to the Custodial Agent for redelivery to such holders of such Separate Notes.

Remarketing; Application of Proceeds; Settlement. (a) The Collateral Pursuant to the Purchase Contract Agreement, the Purchase Contract Agent shall notify, not later than by 10:00 a.m., New York City time, on the third Business Day preceding the Initial Remarketing Date or the first day of any subsequent Remarketing Period, as applicable, the Remarketing Agent and the Collateral Agent of the aggregate number principal amount of Pledged Notes comprising part of Normal Units to be remarketed. The Collateral Agent shall, not later than by 10:00 a.m., New York City time, on the third Business Day immediately preceding the Initial Remarketing Date or the first day of any subsequent Remarketing Period, as applicable, without any instruction from Holders of Equity Security Normal Units, Transfer deliver (i) the Pledged Notes to be remarketed to the Remarketing Agent for remarketingremarketing and (ii) the remaining Pledged Notes to the Purchase Contract Agent for distribution to the Holders that have elected not to participate in the remarketing in accordance with the Purchase Contract Agreement. Upon the occurrence of a successful remarketing, the The Remarketing Agent will agree pursuant to the Remarketing Agreement to deliver the Agent-purchased Treasury Consideration purchased from the proceeds of the a successful remarketing attributable to the Pledged Notes to the Purchase Contract Agent, which shall thereupon deliver such Agent-purchased Treasury Consideration to the Collateral Agent. Upon receipt of such the Agent-purchased Treasury Consideration from the Purchase Contract AgentAgent following a Table of Contents successful remarketing, the Collateral Agent, for the benefit of the Company, shall thereupon hold in the Collateral Account such Agent-purchased Treasury Consideration to secure such Equity Security Units Holders' ’ obligations under the Purchase Contracts and to fund the quarterly payment due to Equity Security Units Holders on the Stock Purchase Date in an amount equal to the quarterly interest payment on the Notes, calculated at the initial annual interest rateContracts. On the Stock Purchase Date, the Collateral Agent shall, at the direction of the Company, (i) shall apply that portion of the payments received in respect of the Pledged Treasury Consideration equal to the aggregate Stated Amount of the related Equity Security Normal Units to satisfy in full the obligations of such Equity Security Holders of Normal Units Holders to pay the Purchase Price under the related Purchase Contracts and (ii) apply the Contracts. The remaining portion of such Proceeds, if any, shall be distributed by the Collateral Agent to pay the quarterly Purchase Contract Agent for payment due to Equity Security Units Holders on such Stock Purchase Date each Holder of a Normal Unit a cash payment in an amount equal to the 1/40, or 2.5%, of a quarterly interest payment on the Notes, calculated $1,000 principal amount of a Senior Note at the initial annual interest raterate of 6.00%. (b) Promptly following a Failed Remarketing, the Notes delivered to the Remarketing Agent and the Purchase Contract Agent pursuant to Section 4.5(a) shall be returned to the Collateral Agent, together with written notice from the Remarketing Agent of the Failed Remarketing. The Collateral Agent, for the benefit of the Company, shall thereupon hold such Notes to secure the obligations of Holders of Normal Units under the Purchase Contracts. The Remarketing Agent shall agree to make one or more attempts to remarket the Notes in accordance with the procedures set forth in the Purchase Contract Agreement and the Remarketing AgreementAgreement between the Remarketing Date and the Stock Purchase Date, provided that the requirements of Section 5.4(b)(ii) of the Purchase Contract Agreement have been met. If by 4:00 p.m., New York City time, on the fifth third Business Day immediately preceding the Stock Purchase Date, Date the Remarketing Agent has failed to remarket the Notes at approximately, but not less than, 100.5a price equal to at least 100.25% of the Remarketing Value, the “Last Failed Remarketing Remarketing” shall be deemed to have occurred. Within three Business Days following the Last Failed Remarketing, the Pledged Notes delivered to the Remarketing Agent pursuant to Section 4.5(a) hereof shall be returned to the Collateral Agent. In this case, the Remarketing Agent shall will agree to advise the Collateral Agent in writing that it cannot remarket the related Pledged Notes of such Holders of Equity Security Units, Normal Units and the Holders of Equity Security Units that have not made an Early Settlement, Merger Early Settlement or Cash Settlement shall be deemed to have directed the Company to sell or deliver the Pledged Notes in full satisfaction of their obligations under the Purchase Contracts. Pursuant Remarketing Agent will agree pursuant to the written direction of Remarketing Agreement to promptly return to the Company, Collateral Agent the Notes delivered to it pursuant to Section 4.5(a). The Collateral Agent, for the benefit of the Company will, at the written direction of the Company, will sell deliver or deliver dispose of the Pledged Notes in accordance with the Company's ’s written direction instructions to satisfy in full, from any such sale disposition or deliveryretention, such Holders' ’ obligations under the related Purchase Contracts to pay the Purchase Price for the Common Stock; provided, provided that if upon a Failed Remarketing or the Last Failed Remarketing, as the case may be, the Collateral Agent sells delivers or delivers disposes of the Pledged Notes in accordance with the written direction instructions of the Company, any accrued and unpaid interest on such Notes will become payable by the Company to the Purchase Contract Agent for payment to the Holders Holder of the Equity Security Normal Units to which such Notes relate in accordance with the Purchase Contract Agreement. (c) In the event a Holder of Stripped Units has not effected a Cash made an Early Settlement, Merger Early Settlement or Merger Early Cash Settlement of the Purchase Contracts underlying its Stripped Units, such Holder shall be deemed to have elected to pay for the shares of Common Stock to be issued under such Purchase Contracts from the payments received in respect of the related Pledged Treasury Securities. Without receiving any instruction Table of Contents from any such HolderHolder of Stripped Units, the Collateral Agent shall apply such payments to the settlement of such Purchase Contracts on the Stock Purchase Date pursuant to the written instruction of instructions from the Purchase Contract Agent. In the event the payments received in respect of the related Pledged Treasury Securities are in excess of the aggregate Purchase Price under 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 payment to such Holders of the Stripped Units. (d) At Pursuant to the Remarketing Agreement and Purchase Contract Agreement, on or prior to the fourth Business Day preceding the first day of any time after Remarketing Period, but no earlier than the Payment Date immediately preceding the Initial first day of such Remarketing Date and Period, holders of Separate Notes may elect to have their Separate Notes remarketed by delivering their Separate Notes, together with a notice of such election, substantially in the form of Exhibit C hereto, to the Custodial Agent. On the third Business Day prior to 11:00 the first day of any Remarketing Period, by 10:00 a.m., New York City time, the Custodial Agent shall notify the Remarketing Agent of the principal amount of such Separate Notes to be remarketed. The Custodial Agent will hold such Separate Notes in an account separate from the Collateral Account. A holder of Separate Notes electing to have its Separate Notes 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 fourth Business Day immediately preceding the Initial first day of any Remarketing Date or Period, upon which notice the Custodial Agent will return such Separate Notes to such holder. On the Business Day immediately preceding the first day of any subsequent Remarketing Period, the Custodial Agent will deliver to the Remarketing Agent for remarketing all Separate Notes delivered to the Custodial Agent pursuant to this Section 4.5(d) and not withdrawn pursuant to the terms hereof prior to such date. The portion of the proceeds from such remarketing equal to the amount calculated in respect of such Separate Notes as applicableset forth in Section 5.4(b) of the Purchase Contract Agreement will automatically be remitted by the Remarketing Agent to the Custodial Agent for the benefit of the holders of such Separate Notes. In addition, after deducting as the remarketing fee an amount not exceeding 25 basis points (.25%) of the Remarketing Value, the Remarketing Agent will remit to the Custodial Agent the remaining portion of the proceeds, if any, for payment to such holders. If, despite using commercially reasonable best efforts, the Remarketing Agent advises the Custodial Agent in writing that there has been a Failed Remarketing, the Remarketing Agent will promptly return such Notes to the Custodial Agent for redelivery to the holders of such Separate Notes. For purposes of this Section 4.5(d), a “holder” of Separate Notes may elect toshall mean the Person in whose name such Separate Notes is registered on the books of the registrar for the Notes. Table of Contents

Remarketing; Application of Proceeds; Settlement. (a) The Collateral Pursuant to the Purchase Contract Agreement, the Purchase Contract Agent shall notify, not later than by 10:00 a.m., New York City time, on the third Business Day preceding the Initial Remarketing Date or the first day of any subsequent Subsequent Remarketing PeriodDate, as applicablethe case may be, the Remarketing Agent and the Collateral Agent of the aggregate number principal amount of Pledged Notes comprising part of Normal Units to be remarketed. The Collateral Agent shall, not later than by 10:00 a.m., New York City time, on the third Business Day immediately preceding the Initial Remarketing Date or the first day of any subsequent Remarketing Period or any Subsequent Remarketing Period, as applicablethe case may be, without any instruction from Holders of Equity Security Normal Units, Transfer deliver the Pledged Notes to be remarketed to the Remarketing Agent for remarketing. Upon After deducting as the occurrence remarketing fee an amount not exceeding 25 basis points (.25%) of a successful remarketingthe total proceeds of such remarketing of Pledged Notes, the Remarketing Agent will deliver the Agent-purchased Treasury Consideration (as defined in the Purchase Contract Agreement) purchased from the proceeds of the successful remarketing attributable to the Pledged Notes to the Purchase Contract Agent, which shall thereupon deliver such Agent-purchased Treasury Consideration to the Collateral Agent. Upon receipt of such the Agent-purchased Treasury Consideration from the Purchase Contract AgentAgent following a successful remarketing, (i) the Collateral Agent, for the benefit of the Company, shall thereupon hold in the Collateral Account such Agent-Purchased Treasury Consideration to secure such Equity Security Normal Units Holders' obligations under the Purchase Contracts and to fund the quarterly interest payment due to Equity Security Normal Units Holders on the Stock Purchase Date in an amount equal Date, and (ii) the remaining portion, if any, of the proceeds of such successful remarketing shall be distributed by the Remarketing Agent to the quarterly interest Purchase Contract Agent for payment on the Notes, calculated at the initial annual interest rateto such Normal Units Holders participating in such remarketing. On the Stock Purchase Date, the Collateral Agent shall, at the direction of the Company, , (i) apply that portion of the payments received in respect of the Pledged Treasury Consideration equal to the aggregate Stated Amount of the related Equity Security Normal Units to satisfy in full the obligations of such Equity Security Normal Units Holders to pay the Purchase Price under the related Purchase Contracts and (ii) apply the remaining portion to pay the quarterly interest payment due to Equity Security Normal Units Holders on such Stock Purchase Date Date, which such quarterly interest payment shall be paid on the Pledged Notes in an amount equal to the Coupon Rate for such quarterly interest payment on the Notes, calculated at the initial annual interest ratepayment. (b) Within three Business Days following the Last Failed Remarketing, the Notes delivered to the Remarketing Agent pursuant to Section 4.5(a) hereof shall be returned to the Collateral Agent, together with written notice from the Remarketing Agent of the Last Failed Remarketing. The Collateral Agent, for the benefit of the Company, shall thereupon hold such Notes to secure the Normal Units Holders' obligations under the Purchase Contracts. The Remarketing Agent shall make one or more attempts to remarket the Notes in accordance with the procedures set forth in the Purchase Contract Agreement and the Remarketing Agreement, provided that the requirements of Section 5.4(b)(ii) of the Purchase Contract Agreement have been met. If by 4:00 p.m., New York City time, on the fifth Business Day immediately preceding the Stock Purchase Date, the Remarketing Agent has failed to remarket the Notes at approximately, but not less than, 100.5% of the Remarketing ValueValue (as described in the Purchase Contract Agreement), the Last Failed Remarketing shall be deemed to have occurred. Within three Business Days following the Last Failed Remarketing, the Pledged Notes delivered to the Remarketing Agent pursuant to Section 4.5(a) hereof shall be returned to the Collateral Agent. In this case, the Remarketing Agent shall advise the Collateral Agent in writing that it cannot remarket the related Pledged Notes of such Holders of Equity Security Normal Units. If any Holder of Notes exercises it right to put such Holder's Notes to the Company pursuant to the terms of the Indenture, and the Holders proceeds of Equity Security Units that have not made an Early Settlement, Merger Early Settlement or Cash Settlement the put shall be deemed paid (a) to have directed the Company Collateral Agent on behalf of such Holder to sell or deliver the Pledged Notes in full satisfaction of their obligations satisfy such Holder's obligation under the Purchase Contracts. Pursuant Contract if such Notes are part of a Normal Unit and (b) to the written direction Holder of such Notes if the Company, the Notes are Separate Notes. The Collateral Agent, for the benefit of the Company will, at the written direction of the Company, will sell retain or deliver dispose of the Pledged Notes in accordance with the Company's written direction to applicable law and satisfy in full, from any such sale disposition or deliveryretention, such Holders' obligations under the related Purchase Contracts to pay the Purchase Price for the Common Stock; provided, that if upon the Last a Failed Remarketing, the Collateral Agent sells or delivers exercises such rights for the Pledged Notes in accordance with the written direction benefit of the CompanyCompany with respect to such Notes, any accrued and unpaid interest on such Notes will become payable by the Company to the Purchase Contract Agent for payment to the Holders Holder of the Equity Security Normal Units to which such Notes relate in accordance with the Purchase Contract Agreement. (c) In the event a Holder of Stripped Units has not effected made a Cash Settlement, Early Settlement or Merger Early Settlement of the Purchase Contracts underlying its Stripped Units, such Holder shall be deemed to have elected to pay for the shares of Common Stock to be issued under such Purchase Contracts from the payments received in respect of the related Pledged Treasury Securities. Without receiving any instruction from any such Holder, the Collateral Agent shall apply such payments to the settlement of such Purchase Contracts on the Stock Purchase Date pursuant to the written instruction of the Purchase Contract AgentDate. In the event the payments received in respect of the related Pledged Treasury Securities are in excess of the aggregate Purchase Price under 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 such Holders of the Stripped Units. (d) At On or prior to the fourth Business Day preceding the first day of any time after Remarketing Period, but no earlier than the Payment Date immediately preceding August 16, 2004, holders of Separate Notes may elect to have their Separate Notes remarketed by delivering their Separate Notes, together with a notice of such election, substantially in the Initial Remarketing Date and form of Exhibit C hereto, to the Custodial Agent. On the third Business Day prior to 11:00 the first day of any Remarketing Period, by 10:00 a.m., New York City time, the Custodial Agent shall notify the Remarketing Agent of the number of such Separate Notes to be remarketed. The Custodial Agent will hold such Separate Notes in an account separate from the Collateral Account. A holder of Separate Notes electing to have its Separate Notes 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 fourth fifth Business Day immediately preceding the Initial first day of any Remarketing Date or Period and any Subsequent Remarketing Period, upon which notice the Custodial Agent will return such Separate Notes to such holder. On the third Business Day immediately preceding the first day of any subsequent Remarketing Period and any Subsequent Remarketing Period, the Custodial Agent at the written direction of the Remarketing Agent will deliver to the Remarketing Agent for remarketing all Separate Notes delivered to the Custodial Agent pursuant to this Section 4.5(d) and not withdrawn pursuant to the terms hereof prior to such date. The portion of the proceeds from such remarketing equal to the amount calculated in respect of such Separate Notes as applicable, set forth in Section 5.4(b) of the Purchase Contract Agreement will automatically be remitted by the Remarketing Agent to the Custodial Agent for the benefit of the holders of such Separate Notes. In addition, after deducting as the remarketing fee an amount not exceeding 25 basis points (.25%) of the total proceeds of such remarketing of such Separate Notes, the Remarketing Agent will remit to the Custodial Agent the remaining portion of the proceeds, if any, for the benefit of such holders of such Separate Notes. If, despite using its reasonable best efforts, the Remarketing Agent advises the Custodial Agent in writing that there has been a Failed Remarketing, the Remarketing Agent will promptly return such Separate Notes may elect toto the Custodial Agent for redelivery to such holders of such Separate Notes.

Remarketing; Application of Proceeds; Settlement. (a) The Collateral Pursuant to the Purchase Contract Agreement, the Purchase Contract Agent shall notify, not later than by 10:00 a.m., New York City time, on the third fourth Business Day immediately preceding the Initial September 16, 2004 or any Subsequent Remarketing Date or the first day of any subsequent Remarketing PeriodDate, as applicablethe case may be, the Remarketing Agent and the Collateral Agent of the aggregate number of Pledged Notes Preferred Securities comprising part of Normal Units to be remarketed. The Collateral Agent shall, not later than by 10:00 a.m., New York City time, on the third fourth Business Day immediately preceding the Initial September 16, 2004 or any Subsequent Remarketing Date or the first day of any subsequent Remarketing PeriodDate, as applicablethe case may be, without any instruction from Holders of Equity Security Normal Units, Transfer deliver (i) the Pledged Notes Preferred Securities to be remarketed to the Remarketing Agent for remarketingremarketing and (ii) the remaining Pledged Preferred Securities to the Purchase Contract Agent for distribution to the Holders that have elected not to participate in the remarketing in accordance with the Purchase Contract Agreement. Upon On or prior to the occurrence of a successful remarketingthird Business Day following the Remarketing Date or Subsequent Remarketing Date, as the case may be, the Remarketing Agent will deliver the Agent-purchased Treasury Consideration (as defined in the Purchase Contract Agreement) purchased from the proceeds of the successful remarketing attributable to the Pledged Notes to the Purchase Contract Agent, which shall thereupon deliver such Agent-purchased Treasury Consideration to the Collateral Agent. Upon receipt of such the Agent-purchased Treasury Consideration from the Purchase Contract AgentAgent following a successful remarketing, the Collateral Agent, for the benefit of the Company, shall thereupon hold in the Collateral Account apply such Treasury Consideration to secure such Equity Security Units Holders' obligations under the Purchase Contracts and to fund the quarterly payment due to Equity Security Units Holders on the Stock Purchase Date in an amount equal to the quarterly interest payment on the Notes, calculated at the initial annual interest rateContracts. On the Stock Purchase Date, the Collateral Agent shall, at the direction of the Company, (i) shall apply that portion of the payments received in respect of the Pledged Treasury Consideration equal to the aggregate Stated Amount of the related Equity Security Normal Units to satisfy in full the obligations of such Equity Security Holders of Normal Units Holders to pay the Purchase Price under the related Purchase Contracts and (ii) apply the Contracts. The remaining portion of such Proceeds, if any, shall be distributed by the Collateral Agent to pay the quarterly Purchase Contract Agent for payment due to Equity Security such Holders. Within three Business Days following a Failed Remarketing, the Preferred Securities delivered to the Remarketing Agent and the Purchase Contract Agent pursuant to Section 4.5(a) shall be returned to the Collateral Agent, together with written notice from the Remarketing Agent of the Failed Remarketing. The Collateral Agent, for the benefit of the Company, shall thereupon apply such Preferred Securities to secure the Normal Units Holders Holders' obligations under the Purchase Contracts. If the Remarketing Agent cannot remarket the Preferred Securities on such the Remarketing Date, the Remarketing Agent shall use its commercially reasonable best efforts to attempt to remarket Preferred Securities on each of the two Business Days immediately following the Remarketing Date and, if necessary, on each of the three Business Days immediately preceding November 1, 2004, and if necessary, on each of the three Business Days immediately preceding the Stock Purchase Date in an amount equal to the quarterly interest payment on the Notes, calculated at the initial annual interest rate. (b) The Remarketing Agent shall make one or more attempts to remarket the Notes in accordance with the remarketing procedures set forth described in Section 5.2(b) of the Purchase Contract Agreement and the Remarketing this Pledge Agreement. If by 4:00 p.m., New York City time, on the fifth Business Day immediately preceding the Stock Purchase Date, Date the Remarketing Agent has failed to remarket the Notes Preferred Securities at approximately, but not less than, 100.5% of the Remarketing Value, Value (as described in the Last Failed Remarketing shall be deemed to have occurred. Within three Business Days following the Last Failed Remarketing, the Pledged Notes delivered to the Remarketing Agent pursuant to Section 4.5(a) hereof shall be returned to the Collateral Agent. In this casePurchase Contract Agreement), the Remarketing Agent shall advise the Collateral Agent in writing that it cannot remarket the related Pledged Notes Preferred Securities of such Holders of Equity Security Normal Units, and the Holders of Equity Security Units that have not made an Early Settlement, Merger Early Settlement or Cash Settlement shall be deemed to have directed the Company to sell or deliver the Pledged Notes in full satisfaction of their obligations under the Purchase Contracts. Pursuant to the written direction of the Company, the The Collateral Agent, for the benefit of the Company will, at the written direction of the Company, will sell retain or deliver dispose of the Pledged Notes Preferred Securities in accordance with the Company's written direction to applicable law and satisfy in full, from any such sale disposition or deliveryretention, such Holders' obligations under the related Purchase Contracts to pay the Purchase Price for the Common Stock; provided, that if upon the Last a Failed Remarketing, the Collateral Agent sells or delivers exercises such rights for the Pledged Notes in accordance with the written direction benefit of the CompanyCompany with respect to such Pledged Preferred Securities, any accrued accumulated and unpaid interest distributions on such Notes Pledged Preferred Securities will become payable by the Company to the Purchase Contract Agent for payment to the Holders Holder of the Equity Security Normal Units to which such Notes relate Pledged Preferred Securities relates in accordance with the Purchase Contract Agreement. (cb) In the event a Holder of Stripped Units (if a Tax Event Redemption has not effected a Cash Settlement, occurred) has not made an Early Settlement or Merger Early Settlement of the Purchase Contracts underlying its Stripped Units, such Holder shall be deemed to have elected to pay for the shares of Common Stock to be issued under such Purchase Contracts from the payments received in respect of the related Pledged Treasury Securities. Without receiving any instruction from any such HolderHolder of Stripped Units, the Collateral Agent shall apply such payments to the settlement of such Purchase Contracts on the Stock Purchase Date pursuant to the written instruction of the Purchase Contract AgentDate. In the event the payments received in respect of the related Pledged Treasury Securities are in excess of the aggregate Purchase Price under 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 such Holders of the Stripped UnitsHolders. (dc) At any time after Pursuant to the Remarketing Agreement, on or prior to the fifth Business Day immediately preceding September 16, 2004, but no earlier than the Payment Date immediately preceding September 16, 2004, holders of Separate Preferred Securities may elect to have their Separate Preferred Securities remarketed by delivering their Separate Preferred Securities, together with a notice of such election, substantially in the Initial Remarketing Date and form of Exhibit C hereto, to the Custodial Agent. On the fourth Business Day prior to 11:00 September 16, 2004, by 10:00 a.m., New York City time, the Custodial Agent shall notify the Remarketing Agent of the number of such Separate Preferred Securities to be remarketed. The Custodial Agent will hold such Separate Preferred Securities in an account separate from the Collateral Account. A holder of Separate Preferred Securities electing to have its Separate Preferred 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, no later than 5:00 p.m., New York City time, on the fifth Business Day immediately preceding September 16, 2004, and any Subsequent Remarketing Date, upon which notice the Custodial Agent will return such Separate Preferred Securities to such holder. No later than 10:00 a.m., New York City, time on the fourth Business Day immediately preceding September 16, 2004, and any Subsequent Remarketing Date, the Initial Custodial Agent will deliver to the Remarketing Date or Agent for remarketing all Separate Preferred Securities delivered to the first day Custodial Agent pursuant to this Section 4.5(c) and not withdrawn pursuant to the terms hereof prior to such date. The portion of any subsequent the proceeds from such remarketing equal to the amount calculated in respect of such Separate Preferred Securities as set forth in Section 5.2(b) of the Purchase Contract Agreement will automatically be remitted by the Remarketing Period, as applicable, Agent to the Custodial Agent for the benefit of the holders of such Separate Notes may elect toPreferred Securities. In addition, after deducting as the remarketing fee an amount not exceeding 25 basis points (.25%) of the total proceeds of such remarketing, 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 best efforts, the Remarketing Agent advises the Custodial Agent in writing that there has been a Failed Remarketing, the Remarketing Agent will promptly return such Preferred Securities to the Custodial Agent for redelivery to such holders. In the event of a dissolution of the Trust and the distribution of the Senior Debentures as described in the Declaration, all references to "Separate Preferred Securities" in this Section 4.5(c) shall be deemed to be references to Senior Debentures which are not pledged hereunder or required to be part of the Collateral. ARTICLE V

Remarketing; Application of Proceeds; Settlement. (a) The Collateral Pursuant to the Purchase Contract Agreement, the Purchase Contract Agent shall notify, not later than by 10:00 a.m., New York City time, on the third Business Day preceding the Initial Remarketing Date or the first day of any subsequent Remarketing Period, as applicable, the Remarketing Agent and the Collateral Agent of the aggregate number principal amount of Pledged Notes comprising part of Normal Units to be remarketed. The Collateral Agent shall, not later than by 10:00 a.m., New York City time, on the third Business Day immediately preceding the Initial Remarketing Date or the first day of any subsequent Remarketing Period, as applicable, without any instruction from Holders of Equity Security Normal Units, Transfer deliver (i) the Pledged Notes to be remarketed to the Remarketing Agent for remarketingremarketing and (ii) the remaining Pledged Notes to the Purchase Contract Agent for distribution to the Holders that have elected not to participate in the remarketing in accordance with the Purchase Contract Agreement. Upon the occurrence of a successful remarketing, the The Remarketing Agent will agree pursuant to the Remarketing Agreement to deliver the Agent-purchased Treasury Consideration purchased from the proceeds of the a successful remarketing attributable to the Pledged Notes to the Purchase Contract Agent, which shall thereupon deliver such Agent-purchased Treasury Consideration to the Collateral Agent. Upon receipt of such the Agent-purchased Treasury Consideration from the Purchase Contract AgentAgent following a successful remarketing, the Collateral Agent, for the benefit of the Company, shall thereupon hold in the Collateral Account such Agent-purchased Treasury Consideration to secure such Equity Security Units Holders' obligations under the Purchase Contracts and to fund the quarterly payment due to Equity Security Units Holders on the Stock Purchase Date in an amount equal to the quarterly interest payment on the Notes, calculated at the initial annual interest rateContracts. On the Stock Purchase Date, the Collateral Agent shall, at the direction of the Company, (i) shall apply that portion of the payments received in respect of the Pledged Treasury Consideration ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇ equal to the aggregate Stated Amount of the related Equity Security Normal Units to satisfy in full the obligations of such Equity Security Holders of Normal Units Holders to pay the Purchase Price under the related Purchase Contracts and (ii) apply the Contracts. The remaining portion of such Proceeds, if any, shall be distributed by the Collateral Agent to pay the quarterly Purchase Contract Agent for payment due to Equity Security Units Holders on such Stock Purchase Date each Holder of a Normal Unit a cash payment in an amount equal to the 1/40, or 2.5%, of a quarterly interest payment on the Notes, calculated $1,000 principal amount of a Senior Note at the initial annual interest raterate of [ ]%. (b) Promptly following a Failed Remarketing, the Notes delivered to the Remarketing Agent and the Purchase Contract Agent pursuant to Section 4.5(a) shall be returned to the Collateral Agent, together with written notice from the Remarketing Agent of the Failed Remarketing. The Collateral Agent, for the benefit of the Company, shall thereupon hold such Notes to secure the obligations of Holders of Normal Units under the Purchase Contracts. The Remarketing Agent shall agree to make one or more attempts to remarket the Notes in accordance with the procedures set forth in the Purchase Contract Agreement and the Remarketing AgreementAgreement between the Remarketing Date and the Stock Purchase Date, provided that the requirements of Section 5.4(b)(ii) of the Purchase Contract Agreement have been met. If by 4:00 p.m., New York City time, on the fifth third Business Day immediately preceding the Stock Purchase Date, Date the Remarketing Agent has failed to remarket the Notes at approximately, but not less than, 100.5a price equal to at least 100.25% of the Remarketing Value, the "Last Failed Remarketing Remarketing" shall be deemed to have occurred. Within three Business Days following the Last Failed Remarketing, the Pledged Notes delivered to the Remarketing Agent pursuant to Section 4.5(a) hereof shall be returned to the Collateral Agent. In this case, the Remarketing Agent shall will agree to advise the Collateral Agent in writing that it cannot remarket the related Pledged Notes of such Holders of Equity Security Units, Normal Units and the Holders of Equity Security Units that have not made an Early Settlement, Merger Early Settlement or Cash Settlement shall be deemed to have directed the Company to sell or deliver the Pledged Notes in full satisfaction of their obligations under the Purchase Contracts. Pursuant Remarketing Agent will agree pursuant to the written direction of Remarketing Agreement to promptly return to the Company, Collateral Agent the Notes delivered to it pursuant to Section 4.5(a). The Collateral Agent, for the benefit of the Company will, at the written direction of the Company, will sell deliver or deliver dispose of the Pledged Notes in accordance with the Company's written direction instructions to satisfy in full, from any such sale disposition or deliveryretention, such Holders' obligations under the related Purchase Contracts to pay the Purchase Price for the Common Stock; provided, provided that if upon a Failed Remarketing or the Last Failed Remarketing, as the case may be, the Collateral Agent sells delivers or delivers disposes of the Pledged Notes in accordance with the written direction instructions of the Company, any accrued and unpaid interest on such Notes will become payable by the Company to the Purchase Contract Agent for payment to the Holders Holder of the Equity Security Normal Units to which such Notes relate in accordance with the Purchase Contract Agreement. (c) In the event a Holder of Stripped Units has not effected a Cash made an Early Settlement, Merger Early Settlement or Merger Early Cash Settlement of the Purchase Contracts underlying its Stripped Units, such Holder shall be deemed to have elected to pay for the shares of Common Stock to be issued under such Purchase Contracts from the payments received in respect of the related Pledged Treasury Securities. Without receiving any instruction from any such HolderHolder of Stripped Units, the Collateral Agent shall apply such payments to the settlement of such Purchase Contracts on the Stock Purchase Date pursuant to the written instruction of instructions from the Purchase Contract Agent. In the event the payments received in respect of the related Pledged Treasury Securities are in excess of the aggregate Purchase Price under 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 payment to such Holders of the Stripped Units. (d) At Pursuant to the Remarketing Agreement and Purchase Contract Agreement, on or prior to the fourth Business Day preceding the first day of any time after Remarketing Period, but no earlier than the Payment Date immediately preceding the Initial first day of such Remarketing Date and Period, holders of Separate Notes may elect to have their Separate Notes remarketed by delivering their Separate Notes, together with a notice of such election, substantially in the form of Exhibit C hereto, to the Custodial Agent. On the third Business Day prior to 11:00 the first day of any Remarketing Period, by 10:00 a.m., New York City time, the Custodial Agent shall notify the Remarketing Agent of the principal amount of such Separate Notes to be remarketed. The Custodial Agent will hold such Separate Notes in an account separate from the Collateral Account. A holder of Separate Notes electing to have its Separate Notes 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 fourth Business Day immediately preceding the Initial first day of any Remarketing Date or Period, upon which notice the Custodial Agent will return such Separate Notes to such holder. On the Business Day immediately preceding the first day of any subsequent Remarketing Period, the Custodial Agent will deliver to the Remarketing Agent for remarketing all Separate Notes delivered to the Custodial Agent pursuant to this Section 4.5(d) and not withdrawn pursuant to the terms hereof prior to such date. The portion of the proceeds from such remarketing equal to the amount calculated in respect of such Separate Notes as applicableset forth in Section 5.4(b) of the Purchase Contract Agreement will automatically be remitted by the Remarketing Agent to the Custodial Agent for the benefit of the holders of such Separate Notes. In addition, after deducting as the remarketing fee an amount not exceeding 25 basis points (.25%) of the total proceeds of such remarketing of such Separate Notes, the Remarketing Agent will remit to the Custodial Agent the remaining portion of the proceeds, if any, for payment to such holders. If, despite using commercially reasonable best efforts, the Remarketing Agent advises the Custodial Agent in writing that there has been a Failed Remarketing, the Remarketing Agent will promptly return such Notes to the Custodial Agent for redelivery to the holders of such Separate Notes. For purposes of this Section 4.5(d), a "holder" of Separate Notes may elect toshall mean the Person in whose name such Separate Notes is registered on the books of the registrar for the Notes.

Remarketing; Application of Proceeds; Settlement. (a) The Collateral Pursuant to the Purchase Contract Agreement, the Purchase Contract Agent shall notify, not later than by 10:00 a.m., New York City time, on the third Business Day preceding the Initial Remarketing Date or the first day of any subsequent Remarketing Period, as applicable, the Remarketing Agent and the Collateral Agent of the aggregate number principal amount of Pledged Notes comprising part of Normal Units to be remarketed. The Collateral Agent shall, not later than by 10:00 a.m., New York City time, on the third Business Day immediately preceding the Initial Remarketing Date or the first day of any subsequent Remarketing Period, as applicable, without any instruction from Holders of Equity Security Normal Units, Transfer deliver (i) the Pledged Notes to be remarketed to the Remarketing Agent for remarketingremarketing and (ii) the remaining Pledged Notes to the Purchase Contract Agent for distribution to the Holders that have elected not to participate in the remarketing in accordance with the Purchase Contract Agreement. Upon the occurrence of a successful remarketing, the The Remarketing Agent will agree pursuant to the Remarketing Agreement to deliver the Agent-purchased Treasury Consideration purchased from the proceeds of the a successful remarketing attributable to the Pledged Notes to the Purchase Contract Agent, which shall thereupon deliver such Agent-purchased Treasury Consideration to the Collateral Agent. Upon receipt of such the Agent-purchased Treasury Consideration from the Purchase Contract AgentAgent following a successful remarketing, the Collateral Agent, for the benefit of the Company, shall thereupon hold in the Collateral Account such Agent-purchased Treasury Consideration to secure such Equity Security Units Holders' ’ obligations under the Purchase Contracts and to fund the quarterly payment due to Equity Security Units Holders on the Stock Purchase Date in an amount equal to the quarterly interest payment on the Notes, calculated at the initial annual interest rateContracts. On the Stock Purchase Date, the Collateral Agent shall, at the direction of the Company, (i) shall apply that portion of the payments received in respect of the Pledged Treasury Consideration equal to the aggregate Stated Amount of the related Equity Security Normal Units to satisfy in full the obligations of such Equity Security Holders of Normal Units Holders to pay the Purchase Price under the related Purchase Contracts and (ii) apply the Contracts. The remaining portion of such Proceeds, if any, shall be distributed by the Collateral Agent to pay the quarterly Purchase Contract Agent for payment due to Equity Security Units Holders on such Stock Purchase Date each Holder of a Normal Unit a cash payment in an amount equal to the 1/40, or 2.5%, of a quarterly interest payment on the Notes, calculated $1,000 principal amount of a Senior Note at the initial annual interest raterate of 5.085%. (b) Promptly following a Failed Remarketing, the Notes delivered to the Remarketing Agent and the Purchase Contract Agent pursuant to Section 4.5(a) shall be returned to the Collateral Agent, together with written notice from the Remarketing Agent of the Failed Remarketing. The Collateral Agent, for the benefit of the Company, shall thereupon hold such Notes to secure the obligations of Holders of Normal Units under the Purchase Contracts. The Remarketing Agent shall agree to make one or more attempts to remarket the Notes in accordance with the procedures set forth in the Purchase Contract Agreement and the Remarketing AgreementAgreement between the Remarketing Date and the Stock Purchase Date, provided that the requirements of Section 5.4(b)(ii) of the Purchase Contract Agreement have been met. If by 4:00 p.m., New York City time, on the fifth third Business Day immediately preceding the Stock Purchase Date, Date the Remarketing Agent has failed to remarket the Notes at approximatelya price equal to at least 100.25% of the Remarketing Value (or, if the Remarketing Agent is unable to remarket the Notes at such a price, at a price below 100.25% in the discretion of the Remarketing Agent, but not in no event less than, 100.5than 100.00% of the Remarketing Value), the “Last Failed Remarketing Remarketing” shall be deemed to have occurred. Within three Business Days following the Last Failed Remarketing, the Pledged Notes delivered to the Remarketing Agent pursuant to Section 4.5(a) hereof shall be returned to the Collateral Agent. In this case, the Remarketing Agent shall will agree to advise the Collateral Agent in writing that it cannot remarket the related Pledged Notes of such Holders of Equity Security Units, Normal Units and the Holders of Equity Security Units that have not made an Early Settlement, Merger Early Settlement or Cash Settlement shall be deemed to have directed the Company to sell or deliver the Pledged Notes in full satisfaction of their obligations under the Purchase Contracts. Pursuant Remarketing Agent will agree pursuant to the written direction of Remarketing Agreement to promptly return to the Company, Collateral Agent the Notes delivered to it pursuant to Section 4.5(a). The Collateral Agent, for the benefit of the Company will, at the written direction of the Company, will sell deliver or deliver dispose of the Pledged Notes in accordance with the Company's ’s written direction instructions to satisfy in full, from any such sale disposition or deliveryretention, such Holders' ’ obligations under the related Purchase Contracts to pay the Purchase Price for the Common Stock; provided, provided that if upon a Failed Remarketing or the Last Failed Remarketing, as the case may be, the Collateral Agent sells delivers or delivers disposes of the Pledged Notes in accordance with the written direction instructions of the Company, any accrued and unpaid interest on such Notes will become payable by the Company to the Purchase Contract Agent for payment to the Holders Holder of the Equity Security Normal Units to which such Notes relate in accordance with the Purchase Contract Agreement. (c) In the event a Holder of Stripped Units has not effected a Cash Settlement, made an Early Settlement or Merger Early Settlement of the Purchase Contracts underlying its Stripped Units, such Holder shall be deemed to have elected to pay for the shares of Common Stock to be issued under such Purchase Contracts from the payments received in respect of the related Pledged Treasury Securities. Without receiving any instruction from any such HolderHolder of Stripped Units, the Collateral Agent shall apply such payments to the settlement of such Purchase Contracts on the Stock Purchase Date pursuant to the written instruction of instructions from the Purchase Contract Agent. In the event the payments received in respect of the related Pledged Treasury Securities are in excess of the aggregate Purchase Price under 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 payment to such Holders of the Stripped Units. (d) At Pursuant to the Remarketing Agreement and Purchase Contract Agreement, on or prior to the fourth Business Day preceding the first day of any time after Remarketing Period, but no earlier than the Payment Date immediately preceding the Initial first day of such Remarketing Date and Period, holders of Separate Notes may elect to have their Separate Notes remarketed by delivering their Separate Notes, together with a notice of such election, substantially in the form of Exhibit C hereto, to the Custodial Agent. On the third Business Day prior to 11:00 the first day of any Remarketing Period, by 10:00 a.m., New York City time, the Custodial Agent shall notify the Remarketing Agent of the principal amount of such Separate Notes to be remarketed. The Custodial Agent will hold such Separate Notes in an account separate from the Collateral Account. A holder of Separate Notes electing to have its Separate Notes 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 fourth Business Day immediately preceding the Initial first day of any Remarketing Date or Period, upon which notice the Custodial Agent will return such Separate Notes to such holder. On the Business Day immediately preceding the first day of any subsequent Remarketing Period, the Custodial Agent will deliver to the Remarketing Agent for remarketing all Separate Notes delivered to the Custodial Agent pursuant to this Section 4.5(d) and not withdrawn pursuant to the terms hereof prior to such date. The portion of the proceeds from such remarketing equal to the amount calculated in respect of such Separate Notes as applicableset forth in Section 5.4(b) of the Purchase Contract Agreement will automatically be remitted by the Remarketing Agent to the Custodial Agent for the benefit of the holders of such Separate Notes. In addition, after deducting as the remarketing fee an amount not exceeding 25 basis points (0.25%) of the Remarketing Value, the Remarketing Agent will remit to the Custodial Agent the remaining portion of the proceeds, if any, for payment to such holders. If, despite using commercially reasonable best efforts, the Remarketing Agent advises the Custodial Agent in writing that there has been a Failed Remarketing, the Remarketing Agent will promptly return such Notes to the Custodial Agent for redelivery to the holders of such Separate Notes. For purposes of this Section 4.5(d), a “holder” of Separate Notes shall mean the Person in whose name such Separate Notes is registered on the books of the registrar for the Notes. (e) The Collateral Agent, Custodial Agent and Securities Intermediary each covenant and agree that any Collateral, if and for so long as it is a Restricted Security, may elect tonot be sold or otherwise transferred in the absence of an effective registration statement under the Securities Act or an applicable exemption from the registration requirements under the Securities Act. Each of the Collateral Agent, Custodial Agent and Securities Intermediary further covenant and agree that any such Pledged Note that is a Restricted Security may not be sold or otherwise transferred pursuant to Rule 144A under the Securities Act.

Remarketing; Application of Proceeds; Settlement. (a) The Collateral Pursuant to the Purchase Contract Agreement, the Purchase Contract Agent shall notify, not later than by 10:00 a.m., New York City time, on the third Business Day preceding the Initial Remarketing Date or the first day of any subsequent a Remarketing Period, as applicable, the Remarketing Agent and the Collateral Agent of the aggregate number principal amount of Pledged Notes comprising part of Normal Units to be remarketed. The Collateral Agent shall, not later than by 10:00 a.m., New York City time, on the third Business Day immediately preceding the Initial Remarketing Date or the first day of any subsequent Remarketing Period, as applicable, without any instruction from Holders of Equity Security Normal Units, Transfer deliver the Pledged Notes to be remarketed to the Remarketing Agent for remarketing. Upon After deducting as the occurrence remarketing fee an amount not exceeding 25 basis points (.25%) of a successful remarketingthe total proceeds of such remarketing of Pledged Notes, the Remarketing Agent will deliver the Agent-purchased Treasury Consideration purchased from the proceeds of the successful remarketing attributable to the Pledged Notes to the Purchase Contract Agent, which shall thereupon deliver such Agent-purchased Treasury Consideration to the Collateral Agent. Upon receipt of such the Agent-purchased Treasury Consideration from the Purchase Contract AgentAgent following a successful remarketing pursuant to the Purchase Contract Agreement, (i) the Collateral Agent, for the benefit of the Company, shall thereupon hold in the Collateral Account such Agent-Purchased Treasury Consideration to secure such Equity Security Normal Units Holders' obligations under the Purchase Contracts and to fund the quarterly interest payment due to Equity Security Normal Units Holders on the Stock Purchase Date in an amount equal Date, and (ii) the remaining portion, if any, of the proceeds of such successful remarketing shall be distributed by the Remarketing Agent to the quarterly interest Purchase Contract Agent for payment on the Notes, calculated at the initial annual interest rateto such Normal Units Holders participating in such remarketing. On the Stock Purchase Date, the Collateral Agent shall, at the direction of the Company, (i) shall apply that portion of the payments received in respect of the Pledged Treasury Consideration equal to the aggregate Stated Amount of the related Equity Security Normal Units to satisfy in full the obligations of such Equity Security Normal Units Holders to pay the Purchase Price under the related Purchase Contracts and (ii) apply the remaining portion to pay the quarterly payment due to Equity Security Normal Units Holders on such Stock Purchase Date Date, which such quarterly payment shall be paid in an amount equal to the Coupon Rate for such quarterly interest payment on the Notes, calculated at the initial annual interest ratepayment. (b) Promptly following a Failed Remarketing, the Notes delivered to the Remarketing Agent pursuant to Section 4.5(a) shall be returned to the Collateral Agent. The Collateral Agent, for the benefit of the Company, shall thereupon hold such Notes to secure the Normal Units Holders' obligations under the Purchase Contracts. The Remarketing Agent shall make one or more attempts to remarket the Notes in accordance with the procedures set forth in the Purchase Contract Agreement and the Remarketing Agreement, provided that the requirements of Section 5.4(b)(ii) of the Purchase Contract Agreement have been met. If by 4:00 p.m., New York City time, on the fifth Business Day immediately preceding the Stock Purchase Date, the Remarketing Agent has failed to remarket the Notes at approximately, but not less than, 100.5a price equal to at least 100.25% of the Remarketing Value, the "Last Failed Remarketing Remarketing" shall be deemed to have occurred. Within three Business Days Promptly following the Last Failed Remarketing, the Pledged Notes delivered to the Remarketing Agent pursuant to Section 4.5(a) hereof shall be returned to the Collateral Agent. In this case, the Remarketing Agent shall advise the Collateral Agent in writing that it cannot remarket the related Pledged Notes of such Holders of Equity Security Units, and the Holders of Equity Security Units that have not made an Early Settlement, Merger Early Settlement or Cash Settlement shall be deemed to have directed the Company to sell or deliver the Pledged Notes in full satisfaction of their obligations under the Purchase Contracts. Pursuant to the written direction of the Company, the The Collateral Agent, for the benefit of the Company will, at the written direction of the Company, will sell retain or deliver dispose of the Pledged Notes in accordance with the Company's written direction to applicable law and satisfy in full, from any such sale disposition or deliveryretention, such Holders' obligations under the related Purchase Contracts to pay the Purchase Price for the Common Stock; provided, that if upon a Failed Remarketing or the Last Failed Remarketing, as the case may be, the Collateral Agent sells or delivers exercises such rights for the Pledged Notes in accordance with the written direction benefit of the CompanyCompany with respect to such Notes, any accrued and unpaid interest on such Notes will become payable by the Company to the Purchase Contract Agent for payment to the Holders Holder of the Equity Security Normal Units to which such Notes relate in accordance with the Purchase Contract Agreement. (c) In the event a Holder of Stripped Units has not effected made a Cash Settlement, Early Settlement or Merger Early Settlement of the Purchase Contracts underlying its Stripped Units, such Holder shall be deemed to have elected to pay for the shares of Common Stock to be issued under such Purchase Contracts from the payments received in respect of the related Pledged Treasury Securities. Without receiving any instruction from any such Holder, the Collateral Agent shall apply such payments to the settlement of such Purchase Contracts on the Stock Purchase Date pursuant to the written instruction of the Purchase Contract AgentDate. In the event the payments received in respect of the related Pledged Treasury Securities are in excess of the aggregate Purchase Price under 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 such Holders of the Stripped Units. (d) At Pursuant to the Remarketing Agreement and the Purchase Contract Agreement, on or prior to the fourth Business Day preceding the first day of any time after Remarketing Period, but no earlier than the Payment Date immediately preceding February 15, 2005, holders of Separate Notes may elect to have their Separate Notes remarketed by delivering their Separate Notes, together with a notice of such election, substantially in the Initial Remarketing Date and form of Exhibit A hereto, to the Custodial Agent. On the third Business Day prior to 11:00 the first day of any Remarketing Period, by 10:00 a.m., New York City time, the Custodial Agent shall notify the Remarketing Agent of the number of such Separate Notes to be remarketed. The Custodial Agent will hold such Separate Notes in an account separate from the Collateral Account. A holder of Separate Notes electing to have its Separate Notes remarketed will also have the right to withdraw such election by written notice to the Custodial Agent, substantially in the form of Exhibit B hereto, on or prior to the fourth Business Day immediately preceding the Initial first day of any Remarketing Date or Period, upon which notice the Custodial Agent will return such Separate Notes to such holder. On the Business Day immediately preceding the first day of any subsequent Remarketing Period, the Custodial Agent will deliver to the Remarketing Agent for remarketing all Separate Notes delivered to the Custodial Agent pursuant to this Section 4.5(d) and not withdrawn pursuant to the terms hereof prior to such date. The portion of the proceeds from such remarketing equal to the amount calculated in respect of such Separate Notes as applicable, set forth in Section 5.4(b) of the Purchase Contract Agreement will automatically be remitted by the Remarketing Agent to the Custodial Agent for the benefit of the holders of such Separate Notes. In addition, after deducting as the remarketing fee an amount not exceeding 25 basis points (.25%) of the total proceeds of such remarketing of such Separate Notes, the Remarketing Agent will remit to the Custodial Agent the remaining portion of the proceeds, if any, for the benefit of such holders of such Separate Notes. If, despite using commercially reasonable best efforts, there has been a Failed Remarketing or the Last Failed Remarketing, the Remarketing Agent will promptly return such Separate Notes may elect toto the Custodial Agent for redelivery to such holders of such Separate Notes.

Remarketing; Application of Proceeds; Settlement. (a) The Collateral Pursuant to the Purchase Contract Agreement, the Purchase Contract Agent shall notify, not later than by 10:00 a.m., New York City time, on the third second Business Day preceding the Initial Remarketing Date or the first day of any subsequent Remarketing Period, as applicableDate, the Remarketing Agent and the Collateral Agent of the aggregate number principal amount of Pledged Notes comprising part of Normal Units to be remarketed. The Collateral Agent shall, not later than by 10:00 a.m., New York City time, on the third Business Day immediately preceding the Initial Remarketing Date or the first day of any subsequent Remarketing Period, as applicableDate, without any instruction from Holders of Equity Security Normal Units, Transfer deliver (i) the Pledged Notes to be remarketed to the Remarketing Agent for remarketingremarketing and (ii) the remaining Pledged Notes to the Purchase Contract Agent for distribution to the Holders that have elected not to participate in the remarketing in accordance with the Purchase Contract Agreement. Upon the occurrence completion of a successful remarketing, after deducting as the remarketing fee an amount not exceeding 25 basis points (0.25%) of the total proceeds of such remarketing of Pledged Notes, the Remarketing Agent will deliver the Treasury Consideration purchased from the proceeds of the successful such remarketing attributable to the Pledged Notes to the Purchase Contract Agent, which shall thereupon deliver such Treasury Consideration proceeds to the Collateral AgentAgent for the benefit of the Company to be held in Trust for the Company. Upon receipt of such Treasury Consideration the proceeds from the Purchase Contract AgentAgent following a successful remarketing, (i) the Collateral Agent, for the benefit of the Company, shall thereupon hold in the Collateral Account apply such Treasury Consideration to secure such Equity Security Units Holders' obligations under the Purchase Contracts and to fund the quarterly payment due to Equity Security Units Holders on the Stock Purchase Date proceeds in an amount equal to the quarterly interest payment on the Notes, calculated at the initial annual interest rate. On the Stock Purchase Date, the Collateral Agent shall, at the direction of the Company, (i) apply that portion of the payments received in respect of the Pledged Treasury Consideration equal to the aggregate Stated Amount of the related Equity Security Normal Units to satisfy in direct settlement and satisfaction in full the obligations of such Equity Security Normal Units Holders Holders' obligations to pay the Purchase Price under the related Purchase Contracts on the Stock Purchase Date and (ii) apply the remaining portion portion, if any, of the proceeds of such successful remarketing shall be distributed by the Remarketing Agent and/or the Collateral Agent to pay the quarterly Purchase Contract Agent for payment due on a pro rata basis to Equity Security such Normal Units Holders on participating in such Stock Purchase Date in an amount equal to the quarterly interest payment on the Notes, calculated at the initial annual interest rateremarketing. (b) The Remarketing Agent shall agree to make one or more attempts to remarket the Notes in accordance with the procedures set forth in the Purchase Contract Agreement and the Remarketing AgreementAgreement between the Remarketing Date and the last Subsequent Remarketing Date. If by 4:00 p.m., New York City time, on the fifth third Business Day immediately preceding the Stock Purchase Date, Date the Remarketing Agent has failed to remarket the Notes at approximately, but not less than, 100.5a price equal to 100.25% of the Remarketing Valueaggregate principal amount of the Notes participating in the remarketing, the "Last Failed Remarketing Remarketing" shall be deemed to have occurred. Within three Business Days following the Last Failed Remarketing, the Pledged Notes delivered to the Remarketing Agent pursuant to Section 4.5(a) hereof shall be returned to the Collateral Agent. In this case, the Remarketing Agent shall will agree to advise the Collateral Agent in writing that it cannot remarket the related Pledged Notes of such Holders of Equity Security Units, Normal Units and the Holders of Equity Security Units that have not made an Early Settlement, Merger Early Settlement or Cash Settlement shall be deemed to have directed the Company to sell or deliver the Pledged Notes in full satisfaction of their obligations under the Purchase Contracts. Pursuant Remarketing Agent will agree pursuant to the written direction of Remarketing Agreement to promptly return to the Company, Collateral Agent the Notes delivered to it pursuant to Section 4.5(a). The Collateral Agent, for the benefit of the Company will, at the written direction of the Company, will sell deliver or deliver dispose of the Pledged Notes in accordance with the Company's written direction instructions to satisfy in full, from any such sale disposition or deliveryretention, such Holders' obligations under the related Purchase Contracts to pay the Purchase Price for the Common StockOrdinary Shares; provided, provided that if upon the Last Failed Remarketing, the Collateral Agent sells delivers or delivers disposes of the Pledged Notes in accordance with the written direction instructions of the Company, any accrued and unpaid interest on such Notes will become payable by the Company to the Purchase Contract Agent for payment to the Holders Holder of the Equity Security Normal Units to which such Notes relate in accordance with the Purchase Contract Agreement. (c) In the event a Holder of Stripped Units has not effected a Cash made an Early Settlement, Merger Early Settlement or Merger Early Cash Settlement of the Purchase Contracts underlying its Stripped Units, such Holder shall be deemed to have elected to pay for the shares of Common Stock Ordinary Shares to be issued under such Purchase Contracts from the payments received in respect of the related Pledged Treasury Securities. Without receiving any instruction from any such HolderHolder of Stripped Units, the Collateral Agent shall apply such payments to the Company in settlement of such Purchase Contracts on the Stock Purchase Date pursuant to the written instruction of instructions from the Purchase Contract Agent. In the event the payments received in respect of the related Pledged Treasury Securities are in excess of the aggregate Purchase Price under 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 payment to such Holders of the Stripped Units. (d) At any time after Pursuant to the Payment Date immediately Remarketing Agreement and Purchase Contract Agreement, on or prior to the thirteenth Business Day preceding the Initial Remarketing Date and prior to 11:00 a.m.Stock Purchase Date, New York City time, on but no earlier than the fourth sixteenth Business Day immediately preceding the Initial Remarketing Date or the first day of any subsequent Remarketing Period, as applicableStock Purchase Date, holders of Separate Notes may elect toto have their Separate Notes remarketed by delivering their Separate Notes,

Remarketing; Application of Proceeds; Settlement. (a) The Collateral Pursuant to the Purchase Contract Agreement, the Purchase Contract Agent shall notify, not later than by 10:00 a.m., New York City time, on the third second Business Day immediately preceding the Initial Remarketing Date or the first day of any subsequent Remarketing Period, as applicableDate, the Remarketing Agent and the Collateral Agent of the aggregate number principal amount of Pledged Notes comprising part of Normal Units to be remarketed. The Collateral Agent shall, not later than by 10:00 a.m., New York City time, on the third Business Day immediately preceding the Initial Remarketing Date or the first day of any subsequent Remarketing Period, as applicableDate, without any instruction from Holders of Equity Security Normal Units, Transfer deliver (i) the Pledged Notes to be remarketed to the Remarketing Agent for remarketingremarketing and (ii) the remaining Pledged Notes to the Purchase Contract Agent for distribution to the Holders that have elected not to participate in the remarketing in accordance with the Purchase Contract Agreement. Upon the occurrence completion of a successful remarketing, after deducting as the remarketing fee an amount not exceeding 25 basis points (0.25%) of the Remarketing Value of such Pledged Notes, the Remarketing Agent will deliver the Treasury Consideration purchased from the proceeds of the successful such remarketing attributable to the Pledged Notes to the Purchase Contract Agent, which shall thereupon deliver such Treasury Consideration to the Collateral AgentAgent for the benefit of the Company to be held in Trust for the Company. Upon receipt of such Treasury Consideration from the Purchase Contract Agentproceeds following a successful remarketing, (i) the Collateral Agent, for the benefit of the Company, shall thereupon hold in the Collateral Account apply such Treasury Consideration to secure such Equity Security Units Holders' obligations under the Purchase Contracts and to fund the quarterly payment due to Equity Security Units Holders on the Stock Purchase Date proceeds in an amount equal to the quarterly interest payment on the Notes, calculated at the initial annual interest rate. On the Stock Purchase Date, the Collateral Agent shall, at the direction of the Company, (i) apply that portion of the payments received in respect of the Pledged Treasury Consideration equal to the aggregate Stated Amount of the related Equity Security Normal Units to satisfy in direct settlement and satisfaction in full the obligations of such Equity Security Normal Units Holders Holders' obligations to pay to the Company the Purchase Price under the related Purchase Contracts on the Stock Purchase Date and (ii) apply the remaining portion portion, if any, of the proceeds of such successful remarketing shall be distributed by the Remarketing Agent to pay the quarterly Purchase Contract Agent for payment due on a pro rata basis to Equity Security such Normal Units Holders on participating in such Stock Purchase Date in an amount equal to the quarterly interest payment on the Notes, calculated at the initial annual interest rateremarketing. (b) The Remarketing Agent shall agree to make one or more attempts to remarket the Notes in accordance with the procedures set forth in the Purchase Contract Agreement and the Remarketing AgreementAgreement between the Remarketing Date and the last Subsequent Remarketing Date. If by 4:00 p.m., New York City time, on the fifth third Business Day immediately preceding the Stock Purchase Date, Date the Remarketing Agent has failed to remarket the Notes at approximately, but not less than, 100.5a price equal to 100.25% of the Remarketing Valueaggregate principal amount of the Notes participating in the remarketing, the "Last Failed Remarketing Remarketing" shall be deemed to have occurred. Within three Business Days following the Last Failed Remarketing, the Pledged Notes delivered to the Remarketing Agent pursuant to Section 4.5(a) hereof shall be returned to the Collateral Agent. In this case, the Remarketing Agent shall will agree to advise the Collateral Agent in writing that it cannot remarket the related Pledged Notes of such Holders of Equity Security Units, Normal Units and the Holders of Equity Security Units that have not made an Early Settlement, Merger Early Settlement or Cash Settlement shall be deemed to have directed the Company to sell or deliver the Pledged Notes in full satisfaction of their obligations under the Purchase Contracts. Pursuant Remarketing Agent will agree pursuant to the written direction Remarketing Agreement to return to the Collateral Agent the Notes delivered to it pursuant to Section 4.5(a) within three Business Days of the Company, the Last Failed Remarketing. The Collateral Agent, for the benefit of the Company will, at the written direction of the Company, will sell deliver or deliver dispose of the Pledged Notes in accordance with the Company's written direction instructions to satisfy in full, from any such sale disposition or deliveryretention, such Holders' obligations under the related Purchase Contracts to pay the Purchase Price for the Common StockOrdinary Shares; provided, provided that if upon the Last Failed Remarketing, the Collateral Agent sells delivers or delivers disposes of the Pledged Notes in accordance with the written direction instructions of the Company, any accrued accumulated and unpaid interest on such Notes will become payable by the Company to the Purchase Contract Agent for payment to the Holders Holder of the Equity Security Normal Units to which such Notes relate in accordance with the Purchase Contract Agreement. (c) In the event a Holder of Stripped Units has not effected a Cash made an Early Settlement, Merger Early Settlement or Merger Early Cash Settlement of the Purchase Contracts underlying its Stripped Units, such Holder shall be deemed to have elected to pay for the shares of Common Stock Ordinary Shares to be issued under such Purchase Contracts from the payments received in respect of the related Pledged Treasury Securities. Without receiving any instruction from any such HolderHolder of Stripped Units, the Collateral Agent shall apply such payments to the Company in settlement of such Purchase Contracts on the Stock Purchase Date pursuant to the written instruction of instructions from the Purchase Contract Agent. In the event the payments received in respect of the related Pledged Treasury Securities are in excess of the aggregate Purchase Price under 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 payment to such Holders of the Stripped Units. (d) At any time after Pursuant to the Payment Date immediately preceding Remarketing Agreement and the Initial Remarketing Date and Purchase Contract Agreement, on or prior to 11:00 a.m., New York City time, on the fourth thirteenth Business Day immediately preceding the Initial Remarketing Date or Stock Purchase Date, but no earlier than the first day of any subsequent Remarketing Period, as applicablesixteenth Business Day immediately preceding the Stock Purchase Date, holders of Separate Notes may elect toto have their Separate Notes remarketed by delivering their Separate Notes, together with a notice of such election, substantially in the form of EXHIBIT C hereto, to the Custodial Agent. On the second Business Day immediately prior to the

Remarketing; Application of Proceeds; Settlement. (a) The Collateral Pursuant to the Purchase Contract Agreement, the Purchase Contract Agent shall notify, not later than by 10:00 a.m., New York City time, on the third second Business Day immediately preceding the Initial Remarketing Date or the first day of any subsequent Remarketing Period, as applicableDate, the Remarketing Agent and the Collateral Agent of the aggregate number principal amount of Pledged Notes comprising part of Normal Units to be remarketed. The Collateral Agent shall, not later than by 10:00 a.m., New York City time, on the third Business Day immediately preceding the Initial Remarketing Date or the first day of any subsequent Remarketing Period, as applicableDate, without any instruction from Holders of Equity Security Normal Units, Transfer deliver (i) the Pledged Notes to be remarketed to the Remarketing Agent for remarketingremarketing and (ii) the remaining Pledged Notes to the Purchase Contract Agent for distribution to the Holders that have elected not to participate in the remarketing in accordance with the Purchase Contract Agreement. Upon the occurrence completion of a successful remarketing, the Remarketing Agent will deliver the Treasury Consideration purchased from the proceeds of the successful such remarketing attributable to the Pledged Notes to the Purchase Contract Agent, which shall thereupon deliver such Treasury Consideration to the Collateral AgentAgent for the benefit of the Company to be held in Trust for the Company. Upon receipt of such Treasury Consideration from the Purchase Contract Agentproceeds following a successful remarketing, (i) the Collateral Agent, for the benefit of the Company, shall thereupon hold in the Collateral Account apply such Treasury Consideration to secure such Equity Security Units Holders' obligations under the Purchase Contracts and to fund the quarterly payment due to Equity Security Units Holders on the Stock Purchase Date proceeds in an amount equal to the quarterly interest payment on the Notes, calculated at the initial annual interest rate. On the Stock Purchase Date, the Collateral Agent shall, at the direction of the Company, (i) apply that portion of the payments received in respect of the Pledged Treasury Consideration equal to the aggregate Stated Amount of the related Equity Security Normal Units to satisfy in direct settlement and satisfaction in full the obligations of such Equity Security Normal Units Holders Holders’ obligations to pay to the Company the Purchase Price under the related Purchase Contracts on the Stock Purchase Date and (ii) apply the remaining portion portion, if any, of the proceeds of such successful remarketing shall be distributed by the Remarketing Agent to pay the quarterly Purchase Contract Agent for payment due on a pro rata basis to Equity Security such Normal Units Holders on participating in such Stock Purchase Date in an amount equal to the quarterly interest payment on the Notes, calculated at the initial annual interest rateremarketing. (b) The Remarketing Agent shall agree to make one or more attempts to remarket re-market the Notes in accordance with the procedures set forth in the Purchase Contract Agreement and the Remarketing AgreementAgreement between the Remarketing Date and the last Subsequent Remarketing Date. If by 4:00 p.m., New York City time, on the fifth third Business Day immediately preceding the Stock Purchase Date, Date the Remarketing Agent has failed to remarket the Notes at approximately, but not less than, 100.5a price equal to 100% of the Remarketing Valueaggregate principal amount of the Notes participating in the remar-keting, the “Last Failed Remarketing Remarketing” shall be deemed to have occurred. Within three Business Days following the Last Failed Remarketing, the Pledged Notes delivered to the Remarketing Agent pursuant to Section 4.5(a) hereof shall be returned to the Collateral Agent. In this case, the Remarketing Re-marketing Agent shall will agree to advise the Collateral Agent in writing that it cannot remarket the related Pledged Notes of such Holders of Equity Security Units, Normal Units and the Holders of Equity Security Units that have not made an Early Settlement, Merger Early Settlement or Cash Settlement shall be deemed to have directed the Company to sell or deliver the Pledged Notes in full satisfaction of their obligations under the Purchase Contracts. Pursuant Remarketing Agent will agree pursuant to the written direction Remarketing Agreement to return to the Collateral Agent the Notes delivered to it pursuant to Section 4.5(a) within three Business Days of the Company, the Last Failed Remarketing. The Collateral Agent, for the benefit of the Company will, at the written direction of the Company, will sell deliver or deliver dispose of the Pledged Notes in accordance with the Company's ’s written direction instructions to satisfy in full, from any such sale disposition or deliveryretention, such Holders' ’ obligations under the related Purchase Contracts to pay the Purchase Price for the Common StockOrdinary Shares; provided, provided that if upon the Last Failed Remarketing, the Collateral Agent sells delivers or delivers disposes of the Pledged Notes in accordance with the written direction instructions of the Company, any accrued accumulated and unpaid interest on such Notes will become payable by the Company to the Purchase Contract Agent for payment to the Holders Holder of the Equity Security Normal Units to which such Notes relate in accordance with the Purchase Contract Agreement. (c) In the event a Holder of Stripped Units has not effected a Cash made an Early Settlement, Fundamental Change Early Settlement or Merger Early Cash Settlement of the Purchase Contracts underlying its Stripped Units, such Holder shall be deemed to have elected to pay for the shares of Common Stock Ordinary Shares to be issued under such Purchase Contracts from the payments received in respect of the related Pledged Treasury Securities. Without receiving any instruction from any such HolderHolder of Stripped Units, the Collateral Agent shall apply such payments to the Company in settlement of such Purchase Contracts on the Stock Purchase Date pursuant to the written instruction of instructions from the Purchase Contract Agent. In the event the payments received in respect of the related Pledged Treasury Securities are in excess of the aggregate Purchase Price under 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 payment to such Holders of the Stripped Units. (d) At any time after Pursuant to the Payment Date Remarketing Agreement and the Purchase Contract Agreement, on or prior to the thirteenth Business Day immediately preceding the Initial Remarketing Date and Stock Purchase Date, but no earlier than the sixteenth Business Day immediately preceding the Stock Purchase Date, holders of Separate Notes may elect to have their Separate Notes remarketed by delivering their Separate Notes, together with a notice of such election, substantially in the form of Exhibit C hereto, to the Custodial Agent. On the second Business Day immediately prior to 11:00 the Remar-keting Date, by 10:00 a.m., New York City time, the Custodial Agent shall notify the Remar-keting Agent of the aggregate principal amount of such Separate Notes to be remarketed. The Custodial Agent will hold such Separate Notes in an account separate from the Collateral Account. A holder of Separate Notes electing to have its Separate Notes 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 fourth thirteenth Business Day immediately preceding the Initial Stock Purchase Date, upon which notice the Custodial Agent will return such Separate Notes to such holder. On the Business Day immediately preceding the Remarketing Date or Date, the first day Custodial Agent at the written direction of any subsequent the Remarketing PeriodAgent will deliver to the Remarketing Agent for remarketing all Separate Notes delivered to the Custodial Agent pursuant to this Section 4.5(d) and not withdrawn pursuant to the terms hereof prior to such date. In the event of a successful remarketing, the Remarketing Agent will remit to the Custodial Agent, for the benefit of the holders of such Separate Notes, the portion of the proceeds from such remarketing equal to the amount calculated in respect of such Separate Notes as applicableset forth in Section 5.4(b) of the Purchase Contract Agreement. If, despite using reasonable best efforts, the Remarketing Agent advises the Custodial Agent in writing that there has been a Last Failed Remarketing, the Remar-keting Agent will promptly return such Notes to the Custodial Agent for redelivery to the holders of such Separate Notes. For purposes of this Section 4.5(d), a “holder” of Separate Notes may elect toshall mean the Person in whose name such Separate Notes are registered on the books of the registrar for the Notes.

Remarketing; Application of Proceeds; Settlement. (a) The Collateral Pursuant to the Purchase Contract Agreement, the Purchase Contract Agent shall notify, not later than by 10:00 a.m., New York City time, on the third Business Day preceding the Initial Remarketing Date or the first day of any subsequent Remarketing Period, as applicable, the Remarketing Agent and the Collateral Agent of the aggregate number principal amount of Pledged Notes comprising part of Normal Units to be remarketed. The Collateral Agent shall, not later than by 10:00 a.m., New York City time, on the third Business Day immediately preceding the Initial Remarketing Date or the first day of any subsequent Remarketing Period, as applicable, without any instruction from Holders of Equity Security Normal Units, Transfer deliver (i) the Pledged Notes to be remarketed to the Remarketing Agent for remarketingremarketing and (ii) the remaining Pledged Notes to the Purchase Contract Agent for distribution to the Holders that have elected not to participate in the remarketing in accordance with the Purchase Contract Agreement. Upon the occurrence of a successful remarketing, the The Remarketing Agent will agree pursuant to the Remarketing Agreement to deliver the Agent-purchased Treasury Consideration purchased from the proceeds of the a successful remarketing attributable to the Pledged Notes to the Purchase Contract Agent, which shall thereupon deliver such Agent-purchased Treasury Consideration to the Collateral Agent. Upon receipt of such the Agent-purchased Treasury Consideration from the Purchase Contract AgentAgent following a successful remarketing, the Collateral Agent, for the benefit of the Company, shall thereupon hold in the Collateral Account such Agent-purchased Treasury Consideration to secure such Equity Security Units Holders' obligations under the Purchase Contracts and to fund the quarterly payment due to Equity Security Units Holders on the Stock Purchase Date in an amount equal to the quarterly interest payment on the Notes, calculated at the initial annual interest rateContracts. On the Stock Purchase Date, the Collateral Agent shall, at the direction of the Company, (i) shall apply that portion of the payments received in respect of the Pledged Treasury Consideration equal to the aggregate Stated Amount of the related Equity Security Normal Units to satisfy in full the obligations of such Equity Security Holders of Normal Units Holders to pay the Purchase Price under the related Purchase Contracts and (ii) apply the Contracts. The remaining portion of such Proceeds, if any, shall be distributed by the Collateral Agent to pay the quarterly Purchase Contract Agent for payment due to Equity Security Units Holders on such Stock Purchase Date each Holder of a Normal Unit a cash payment in an amount equal to the 1/[__], or [__]%, of a quarterly interest payment on the Notes, calculated $[____] principal amount of the Notes at the initial annual interest raterate of [___]%. (b) Promptly following a Failed Remarketing, the Notes delivered to the Remarketing Agent and the Purchase Contract Agent pursuant to Section 4.5(a) shall be returned to the Collateral Agent, together with written notice from the Remarketing Agent of the Failed Remarketing. The Collateral Agent, for the benefit of the Company, shall thereupon hold such Notes to secure the obligations of Holders of Normal Units under the Purchase Contracts. The Remarketing Agent shall agree to make one or more attempts to remarket the Notes in accordance with the procedures set forth in the Purchase Contract Agreement and the Remarketing AgreementAgreement between the Remarketing Date and the Stock Purchase Date, provided that the requirements of Section 5.4(b)(ii) of the Purchase Contract Agreement have been met. If by 4:00 p.m., New York City time, on the fifth third Business Day immediately preceding the Stock Purchase Date, Date the Remarketing Agent has failed to remarket the Notes at approximately, but not less than, 100.5a price equal to at least [____]% of the Remarketing Value, the "Last Failed Remarketing Remarketing" shall be deemed to have occurred. Within three Business Days following the Last Failed Remarketing, the Pledged Notes delivered to the Remarketing Agent pursuant to Section 4.5(a) hereof shall be returned to the Collateral Agent. In this case, the Remarketing Agent shall will agree to advise the Collateral Agent in writing that it cannot remarket the related Pledged Notes of such Holders of Equity Security Units, Normal Units and the Holders of Equity Security Units that have not made an Early Settlement, Merger Early Settlement or Cash Settlement shall be deemed to have directed the Company to sell or deliver the Pledged Notes in full satisfaction of their obligations under the Purchase Contracts. Pursuant Remarketing Agent will agree pursuant to the written direction of Remarketing Agreement to promptly return to the Company, Collateral Agent the Notes delivered to it pursuant to Section 4.5(a). The Collateral Agent, for the benefit of the Company will, at the written direction of the Company, will sell deliver or deliver dispose of the Pledged Notes in accordance with the Company's written direction instructions to satisfy in full, from any such sale disposition or deliveryretention, such Holders' obligations under the related Purchase Contracts to pay the Purchase Price for the Common Stock; provided, provided that if upon a Failed Remarketing or the Last Failed Remarketing, as the case may be, the Collateral Agent sells delivers or delivers disposes of the Pledged Notes in accordance with the written direction instructions of the Company, any accrued and unpaid interest on such Notes will become payable by the Company to the Purchase Contract Agent for payment to the Holders Holder of the Equity Security Normal Units to which such Notes relate in accordance with the Purchase Contract Agreement. (c) In the event a Holder of Stripped Units has not effected a Cash made an Early Settlement, Merger Early Settlement or Merger Early Cash Settlement of the Purchase Contracts underlying its Stripped Units, such Holder shall be deemed to have elected to pay for the shares of Common Stock to be issued under such Purchase Contracts from the payments received in respect of the related Pledged Treasury Securities. Without receiving any instruction from any such HolderHolder of Stripped Units, the Collateral Agent shall apply such payments to the settlement of such Purchase Contracts on the Stock Purchase Date pursuant to the written instruction of instructions from the Purchase Contract Agent. In the event the payments received in respect of the related Pledged Treasury Securities are in excess of the aggregate Purchase Price under 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 payment to such Holders of the Stripped Units. (d) At Pursuant to the Remarketing Agreement and Purchase Contract Agreement, on or prior to the fourth Business Day preceding the first day of any time after Remarketing Period, but no earlier than the Payment Date immediately preceding the Initial first day of such Remarketing Date and Period, holders of Separate Notes may elect to have their Separate Notes remarketed by delivering their Separate Notes, together with a notice of such election, substantially in the form of Exhibit C hereto, to the Custodial Agent. On the third Business Day prior to 11:00 the first day of any Remarketing Period, by 10:00 a.m., New York City time, the Custodial Agent shall notify the Remarketing Agent of the principal amount of such Separate Notes to be remarketed. The Custodial Agent will hold such Separate Notes in an account separate from the Collateral Account. A holder of Separate Notes electing to have its Separate Notes 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 fourth Business Day immediately preceding the Initial first day of any Remarketing Date or Period, upon which notice the Custodial Agent will return such Separate Notes to such holder. On the Business Day immediately preceding the first day of any subsequent Remarketing Period, as applicable, holders of the Custodial Agent will deliver to the Remarketing Agent for remarketing all Separate Notes may elect todelivered to the Custodial Agent pursuant to this Section 4.5(d) and not withdrawn pursuant to the terms hereof prior to such date. The portion of the proceeds from such remarketing equal to the amount calculated in respect of such Separate Notes as set

Remarketing; Application of Proceeds; Settlement. (a) The Collateral Pursuant to the Forward Purchase Contract Agreement, the Forward Purchase Contract Agent shall notify, not later than by 10:00 a.m., New York City time, on the third Business Day preceding the Initial Remarketing Date, Accelerated Remarketing Date or the first day of any subsequent Remarketing Period, as applicablethe case may be, the Remarketing Agent and the Collateral Agent of the aggregate number of Pledged Notes comprising part of Upper DECS to be remarketed. The Collateral Agent shall, not later than by 10:00 a.m., New York City time, on the third Business Day immediately preceding the Initial Remarketing Date, any Accelerated Remarketing Date or the first day of any subsequent Remarketing Period, as applicablethe case may be, without any instruction from Holders of Equity Security UnitsUpper DECS, Transfer the Pledged Notes to be remarketed to the Remarketing Agent for remarketing. Upon the occurrence completion of a successful remarketing, after deducting as the remarketing fee an amount not exceeding 25 basis points (0.25%) of the total proceeds of such remarketing of Pledged Notes, the Remarketing Agent will deliver Transfer the Agent-purchased Treasury Consideration purchased from the proceeds of the successful remarketing attributable to the Pledged Notes to the Forward Purchase Contract Agent, which shall thereupon deliver Transfer such Agent-purchased Treasury Consideration to the Collateral Agent. Upon receipt of such the Agent-purchased Treasury Consideration from the Forward Purchase Contract AgentAgent following a successful remarketing, (i) the Collateral Agent, for the benefit of the Company, shall thereupon hold in the Collateral Account such Agent-purchased Treasury Consideration to secure such Equity Security Units Upper DECS Holders' obligations under the Forward Purchase Contracts and to fund the quarterly interest payment or payments due to Equity Security Units Upper DECS Holders on or prior to the Stock Purchase Date in an amount equal Date, and (ii) the remaining portion, if any, of the proceeds of such successful remarketing shall be distributed by the Remarketing Agent to the quarterly interest Forward Purchase Contract Agent for payment on the Notes, calculated at the initial annual interest rateto such Upper DECS Holders participating in such remarketing. On the Scheduled Stock Purchase Date, the Collateral Agent shall, at the direction of the Company, (i) apply that portion of the payments received in respect of the Pledged Treasury Consideration equal to the aggregate Stated Amount of the related Equity Security Units Upper DECS to satisfy in full the obligations of such Equity Security Units Upper DECS Holders to pay the Purchase Price under the related Forward Purchase Contracts and (ii) apply the remaining portion to pay the quarterly payment due to Equity Security Units Upper DECS Holders on such Stock Purchase Date an amount equal to the amounts which would have been due on the interest Payment Date falling on the Scheduled Stock Purchase Date, which shall be paid on the Pledged Notes in an amount equal to the Coupon Rate for such quarterly interest payment on payment. On any Accelerated Stock Purchase Date, the NotesCollateral Agent shall, calculated at the initial annual interest ratedirection of the Company, Transfer (i) to the Company that portion then held in the Collateral Account of the Pledged Treasury Consideration, Pledged Applicable Ownership Interest in the Treasury Portfolio and Pledged Securities which is described in clause (2) of the definition of Remarketing Value (assuming, for this purpose, that the Remarketing Date is the date of such Accelerated Stock Purchase Date), to satisfy in full the obligations of Holders of the related DECS to pay the Purchase Price under the related Forward Purchase Contracts, and (ii) to the Forward Purchase Contract Agent, for distribution to the applicable Holders of DECS, the remaining portion then held in the Collateral Account of the Pledged Treasury Consideration, Pledged Applicable Ownership Interest in the Treasury Portfolio and Pledged Securities. (b) Within three Business Days following a Last Failed Remarketing or Last Failed Accelerated Remarketing, the Notes delivered to the Remarketing Agent pursuant to Section 4.5(a) hereof shall be returned to the Collateral Agent, together with written notice from the Remarketing Agent of such Last Failed Remarketing or Last Failed Accelerated Remarketing. The Collateral Agent, for the benefit of the Company, shall thereupon hold such Notes to secure the Upper DECS Holders' obligations under the Forward Purchase Contracts. The Remarketing Agent shall make one or more attempts to remarket the Notes in accordance with the procedures set forth in the Forward Purchase Contract Agreement and the Remarketing Agreement. If by 4:00 p.m., New York City time, on the fifth Business Day immediately preceding the Stock Purchase Date or the Accelerated Stock Purchase Date, as the case may be, the Remarketing Agent has failed to remarket the Notes at approximately, but not less than, 100.5% of the Remarketing Value or Accelerated Remarketing Value, as applicable, the Last Failed Remarketing or the Last Failed Accelerated Remarketing, as the case may be, shall be deemed to have occurred. Within three Business Days following the Last Failed Remarketing, the Pledged Notes delivered to the Remarketing Agent pursuant to Section 4.5(a) hereof shall be returned to the Collateral Agent. In this case, the Remarketing Agent shall advise the Collateral Agent in writing that it cannot remarket the related Pledged Notes of such Holders of Equity Security UnitsUpper DECS. Upon the occurrence of a Last Failed Remarketing or Last Failed Accelerated Remarketing, and the Company will purchase the Notes of all holders, except Notes for which an Opt-Out Notice has been delivered to the Forward Purchase Contract Agent in compliance with Section 206 of the Supplemental Indenture, for an amount equal to the Stated Amount of such Notes, plus an amount in cash equal to the value of the Treasury securities described in subclause (ii) of the definition of Accelerated Remarketing Value (assuming for this purpose that the relevant Subsequent Remarketing Date is the Accelerated Stock Purchase Date). The proceeds of the sale of the Notes purchased by the Company shall be paid (a) to the Collateral Agent on behalf of such holders to satisfy such holders' obligation under the related Forward Purchase Contract if such Notes are part of an Upper DECS, with any excess to be paid to the forward purchase contract agent for the benefit of the Holders of Equity Security Units that have not made an Early Settlementsuch Upper DECS, Merger Early Settlement or Cash Settlement shall be deemed to have directed the Company to sell or deliver the Pledged Notes in full satisfaction of their obligations under the Purchase Contracts. Pursuant and (b) to the written direction Holders of such Notes if the Company, the Notes are Separate Notes. The Collateral Agent, for the benefit of the Company will, at the written direction of the Company, will sell retain or deliver dispose of the Pledged Notes in accordance with the Company's written direction to applicable law and satisfy in full, from any such sale disposition or deliveryretention, such Holders' obligations under the related Purchase Contracts to pay the Purchase Price for the Common Stock; provided, that if upon the Last a Failed Remarketing, the Collateral Agent sells or delivers exercises such rights for the Pledged Notes in accordance with the written direction benefit of the CompanyCompany with respect to such Notes, any accrued and unpaid interest on such Notes will become payable by the Company to the Forward Purchase Contract Agent for payment to the Holders of the Equity Security Units Upper DECS to which such Notes relate in accordance with the Forward Purchase Contract Agreement. (c) In the event a Holder of Stripped Units DECS has not effected made a Cash Settlement, Early Settlement or Merger Early Settlement of the Forward Purchase Contracts underlying its Stripped UnitsDECS, such Holder shall be deemed to have elected to pay for the shares of Common Stock to be issued under such Forward Purchase Contracts from the payments received in respect of the related Pledged Treasury Securities. Without receiving any instruction from any such Holder, the Collateral Agent shall apply such payments to the settlement of such Forward Purchase Contracts on the Stock Purchase Date pursuant to the written instruction of the Purchase Contract AgentDate. In the event the payments received in respect of the related Pledged Treasury Securities are in excess of the aggregate Purchase Price under the Forward Purchase Contracts being settled thereby, the Collateral Agent shall distribute such excess, when received, to the Forward Purchase Contract Agent for the benefit of such Holders of the Stripped UnitsDECS. (d) At any time after the Payment Date immediately preceding the Initial Remarketing Date and On or prior to 11:00 a.m., New York City time, on the fourth Business Day immediately preceding the Initial Remarketing Date, any Accelerated Remarketing Date or the first day of any subsequent Remarketing Period, as applicablebut no earlier than the Payment Date immediately preceding the last Payment Date before the relevant Stock Purchase Date, holders of Separate Notes may elect toto have their Separate Notes remarketed by Transferring their Separate Notes and delivering a notice of such election, substantially in the form of Exhibit C hereto, to the Custodial Agent. On the third Business Day prior to the Remarketing Date, any Accelerated Remarketing Date or the first day of any subsequent Remarketing Period, by 10:00 a.m., New York City time, the Custodial Agent shall notify the Remarketing Agent of the number of such Separate Notes to be remarketed. The Custodial Agent will hold such Separate Notes in an account separate from the Collateral Account. A holder of Separate Notes electing to have its Separate Notes 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 fourth Business Day immediately preceding the applicable Remarketing Date, Accelerated Remarketing Date or first day of a subsequent Remarketing Period, upon which notice the Custodial Agent will return such Separate Notes to such holder. On the third Business Day immediately preceding the Remarketing Date, any Accelerated Remarketing Date or the first day of any subsequent Remarketing Period, the Custodial Agent at the written direction of the Remarketing Agent will deliver to the Remarketing Agent for remarketing all Separate Notes delivered to the Custodial Agent pursuant to this Section 4.5(d) and not withdrawn pursuant to the terms hereof prior to such date. After deducting as the remarketing fee an amount not exceeding 25 basis points (0.25%) of the total proceeds of such remarketing of such Separate Notes, the Remarketing Agent will remit to the Custodial Agent the portion of the proceeds from such remarketing, if successful, equal to the amount calculated in respect of such Separate Notes as set forth in Section 5.2(d) of the Forward Purchase Contract Agreement. If, despite using its commercially reasonable best efforts, the Remarketing Agent advises the Custodial Agent in writing that there has been a Failed Remarketing or Failed Accelerated Remarketing, the Remarketing Agent will promptly return such Separate Notes to the Custodial Agent for redelivery to such holders of such Separate Notes.

Remarketing; Application of Proceeds; Settlement. (a) The Collateral Pursuant to the Purchase Contract Agreement, the Purchase Contract Agent shall notify, not later than by 10:00 a.m., New York City time, on the third second Business Day immediately preceding the Initial Remarketing Date or the first day of any subsequent Remarketing Period, as applicableDate, the Remarketing Agent and the Collateral Agent of the aggregate number principal amount of Pledged Notes comprising part of Normal Units to be remarketed. The Remarketing Agent and the Collateral Agent shall, not later than 10:00 a.m., New York City time, on shall jointly determine the third Business Day immediately preceding the Initial Remarketing Date or the first day of any subsequent Remarketing Period, as applicable, without any instruction from Holders of Equity Security Units, Transfer the process for releasing Pledged Notes subject to remarketing. Pledged Notes not subject to remarketing shall be released to the Remarketing Purchase Contract Agent for remarketing. in accordance with the terms of the Purchase Contract Agreement promptly following such time as the Collateral Agent determines that such Pledged Securities are no longer subject to the security interest created hereunder (or are being disposed of to satisfy such secured obligations), subject to Section 4.05(c). (b) Upon the occurrence completion of a successful remarketing, after deducting as the remarketing fee an amount not exceeding 25 basis points (0.25%) of the Remarketing Value of such Pledged Notes, the Remarketing Agent will deliver the Treasury Consideration purchased from the proceeds of the successful such remarketing attributable to the Pledged Notes to the Purchase Contract Agent, which shall thereupon deliver such Treasury Consideration to the Collateral AgentAgent for the benefit of the Company to be held in trust for the Company. Upon receipt of such Treasury Consideration from the Purchase Contract Agentproceeds following a successful remarketing, (i) the Collateral Agent, for the benefit of the Company, shall thereupon hold in the Collateral Account apply such Treasury Consideration to secure such Equity Security Units Holders' obligations under the Purchase Contracts and to fund the quarterly payment due to Equity Security Units Holders on the Stock Purchase Date proceeds in an amount equal to the quarterly interest payment on the Notes, calculated at the initial annual interest rate. On the Stock Purchase Date, the Collateral Agent shall, at the direction of the Company, (i) apply that portion of the payments received in respect of the Pledged Treasury Consideration equal to the aggregate Stated Amount of the related Equity Security Normal Units to satisfy in direct settlement and satisfaction in full the obligations of such Equity Security Normal Units Holders Holders’ obligations to pay to the Company the Purchase Price under the related Purchase Contracts on the Stock Purchase Date and (ii) apply the remaining portion portion, if any, of the proceeds of such successful remarketing shall be distributed by the Remarketing Agent to pay the quarterly Purchase Contract Agent for payment due on a pro rata basis to Equity Security such Normal Units Holders on participating in such Stock Purchase Date in an amount equal to the quarterly interest payment on the Notes, calculated at the initial annual interest rateremarketing. (bc) The Remarketing Agent shall agree to make one or more attempts to remarket the Notes in accordance with the procedures set forth in the Purchase Contract Agreement and the Remarketing AgreementAgreement between the Remarketing Date and the last Subsequent Remarketing Date. If by 4:00 p.m., New York City time, on the fifth third Business Day immediately preceding the Stock Purchase Date, Date the Remarketing Agent has failed to remarket the Notes at approximately, but not less than, a price equal to 100.5% of the Remarketing Valueaggregate principal amount of the Notes participating in the remarketing, the Last Failed Remarketing shall be deemed to have occurred. Within three Business Days following the Last Failed Remarketing, the Pledged Notes delivered to the Remarketing Agent pursuant to Section 4.5(a) hereof shall be returned to the Collateral Agent. In this case, the Remarketing Agent shall will agree to advise the Collateral Agent in writing that it cannot remarket the related Pledged Notes of such Holders of Equity Security Normal Units, and the Holders of Equity Security Units that have not made an Early Settlement, Merger Early Settlement or Cash Settlement shall be deemed to have directed the Company to sell or deliver the Pledged Notes in full satisfaction of their obligations under the Purchase Contracts. Pursuant to the written direction of the Company, the The Collateral Agent, for the benefit of the Company will, at the written direction of the Company, will sell deliver or deliver dispose of the Pledged Notes in accordance with the Company's ’s written direction instructions to satisfy in full, from any such sale disposition or deliveryretention, such Holders' ’ obligations under the related Purchase Contracts to pay the Purchase Price for the Common Stock; provided, Ordinary Shares (provided that if upon the Last Failed Remarketing, the Collateral Agent sells or delivers the Pledged Notes in accordance with the written direction of the Company, any accrued accumulated and unpaid interest on such Notes will become remain payable by the Company to the Purchase Contract Agent for payment to the Holders Holder of the Equity Security Normal Units to which such Notes relate in accordance with the Purchase Contract Agreement). (cd) In the event a Holder of Stripped Units has not effected a Cash made an Early Settlement, Merger Early Settlement or Merger Early Cash Settlement of the Purchase Contracts underlying its Stripped Units, such Holder shall be deemed to have elected to pay for the shares of Common Stock to be issued under such Purchase Contracts from the payments received in respect of the related Pledged Treasury Securities. Without receiving any instruction from any such HolderHolder of Stripped Units, the Collateral Agent shall apply such payments to the Company in settlement of such Purchase Contracts on the Stock Purchase Date pursuant to the written instruction of instructions from the Purchase Contract Agent. In the event the payments received in respect of the related Pledged Treasury Securities are in excess of the aggregate Purchase Price under 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 payment to such Holders of the Stripped Units. (de) At any time after Pursuant to the Payment Date immediately preceding Remarketing Agreement and the Initial Remarketing Date and Purchase Contract Agreement, on or prior to 11:00 a.m., New York City time, on the fourth thirteenth Business Day immediately preceding the Initial Remarketing Date or Stock Purchase Date, but no earlier than the first day of any subsequent Remarketing Period, as applicable, holders of Separate Notes may elect tosixteenth Business Day immediately preceding the Stock Purchase

Remarketing; Application of Proceeds; Settlement. (a) The Collateral Pursuant to the Purchase Contract Agreement, the Purchase Contract Agent shall notify, not later than by 10:00 a.m., New York City time, on the third Business Day preceding the Initial Remarketing Date or the first day of any subsequent Subsequent Remarketing PeriodDate, as applicablethe case may be, the Remarketing Agent and the Collateral Agent of the aggregate number principal amount of Pledged Notes comprising part of Upper DECS to be remarketed. The Collateral Agent shall, not later than by 10:00 a.m., New York City time, on the third Business Day immediately preceding the Initial Remarketing Date or the first day of any subsequent Remarketing Period or any Subsequent Remarketing Period, as applicablethe case may be, without any instruction from Holders of Equity Security UnitsUpper DECS, Transfer deliver the Pledged Notes to be remarketed to the Remarketing Agent for remarketing. Upon After deducting as the occurrence remarketing fee an amount not exceeding 25 basis points (0.25%) of a successful remarketingthe total proceeds of such remarketing of Pledged Notes, the Remarketing Agent will deliver the Agent-purchased Treasury Consideration (as defined in the Purchase Contract Agreement) purchased from the proceeds of the successful remarketing attributable to the Pledged Notes to the Purchase Contract Agent, which shall thereupon deliver such Agent-purchased Treasury Consideration to the Collateral Agent. Upon receipt of such the Agent-purchased Treasury Consideration from the Purchase Contract AgentAgent following a successful remarketing, (i) the Collateral Agent, for the benefit of the Company, shall thereupon hold in the Collateral Account such Agent-Purchased Treasury Consideration to secure such Equity Security Units Holders' the obligations under the Purchase Contracts of Holders of Upper DECS participating in the successful remarketing and to fund the quarterly interest payment due to Equity Security Units such Holders of Upper DECS on the Stock Purchase Date in an amount equal Date, and (ii) the remaining portion, if any, of the proceeds of such successful remarketing shall be distributed by the Remarketing Agent to the quarterly interest Purchase Contract Agent for payment on the Notes, calculated at the initial annual interest rateto such Holders of Upper DECS participating in such remarketing. On the Stock Purchase Date, the Collateral Agent shall, at the direction of the Company, (i) apply that portion of the payments received in respect of the Pledged Treasury Consideration equal to the aggregate Stated Amount of the related Equity Security Units Upper DECS to satisfy in full the obligations of such Equity Security Units Holders of Upper DECS to pay the Purchase Price under the related Purchase Contracts and (ii) apply the remaining portion to pay the quarterly interest payment due to Equity Security Units such Holders of Upper DECS on such Stock Purchase Date Date, which such quarterly interest payment shall be paid on the Pledged Notes in an amount equal to the Coupon Rate for such quarterly interest payment on the Notes, calculated at the initial annual interest ratepayment. (b) Within three Business Days following the Last Failed Remarketing, if any, the Notes delivered to the Remarketing Agent pursuant to Section 4.5(a) hereof shall be returned to the Collateral Agent, together with written notice from the Remarketing Agent of the Last Failed Remarketing. The Collateral Agent, for the benefit of the Company, shall thereupon hold such Notes to secure the obligations of Holders of Upper DECS under the Purchase Contracts. The Remarketing Agent shall make one or more attempts to remarket the Notes in accordance with the procedures set forth in the Purchase Contract Agreement and the Remarketing Agreement, provided that the requirements of Section 5.4(b)(ii) of the Purchase Contract Agreement have been met. If by 4:00 p.m., New York City time, on the fifth Business Day immediately preceding the Stock Purchase Date, the Remarketing Agent has failed to remarket the Notes at approximately, but not less than, 100.5100.50% of the Remarketing ValueValue (as described in the Purchase Contract Agreement), the Last Failed Remarketing shall be deemed to have occurred. Within three Business Days following the Last Failed Remarketing, the Pledged Notes delivered to the Remarketing Agent pursuant to Section 4.5(a) hereof shall be returned to the Collateral Agent. In this case, the Remarketing Agent shall advise the Collateral Agent in writing that it cannot remarket the related Pledged Notes of such Holders of Equity Security UnitsUpper DECS, and the Holders of Equity Security Units Upper DECS that have not made an Early a Cash Settlement, Early Settlement or Merger Early Settlement or Cash Settlement of the Purchase Contracts underlying their Upper DECS shall be deemed to have directed the Company to sell retain or deliver dispose of the Pledged Notes in full satisfaction of their obligations under the Purchase Contracts. Pursuant to the written direction of the Company, the The Collateral Agent, for the benefit of the Company will, at the written direction of the Company, will sell retain or deliver dispose of the Pledged Notes in accordance with the Company's written direction to applicable law and satisfy in full, from any such sale disposition or deliveryretention, such Holders' obligations under the related Purchase Contracts to pay the Purchase Price for the Common Stock; provided, that if upon the Last a Failed Remarketing, the Collateral Agent sells or delivers exercises such rights for the Pledged Notes in accordance with the written direction benefit of the CompanyCompany with respect to such Notes, any accrued and unpaid interest on such Notes will become payable by the Company to the Purchase Contract Agent for payment to the Holders Holder of the Equity Security Units Upper DECS to which such Notes relate in accordance with the Purchase Contract Agreement. (c) In the event a Holder of Stripped Units DECS has not effected made a Cash Settlement, Early Settlement or Merger Early Settlement of the Purchase Contracts underlying its Stripped UnitsDECS, such Holder shall be deemed to have elected to pay for the shares of Common Stock to be issued under such Purchase Contracts from the payments received in respect of the related Pledged Treasury Securities. Without receiving any instruction from any such Holder, the Collateral Agent shall apply such payments to the settlement of such Purchase Contracts on the Stock Purchase Date pursuant to the written instruction of the Purchase Contract AgentDate. In the event the payments received in respect of the related Pledged Treasury Securities are in excess of the aggregate Purchase Price under 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 such Holders of the Stripped UnitsDECS. (d) At any time after the Payment Date immediately preceding the Initial Remarketing Date and prior to 11:00 a.m., New York City time, on the fourth Business Day immediately preceding the Initial Remarketing Date or the first day of any subsequent Remarketing Period, as applicable, holders of Separate Notes may elect to

Remarketing; Application of Proceeds; Settlement. (a) The Collateral Pursuant to the Purchase Contract Agreement, the Purchase Contract Agent shall notify, not later than by 10:00 a.m., New York City time, on the third Business Day preceding the Initial Remarketing Date or the first day of any subsequent Subsequent Remarketing PeriodDate, as applicablethe case may be, the Remarketing Agent and the Collateral Agent of the aggregate number principal amount of Pledged Notes Debentures comprising part of Normal Units to be remarketed. The Collateral Agent shall, not later than by 10:00 a.m., New York City time, on the third Business Day immediately preceding the Initial Remarketing Date or the first day of any subsequent Subsequent Remarketing PeriodDate, as applicablethe case may be, without any instruction from Holders of Equity Security Normal Units, Transfer deliver (i) the Pledged Notes Debentures to be remarketed to the Remarketing Agent for remarketingremarketing and (ii) the remaining Pledged Debentures to the Purchase Contract Agent for distribution to the Holders that have elected not to participate in the remarketing in accordance with the Purchase Contract Agreement. Upon the occurrence of a successful remarketing, the The Remarketing Agent will deliver the Agent-purchased Treasury Consideration purchased from the proceeds of the successful remarketing attributable to the Pledged Notes to the Purchase Contract Agent, which shall thereupon deliver such Agent-purchased Treasury Consideration to the Collateral Agent. Upon receipt of such the Agent-purchased Treasury Consideration from the Purchase Contract AgentAgent following a successful remarketing, the Collateral Agent, for the benefit of the Company, shall thereupon hold in the Collateral Account apply such Treasury Consideration to secure such Equity Security Units Holders' obligations under the Purchase Contracts and to fund the quarterly payment due to Equity Security Units Holders on the Stock Purchase Date in an amount equal to the quarterly interest payment on the Notes, calculated at the initial annual interest rateContracts. On the Stock Purchase Date, the Collateral Agent shall, at the direction of the Company, (i) shall apply that portion of the payments received in respect of the Pledged Treasury Consideration equal to the aggregate Stated Amount of the related Equity Security Normal Units to satisfy in full the obligations of such Equity Security Holders of Normal Units Holders to pay the Purchase Price under the related Purchase Contracts and (ii) apply the Contracts. The remaining portion to pay of such Proceeds, if any, shall be distributed by the quarterly payment due to Equity Security Units Holders on such Stock Purchase Date in an amount equal Collateral Agent to the quarterly interest Purchase Contract Agent for payment on the Notes, calculated at the initial annual interest rateto such Holders. (b) Within three Business Days following a Failed Remarketing, the Debentures delivered to the Remarketing Agent and the Purchase Contract Agent pursuant to Section 4.5(a) shall be returned to the Collateral Agent, together with written notice from the Remarketing Agent of the Failed Remarketing. The Collateral Agent, for the benefit of the Company, shall thereupon apply such Debentures to secure the Normal Units Holders' obligations under the Purchase Contracts. The Remarketing Agent shall may make one or more attempts to remarket the Notes Debentures in accordance with the procedures set forth in the Purchase Contract Agreement and the Remarketing AgreementAgreement between the Remarketing Date and the Stock Purchase Date, provided that the requirements of Section 5.2(b)(ii) of the Purchase Contract Agreement have been met. If by 4:00 p.m., New York City time, on the fifth third Business Day immediately preceding the Stock Purchase Date, Date the Remarketing Agent has failed to remarket the Notes Debentures at approximately, but not less than, 100.5% of the Remarketing Value, the Last Failed Remarketing shall be deemed to have occurred. Within three Business Days following the Last Failed Remarketing, the Pledged Notes delivered to the Remarketing Agent pursuant to Section 4.5(a) hereof shall be returned to the Collateral Agent. In this case, the Remarketing Agent shall advise the Collateral Agent in writing that it cannot remarket the related Pledged Notes Debentures of such Holders of Equity Security Normal Units, and the Holders of Equity Security Units that have not made an Early Settlement, Merger Early Settlement or Cash Settlement shall be deemed to have directed the Company to sell or deliver the Pledged Notes in full satisfaction of their obligations under the Purchase Contracts. Pursuant to the written direction of the Company, the The Collateral Agent, for the benefit of the Company will, at the written direction of the Company, will sell deliver or deliver dispose of the Pledged Notes Debentures in accordance with the Company's written direction instructions to satisfy in full, from any such sale disposition or deliveryretention, such Holders' obligations under the related Purchase Contracts to pay the Purchase Price for the Common Stock; provided, that if upon the Last Failed Remarketing, the Collateral Agent sells delivers or delivers disposes of the Pledged Notes Debentures in accordance with the written direction instructions of the Company, any accrued and unpaid interest on such Notes Debentures through the Stock Purchase Date will become payable by the Company to the Purchase Contract Agent for payment to the Holders Holder of the Equity Security Normal Units to which such Notes Debentures relate in accordance with the Purchase Contract Agreement. (c) In the event a Holder of Stripped Units has not effected a Cash Settlement, made an Early Settlement or Merger Early Settlement of the Purchase Contracts underlying its Stripped Units, such Holder shall be deemed to have elected to pay for the shares of Common Stock to be issued under such Purchase Contracts on the Stock Purchase Date from the payments received in respect of the related Pledged Treasury Securities. Without receiving any instruction from any such HolderHolder of Stripped Units, the Collateral Agent shall apply such payments to the settlement of such Purchase Contracts on the Stock Purchase Date pursuant to the written instruction of instructions from the Purchase Contract Agent. In the event the payments received in respect of the related Pledged Treasury Securities are in excess of the aggregate Purchase Price under 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 such Holders of the Stripped UnitsHolders. (d) At Pursuant to the Remarketing Agreement, on or prior to the fourth Business Day preceding the Remarketing Date or any time after Subsequent Remarketing Date, but no earlier than the Payment Date immediately preceding the Initial Remarketing Date or the Subsequent Remarketing Date, holders of Separate Debentures may elect to have their Separate Debentures remarketed by delivering their Separate Debentures, together with a notice of such election, substantially in the form of Exhibit C hereto, to the Custodial Agent. On the third Business Day prior to the Remarketing Date and prior to 11:00 a.m.any Subsequent Remarketing Date, by 10:00 a.m. New York City time, on the fourth Custodial Agent shall notify the Remarketing Agent of the principal amount of such Separate Debentures to be remarketed. The Custodial Agent will hold such Separate Debentures in an account separate from the Collateral Account. A holder of Separate Debentures electing to have its Separate Debentures 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, prior to the fifth Business Day immediately preceding the Initial Remarketing Date or and any Subsequent Remarketing Date, upon which notice the first day of Custodial Agent will return such Separate Debentures to such holder. On the Business Day immediately preceding the Remarketing Date and any subsequent Subsequent Remarketing PeriodDate, as applicable, holders of the Custodial Agent will deliver to the Remarketing Agent for remarketing all Separate Notes may elect Debentures delivered to

Remarketing; Application of Proceeds; Settlement. (a) The Collateral Pursuant to the Purchase Contract Agreement, the Purchase Contract Agent shall notify, not later than by 4:00 p.m., New York City time, on the eighth Business Day preceding the Initial Remarketing Date or any Subsequent Remarketing Date, as the case may be, the Remarketing Agent and the Collateral Agent of the aggregate number of Capital Securities comprising part of Normal Units to be remarketed. If the Remarketing Agent successfully remarkets the Capital Securities, the Reset Agent shall, by approximately 4:30 P.M., New York City time, on the day of the successful Remarketing within the Initial Remarketing Period or the given Subsequent Remarketing Period, as the case may be, so promptly notify by telephone the Collateral Agent. Upon receipt of such notice, the Collateral Agent shall, by 10:00 a.m., New York City time, on the third second Business Day preceding the Initial Remarketing Date or the first day of any subsequent Subsequent Remarketing PeriodDate, as applicable, the Remarketing Agent of the aggregate number of Pledged Notes to be remarketed. The Collateral Agent shall, not later than 10:00 a.m., New York City time, on the third Business Day immediately preceding the Initial Remarketing Date or the first day of any subsequent Remarketing Period, as applicablecase may be, without any instruction from Holders of Equity Security Normal Units, Transfer deliver (i) the Pledged Notes Capital Securities to be remarketed to the Remarketing Agent for remarketingremarketing and (ii) the remaining Pledged Capital Securities to the Purchase Contract Agent for distribution to the Holders that have elected not to participate in the remarketing in accordance with the provisions of Section 5.4(b)(v) of the Purchase Contract Agreement. Upon the occurrence of a successful remarketing, the The Remarketing Agent will deliver the Agent-purchased Treasury Consideration (as defined in the Purchase Contract Agreement) purchased from the proceeds of the successful remarketing attributable to the Pledged Notes to the Purchase Contract Agent, which shall thereupon deliver such Agent-purchased Treasury Consideration to the Collateral Agent. Upon receipt of such the Agent- purchased Treasury Consideration from the Purchase Contract AgentAgent following a successful remarketing, the Collateral Agent, for the benefit of the Company, shall thereupon hold in the Collateral Account apply such Treasury Consideration to secure such Equity Security Units Holders' obligations under the Purchase Contracts and to fund the quarterly payment due to Equity Security Units Holders on the Stock Purchase Date in an amount equal to the quarterly interest payment on the Notes, calculated at the initial annual interest rateContracts. On the Stock Purchase Date, the Collateral Agent shall, at the direction of the Company, (i) shall apply that portion of the payments received in respect of the Pledged Treasury Consideration equal to the aggregate Stated Amount of the related Equity Security Normal Units to satisfy in full the obligations of such Equity Security Holders of Normal Units Holders to pay the Purchase Price under the related Purchase Contracts and (ii) apply the Contracts. The remaining portion to pay of such Proceeds, if any, shall be distributed by the quarterly payment due to Equity Security Units Holders on such Stock Purchase Date in an amount equal Collateral Agent to the quarterly interest Purchase Contract Agent for payment on the Notes, calculated at the initial annual interest rateto such Holders. (bi) The If the Remarketing Agent fails to remarket the Capital Securities during the Initial Remarketing Period, settling on the Initial Remarketing Date, the Remarketing Agent shall make one or more further attempts to remarket the Notes Capital Securities in accordance with the procedures set forth in the Purchase Contract Agreement and the Remarketing AgreementAgreement between the Initial Remarketing Date and the Stock Purchase Date, provided that the requirements of Section 5.4(b)(ii) of the Purchase Contract Agreement have been met. If there is a Failed Remarketing, the Remarketing Agent shall, on the date of such Failed Remarketing, so promptly notify by telephone the Collateral Agent. (ii) If by 4:00 p.m., New York City time, on the fifth Business Day immediately preceding the Stock Purchase Date, the Remarketing Agent has failed to remarket the Notes Capital Securities at approximately, but not less than, 100.5% of the Remarketing ValueValue (as described in the Purchase Contract Agreement), the Last Failed Remarketing shall be deemed to have occurred. Within three Business Days following the Last Failed Remarketing, the Pledged Notes delivered to the Remarketing Agent pursuant to Section 4.5(a) hereof shall be returned to the Collateral Agent. In this case, occurred and the Remarketing Agent shall advise promptly notify by telephone the Collateral Agent in writing that it cannot remarket the related Pledged Notes of such Holders of Equity Security Units, and the Holders of Equity Security Units that have not made an Early Settlement, Merger Early Settlement or Cash Settlement shall be deemed to have directed the Company to sell or deliver the Pledged Notes in full satisfaction of their obligations under the Purchase ContractsContract Agent thereof. Pursuant to the written direction of the Company, the The Collateral Agent, for the benefit of the Company will, at the written direction of the Company, will sell retain or deliver dispose of the Pledged Notes Capital Securities in accordance with the Company's written direction to applicable law and satisfy in full, from any such sale disposition or deliveryretention, such Holders' obligations under the related Purchase Contracts to pay the Purchase Price for the Common Stock; providedprovided that, that if upon the Last Failed Remarketing, Remarketing the Collateral Agent sells or delivers exercises such rights for the Pledged Notes in accordance with the written direction benefit of the CompanyCompany with respect to such Capital Securities, any accrued accumulated and unpaid interest distributions on such Notes Capital Securities will become payable by the Company to the Purchase Contract Agent for payment to the Holders Holder of the Equity Security Normal Units to which such Notes relate Capital Securities relates in accordance with the Purchase Contract Agreement. (c) In the event a Holder of Stripped Units has not effected a Cash Settlement, made an Early Settlement or Merger Early Settlement of the Purchase Contracts underlying its Stripped Units, such Holder shall be deemed to have elected to pay for the shares of Common Stock to be issued under such Purchase Contracts from the payments received in respect of the related Pledged Treasury Securities. Without receiving any instruction from any such HolderHolder of Stripped Units, the Collateral Agent shall apply such payments to the settlement of such Purchase Contracts on the Stock Purchase Date pursuant to the written instruction of the Purchase Contract AgentDate. In the event the payments received in respect of the related Pledged Treasury Securities are in excess of the aggregate Purchase Price under 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 such Holders of the Stripped UnitsHolders. (d) At any time after Pursuant to the Remarketing Agreement, on or prior to the ninth Business Day preceding the Initial Remarketing Date, but no earlier than the Payment Date immediately preceding the Initial Remarketing Date and prior to 11:00 a.m., New York City time, on the fourth Business Day immediately preceding the Initial Remarketing Date or the first day of any subsequent Remarketing Period, as applicableDate, holders of Separate Notes Capital Securities may elect toto have their Separate Capital Securities remarketed by delivering their Separate Capital Securities, together with a notice of such election, substantially in the form of Exhibit C hereto, to the ---------

Remarketing; Application of Proceeds; Settlement. (a) The Collateral Pursuant to the Purchase Contract Agreement, the Purchase Contract Agent shall notify, not later than by 10:00 a.m., New York City time, on the third Business Day preceding the Initial Remarketing Date or the first day of any subsequent Remarketing Period, as applicable, the Remarketing Agent and the Collateral Agent of the aggregate number principal amount of Pledged Notes comprising part of Normal Units to be remarketed. The Collateral Agent shall, not later than by 10:00 a.m., New York City time, on the third Business Day immediately preceding the Initial Remarketing Date or the first day of any subsequent Remarketing Period, as applicable, without any instruction from Holders of Equity Security Normal Units, Transfer deliver (i) the Pledged Notes to be remarketed to the Remarketing Agent for remarketingremarketing and (ii) the remaining Pledged Notes to the Purchase Contract Agent for distribution to the Holders that have elected not to participate in the remarketing in accordance with the Purchase Contract Agreement. Upon After deducting as the occurrence remarketing fee an amount not exceeding 25 basis points (.25%) of a successful the total proceeds of such remarketing, the Remarketing Agent will deliver the Agent-purchased Treasury Consideration (as defined in the Purchase Contract Agreement) purchased from the proceeds of the a successful remarketing attributable to the Pledged Notes to the Purchase Contract Agent, which shall thereupon deliver such Agent-purchased Treasury Consideration to the Collateral Agent. Upon receipt of such the Agent-purchased Treasury Consideration from the Purchase Contract AgentAgent following a successful remarketing, the Collateral Agent, for the benefit of the Company, shall thereupon hold in the Collateral Account such Agent-purchased Treasury Consideration to secure such Equity Security Units Holders' obligations under the Purchase Contracts and to fund the quarterly payment due to Equity Security Units Holders on the Stock Purchase Date in an amount equal to the quarterly interest payment on the Notes, calculated at the initial annual interest rateContracts. On the Stock Share Purchase Date, the Collateral Agent shall, at the direction of the Company, (i) shall apply that portion of the payments received in respect of the Pledged Treasury Consideration equal to the aggregate Stated Amount of the related Equity Security Normal Units to satisfy in full the obligations of such Equity Security Holders of Normal Units Holders to pay the Purchase Price under the related Purchase Contracts and (ii) apply the Contracts. The remaining portion of such Proceeds, if any, shall be distributed by the Collateral Agent to pay the quarterly Purchase Contract Agent for payment due to Equity Security Units Holders on such Stock Purchase Date each Holder of a Normal Unit a cash payment in an amount equal to the 1/40, or 2.5%, of a quarterly interest payment on the Notes, calculated $1000 principal amount of a Senior Note at the initial annual interest raterate of * %. (b) Promptly following a Failed Remarketing, the Notes delivered to the Remarketing Agent and the Purchase Contract Agent pursuant to Section 4.5(a) shall be returned to the Collateral Agent, together with written notice from the Remarketing Agent of the Failed Remarketing. The Collateral Agent, for the benefit of the Company, shall thereupon hold such Notes to secure the obligations of Holders of Normal Units under the Purchase Contracts. The Remarketing Agent shall make one or more attempts to remarket the Notes in accordance with the procedures set forth in the Purchase Contract Agreement and the Remarketing AgreementAgreement between the Remarketing Date and the Share Purchase Date, provided that the requirements of Section 5.4(b)(ii) of the Purchase Contract Agreement have been met. If by 4:00 p.m., New York City time, on the fifth third Business Day immediately preceding the Stock Share Purchase Date, Date the Remarketing Agent has failed to remarket the Notes at approximately, but not less than, 100.5a price equal to at least 100.25% of the Remarketing ValueValue (as described in the Purchase Contract Agreement), the "Last Failed Remarketing Remarketing" shall be deemed to have occurred. Within three Business Days following the Last Failed Remarketing, the Pledged Notes delivered to the Remarketing Agent pursuant to Section 4.5(a) hereof shall be returned to the Collateral Agent. In this case, the Remarketing Agent shall advise the Collateral Agent in writing that it cannot remarket the related Pledged Notes of such Holders of Equity Security Units, Normal Units and the Holders of Equity Security Units that have not made an Early Settlement, Merger Early Settlement or Cash Settlement shall be deemed to have directed the Company to sell or deliver the Pledged Notes in full satisfaction of their obligations under the Purchase Contracts. Pursuant delivered to the written direction of Remarketing Agent pursuant to Section 4.5(a) shall promptly be returned to the Company, the Collateral Agent. The Collateral Agent, for the benefit of the Company will, at the written direction of the Company, will sell deliver or deliver dispose of the Pledged Notes in accordance with the Company's written direction instructions to satisfy in full, from any such sale disposition or deliveryretention, such Holders' obligations under the related Purchase Contracts to pay the Purchase Price for the Common StockShares; provided, provided that if upon a Failed Remarketing or the Last Failed Remarketing, as the case may be, the Collateral Agent sells delivers or delivers disposes of the Pledged Notes in accordance with the written direction instructions of the Company, any accrued and unpaid interest on such Notes will become payable by the Company to the Purchase Contract Agent for payment to the Holders Holder of the Equity Security Normal Units to which such Notes relate in accordance with the Purchase Contract Agreement. (c) In the event a Holder of Stripped Units has not effected a Cash made an Early Settlement, Merger Early Settlement or Merger Early Cash Settlement of the Purchase Contracts underlying its Stripped Units, such Holder shall be deemed to have elected to pay for the shares of Common Stock Shares to be issued under such Purchase Contracts from the payments received in respect of the related Pledged Treasury Securities. Without receiving any instruction from any such HolderHolder of Stripped Units, the Collateral Agent shall apply such payments to the settlement of such Purchase Contracts on the Stock Share Purchase Date pursuant to the written instruction of instructions from the Purchase Contract Agent. In the event the payments received in respect of the related Pledged Treasury Securities are in excess of the aggregate Purchase Price under 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 payment to such Holders of the Stripped Units. (d) At Pursuant to the Remarketing Agreement and Purchase Contract Agreement, on or prior to the fourth Business Day preceding the first day of any time after Remarketing Period, but no earlier than the Payment Date immediately preceding *, 2005, holders of Separate Notes may elect to have their Separate Notes remarketed by delivering their Separate Notes, together with a notice of such election, substantially in the Initial Remarketing Date and form of Exhibit C hereto, to the Custodial Agent. On the third Business Day prior to 11:00 the first day of any Remarketing Period, by 10:00 a.m., New York City time, the Custodial Agent shall notify the Remarketing Agent of the principal amount of such Separate Notes to be remarketed. The Custodial Agent will hold such Separate Notes in an account separate from the Collateral Account. A holder of Separate Notes electing to have its Separate Notes 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 fourth Business Day immediately preceding the Initial first day of any Remarketing Date or Period, upon which notice the Custodial Agent will return such Separate Notes to such holder. On the Business Day immediately preceding the first day of any subsequent Remarketing Period, the Custodial Agent will deliver to the Remarketing Agent for remarketing all Separate Notes delivered to the Custodial Agent pursuant to this Section 4.5(d) and not withdrawn pursuant to the terms hereof prior to such date. The portion of the proceeds from such remarketing equal to the amount calculated in respect of such Separate Notes as applicable, set forth in Section 5.4(b) of the Purchase Contract Agreement will automatically be remitted by the Remarketing Agent to the Custodial Agent for the benefit of the holders of such Separate Notes. In addition, after deducting as the remarketing fee an amount not exceeding 25 basis points (.25%) of the total proceeds of such remarketing of such Separate Notes, the Remarketing Agent will remit to the Custodial Agent the remaining portion of the proceeds, if any, for payment to such holders. If, despite using commercially reasonable best efforts, the Remarketing Agent advises the Custodial Agent in writing that there has been a Failed Remarketing, the Remarketing Agent will promptly return such Notes to the Custodial Agent for redelivery to the holders of such Separate Notes. For purposes of this Section 4.5(d), a "holder" of a Separate Notes may elect toshall mean the Person in whose name such Separate Notes is registered on the books of the registrar for the Notes.

Remarketing; Application of Proceeds; Settlement. (a) The Collateral Pursuant to the Purchase Contract Agreement, the Purchase Contract Agent shall notify, not later than by 10:00 a.m., New York City time, on the third second Business Day immediately preceding the Initial Remarketing Date or the first day of any subsequent Remarketing Period, as applicableDate, the Remarketing Agent and the Collateral Agent of the aggregate number principal amount of Pledged Notes comprising part of Normal Units to be remarketed. The Remarketing Agent and the Collateral Agent shall, not later than 10:00 a.m., New York City time, on shall jointly determine the third Business Day immediately preceding the Initial Remarketing Date or the first day of any subsequent Remarketing Period, as applicable, without any instruction from Holders of Equity Security Units, Transfer the process for releasing Pledged Notes subject to remarketing. Pledged Notes not subject to remarketing shall be released to the Remarketing Purchase Contract Agent for remarketing. in accordance with the terms of the Purchase Contract Agreement promptly following such time as the Collateral Agent determines that such Pledged Securities are no longer subject to the security interest created hereunder (or are being disposed of to satisfy such secured obligations), subject to Section 4.05(c). (b) Upon the occurrence completion of a successful remarketing, after deducting as the remarketing fee an amount not exceeding 25 basis points (0.25%) of the Remarketing Value of such Pledged Notes, the Remarketing Agent will deliver the Treasury Consideration purchased from the proceeds of the successful such remarketing attributable to the Pledged Notes to the Purchase Contract Agent, which shall thereupon deliver such Treasury Consideration to the Collateral AgentAgent for the benefit of the Company to be held in trust for the Company. Upon receipt of such Treasury Consideration from the Purchase Contract Agentproceeds following a successful remarketing, (i) the Collateral Agent, for the benefit of the Company, shall thereupon hold in the Collateral Account apply such Treasury Consideration to secure such Equity Security Units Holders' obligations under the Purchase Contracts and to fund the quarterly payment due to Equity Security Units Holders on the Stock Purchase Date proceeds in an amount equal to the quarterly interest payment on the Notes, calculated at the initial annual interest rate. On the Stock Purchase Date, the Collateral Agent shall, at the direction of the Company, (i) apply that portion of the payments received in respect of the Pledged Treasury Consideration equal to the aggregate Stated Amount of the related Equity Security Normal Units to satisfy in direct settlement and satisfaction in full the obligations of such Equity Security Normal Units Holders Holders’ obligations to pay to the Company the Purchase Price under the related Purchase Contracts on the Stock Purchase Date and (ii) apply the remaining portion portion, if any, of the proceeds of such successful remarketing shall be distributed by the Remarketing Agent to pay the quarterly Purchase Contract Agent for payment due on a pro rata basis to Equity Security such Normal Units Holders on participating in such Stock Purchase Date in an amount equal to the quarterly interest payment on the Notes, calculated at the initial annual interest rateremarketing. (bc) The Remarketing Agent shall agree to make one or more attempts to remarket the Notes in accordance with the procedures set forth in the Purchase Contract Agreement and the Remarketing AgreementAgreement between the Remarketing Date and the last Subsequent Remarketing Date. If by 4:00 p.m., New York City time, on the fifth third Business Day immediately preceding the Stock Purchase Date, Date the Remarketing Agent has failed to remarket the Notes at approximately, but not less than, a price equal to 100.5% of the Remarketing Valueaggregate principal amount of the Notes participating in the remarketing, the Last Failed Remarketing shall be deemed to have occurred. Within three Business Days following the Last Failed Remarketing, the Pledged Notes delivered to the Remarketing Agent pursuant to Section 4.5(a) hereof shall be returned to the Collateral Agent. In this case, the Remarketing Agent shall will agree to advise the Collateral Agent in writing that it cannot remarket the related Pledged Notes of such Holders of Equity Security Normal Units, and the Holders of Equity Security Units that have not made an Early Settlement, Merger Early Settlement or Cash Settlement shall be deemed to have directed the Company to sell or deliver the Pledged Notes in full satisfaction of their obligations under the Purchase Contracts. Pursuant to the written direction of the Company, the The Collateral Agent, for the benefit of the Company will, at the written direction of the Company, will sell deliver or deliver dispose of the Pledged Notes in accordance with the Company's ’s written direction instructions to satisfy in full, from any such sale disposition or deliveryretention, such Holders' ’ obligations under the related Purchase Contracts to pay the Purchase Price for the Common Stock; provided, Ordinary Shares (provided that if upon the Last Failed Remarketing, the Collateral Agent sells or delivers the Pledged Notes in accordance with the written direction of the Company, any accrued accumulated and unpaid interest on such Notes will become remain payable by the Company to the Purchase Contract Agent for payment to the Holders Holder of the Equity Security Normal Units to which such Notes relate in accordance with the Purchase Contract Agreement). (cd) In the event a Holder of Stripped Units has not effected a Cash made an Early Settlement, Merger Early Settlement or Merger Early Cash Settlement of the Purchase Contracts underlying its Stripped Units, such Holder shall be deemed to have elected to pay for the shares of Common Stock Ordinary Shares to be issued under such Purchase Contracts from the payments received in respect of the related Pledged Treasury Securities. Without receiving any instruction from any such HolderHolder of Stripped Units, the Collateral Agent shall apply such payments to the Company in settlement of such Purchase Contracts on the Stock Purchase Date pursuant to the written instruction of instructions from the Purchase Contract Agent. In the event the payments received in respect of the related Pledged Treasury Securities are in excess of the aggregate Purchase Price under 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 payment to such Holders of the Stripped Units. (de) At any time after Pursuant to the Payment Date Remarketing Agreement and the Purchase Contract Agreement, on or prior to the thirteenth Business Day immediately preceding the Initial Remarketing Date and Stock Purchase Date, but no earlier than the sixteenth Business Day immediately preceding the Stock Purchase Date, holders of Separate Notes may elect to have their Separate Notes remarketed by delivering their Separate Notes, together with a notice of such election, substantially in the form of Exhibit C hereto, to the Custodial Agent. On the second Business Day immediately prior to 11:00 the Remarketing Date, by 10:00 a.m., New York City time, on the fourth Business Day immediately preceding Custodial Agent shall notify the Initial Remarketing Date or Agent of the first day aggregate principal amount of any subsequent Remarketing Period, as applicable, holders of such Separate Notes may elect toto be remarketed.

Remarketing; Application of Proceeds; Settlement. (a) The Collateral Agent Subject to Section 4.6(c) below, following a Successful Remarketing of Notes in accordance with the terms of the SQUARZ Agreement, the proceeds of such Remarketing shall notifybe, not later than 10:00 a.m.to the extent such Notes are Pledged Notes, New York City time, on the third Business Day preceding the Initial Remarketing Date or the first day of any subsequent Remarketing Period, as applicable, distributed by the Remarketing Agent to the Collateral Agent in accordance with the terms of the aggregate number of Pledged Notes to be remarketedSQUARZ Agreement. The Collateral Agent shall, not later than 10:00 a.m., New York City time, on will then pay the third Business Day immediately preceding the Initial Remarketing Date or the first day proceeds of any subsequent Remarketing Period, as applicable, without any instruction from Holders of Equity Security Units, Transfer the Pledged such Remarketed Notes to the Remarketing Agent for remarketing. Upon the occurrence of a successful remarketing, the Remarketing Agent will deliver the Treasury Consideration purchased from the proceeds of the successful remarketing attributable to the Pledged Notes to the Purchase Contract Agent, which shall thereupon deliver such Treasury Consideration to the Collateral Agent. Upon receipt of such Treasury Consideration from the Purchase Contract Agent, the Collateral SQUARZ Agent, for the benefit of the CompanyHolder of such Notes, shall thereupon hold in less the Collateral Account such Treasury Consideration amount, if any, necessary to secure such Equity Security Units Holders' obligations pay any Underlying Warrant Installment Payment then due under the Purchase Contracts and to fund the quarterly payment due to Equity Security Units Holders on the Stock Purchase Date in an amount equal to the quarterly interest payment on the Notes, calculated at the initial annual interest rate. On the Stock Purchase Date, the Collateral Agent shall, at the direction of the Company, (i) apply that portion of the payments received in respect of the Pledged Treasury Consideration equal to the aggregate Stated Amount of the related Equity Security Units to satisfy in full the obligations of such Equity Security Units Holders to pay the Purchase Price under the related Purchase Contracts and (ii) apply the remaining portion to pay the quarterly payment due to Equity Security Units Holders on such Stock Purchase Date in an amount equal to the quarterly interest payment on the Notes, calculated at the initial annual interest rateSQUARZ Agreement. (b) The Remarketing Agent shall make one or more attempts to remarket the Notes in accordance with the procedures set forth in the Purchase Contract Agreement and the Remarketing Agreement. If by 4:00 p.m., New York City time, on the fifth Business Day immediately preceding the Stock Purchase Date, the Remarketing Agent has failed to remarket the Notes at approximately, but not less than, 100.5% of the Remarketing Value, the Last Failed Remarketing shall be deemed to have occurred. Within three Business Days following the Last a Failed Remarketing, the Pledged any Notes delivered to the Remarketing Agent pursuant to Section 4.5(a) hereof for such Remarketing shall be returned to the Collateral Agent. In this case, together with written notice from the Remarketing Agent shall advise of the Collateral Agent in writing that it cannot remarket Failed Remarketing. If any Holder of Notes exercises its right to Put such Holder's Notes to the related Pledged Notes Company following a Failed Remarketing pursuant to the terms of the Indenture, the proceeds of such Holders of Equity Security Units, and the Holders of Equity Security Units that have not made an Early Settlement, Merger Early Settlement or Cash Settlement Put shall be deemed to have directed the Company to sell or deliver the Pledged Notes in full satisfaction of their obligations under the Purchase Contracts. Pursuant paid (a) to the written direction Holder of such Notes if the Company, the Collateral Agent, for the benefit of the Company, will sell Notes are Separate Notes or deliver the Pledged Notes (b) in accordance with the Company's written direction to satisfy in full, from any such sale or delivery, such Holders' obligations under the related Purchase Contracts to pay the Purchase Price for the Common Stock; provided, that if upon the Last Failed Remarketing, the Collateral Agent sells or delivers the Pledged Notes in accordance with the written direction terms of the Company, any accrued and unpaid interest on SQUARZ Agreement if such Notes will become payable by the Company to the Purchase Contract Agent for payment to the Holders of the Equity Security Units to which such Notes relate in accordance with the Purchase Contract Agreementwere Pledged Notes. (c) In the event If a Holder of Stripped Units has not effected is exercising an Underlying Warrant and is at the same time participating in a Cash Settlement, Early Settlement or Merger Early Settlement Remarketing of the Purchase Contracts underlying its Stripped Unitsrelated Note, such Holder shall be deemed may instruct the Collateral Agent to have elected Transfer the Proceeds of such Remarketing of the Note to the Company to pay for the shares of Common Stock to be issued under such Purchase Contracts from Underlying Warrant Exercise Price in accordance with the payments received in respect terms of the related Pledged Treasury Securities. Without receiving any instruction from any such Holder, SQUARZ Agreement and the Collateral Agent shall apply comply with any such payments to the settlement of such Purchase Contracts on the Stock Purchase Date pursuant to the written instruction of the Purchase Contract Agent. In the event the payments received in respect of the related Pledged Treasury Securities are in excess of the aggregate Purchase Price under the Purchase Contracts being settled thereby, the Collateral Agent shall distribute such excess, when received, to the Purchase Contract Agent for the benefit of such Holders of the Stripped Unitsinstruction. (d) At any time after the Payment Date immediately preceding the Initial Remarketing Date and prior to 11:00 a.m., New York City time, on the fourth Business Day immediately preceding the Initial Remarketing Date or the first day of any subsequent Remarketing Period, as applicable, holders of Separate Notes may elect to

Remarketing; Application of Proceeds; Settlement. (a) The Collateral Pursuant to the Purchase Contract Agreement, the Purchase Contract Agent shall notify, not later than 10:00 a.m., New York City time, on the third Business Day preceding the Initial Remarketing Date or the first day of any subsequent Remarketing Period, as applicable, the Remarketing Agent of the aggregate number of Pledged Notes to be remarketed. The Collateral Agent shall, not later than 10:00 a.m.by 3:00 p.m., New York City time, on the third Business Day immediately preceding the Initial Remarketing Date or any Subsequent Remarketing Date, as the case may be, the Remarketing Agent and the Collateral Agent of the aggregate number of Trust Preferred Securities comprising part of Normal Units to be remarketed. The Collateral Agent shall deliver, by 10:00 a.m., New York City time, on the first day of Business Day immediately preceding the Remarketing Date or any subsequent Subsequent Remarketing PeriodDate, as applicablethe case may be: (i) the Pledged Trust Preferred Securities to be remarketed to the Remarketing Agent for remarketing, without any instruction from Holders of Equity Security Normal Units, Transfer the Pledged Notes and (ii) upon (a) written notice, pursuant to the Remarketing Purchase Contract Agreement, from such Holders that have elected to not participate in the remarketing and (b) the delivery by such Holders of the Opt-out Treasury Consideration to the Collateral Agent (in substitution for such previously Pledged Trust Preferred Securities the remaining Pledged Trust Preferred Securities), the remaining Pledged Trust Preferred Securities to the Purchase Contract Agent for remarketingdistribution to such Holders. Upon the occurrence of a successful remarketing, the The Remarketing Agent will deliver the Agent-Purchased Treasury Consideration (as defined in the Purchase Contract Agreement) purchased from the proceeds of the successful remarketing attributable to the Pledged Notes to the Purchase Contract Agent, which shall thereupon deliver such Agent-Purchased Treasury Consideration to the Collateral Agent. Upon receipt of such the Agent-Purchased Treasury Consideration from the Purchase Contract AgentAgent following a successful remarketing, the Collateral Agent, for the benefit of the CompanyTECO, shall thereupon hold in deposit such Treasury Consideration into the Collateral Account such Treasury Consideration to secure such Equity Security Units Holders' obligations under the Purchase Contracts and to fund the quarterly payment due to Equity Security Units Holders on the Stock Purchase Date in an amount equal to the quarterly interest payment on the Notes, calculated at the initial annual interest rateContracts. On the Stock Purchase Contract Settlement Date, the Collateral Agent shall, at the direction of the Company, (i) shall apply that portion of the payments received in respect of the Pledged Treasury Consideration equal to the aggregate Stated Amount of the related Equity Security Normal Units to satisfy in full the obligations of such Equity Security Holders of Normal Units Holders to pay the Purchase Price under the related Purchase Contracts and (ii) apply the Contracts. The remaining portion to pay of such Proceeds, if any, shall be distributed by the quarterly payment due to Equity Security Units Holders on such Stock Purchase Date in an amount equal Collateral Agent to the quarterly interest Purchase Contract Agent for prompt payment on to such Holders. Within three Business Days following a Failed Remarketing, the NotesTrust Preferred Securities delivered to the Remarketing Agent and the Purchase Contract Agent pursuant to Section 4.5(a) shall be returned to the Collateral Agent, calculated at together with written notice from the initial annual interest rate. (b) Remarketing Agent of the Failed Remarketing. The Collateral Agent, for the benefit of TECO, shall thereupon deposit such Trust Preferred Securities into the Collateral Account, to secure the Normal Units Holders' obligations under the Purchase Contracts. The Remarketing Agent shall may make one or more attempts to remarket the Notes Trust Preferred Securities in accordance with the procedures set forth in the Purchase Contract Agreement and the Remarketing AgreementAgreement between the Remarketing Date and the Purchase Contract Settlement Date, provided that the requirements of Section 5.2(b)(ii) of the Purchase Contract Agreement have been met. If by 4:00 p.m., New York City time, on the fifth Business Day immediately preceding the Stock Purchase Date, Contract Settlement Date the Remarketing Agent has failed to remarket the Notes Trust Preferred Securities at approximately, but not less than, 100.5100.25% of the Remarketing Value, Value (as described in the Last Failed Remarketing shall be deemed to have occurred. Within three Business Days following the Last Failed Remarketing, the Pledged Notes delivered to the Remarketing Agent pursuant to Section 4.5(a) hereof shall be returned to the Collateral Agent. In this casePurchase Contract Agreement), the Remarketing Agent shall advise the Collateral Agent in writing that it cannot remarket the related Pledged Notes Trust Preferred Securities of such Holders of Equity Security Normal Units, and the Holders of Equity Security Units that have not made an Early Settlement, Merger Early Settlement or Cash Settlement shall be deemed to have directed the Company to sell or deliver the Pledged Notes in full satisfaction of their obligations under the Purchase Contracts. Pursuant to the written direction of the Company, the The Collateral Agent, for the benefit of TECO will, at the Companywritten direction of TECO, will sell retain or deliver dispose of the Pledged Notes Trust Preferred Securities in accordance with the Company's written direction to applicable law and satisfy in full, from any such sale disposition or deliveryretention, such Holders' obligations under the related Purchase Contracts to pay the Purchase Price for the Common Stock; provided, that if upon the Last a Failed Remarketing, the Collateral Agent sells or delivers exercises such rights for the Pledged Notes in accordance benefit of TECO with the written direction of the Companyrespect to such Trust Preferred Securities, any accrued accumulated and unpaid interest distributions on such Notes Trust Preferred Securities will become payable by the Company TECO to the Purchase Contract Agent for payment to the Holders Holder of the Equity Security Normal Units to which such Notes relate Trust Preferred Securities relates in accordance with the Purchase Contract Agreement. (cb) In the event a Holder of Stripped Units has not effected a Cash Settlement, made an Early Settlement or Merger Early Settlement of the Purchase Contracts underlying its Stripped Units, such Holder shall be deemed to have elected to pay for the shares of Common Stock to be issued under such Purchase Contracts from the payments received in respect of the related Pledged Treasury Securities. Without receiving any instruction from any such HolderHolder of Stripped Units, the Collateral Agent shall apply such payments to the settlement of such Purchase Contracts on the Stock Purchase Date pursuant to the written instruction of the Purchase Contract AgentSettlement Date. In the event the payments received in respect of the related Pledged Treasury Securities are in excess of the aggregate Purchase Price under of the Purchase Contracts being settled thereby, the Collateral Agent shall promptly distribute such excess, when received, to the Purchase Contract Agent for the benefit of such Holders of the Stripped UnitsHolders. (dc) At any time after Pursuant to the Payment Date immediately preceding the Initial Remarketing Date and Agreement, on or prior to 11:00 a.m., New York City time, 10 a.m. on the fourth Business Day immediately preceding the Initial Remarketing Date, but no earlier than the Payment Date or immediately preceding the first day of any subsequent Remarketing Period, as applicableDate, holders of Separate Notes Trust Preferred Securities may elect toto have their Separate Trust Preferred Securities remarketed by delivering their Separate Trust Preferred Securities, together with a notice of such election, substantially in the form of Exhibit D hereto, to the Custodial Agent. The Custodial Agent will hold such Separate Trust Preferred Securities in an account separate from the Collateral Account. A holder of Separate Trust Preferred Securities electing to have its Separate Trust Preferred Securities remarketed will also have the right to withdraw such election by written notice to the Custodial Agent, substantially in the form of Exhibit E hereto, on or prior to the second Business Day immediately preceding the Remarketing Date and any Subsequent Remarketing Date, upon which notice the Custodial Agent will return such Separate Trust Preferred Securities to such holder. On the first Business Day immediately preceding the Remarketing Date, by 10:00 a.m., New York City time, the Custodial Agent shall notify the Remarketing Agent of the number of such Separate Trust Preferred Securities to be remarketed, and, as promptly as reasonably practicable thereafter on the same date, the Custodial Agent will deliver to the Remarketing Agent for remarketing all Separate Trust Preferred Securities delivered (and not withdrawn) to the Custodial Agent pursuant to this Section 4.5(c). The portion of the proceeds from such remarketing equal to the amount calculated in respect of such Separate Trust Preferred Securities as set forth in Section 5.2(b) of the Purchase Contract Agreement will automatically be remitted promptly by the Remarketing Agent to the Custodial Agent for the benefit of the holders of such Separate Trust Preferred Securities. In addition, after deducting as the remarketing fee an amount not exceeding 25 basis points (.25%) of the total proceeds of such remarketing, 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 best efforts, the Remarketing Agent advises the Custodial Agent in writing that there has been a Failed Remarketing, the Remarketing Agent will promptly return such Trust Preferred Securities to the Custodial Agent for redelivery to such holders. In the event of a dissolution of the Trust and the distribution of the LLC Preferred Securities or Notes, as the case may be, as described in the Trust Agreement, all references to "Separate Trust Preferred Securities" in this Section 4.5(c) shall be deemed to be references to LLC Preferred Securities or Notes, as the case may be, which are not pledged hereunder or required to be part of the Collateral. (d) With respect to any Separate Trust Preferred Security accepted for remarketing under Section 4.5(c) hereof and the Remarketing Agreement and not validly released thereunder from participation in such remarketing, the Holder thereof hereby confirms, agrees and acknowledges that such Holder shall have affirmatively waived during the time that the Trust Preferred Security is subject to the remarketing such Holder's right to withdraw any LLC Preferred Security corresponding to such Trust Preferred Security. (e) Notwithstanding the foregoing Section 4.5(c), the parties hereto confirm, agree and acknowledge that with respect to any Separate Trust Preferred Security for which the Holder thereof has submitted to the Property Trustee and not validly revoked in accordance with the Trust Agreement, a request to withdraw any LLC Preferred Security corresponding to such Trust Preferred Security, the Holder of such Separate Trust Preferred Security may not elect to have such Separate Trust Preferred Security remarketed.

Remarketing; Application of Proceeds; Settlement. (a) The Collateral Pursuant to the Purchase Contract Agreement, the Purchase Contract Agent shall notify, not later than by 4:00 p.m., New York City time, on the eighth Business Day preceding the Initial Remarketing Date or any Subsequent Remarketing Date, as the case may be, the Remarketing Agent and the Collateral Agent of the aggregate number of Capital Securities comprising part of Normal Units to be remarketed. If the Remarketing Agent successfully remarkets the Capital Securities, the Reset Agent shall, by approximately 4:30 P.M., New York City time, on the day of the successful Remarketing within the Initial Remarketing Period or the applicable Subsequent Remarketing Period, as the case may be, so promptly notify by telephone (promptly confirmed in writing) the Collateral Agent. Upon receipt of such notice, the Collateral Agent shall, by 10:00 a.m., New York City time, on the third second Business Day preceding the Initial Remarketing Date or the first day of any subsequent Subsequent Remarketing PeriodDate, as applicable, the Remarketing Agent of the aggregate number of Pledged Notes to be remarketed. The Collateral Agent shall, not later than 10:00 a.m., New York City time, on the third Business Day immediately preceding the Initial Remarketing Date or the first day of any subsequent Remarketing Period, as applicablecase may be, without any instruction from Holders of Equity Security Normal Units, Transfer (i) deliver the Pledged Notes Capital Securities to be remarketed to the Remarketing Agent for remarketing. Upon settlement of the occurrence of a successful remarketing, (ii) deliver the remaining Pledged Capital Securities to the Purchase Contract Agent for distribution to the Holders that have elected not to participate in the remarketing and (iii) dispose of the Opt-out Treasury Consideration in accordance with the provisions of Section 5.4(b)(v) of the Purchase Contract Agreement. The Remarketing Agent will deliver the Agent-purchased Treasury Consideration (as defined in the Purchase Contract Agreement) purchased from the proceeds of the successful remarketing attributable to the Pledged Notes to the Purchase Contract Agent, which shall thereupon deliver such Agent-purchased Treasury Consideration to the Collateral Agent. Upon receipt of such the Agent-purchased Treasury Consideration from the Purchase Contract AgentAgent following a successful remarketing, the Collateral Agent, for the benefit of the Company, shall thereupon hold in the Collateral Account apply such Treasury Consideration to secure such Equity Security Units Holders' obligations under the Purchase Contracts and to fund the quarterly payment due to Equity Security Units Holders on the Stock Purchase Date in an amount equal to the quarterly interest payment on the Notes, calculated at the initial annual interest rateContracts. On the Stock Purchase Date, the Collateral Agent shall, at the direction of the Company, (i) shall apply that portion of the payments received in respect of the Pledged Treasury Consideration equal to the aggregate Stated Amount of the related Equity Security Normal Units to satisfy in full the obligations of such Equity Security Holders of Normal Units Holders to pay the Purchase Price under the related Purchase Contracts and (ii) apply the Contracts. The remaining portion to pay of such Proceeds, if any, shall be distributed by the quarterly payment due to Equity Security Units Holders on such Stock Purchase Date in an amount equal Collateral Agent to the quarterly interest Purchase Contract Agent for payment on the Notes, calculated at the initial annual interest rateto such Holders. (bi) The If the Remarketing Agent fails to remarket the Capital Securities during the Initial Remarketing Period, settling on the Initial Remarketing Date, the Remarketing Agent shall make one or more further attempts to remarket the Notes Capital Securities in accordance with the procedures set forth in the Purchase Contract Agreement and the Remarketing AgreementAgreement between the Initial Remarketing Date and the Stock Purchase Date, provided that the requirements of Section 5.4(b)(ii) of the Purchase Contract Agreement have been met. If there is a Failed Remarketing, the Remarketing Agent shall, on the date of such Failed Remarketing, so promptly notify by telephone (promptly confirmed in writing) the Collateral Agent. (ii) If by 4:00 p.m., New York City time, on the fifth Business Day immediately preceding the Stock Purchase Date, the Remarketing Agent has failed to remarket the Notes Capital Securities at approximately, but not less than, 100.5% of the Remarketing ValueValue (as described in the Purchase Contract Agreement), the Last Failed Remarketing shall be deemed to have occurred. Within three Business Days following the Last Failed Remarketing, the Pledged Notes delivered to the Remarketing Agent pursuant to Section 4.5(a) hereof shall be returned to the Collateral Agent. In this case, occurred and the Remarketing Agent shall advise promptly notify by telephone (promptly confirmed in writing) the Collateral Agent in writing that it cannot remarket the related Pledged Notes of such Holders of Equity Security Units, and the Holders of Equity Security Units that have not made an Early Settlement, Merger Early Settlement or Cash Settlement shall be deemed to have directed the Company to sell or deliver the Pledged Notes in full satisfaction of their obligations under the Purchase ContractsContract Agent thereof. Pursuant to the written direction of the Company, the The Collateral Agent, for the benefit of the Company will, at the written direction of the Company, will sell retain or deliver dispose of the Pledged Notes Capital Securities in accordance with the Company's written direction to applicable law and satisfy in full, from any such sale disposition or deliveryretention, such Holders' obligations under the related Purchase Contracts to pay the Purchase Price for the Common Stock; providedprovided that, that if upon the Last Failed Remarketing, Remarketing the Collateral Agent sells or delivers exercises such rights for the Pledged Notes in accordance with the written direction benefit of the CompanyCompany with respect to such Capital Securities, any accrued accumulated and unpaid interest distributions on such Notes Capital Securities will become payable by the Company to the Purchase Contract Agent for payment to the Holders Holder of the Equity Security Normal Units to which such Notes relate Capital Securities relates in accordance with the Purchase Contract Agreement. (c) In the event a Holder of Stripped Units has not effected a Cash Settlement, made an Early Settlement or Merger Early Settlement of the Purchase Contracts underlying its Stripped Units, such Holder shall be deemed to have elected to pay for the shares of Common Stock to be issued under such Purchase Contracts from the payments received in respect of the related Pledged Treasury Securities. Without receiving any instruction from any such HolderHolder of Stripped Units, the Collateral Agent shall apply such payments to the settlement of such Purchase Contracts on the Stock Purchase Date pursuant to the written instruction of the Purchase Contract AgentDate. In the event the payments received in respect of the related Pledged Treasury Securities are in excess of the aggregate Purchase Price under 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 such Holders of the Stripped UnitsHolders. (d) At any time after On or prior to the ninth Business Day preceding the Initial Remarketing Date, but no earlier than the Payment Date immediately preceding the Initial Remarketing Date and Date, holders of Separate Capital Securities may elect to have their Separate Capital Securities remarketed by delivering their Separate Capital Securities, together with a notice of such election, substantially in the form of Exhibit C hereto, to the Custodial Agent. On the eighth Business Day --------- prior to 11:00 a.m.the Initial Remarketing Date or any Subsequent Remarketing Date, as the case may be, by 4:00 p.m., New York City time, on the fourth Business Day immediately preceding Custodial Agent shall notify the Initial Remarketing Date or Agent of the first day number of any subsequent Remarketing Period, as applicable, holders such Separate Capital Securities to be remarketed. The Custodial Agent will hold such Separate Capital Securities in an account separate from the Collateral Account. A holder of Separate Notes may elect Capital Securities electing to have its Separate Capital 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, to be received at or prior --------- to

Remarketing; Application of Proceeds; Settlement. (a) Pursuant to the Purchase Contract Agreement, the Purchase Contract Agent shall notify, by 3:00 pm., New York City time, on the [second] Business Day immediately preceding the Remarketing Date or any Subsequent Remarketing Date, as the case may be, the Remarketing Agent and the Collateral Agent of the aggregate number of Trust Preferred Securities comprising part of Normal Units to be remarketed. The Collateral Agent shall notifydeliver, not later than by 10:00 a.m., New York City time, on the third Business Day preceding the Initial Remarketing Date or the first day of any subsequent Remarketing Period, as applicable, the Remarketing Agent of the aggregate number of Pledged Notes to be remarketed. The Collateral Agent shall, not later than 10:00 a.m., New York City time, on the third Business Day immediately preceding the Initial Remarketing Date or the first day of any subsequent Subsequent Remarketing PeriodDate, as applicablethe case may be: (i) the Pledged Trust Preferred Securities to be remarketed to the Remarketing Agent for remarketing, without any instruction from Holders of Equity Security Normal Units, Transfer the Pledged Notes and (ii) upon (a) written notice, pursuant to the Remarketing Purchase Contract Agreement, from such Holders that have elected to not participate in the remarketing and b) the delivery by such Holders of the Opt-out Treasury Consideration to the Collateral Agent (in substitution for such previously Pledged Trust Preferred Securities the remaining Pledged Trust Preferred Securities), the remaining Pledged Trust Preferred Securities to the Purchase Contract Agent for remarketing. Upon the occurrence of a successful remarketing, the distribution to such Holders.. The Remarketing Agent will deliver the Agent-purchased Treasury Consideration (as defined in the Purchase Contract Agreement) purchased from the proceeds of the successful remarketing attributable to the Pledged Notes to the Purchase Contract Agent, which shall thereupon deliver such Agent-purchased Treasury Consideration to the Collateral Agent. Upon receipt of such the Agent-purchased Treasury Consideration from the Purchase Contract AgentAgent following a successful remarketing, the Collateral Agent, for the benefit of the Company, shall thereupon hold in deposit such Treasury Consideration into the Collateral Account such Treasury Consideration to secure such Equity Security Units Holders' obligations under the Purchase Contracts and to fund the quarterly payment due to Equity Security Units Holders on the Stock Purchase Date in an amount equal to the quarterly interest payment on the Notes, calculated at the initial annual interest rateContracts. On the Stock Purchase Date, the Collateral Agent shall, at the direction of the Company, (i) shall apply that portion of the payments received in respect of the Pledged Treasury Consideration equal to the aggregate Stated Amount of the related Equity Security Normal Units to satisfy in full the obligations of such Equity Security Holders of Normal Units Holders to pay the Purchase Price under the related Purchase Contracts and (ii) apply the Contracts. The remaining portion to pay of such Proceeds, if any, shall be distributed by the quarterly payment due to Equity Security Units Holders on such Stock Purchase Date in an amount equal Collateral Agent to the quarterly interest Purchase Contract Agent for prompt payment on to such Holders. Within three Business Days following a Failed Remarketing, the NotesTrust Preferred Securities delivered to the Remarketing Agent and the Purchase Contract Agent pursuant to Section 4.5(a) shall be returned to the Collateral Agent, calculated at together with written notice from the initial annual interest rate. (b) Remarketing Agent of the Failed Remarketing. The Collateral Agent, for the benefit of the Company, shall thereupon deposit such Trust Preferred Securities into the Collateral Account, to secure the Normal Units Holders' obligations under the Purchase Contracts. The Remarketing Agent shall may make one or more attempts to remarket the Notes Trust Preferred Securities in accordance with the procedures set forth in the Purchase Contract Agreement and the Remarketing Agreement. If by 4:00 p.m., New York City time, on Agreement between the fifth Business Day immediately preceding Remarketing Date and the Stock Purchase Date, provided that the requirements of Section 5.2(b)(ii) of the Purchase Contract Agreement have been met. If by the Stock Purchase Date the Remarketing Agent has failed to remarket the Notes Trust Preferred Securities at approximately, but not less than, 100.5100.25% of the Remarketing Value, Value (as described in the Last Failed Remarketing shall be deemed to have occurred. Within three Business Days following the Last Failed Remarketing, the Pledged Notes delivered to the Remarketing Agent pursuant to Section 4.5(a) hereof shall be returned to the Collateral Agent. In this casePurchase Contract Agreement), the Remarketing Agent shall advise the Collateral Agent in writing that it cannot remarket the related Pledged Notes Trust Preferred Securities of such Holders of Equity Security Normal Units, and the Holders of Equity Security Units that have not made an Early Settlement, Merger Early Settlement or Cash Settlement shall be deemed to have directed the Company to sell or deliver the Pledged Notes in full satisfaction of their obligations under the Purchase Contracts. Pursuant to the written direction of the Company, the The Collateral Agent, for the benefit of the Company will, at the written direction of the Company, will sell retain or deliver dispose of the Pledged Notes Trust Preferred Securities in accordance with the Company's written direction to applicable law and satisfy in full, from any such sale disposition or deliveryretention, such Holders' obligations under the related Purchase Contracts to pay the Purchase Price for the Common Stock; provided, that if upon the Last a Failed Remarketing, the Collateral Agent sells or delivers exercises such rights for the Pledged Notes in accordance with the written direction benefit of the CompanyCompany with respect to such Trust Preferred Securities, any accrued accumulated and unpaid interest distributions on such Notes Trust Preferred Securities will become payable by the Company to the Purchase Contract Agent for payment to the Holders Holder of the Equity Security Normal Units to which such Notes relate Trust Preferred Securities relates in accordance with the Purchase Contract Agreement. (cb) In the event a Holder of Stripped Units has not effected a Cash Settlement, made an Early Settlement or Merger Early Settlement of the Purchase Contracts underlying its Stripped UnitsUnits , such Holder shall be deemed to have elected to pay for the shares of Common Stock to be issued under such Purchase Contracts from the payments received in respect of the related Pledged Treasury Securities. Without receiving any instruction from any such HolderHolder of Stripped Units, the Collateral Agent shall apply such payments to the settlement of such Purchase Contracts on the Stock Purchase Date pursuant to the written instruction of the Purchase Contract AgentDate. In the event the payments received in respect of the related Pledged Treasury Securities are in excess of the aggregate Purchase Price under of the Purchase Contracts being settled thereby, the Collateral Agent shall promptly distribute such excess, when received, to the Purchase Contract Agent for the benefit of such Holders of the Stripped UnitsHolders. (dc) At any time after Pursuant to the Remarketing Agreement, on or prior to the [second] Business Day immediately preceding the Remarketing Date, but no earlier than the Payment Date immediately preceding the Initial Remarketing Date and prior Date, holders of Separate Trust Preferred Securities may elect to 11:00 have their Separate Trust Preferred Securities remarketed by delivering their Separate Trust Preferred Securities, together with a notice of such election, substantially in the form of Exhibit C hereto, to the Custodial Agent. On the [third] Business Day immediately preceding the Remarketing Date, by 10:00 a.m., New York City time, the Custodial Agent shall notify the Remarketing Agent of the number of such Separate Trust Preferred Securities to be remarketed unless any of such holders of Separate Trust Preferred Securities exercise their right to withdraw as described below. The Custodial Agent will hold such Separate Trust Preferred Securities in an account separate from the Collateral Account. A holder of Separate Trust Preferred Securities electing to have its Separate Trust Preferred 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 fourth second Business Day immediately preceding the Initial Remarketing Date and any Subsequent Remarketing Date, upon which notice the Custodial Agent will return such Separate Trust Preferred Securities to such holder. [On the [first] Business Day immediately preceding the Remarketing Date or any Subsequent Remarketing Date][discuss], the first day Custodial Agent will deliver to the Remarketing Agent for remarketing all Separate Trust Preferred Securities delivered to the Custodial Agent pursuant to this Section 4.5(c) and not withdrawn pursuant to the terms hereof prior to such date. The portion of any subsequent the proceeds from such remarketing equal to the amount calculated in respect of such Separate Trust Preferred Securities as set forth in Section 5.2(b) of the Purchase Contract Agreement will automatically be remitted promptly by the Remarketing Period, as applicable, holders of Separate Notes may elect toAgent to the Custodial Agent for the

Remarketing; Application of Proceeds; Settlement. (a) The Collateral Pursuant to the Purchase Contract Agreement, the Purchase Contract Agent shall notify, not later than by 10:00 a.m., New York City time, on the third Business Day preceding the Initial Remarketing Date or the first day of any subsequent Subsequent Remarketing PeriodDate, as applicablethe case may be, the Remarketing Agent and the Collateral Agent of the aggregate number principal amount of Pledged Notes Debentures comprising part of Normal Units to be remarketed. The Collateral Agent shall, not later than by 10:00 a.m., New York City time, on the third Business Day immediately preceding the Initial Remarketing Date or the first day of any subsequent Subsequent Remarketing PeriodDate, as applicablethe case may be, without any instruction from Holders of Equity Security Normal Units, Transfer deliver (i) the Pledged Notes Debentures to be remarketed to the Remarketing Agent for remarketingremarketing and (ii) the remaining Pledged Debentures to the Purchase Contract Agent for distribution to the Holders that have elected not to participate in the remarketing in accordance with the Purchase Contract Agreement. Upon the occurrence of a successful remarketing, the The Remarketing Agent will deliver the Agent-purchased Treasury Consideration (as defined in the Purchase Contract Agreement) purchased from the proceeds of the successful remarketing attributable to the Pledged Notes to the Purchase Contract Agent, which shall thereupon deliver such Agent-purchased Treasury Consideration to the Collateral Agent. Upon receipt of such the Agent-purchased Treasury Consideration from the Purchase Contract AgentAgent following a successful remarketing, the Collateral Agent, for the benefit of the Company, shall thereupon hold in the Collateral Account apply such Treasury Consideration to secure such Equity Security Units Holders' obligations under the Purchase Contracts and to fund the quarterly payment due to Equity Security Units Holders on the Stock Purchase Date in an amount equal to the quarterly interest payment on the Notes, calculated at the initial annual interest rateContracts. On the Stock Purchase Date, the Collateral Agent shall, at the direction of the Company, (i) shall apply that portion of the payments received in respect of the Pledged Treasury Consideration equal to the aggregate Stated Amount of the related Equity Security Normal Units to satisfy in full the obligations of such Equity Security Holders of Normal Units Holders to pay the Purchase Price under the related Purchase Contracts and (ii) apply the Contracts. The remaining portion to pay of such Proceeds, if any, shall be distributed by the quarterly payment due to Equity Security Units Holders on such Stock Purchase Date in an amount equal Collateral Agent to the quarterly interest Purchase Contract Agent for payment on the Notes, calculated at the initial annual interest rateto such Holders. (b) Within three Business Days following a Failed Remarketing, the Debentures delivered to the Remarketing Agent and the Purchase Contract Agent pursuant to Section 4.5(a) shall be returned to the Collateral Agent, together with written notice from the Remarketing Agent of the Failed Remarketing. The Collateral Agent, for the benefit of the Company, shall thereupon apply such Debentures to secure the Normal Units Holders' obligations under the Purchase Contracts. The Remarketing Agent shall may make one or more attempts to remarket the Notes Debentures in accordance with the procedures set forth in the Purchase Contract Agreement and the Remarketing AgreementAgreement between the Remarketing Date and the Stock Purchase Date, provided that the requirements of Section 5.4(b)(ii) of the Purchase Contract Agreement have been met. If by 4:00 p.m., New York City time, on the fifth Business Day immediately preceding the Stock Purchase Date, Date the Remarketing Agent has failed to remarket the Notes Debentures at approximately, but not less than, 100.5% of the Remarketing ValueValue (as described in the Purchase Contract Agreement), the Last Failed Remarketing shall be deemed to have occurred. Within three Business Days following the Last Failed Remarketing, the Pledged Notes delivered to the Remarketing Agent pursuant to Section 4.5(a) hereof shall be returned to the Collateral Agent. In this case, the Remarketing Agent shall advise the Collateral Agent in writing that it cannot remarket the related Pledged Notes Debentures of such Holders of Equity Security Normal Units, and the Holders of Equity Security Units that have not made an Early Settlement, Merger Early Settlement or Cash Settlement shall be deemed to have directed the Company to sell or deliver the Pledged Notes in full satisfaction of their obligations under the Purchase Contracts. Pursuant to the written direction of the Company, the The Collateral Agent, for the benefit of the Company will, at the written direction of the Company, will sell deliver or deliver dispose of the Pledged Notes Debentures in accordance with the Company's written direction instructions to satisfy in full, from any such sale disposition or deliveryretention, such Holders' obligations under the related Purchase Contracts to pay the Purchase Price for the Common Stock; provided, that if upon the Last Failed Remarketing, the Collateral Agent sells delivers or delivers disposes of the Pledged Notes Debentures in accordance with the written direction instructions of the Company, any accrued and unpaid interest on such Notes Debentures will become payable by the Company to the Purchase Contract Agent for payment to the Holders Holder of the Equity Security Normal Units to which such Notes Debentures relate in accordance with the Purchase Contract Agreement. (c) In the event a Holder of Stripped Units has not effected a Cash Settlement, made an Early Settlement or Merger Early Settlement of the Purchase Contracts underlying its Stripped Units, such Holder shall be deemed to have elected to pay for the shares of Common Stock to be issued under such Purchase Contracts from the payments received in respect of the related Pledged Treasury Securities. Without receiving any instruction from any such HolderHolder of Stripped Units, the Collateral Agent shall apply such payments to the settlement of such Purchase Contracts on the Stock Purchase Date pursuant to the written instruction of instructions from the Purchase Contract Agent. In the event the payments received in respect of the related Pledged Treasury Securities are in excess of the aggregate Purchase Price under 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 such Holders of the Stripped UnitsHolders. (d) At Pursuant to the Remarketing Agreement, on or prior to the fourth Business Day preceding the Remarketing Date or any time after Subsequent Remarketing Date, but no earlier than the Payment Date immediately preceding the Initial Remarketing Date or the Subsequent Remarketing Date, holders of Separate Debentures may elect to have their Separate Debentures remarketed by delivering their Separate Debentures, together with a notice of such election, substantially in the form of Exhibit C hereto, to the Custodial Agent. On the third Business Day prior to the Remarketing Date and prior to 11:00 a.m.any Subsequent Remarketing Date, by 10:00 a.m. New York City time, on the fourth Custodial Agent shall notify the Remarketing Agent of the principal amount of such Separate Debentures to be remarketed. The Custodial Agent will hold such Separate Debentures in an account separate from the Collateral Account. A holder of Separate Debentures electing to have its Separate Debentures 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, prior to the Business Day immediately preceding the Initial Remarketing Date or and any Subsequent Remarketing Date, upon which notice the first day Custodial Agent will return such Separate Debentures to such holder. On the Business Day immediately preceding the Remarketing Date and any Subsequent Remarketing Date, the Custodial Agent will deliver to the Remarketing Agent for remarketing all Separate Debentures delivered to the Custodial Agent pursuant to this Section 4.5(d) and not withdrawn pursuant to the terms hereof prior to such date. The portion of any subsequent the proceeds from such remarketing equal to the amount calculated in respect of such Separate Debentures as set forth in Section 5.4(b) of the Purchase Contract Agreement will automatically be remitted by the Remarketing Period, as applicable, Agent to the Custodial Agent for the benefit of the holders of such Separate Notes may elect toDebentures. In addition, after deducting as the remarketing fee an amount not exceeding 25 basis points (.25%) of the total proceeds of such remarketing, 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 best efforts, the Remarketing Agent advises the Custodial Agent in writing that there has been a Failed Remarketing, the Remarketing Agent will promptly return such Debentures to the Custodial Agent for

Remarketing; Application of Proceeds; Settlement. (a) The Collateral Pursuant to the Purchase Contract Agreement, the Purchase Contract Agent shall notify, not later than by 10:00 a.m., New York City time, on the third Business Day preceding the Initial Remarketing Date or the first day of any subsequent Remarketing Period, as applicable, the Remarketing Agent and the Collateral Agent of the aggregate number principal amount of Pledged Notes comprising part of Normal Units to be remarketed. The Collateral Agent shall, not later than by 10:00 a.m., New York City time, on the third Business Day immediately preceding the Initial Remarketing Date or the first day of any subsequent Remarketing Period, as applicable, without any instruction from Holders of Equity Security Normal Units, Transfer deliver (i) the Pledged Notes to be remarketed to the Remarketing Agent for remarketingremarketing and (ii) the remaining Pledged Notes to the Purchase Contract Agent for distribution to the Holders that have elected not to participate in the remarketing in accordance with the Purchase Contract Agreement. Upon the occurrence of a successful remarketing, the The Remarketing Agent will agree pursuant to the Remarketing Agreement to deliver the Agent-purchased Treasury Consideration purchased from the proceeds of the a successful remarketing attributable to the Pledged Notes to the Purchase Contract Agent, which shall thereupon deliver such Agent-purchased Treasury Consideration to the Collateral Agent. Upon receipt of such the Agent-purchased Treasury Consideration from the Purchase Contract AgentAgent following a successful remarketing, the Collateral Agent, for the benefit of the Company, shall thereupon hold in the Collateral Account such Agent-purchased Treasury Consideration to secure such Equity Security Units Holders' obligations under the Purchase Contracts and to fund the quarterly payment due to Equity Security Units Holders on the Stock Purchase Date in an amount equal to the quarterly interest payment on the Notes, calculated at the initial annual interest rateContracts. On the Stock Share Purchase Date, the Collateral Agent shall, at the direction of the Company, (i) shall apply that portion of the payments received in respect of the Pledged Treasury Consideration equal to the aggregate Stated Amount of the related Equity Security Normal Units to satisfy in full the obligations of such Equity Security Holders of Normal Units Holders to pay the Purchase Price under the related Purchase Contracts and (ii) apply the Contracts. The remaining portion of such Proceeds, if any, shall be distributed by the Collateral Agent to pay the quarterly Purchase Contract Agent for payment due to Equity Security Units Holders on such Stock Purchase Date each Holder of a Normal Unit a cash payment in an amount equal to the 1/40, or 2.5%, of a quarterly interest payment on the Notes, calculated $1,000 principal amount of a Senior Note at the initial annual interest raterate of 5.25%. (b) Promptly following a Failed Remarketing, the Notes delivered to the Remarketing Agent and the Purchase Contract Agent pursuant to Section 4.5(a) shall be returned to the Collateral Agent, together with written notice from the Remarketing Agent of the Failed Remarketing. The Collateral Agent, for the benefit of the Company, shall thereupon hold such Notes to secure the obligations of Holders of Normal Units under the Purchase Contracts. The Remarketing Agent shall agree to make one or more attempts to remarket the Notes in accordance with the procedures set forth in the Purchase Contract Agreement and the Remarketing AgreementAgreement between the Remarketing Date and the Share Purchase Date, provided that the requirements of Section 5.4(b)(ii) of the Purchase Contract Agreement have been met. If by 4:00 p.m., New York City time, on the fifth third Business Day immediately preceding the Stock Share Purchase Date, Date the Remarketing Agent has failed to remarket the Notes at approximately, but not less than, 100.5a price equal to at least 100.25% of the Remarketing ValueValue (as described in the Purchase Contract Agreement), the "Last Failed Remarketing Remarketing" shall be deemed to have occurred. Within three Business Days following the Last Failed Remarketing, the Pledged Notes delivered to the Remarketing Agent pursuant to Section 4.5(a) hereof shall be returned to the Collateral Agent. In this case, the Remarketing Agent shall will agree to advise the Collateral Agent in writing that it cannot remarket the related Pledged Notes of such Holders of Equity Security Units, Normal Units and the Holders of Equity Security Units that have not made an Early Settlement, Merger Early Settlement or Cash Settlement shall be deemed to have directed the Company to sell or deliver the Pledged Notes in full satisfaction of their obligations under the Purchase Contracts. Pursuant Remarketing Agent will agree pursuant to the written direction of Remarketing Agreement to promptly return to the Company, Collateral Agent the Notes delivered to it pursuant to Section 4.5(a). The Collateral Agent, for the benefit of the Company will, at the written direction of the Company, will sell deliver or deliver dispose of the Pledged Notes in accordance with the Company's written direction instructions to satisfy in full, from any such sale disposition or deliveryretention, such Holders' obligations under the related Purchase Contracts to pay the Purchase Price for the Common StockShares; provided, provided that if upon a Failed Remarketing or the Last Failed Remarketing, as the case may be, the Collateral Agent sells delivers or delivers disposes of the Pledged Notes in accordance with the written direction instructions of the Company, any accrued and unpaid interest on such Notes will become payable by the Company to the Purchase Contract Agent for payment to the Holders Holder of the Equity Security Normal Units to which such Notes relate in accordance with the Purchase Contract Agreement. (c) In the event a Holder of Stripped Units has not effected a Cash made an Early Settlement, Merger Early Settlement or Merger Early Cash Settlement of the Purchase Contracts underlying its Stripped Units, such Holder shall be deemed to have elected to pay for the shares of Common Stock Shares to be issued under such Purchase Contracts from the payments received in respect of the related Pledged Treasury Securities. Without receiving any instruction from any such HolderHolder of Stripped Units, the Collateral Agent shall apply such payments to the settlement of such Purchase Contracts on the Stock Share Purchase Date pursuant to the written instruction of instructions from the Purchase Contract Agent. In the event the payments received in respect of the related Pledged Treasury Securities are in excess of the aggregate Purchase Price under 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 payment to such Holders of the Stripped Units. (d) At Pursuant to the Remarketing Agreement and Purchase Contract Agreement, on or prior to the fourth Business Day preceding the first day of any time after Remarketing Period, but no earlier than the Payment Date immediately preceding the Initial first day of such Remarketing Date and Period, holders of Separate Notes may elect to have their Separate Notes remarketed by delivering their Separate Notes, together with a notice of such election, substantially in the form of Exhibit C hereto, to the Custodial Agent. On the third Business Day prior to 11:00 the first day of any Remarketing Period, by 10:00 a.m., New York City time, the Custodial Agent shall notify the Remarketing Agent of the principal amount of such Separate Notes to be remarketed. The Custodial Agent will hold such Separate Notes in an account separate from the Collateral Account. A holder of Separate Notes electing to have its Separate Notes 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 fourth Business Day immediately preceding the Initial first day of any Remarketing Date or Period, upon which notice the Custodial Agent will return such Separate Notes to such holder. On the Business Day immediately preceding the first day of any subsequent Remarketing Period, the Custodial Agent will deliver to the Remarketing Agent for remarketing all Separate Notes delivered to the Custodial Agent pursuant to this Section 4.5(d) and not withdrawn pursuant to the terms hereof prior to such date. The portion of the proceeds from such remarketing equal to the amount calculated in respect of such Separate Notes as applicable, set forth in Section 5.4(b) of the Purchase Contract Agreement will automatically be remitted by the Remarketing Agent to the Custodial Agent for the benefit of the holders of such Separate Notes may elect toNotes. In addition, after deducting as the remarketing fee an amount not exceeding 25 basis points (.25%) of the total proceeds of such remarketing of such Separate Notes, the Remarketing Agent will remit to the Custodial Agent the remaining portion of the proceeds, if any, for payment to such holders. If, despite using commercially reasonable best efforts, the Remarketing Agent advises the Custodial Agent in writing that there has been a Failed Remarketing,

Remarketing; Application of Proceeds; Settlement. (a) The Collateral Pursuant to the Purchase Contract Agreement, the Purchase Contract Agent shall notify, not later than by 10:00 a.m., New York City time, on the third Business Day preceding the Initial Remarketing Date or the first day of any subsequent a Remarketing Period, as applicable, the Remarketing Agent and the Collateral Agent of the aggregate number principal amount of Pledged Notes comprising part of Normal Units to be remarketed. The Collateral Agent shall, not later than by 10:00 a.m., New York City time, on the third Business Day immediately preceding the Initial Remarketing Date or the first day of any subsequent Remarketing Period, as applicable, without any instruction from Holders of Equity Security Normal Units, Transfer deliver the Pledged Notes to be remarketed to the Remarketing Agent for remarketing. Upon After deducting as the occurrence remarketing fee an amount not exceeding basis points (. %) of a successful remarketingthe total proceeds of such remarketing of Pledged Notes, the Remarketing Agent will deliver the Agent-purchased Treasury Consideration purchased from the proceeds of the successful remarketing attributable to the Pledged Notes to the Purchase Contract Agent, which shall thereupon deliver such Agent-purchased Treasury Consideration to the Collateral Agent. Upon receipt of such the Agent-purchased Treasury Consideration from the Purchase Contract AgentAgent following a successful remarketing pursuant to the Purchase Contract Agreement, (i) the Collateral Agent, for the benefit of the Company, shall thereupon hold in the Collateral Account such Agent-Purchased Treasury Consideration to secure such Equity Security Normal Units Holders' ’ obligations under the Purchase Contracts and to fund the quarterly interest payment due to Equity Security Normal Units Holders on the Stock Purchase Date in an amount equal Date, and (ii) the remaining portion, if any, of the proceeds of such successful remarketing shall be distributed by the Remarketing Agent to the quarterly interest Purchase Contract Agent for payment on the Notes, calculated at the initial annual interest rateto such Normal Units Holders participating in such remarketing. On the Stock Purchase Date, the Collateral Agent shall, at the direction of the Company, (i) shall apply that portion of the payments received in respect of the Pledged Treasury Consideration equal to the aggregate Stated Amount of the related Equity Security Normal Units to satisfy in full the obligations of such Equity Security Normal Units Holders to pay the Purchase Price under the related Purchase Contracts and (ii) apply the remaining portion to pay the quarterly payment due to Equity Security Normal Units Holders on such Stock Purchase Date Date, which such quarterly payment shall be paid in an amount equal to the Coupon Rate for such quarterly interest payment on the Notes, calculated at the initial annual interest ratepayment. (b) Promptly following a Failed Remarketing, the Notes delivered to the Remarketing Agent pursuant to Section 4.5(a) shall be returned to the Collateral Agent. The Collateral Agent, for the benefit of the Company, shall thereupon hold such Notes to secure the Normal Units Holders’ obligations under the Purchase Contracts. The Remarketing Agent shall make one or more attempts to remarket the Notes in accordance with the procedures set forth in the Purchase Contract Agreement and the Remarketing Agreement, provided that the requirements of Section 5.4(b)(ii) of the Purchase Contract Agreement have been met. If by 4:00 p.m., New York City time, on the fifth Business Day immediately preceding the Stock Purchase Date, the Remarketing Agent has failed to remarket the Notes at approximately, but not less than, 100.5a price equal to at least 100. % of the Remarketing Value, the “Last Failed Remarketing Remarketing” shall be deemed to have occurred. Within three Business Days Promptly following the Last Failed Remarketing, the Pledged Notes delivered to the Remarketing Agent pursuant to Section 4.5(a) hereof shall be returned to the Collateral Agent. In this case, the Remarketing Agent shall advise the Collateral Agent in writing that it cannot remarket the related Pledged Notes of such Holders of Equity Security Units, and the Holders of Equity Security Units that have not made an Early Settlement, Merger Early Settlement or Cash Settlement shall be deemed to have directed the Company to sell or deliver the Pledged Notes in full satisfaction of their obligations under the Purchase Contracts. Pursuant to the written direction of the Company, the The Collateral Agent, for the benefit of the Company will, at the written direction of the Company, will sell retain or deliver dispose of the Pledged Notes in accordance with the Company's written direction to applicable law and satisfy in full, from any such sale disposition or deliveryretention, such Holders' ’ obligations under the related Purchase Contracts to pay the Purchase Price for the Common Stock; provided, that if upon a Failed Remarketing or the Last Failed Remarketing, as the case may be, the Collateral Agent sells or delivers exercises such rights for the Pledged Notes in accordance with the written direction benefit of the CompanyCompany with respect to such Notes, any accrued and unpaid interest on such Notes will become payable by the Company to the Purchase Contract Agent for payment to the Holders Holder of the Equity Security Normal Units to which such Notes relate in accordance with the Purchase Contract Agreement. (c) In the event a Holder of Stripped Units has not effected made a Cash Settlement, Early Settlement or Merger Early Settlement of the Purchase Contracts underlying its Stripped Units, such Holder shall be deemed to have elected to pay for the shares of Common Stock to be issued under such Purchase Contracts from the payments received in respect of the related Pledged Treasury Securities. Without receiving any instruction from any such Holder, the Collateral Agent shall apply such payments to the settlement of such Purchase Contracts on the Stock Purchase Date pursuant to the written instruction of the Purchase Contract AgentDate. In the event the payments received in respect of the related Pledged Treasury Securities are in excess of the aggregate Purchase Price under 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 such Holders of the Stripped Units. (d) At Pursuant to the Remarketing Agreement and the Purchase Contract Agreement, on or prior to the fourth Business Day preceding the first day of any time after Remarketing Period, but no earlier than the Payment Date immediately preceding , holders of Separate Notes may elect to have their Separate Notes remarketed by delivering their Separate Notes, together with a notice of such election, substantially in the Initial Remarketing Date and form of Exhibit A hereto, to the Custodial Agent. On the third Business Day prior to 11:00 the first day of any Remarketing Period, by 10:00 a.m., New York City time, the Custodial Agent shall notify the Remarketing Agent of the number of such Separate Notes to be remarketed. The Custodial Agent will hold such Separate Notes in an account separate from the Collateral Account. A holder of Separate Notes electing to have its Separate Notes remarketed will also have the right to withdraw such election by written notice to the Custodial Agent, substantially in the form of Exhibit B hereto, on or prior to the fourth Business Day immediately preceding the Initial first day of any Remarketing Date or Period, upon which notice the Custodial Agent will return such Separate Notes to such holder. On the Business Day immediately preceding the first day of any subsequent Remarketing Period, the Custodial Agent will deliver to the Remarketing Agent for remarketing all Separate Notes delivered to the Custodial Agent pursuant to this Section 4.5(d) and not withdrawn pursuant to the terms hereof prior to such date. The portion of the proceeds from such remarketing equal to the amount calculated in respect of such Separate Notes as applicable, set forth in Section 5.4(b) of the Purchase Contract Agreement will automatically be remitted by the Remarketing Agent to the Custodial Agent for the benefit of the holders of such Separate Notes. In addition, after deducting as the remarketing fee an amount not exceeding basis points (. %) of the total proceeds of such remarketing of such Separate Notes, the Remarketing Agent will remit to the Custodial Agent the remaining portion of the proceeds, if any, for the benefit of such holders of such Separate Notes. If, despite using commercially reasonable best efforts, there has been a Failed Remarketing or the Last Failed Remarketing, the Remarketing Agent will promptly return such Separate Notes may elect toto the Custodial Agent for redelivery to such holders of such Separate Notes.

Remarketing; Application of Proceeds; Settlement. (a) The Collateral Pursuant to the Purchase Contract Agreement, the Purchase Contract Agent shall notify, not later than by 10:00 a.m., New York City time, on the third Business Day preceding the Initial Remarketing Date or the first day of any subsequent Remarketing Period, as applicable, the Remarketing Agent and the Collateral Agent of the aggregate number principal amount of Pledged Notes comprising part of Normal Units to be remarketed. The Collateral Agent shall, not later than by 10:00 a.m., New York City time, on the third Business Day immediately preceding the Initial Remarketing Date or the first day of any subsequent Remarketing Period, as applicable, without any instruction from Holders of Equity Security Normal Units, Transfer deliver (i) the Pledged Notes to be remarketed to the Remarketing Agent for remarketingremarketing and (ii) the remaining Pledged Notes to the Purchase Contract Agent for distribution to the Holders that have elected not to participate in the remarketing in accordance with the Purchase Contract Agreement. Upon the occurrence of a successful remarketing, the The Remarketing Agent will deliver the Agent-purchased Treasury Consideration (as defined in the Purchase Contract Agreement) purchased from the proceeds of the successful remarketing attributable to the Pledged Notes to the Purchase Contract Agent, which shall thereupon deliver such Agent-purchased Treasury Consideration to the Collateral Agent. Upon receipt of such the Agent-purchased Treasury Consideration from the Purchase Contract AgentAgent following a successful remarketing, the Collateral Agent, for the benefit of the Company, shall thereupon hold in the Collateral Account such Agent-purchased Treasury Consideration to secure such Equity Security Units Holders' obligations under the Purchase Contracts and to fund the quarterly payment due to Equity Security Units Holders on the Stock Purchase Date in an amount equal to the quarterly interest payment on the Notes, calculated at the initial annual interest rateContracts. On the Stock Share Purchase Date, the Collateral Agent shall, at the direction of the Company, (i) shall apply that portion of the payments received in respect of the Pledged Treasury Consideration equal to the aggregate Stated Amount of the related Equity Security Normal Units to satisfy in full the obligations of such Equity Security Holders of Normal Units Holders to pay the Purchase Price under the related Purchase Contracts and (ii) apply the Contracts. The remaining portion of such Proceeds, if any, shall be distributed by the Collateral Agent to pay the quarterly Purchase Contract Agent for payment due to Equity Security Units Holders on such Stock Purchase Date each Holder of a Normal Unit a cash payment in an amount equal to the 1/40, or 2.5%, of a quarterly interest payment on the Notes, calculated $1000 principal amount of a Senior Note at the initial annual interest raterate of - %. (b) Promptly following a Failed Remarketing, the Notes delivered to the Remarketing Agent and the Purchase Contract Agent pursuant to Section 4.5(a) shall be returned to the Collateral Agent, together with written notice from the Remarketing Agent of the Failed Remarketing. The Collateral Agent, for the benefit of the Company, shall thereupon hold such Notes to secure the obligations of Holders of Normal Units under the Purchase Contracts. The Remarketing Agent shall make one or more attempts to remarket the Notes in accordance with the procedures set forth in the Purchase Contract Agreement and the Remarketing AgreementAgreement between the Remarketing Date and the Share Purchase Date, provided that the requirements of Section 5.4(b)(ii) of the Purchase Contract Agreement have been met. If by 4:00 p.m., New York City time, on the fifth third Business Day immediately preceding the Stock Share Purchase Date, Date the Remarketing Agent has failed to remarket the Notes at approximately, but not less than, 100.5a price equal to at least 100.25% of the Remarketing ValueValue (as described in the Purchase Contract Agreement), the "Last Failed Remarketing Remarketing" shall be deemed to have occurred. Within three Business Days following the Last Failed Remarketing, the Pledged Notes delivered to the Remarketing Agent pursuant to Section 4.5(a) hereof shall be returned to the Collateral Agent. In this case, the Remarketing Agent shall advise the Collateral Agent in writing that it cannot remarket the related Pledged Notes of such Holders of Equity Security Units, Normal Units and the Holders of Equity Security Units that have not made an Early Settlement, Merger Early Settlement or Cash Settlement shall be deemed to have directed the Company to sell or deliver the Pledged Notes in full satisfaction of their obligations under the Purchase Contracts. Pursuant delivered to the written direction of Remarketing Agent pursuant to Section 4.5(a) shall promptly be returned to the Company, the Collateral Agent. The Collateral Agent, for the benefit of the Company will, at the written direction of the Company, will sell deliver or deliver dispose of the Pledged Notes in accordance with the Company's written direction instructions to satisfy in full, from any such sale disposition or deliveryretention, such Holders' obligations under the related Purchase Contracts to pay the Purchase Price for the Common StockShares; provided, provided that if upon a Failed Remarketing or the Last Failed Remarketing, as the case may be, the Collateral Agent sells delivers or delivers disposes of the Pledged Notes in accordance with the written direction instructions of the Company, any accrued and unpaid interest on such Notes will become payable by the Company to the Purchase Contract Agent for payment to the Holders Holder of the Equity Security Normal Units to which such Notes relate in accordance with the Purchase Contract Agreement. (c) In the event a Holder of Stripped Units has not effected a Cash made an Early Settlement, Merger Early Settlement or Merger Early Cash Settlement of the Purchase Contracts underlying its Stripped Units, such Holder shall be deemed to have elected to pay for the shares of Common Stock Shares to be issued under such Purchase Contracts from the payments received in respect of the related Pledged Treasury Securities. Without receiving any instruction from any such HolderHolder of Stripped Units, the Collateral Agent shall apply such payments to the settlement of such Purchase Contracts on the Stock Share Purchase Date pursuant to the written instruction of instructions from the Purchase Contract Agent. In the event the payments received in respect of the related Pledged Treasury Securities are in excess of the aggregate Purchase Price under 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 such Holders of the Stripped Units. (d) At Pursuant to the Remarketing Agreement and Purchase Contract Agreement, on or prior to the fourth Business Day preceding the first day of any time after Remarketing Period, but no earlier than the Payment Date immediately preceding -, 2005, holders of Separate Notes may elect to have their Separate Notes remarketed by delivering their Separate Notes, together with a notice of such election, substantially in the Initial Remarketing Date and form of Exhibit C hereto, to the Custodial Agent. On the third Business Day prior to 11:00 the first day of any Remarketing Period, by 10:00 a.m., New York City time, on the fourth Business Day immediately preceding Custodial Agent shall notify the Initial Remarketing Date or Agent of the first day principal amount of any subsequent Remarketing Period, as applicable, holders of such Separate Notes may elect toto be remarketed. The Custodial Agent will hold such Separate Notes in

Remarketing; Application of Proceeds; Settlement. (a) Pursuant to the Purchase Contract Agreement, the Purchase Contract Agent shall notify, by 3:00 p.m., New York City time, on the second Business Day immediately preceding the Remarketing Date or any Subsequent Remarketing Date, as the case may be, the Remarketing Agent and the Collateral Agent of the aggregate number of Trust Preferred Securities comprising part of Normal Units to be remarketed. The Collateral Agent shall notifydeliver, not later than by 10:00 a.m., New York City time, on the third Business Day preceding the Initial Remarketing Date or the first day of any subsequent Remarketing Period, as applicable, the Remarketing Agent of the aggregate number of Pledged Notes to be remarketed. The Collateral Agent shall, not later than 10:00 a.m., New York City time, on the third Business Day immediately preceding the Initial Remarketing Date or the first day of any subsequent Subsequent Remarketing PeriodDate, as applicablethe case may be: (i) the Pledged Trust Preferred Securities to be remarketed to the Remarketing Agent for remarketing, without any instruction from Holders of Equity Security Normal Units, Transfer the Pledged Notes and (ii) upon (a) written notice, pursuant to the Remarketing Purchase Contract Agreement, from such Holders that have elected to not participate in the remarketing and b) the delivery by such Holders of the Opt-out Treasury Consideration to the Collateral Agent (in substitution for such previously Pledged Trust Preferred Securities the remaining Pledged Trust Preferred Securities), the remaining Pledged Trust Preferred Securities to the Purchase Contract Agent for remarketing. Upon the occurrence of a successful remarketing, the distribution to such Holders.. The Remarketing Agent will deliver the Agent-purchased Treasury Consideration (as defined in the Purchase Contract Agreement) purchased from the proceeds of the successful remarketing attributable to the Pledged Notes to the Purchase Contract Agent, which shall thereupon deliver such Agent-purchased Treasury Consideration to the Collateral Agent. Upon receipt of such the Agent-purchased Treasury Consideration from the Purchase Contract AgentAgent following a successful remarketing, the Collateral Agent, for the benefit of the Company, shall thereupon hold in deposit such Treasury Consideration into the Collateral Account such Treasury Consideration to secure such Equity Security Units Holders' obligations under the Purchase Contracts and to fund the quarterly payment due to Equity Security Units Holders on the Stock Purchase Date in an amount equal to the quarterly interest payment on the Notes, calculated at the initial annual interest rateContracts. On the Stock Purchase Date, the Collateral Agent shall, at the direction of the Company, (i) shall apply that portion of the payments received in respect of the Pledged Treasury Consideration equal to the aggregate Stated Amount of the related Equity Security Normal Units to satisfy in full the obligations of such Equity Security Holders of Normal Units Holders to pay the Purchase Price under the related Purchase Contracts and (ii) apply the Contracts. The remaining portion to pay of such Proceeds, if any, shall be distributed by the quarterly payment due to Equity Security Units Holders on such Stock Purchase Date in an amount equal Collateral Agent to the quarterly interest Purchase Contract Agent for prompt payment on to such Holders. Within three Business Days following a Failed Remarketing, the NotesTrust Preferred Securities delivered to the Remarketing Agent and the Purchase Contract Agent pursuant to Section 4.5(a) shall be returned to the Collateral Agent, calculated at together with written notice from the initial annual interest rate. (b) Remarketing Agent of the Failed Remarketing. The Collateral Agent, for the benefit of the Company, shall thereupon deposit such Trust Preferred Securities into the Collateral Account, to secure the Normal Units Holders' obligations under the Purchase Contracts. The Remarketing Agent shall may make one or more attempts to remarket the Notes Trust Preferred Securities in accordance with the procedures set forth in the Purchase Contract Agreement and the Remarketing Agreement. If by 4:00 p.m., New York City time, on Agreement between the fifth Business Day immediately preceding Remarketing Date and the Stock Purchase Date, provided that the requirements of Section 5.2(b)(ii) of the Purchase Contract Agreement have been met. If by the Stock Purchase Date the Remarketing Agent has failed to remarket the Notes Trust Preferred Securities at approximately, but not less than, 100.5100.25% of the Remarketing Value, Value (as described in the Last Failed Remarketing shall be deemed to have occurred. Within three Business Days following the Last Failed Remarketing, the Pledged Notes delivered to the Remarketing Agent pursuant to Section 4.5(a) hereof shall be returned to the Collateral Agent. In this casePurchase Contract Agreement), the Remarketing Agent shall advise the Collateral Agent in writing that it cannot remarket the related Pledged Notes Trust Preferred Securities of such Holders of Equity Security Normal Units, and the Holders of Equity Security Units that have not made an Early Settlement, Merger Early Settlement or Cash Settlement shall be deemed to have directed the Company to sell or deliver the Pledged Notes in full satisfaction of their obligations under the Purchase Contracts. Pursuant to the written direction of the Company, the The Collateral Agent, for the benefit of the Company will, at the written direction of the Company, will sell retain or deliver dispose of the Pledged Notes Trust Preferred Securities in accordance with the Company's written direction to applicable law and satisfy in full, from any such sale disposition or deliveryretention, such Holders' obligations under the related Purchase Contracts to pay the Purchase Price for the Common Stock; provided, that if upon the Last a Failed Remarketing, the Collateral Agent sells or delivers exercises such rights for the Pledged Notes in accordance with the written direction benefit of the CompanyCompany with respect to such Trust Preferred Securities, any accrued accumulated and unpaid interest distributions on such Notes Trust Preferred Securities will become payable by the Company to the Purchase Contract Agent for payment to the Holders Holder of the Equity Security Normal Units to which such Notes relate Trust Preferred Securities relates in accordance with the Purchase Contract Agreement. (cb) In the event a Holder of Stripped Units has not effected a Cash Settlement, made an Early Settlement or Merger Early Settlement of the Purchase Contracts underlying its Stripped UnitsUnits , such Holder shall be deemed to have elected to pay for the shares of Common Stock to be issued under such Purchase Contracts from the payments received in respect of the related Pledged Treasury Securities. Without receiving any instruction from any such HolderHolder of Stripped Units , the Collateral Agent shall apply such payments to the settlement of such Purchase Contracts on the Stock Purchase Date pursuant to the written instruction of the Purchase Contract AgentDate. In the event the payments received in respect of the related Pledged Treasury Securities are in excess of the aggregate Purchase Price under of the Purchase Contracts being settled thereby, the Collateral Agent shall promptly distribute such excess, when received, to the Purchase Contract Agent for the benefit of such Holders of the Stripped UnitsHolders. (dc) At any time after Pursuant to the Remarketing Agreement, on or prior to the second Business Day immediately preceding the Remarketing Date, but no earlier than the Payment Date immediately preceding the Initial Remarketing Date, holders of Separate Trust Preferred Securities may elect to have their Separate Trust Preferred Securities remarketed by delivering their Separate Trust Preferred Securities, together with a notice of such election, substantially in the form of Exhibit D hereto, to the Custodial Agent. The Custodial Agent will hold such Separate Trust Preferred Securities in an account separate from the Collateral Account. A holder of Separate Trust Preferred Securities electing to have its Separate Trust Preferred Securities remarketed will also have the right to withdraw such election by written notice to the Custodial Agent, substantially in the form of Exhibit E hereto, on or prior to the second Business Day immediately preceding the Remarketing Date and prior any Subsequent Remarketing Date, upon which notice the Custodial Agent will return such Separate Trust Preferred Securities to 11:00 such holder. On the first Business Day immediately preceding the Remarketing Date, by 10:00 a.m., New York City time, the Custodial Agent shall notify the Remarketing Agent of the number of such Separate Trust Preferred Securities to be remarketed, and, as promptly as reasonably practicable thereafter on the fourth Business Day immediately preceding same date, the Initial Custodial Agent will deliver to the Remarketing Date or Agent for remarketing all Separate Trust Preferred Securities delivered (and not withdrawn) to the first day Custodial Agent pursuant to this Section 4.5(c). The portion of any subsequent Remarketing Period, the proceeds from such remarketing equal to the amount calculated in respect of such Separate Trust Preferred Securities as applicable, holders set forth in Section 5.2(b) of Separate Notes may elect tothe Purchase Contract Agreement will automatically be remitted promptly by the

Remarketing; Application of Proceeds; Settlement. (a) The Collateral Pursuant to the Purchase Contract Agreement, the Purchase Contract Agent shall notify, not later than by 10:00 a.m., New York City time, on the third Business Day preceding the Initial Remarketing Date or the first day of any subsequent Subsequent Remarketing PeriodDate, as applicablethe case may be, the Remarketing Agent and the Collateral Agent of the aggregate number of Pledged Notes Debentures comprising part of Normal Units to be remarketed. The Collateral Agent shall, not later than by 10:00 a.m., New York City time, on the third Business Day immediately preceding the Initial Remarketing Date or the first day of any subsequent Subsequent Remarketing PeriodDate, as applicablethe case may be, without any instruction from Holders of Equity Security Normal Units, Transfer deliver (i) the Pledged Notes Debentures to be remarketed to the Remarketing Agent for remarketingremarketing and (ii) the remaining Pledged Debentures to the Purchase Contract Agent for distribution to the Holders that have elected not to participate in the remarketing in accordance with the Purchase Contract Agreement. Upon the occurrence of a successful remarketing, the The Remarketing Agent will deliver the Agent- purchased Treasury Consideration (as defined in the Purchase Contract Agreement) purchased from the proceeds of the successful remarketing attributable to the Pledged Notes to the Purchase Contract Agent, which shall thereupon deliver such Agent-purchased Treasury Consideration to the Collateral Agent. Upon receipt of such the Agent-purchased Treasury Consideration from the Purchase Contract AgentAgent following a successful remarketing, the Collateral Agent, for the benefit of the Company, shall thereupon hold in the Collateral Account apply such Treasury Consideration to secure such Equity Security Units Holders' obligations under the Purchase Contracts and to fund the quarterly payment due to Equity Security Units Holders on the Stock Purchase Date in an amount equal to the quarterly interest payment on the Notes, calculated at the initial annual interest rateContracts. On the Stock Purchase Date, the Collateral Agent shall, at the direction of the Company, (i) shall apply that portion of the payments received in respect of the Pledged Treasury Consideration equal to the aggregate Stated Amount of the related Equity Security Normal Units to satisfy in full the obligations of such Equity Security Holders of Normal Units Holders to pay the Purchase Price under the related Purchase Contracts and (ii) apply the Contracts. The remaining portion to pay of such Proceeds, if any, shall be distributed by the quarterly payment due to Equity Security Units Holders on such Stock Purchase Date in an amount equal Collateral Agent to the quarterly interest Purchase Contract Agent for payment on the Notes, calculated at the initial annual interest rateto such Holders. (b) Within three Business Days following a Failed Remarketing, the Debentures delivered to the Remarketing Agent and the Purchase Contract Agent pursuant to Section 4.5(a) shall be returned to the Collateral Agent, together with written notice from the Remarketing Agent of the Failed Remarketing. The Collateral Agent, for the benefit of the Company, shall thereupon apply such Debentures to secure the Normal Units Holders' obligations under the Purchase Contracts. The Remarketing Agent shall may make one or more attempts to remarket the Notes Debentures in accordance with the procedures set forth in the Purchase Contract Agreement and the Remarketing AgreementAgreement between the Remarketing Date and the Stock Purchase Date, provided that the requirements of Section 5.4(b)(ii) of the Purchase Contract Agreement have been met. If by 4:00 p.m., New York City time, on the fifth Business Day immediately preceding the Stock Purchase Date, Date the Remarketing Agent has failed to remarket the Notes Debentures at approximately, but not less than, 100.5% of the Remarketing ValueValue (as described in the Purchase Contract Agreement), the Last Failed Remarketing shall be deemed to have occurred. Within three Business Days following the Last Failed Remarketing, the Pledged Notes delivered to the Remarketing Agent pursuant to Section 4.5(a) hereof shall be returned to the Collateral Agent. In this case, the Remarketing Agent shall advise the Collateral Agent in writing that it cannot remarket the related Pledged Notes Debentures of such Holders of Equity Security Normal Units, and the Holders of Equity Security Units that have not made an Early Settlement, Merger Early Settlement or Cash Settlement shall be deemed to have directed the Company to sell or deliver the Pledged Notes in full satisfaction of their obligations under the Purchase Contracts. Pursuant to the written direction of the Company, the The Collateral Agent, for the benefit of the Company will, at the written direction of the Company, will sell retain or deliver dispose of the Pledged Notes Debentures in accordance with the Company's written direction to applicable law and satisfy in full, from any such sale disposition or deliveryretention, such Holders' obligations under the related Purchase Contracts to pay the Purchase Price for the Common Stock; provided, that if upon the Last a Failed Remarketing, the Collateral Agent sells or delivers exercises such rights for the Pledged Notes in accordance with the written direction benefit of the CompanyCompany with respect to such Debentures, any accrued and unpaid interest on such Notes Debentures will become payable by the Company to the Purchase Contract Agent for payment to the Holders Holder of the Equity Security Normal Units to which such Notes Debentures relate in accordance with the Purchase Contract Agreement. (c) In the event a Holder of Stripped Units has not effected a Cash Settlement, made an Early Settlement or Merger Early Settlement of the Purchase Contracts underlying its Stripped Units, such Holder shall be deemed to have elected to pay for the shares of Common Stock to be issued under such Purchase Contracts from the payments received in respect of the related Pledged Treasury Securities. Without receiving any instruction from any such HolderHolder of Stripped Units, the Collateral Agent shall apply such payments to the settlement of such Purchase Contracts on the Stock Purchase Date pursuant to the written instruction of the Purchase Contract AgentDate. In the event the payments received in respect of the related Pledged Treasury Securities are in excess of the aggregate Purchase Price under 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 such Holders of the Stripped UnitsHolders. (d) At any time after Pursuant to the Remarketing Agreement, on or prior to the fourth Business Day preceding the Remarketing Date, but no earlier than the Payment Date immediately preceding the Initial Remarketing Date and Date, holders of Separate Debentures may elect to have their Separate Debentures remarketed by delivering their Separate Debentures, together with a notice of such election, substantially in the form of Exhibit C hereto, to the Custodial Agent. On the third Business Day prior to 11:00 a.m.the Remarketing Date, by 10 a.m. New York City time, the Custodial Agent shall notify the Remarketing Agent of the number of such Separate Debentures to be remarketed. The Custodial Agent will hold such Separate Debentures in an account separate from the Collateral Account. A holder of Separate Debentures electing to have its Separate Debentures 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 fourth Business Day immediately preceding the Initial Remarketing Date or and any Subsequent Remarketing Date, upon which notice the first day Custodial Agent will return such Separate Debentures to such holder. On the Business Day immediately preceding the Remarketing Date and any Subsequent Remarketing Date, the Custodial Agent will deliver to the Remarketing Agent for remarketing all Separate Debentures delivered to the Custodial Agent pursuant to this Section 4.5(c) and not withdrawn pursuant to the terms hereof prior to such date. The portion of any subsequent the proceeds from such remarketing equal to the amount calculated in respect of such Separate Debentures as set forth in Section 5.4(b) of the Purchase Contract Agreement will automatically be remitted by the Remarketing Period, as applicable, Agent to the Custodial Agent for the benefit of the holders of such Separate Notes may elect toDebentures. In addition, after deducting as the remarketing fee an amount not exceeding 25 basis points (.25%) of the total proceeds of such remarketing, 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 best efforts, the Remarketing Agent advises the Custodial Agent in writing that there has been a Failed Remarketing, the Remarketing Agent will promptly return such Debentures to the Custodial Agent for redelivery to such holders.

Remarketing; Application of Proceeds; Settlement. (a) The Collateral Pursuant to the Purchase Contract Agreement, the Purchase Contract Agent shall notifynotify the Remarketing Agent and the Collateral Agent, not later than by 10:00 a.m., a.m. (New York City time, ) on the third Business Day preceding the Initial a Remarketing Date or the first day of any subsequent Remarketing PeriodDate, as applicable, the Remarketing Agent of the aggregate number principal amount of Pledged Notes comprising part of Normal Units to be remarketed. The Collateral Agent shall, not later than 10:00 a.m., New York City time, on In the case of a successful remarketing prior to the third Business Day immediately preceding the Initial Remarketing Date or Stock Purchase Date, after deducting as the first day remarketing fee an amount not exceeding 25 basis points (.25%) of any subsequent Remarketing Period, as applicable, without any instruction from Holders the total proceeds of Equity Security Units, Transfer the such remarketing of such Pledged Notes to the Remarketing Agent for remarketing. Upon the occurrence of a successful remarketingNotes, the Remarketing Agent will deliver the Agent-purchased Treasury Consideration (as defined in the Purchase Contract Agreement) purchased from the proceeds of the successful remarketing attributable to the Pledged Notes remarketing, to the Purchase Contract Agent, which shall thereupon deliver such Agent-purchased Treasury Consideration to the Collateral Agent. Upon receipt of such the Agent-purchased Treasury Consideration from the Purchase Contract AgentAgent following a successful remarketing, (i) the Collateral Agent, for the benefit of the Company, shall thereupon hold in the Collateral Account such Agent-purchased Treasury Consideration to secure such Equity Security Normal Units Holders' obligations under the Purchase Contracts and to fund the quarterly interest payment due to Equity Security Normal Units Holders on the Stock Purchase Date in an amount equal Date, and (ii) the remaining portion, if any, of the proceeds of such successful remarketing shall be distributed by the Remarketing Agent to the quarterly interest Purchase Contract Agent for payment on the Notes, calculated at the initial annual interest rateto such Normal Units Holders participating in such remarketing. On the Stock Purchase Date, the Collateral Agent shall, at the direction of the Company, (i) apply that portion of the payments received in respect of the Pledged Applicable Ownership Interests to the Treasury Consideration Portfolio equal to the aggregate Stated Amount of the related Equity Security Normal Units to satisfy in full the obligations of such Equity Security Normal Units Holders to pay the Purchase Price under the related Purchase Contracts and (ii) apply the remaining portion to pay the quarterly interest payment due to Equity Security Normal Units Holders on such the Stock Purchase Date Date, which such quarterly interest payment shall be paid in an amount equal to the Coupon Rate for such quarterly interest payment on the Notes, calculated at the initial annual interest ratepayment. (b) If a Holder of Normal Units, pursuant to the Purchase Contract Agreement, elects not to participate in the remarketing and retains the Notes underlying such Units and delivers the appropriate Opt-out Treasury Consideration to the Purchase Contract Agent, the Purchase Contract Agent, upon receipt thereof, shall deliver such Opt-out Treasury Consideration to the Collateral Agent. The Collateral Agent will hold Opt-out Treasury Consideration in a separate account from the Collateral Account. On the Remarketing Settlement Date, the Collateral Agent, for the benefit of the Company shall thereupon transfer to the Collateral Account such Opt-out Treasury Consideration to secure such Normal Units Holder's obligations under the Purchase Contract constituting a part of the Holder's Normal Units, in substitution for the Pledged Notes and to fund the quarterly interest payment due to Normal Units Holders on the Stock Purchase Date and deliver the applicable Notes to their Holders. On the first Business Day, immediately following a Terminated Remarketing Period, the Collateral Agent will Transfer the Opt-out Treasury Consideration to the Purchase Contract Agent and the Purchase Contract Agent will transfer promptly such Opt-out Treasury Consideration to the appropriate Holders. A Holder that does not so deliver the Opt-out Treasury Consideration pursuant to this clause (b) shall be deemed to have elected to participate in the remarketing. (c) In the event the sum of the Proceeds from the related Pledged Treasury Securities or Applicable Ownership Interest (as defined in clause (A) of the definition of such term) in the Treasury Portfolio, as the case may be, 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 remit such excess, when received, to the Purchase Contract Agent for the benefit of the Holders on a pro rata basis. (d) The Remarketing Agent shall make one or more attempts attempt to remarket the Notes in accordance with the procedures set forth in the Purchase Contract Agreement and the Remarketing Agreement. Promptly following a Terminated Remarketing Period or the Last Failed Remarketing, the Remarketing Agent shall deliver to the Collateral Agent, Purchase Contract Agent, Trustee, Company and the Depositary a written notice of such terminated or failed remarketing. If by 4:00 p.m., p.m. (New York City time, ) on the fifth third Business Day immediately preceding the Stock Purchase Date, the Remarketing Agent has failed to remarket the Notes at approximately, but for not less than, 100.5than 100.25% of the Remarketing ValueValue or the Remarketing Agent has determined that the remarketing may not be commenced or consummated pursuant to applicable law, then the Last Failed Remarketing shall be deemed to have occurred. Within three Business Days following the Last Failed Remarketing, the Pledged Notes delivered to the Remarketing Agent pursuant to Section 4.5(a) hereof shall be returned to the Collateral Agent. In this case, the Remarketing Agent shall advise the Collateral Agent and the Company in writing that it cannot remarket the related Pledged Notes of such Holders of Equity Security Normal Units, and the Holders of Equity Security Units that have not made an Early Settlement, Merger Early Settlement or Cash Settlement shall be deemed to have directed the Company to sell or deliver the Pledged Notes in full satisfaction of their obligations under the Purchase Contracts. Pursuant to the written direction of the Company, the The Collateral Agent, for the benefit of the Company, will sell may exercise its rights as a secured party with respect to such Notes and at the direction of the Company, retain or deliver dispose of the Pledged Notes in accordance with the Company's written direction to applicable law and satisfy in full, from any such sale disposition or deliveryretention, such Holders' obligations under the related Purchase Contracts to pay the Purchase Price for the Common Stock; provided, that if upon the Last Failed Remarketing, the Collateral Agent sells or delivers the Pledged Notes to the Company in accordance with the written direction full satisfaction of the CompanyHolder's obligation under the Purchase Contract, any accrued accumulated and unpaid interest on such Notes will become payable by the Company to the Purchase Contract Agent for payment to the Holders Holder of the Equity Security Normal Units to which such Notes relate in accordance with the Purchase Contract Agreement. (ce) In the event a Holder of Stripped Units has not effected made a Cash Settlement, Early Settlement or Merger Early Settlement of the Purchase Contracts underlying its Stripped Units, such Holder shall be deemed to have elected to pay for the shares of Common Stock to be issued under such Purchase Contracts from the payments received in respect of the related Pledged Treasury Securities. Without receiving any instruction from any such Holder, the Collateral Agent shall apply such payments to the settlement of such Purchase Contracts on the Stock Purchase Date pursuant to the written instruction of the Purchase Contract AgentDate. In the event the payments received in respect of the related Pledged Treasury Securities are in excess of the aggregate Purchase Price under 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 such Holders of the Stripped UnitsUnits on a pro rata basis. (df) At any time after Beginning on the Payment Date immediately preceding August 16, 2005, holders of Separate Notes may elect, pursuant to the Indenture, at any time to have their Separate Notes remarketed by delivering their Separate Notes, together with a notice of such election, substantially in the form of Exhibit B to the Indenture to the Collateral Agent provided that such Holder may not make such election later than 10:00 a.m. (New York City time) on the fourth Business Day (i) immediately preceding the Initial Remarketing Date and prior to 11:00 a.m.until the Business Day immediately following the Initial Remarketing Date, (ii) immediately preceding a Remarketing Period until the Business Day immediately following such Remarketing Period or (iii) the tenth Business Day immediately preceding the Stock Purchase Date. On the third Business Day immediately preceding any Remarketing Date, no later than 10:00 a.m. (New York City time) the Collateral Agent shall notify the Remarketing Agent of the aggregate number of Separate Notes to be remarketed. The Collateral Agent will hold such Separate Notes in an account separate from the Collateral Account. A holder of Separate Notes electing to have its Separate Notes remarketed will also have the right to withdraw such election by written notice to the Custodial Agent, substantially in the form of Exhibit C hereto, provided that such Holder may not withdraw such election later than 10:00 a.m. (New York City time) on the fourth Business Day (i) immediately preceding the Initial Remarketing Date or until the first day of any subsequent Business Day immediately following the Initial Remarketing Date, (ii) immediately preceding a Remarketing Period until the Business Day immediately following such Remarketing Period, or (iii) the tenth Business Day immediately preceding the Stock Purchase Date, upon which notice the Collateral Agent will return such Separate Notes to such Holder. The portion of the proceeds from such remarketing equal to the amount calculated in respect of such Separate Notes as applicable, set forth in Section 5.4(b) of the Purchase Contract Agreement will automatically be remitted by the Remarketing Agent to the Collateral Agent for the benefit of the holders of such Separate Notes. In addition, after deducting as the remarketing fee an amount not exceeding 25 basis points (.25%) of the total proceeds of such remarketing of such Separate Notes, the Remarketing Agent will remit to the Collateral Agent the remaining portion of the proceeds, if any, for the benefit of such holders of such Separate Notes. If, despite using its reasonable best efforts, the Remarketing Agent advises the Collateral Agent in writing that there has been a Terminated or Last Failed Remarketing, as the case may be, the Remarketing Agent will promptly return such Separate Notes may elect toto the Collateral Agent for redelivery to such holders of such Separate Notes.

Remarketing; Application of Proceeds; Settlement. (a) The Collateral Pursuant to the Purchase Contract Agreement, the Purchase Contract Agent shall notify, not later than 10:00 a.m., New York City time, on the third Business Day preceding the Initial Remarketing Date or the first day of any subsequent Remarketing Period, as applicable, the Remarketing Agent of the aggregate number of Pledged Notes to be remarketed. The Collateral Agent shall, not later than by 10:00 a.m., New York City time, on the third Business Day immediately preceding the Initial Remarketing Date or any Subsequent Remarketing Date, as the case may be, the Remarketing Agent and the Collateral Agent of the aggregate number of Capital Securities comprising part of Normal Units to be remarketed. The Collateral Agent shall, by 10:00 a.m., New York City time, on the first day of Business Day immediately preceding the Remarketing Date or any subsequent Subsequent Remarketing PeriodDate, as applicablethe case may be, without any instruction from Holders of Equity Security Normal Units, Transfer deliver (i) the Pledged Notes Capital Securities to be 13 18 remarketed to the Remarketing Agent for remarketingremarketing and (ii) the remaining Pledged Capital Securities to the Purchase Contract Agent for distribution to the Holders that have elected not to participate in the remarketing in accordance with the Purchase Contract Agreement. Upon the occurrence of a successful remarketing, the The Remarketing Agent will deliver the Agent-purchased Treasury Consideration (as defined in the Purchase Contract Agreement) purchased from the proceeds of the successful remarketing attributable to the Pledged Notes to the Purchase Contract Agent, which shall thereupon deliver such Agent-purchased Treasury Consideration to the Collateral Agent. Upon receipt of such the Agent-purchased Treasury Consideration from the Purchase Contract AgentAgent following a successful remarketing, the Collateral Agent, for the benefit of the Company, shall thereupon hold in the Collateral Account apply such Treasury Consideration to secure such Equity Security Units Holders' obligations under the Purchase Contracts and to fund the quarterly payment due to Equity Security Units Holders on the Stock Purchase Date in an amount equal to the quarterly interest payment on the Notes, calculated at the initial annual interest rateContracts. On the Stock Purchase Date, the Collateral Agent shall, at the direction of the Company, (i) shall apply that portion of the payments received in respect of the Pledged Treasury Consideration equal to the aggregate Stated Amount of the related Equity Security Normal Units to satisfy in full the obligations of such Equity Security Holders of Normal Units Holders to pay the Purchase Price under the related Purchase Contracts and (ii) apply the Contracts. The remaining portion to pay of such Proceeds, if any, shall be distributed by the quarterly payment due to Equity Security Units Holders on such Stock Purchase Date in an amount equal Collateral Agent to the quarterly interest Purchase Contract Agent for payment on to such Holders. Within three Business Days following a Failed Remarketing, the NotesCapital Securities delivered to the Remarketing Agent and the Purchase Contract Agent pursuant to Section 4.5(a) shall be returned to the Collateral Agent, calculated at together with written notice from the initial annual interest rate. (b) Remarketing Agent of the Failed Remarketing. The Collateral Agent, for the benefit of the Company, shall thereupon apply such Capital Securities to secure the Normal Units Holders' obligations under the Purchase Contracts. The Remarketing Agent shall may make one or more attempts to remarket the Notes Capital Securities in accordance with the procedures set forth in the Purchase Contract Agreement and the Remarketing Agreement. If by 4:00 p.m., New York City time, on Agreement between the fifth Business Day immediately preceding Remarketing Date and the Stock Purchase Date, provided that the requirements of Section 5.2(b)(ii) of the Purchase Contract Agreement have been met. If by the Stock Purchase Date the Remarketing Agent has failed to remarket the Notes Capital Securities at approximately, but not less than, 100.5% of the Remarketing Value, Value (as described in the Last Failed Remarketing shall be deemed to have occurred. Within three Business Days following the Last Failed Remarketing, the Pledged Notes delivered to the Remarketing Agent pursuant to Section 4.5(a) hereof shall be returned to the Collateral Agent. In this casePurchase Contract Agreement), the Remarketing Agent shall advise the Collateral Agent in writing that it cannot remarket the related Pledged Notes Capital Securities of such Holders of Equity Security Normal Units, and the Holders of Equity Security Units that have not made an Early Settlement, Merger Early Settlement or Cash Settlement shall be deemed to have directed the Company to sell or deliver the Pledged Notes in full satisfaction of their obligations under the Purchase Contracts. Pursuant to the written direction of the Company, the The Collateral Agent, for the benefit of the Company will, at the written direction of the Company, will sell retain or deliver dispose of the Pledged Notes Capital Securities in accordance with the Company's written direction to applicable law and satisfy in full, from any such sale disposition or deliveryretention, such Holders' obligations under the related Purchase Contracts to pay the Purchase Price for the Common Stock; provided, that if upon the Last a Failed Remarketing, the Collateral Agent sells or delivers exercises such rights for the Pledged Notes in accordance with the written direction benefit of the CompanyCompany with respect to such Capital Securities, any accrued accumulated and unpaid interest distributions on such Notes Capital Securities will become payable by the Company to the Purchase Contract Agent for payment to the Holders Holder of the Equity Security Normal Units to which such Notes relate Capital Securities relates in accordance with the Purchase Contract Agreement. (cb) In the event a Holder of Stripped Units has not effected a Cash Settlement, made an Early Settlement or Merger Early Settlement of the Purchase Contracts underlying its Stripped Units, such Holder shall be deemed to have elected to pay for the shares of Common Stock to be issued under such Purchase Contracts from the payments received in respect of the related Pledged Treasury Securities. Without receiving any instruction from any such HolderHolder of Stripped Units, the Collateral Agent shall apply such payments to the settlement of such Purchase Contracts on the Stock Purchase Date pursuant to the written instruction of the Purchase Contract AgentDate. In the event the payments received in respect of the related Pledged Treasury Securities are in excess of the aggregate Purchase Price under 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 such Holders of the Stripped UnitsHolders. (dc) At any time after Pursuant to the Remarketing Agreement, on or prior to the second Business Day immediately preceding the Remarketing Date, but no earlier than the Payment Date immediately preceding the Initial Remarketing Date and Date, holders of Separate Capital Securities may elect to have their Separate Capital Securities remarketed by delivering their Separate Capital Securities, together with a notice of such election, substantially in the form of Exhibit C hereto, to the Custodial Agent. On the third Business Day prior to 11:00 a.m.the Remarketing Date, New York City by 10 a.m. NYC time, the Custodial Agent shall notify the Remarketing Agent of the number of such Separate Capital Securities to be remarketed. The Custodial Agent will hold such Separate Capital Securities in an account separate from the Collateral Account. A holder of Separate Capital Securities electing to have its Separate Capital 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 fourth first Business Day immediately preceding the Initial Remarketing Date or and any Subsequent Remarketing Date, upon which notice the Custodial Agent will return such Separate Capital Securities to such holder. On the first day Business Day immediately preceding the Remarketing Date and any Subsequent Remarketing Date, the Custodial Agent will deliver to the Remarketing Agent for remarketing all Separate Capital Securities delivered to the Custodial Agent pursuant to this Section 4.5(c) and not withdrawn pursuant to the terms hereof prior to such date. The portion of any subsequent the proceeds from such remarketing equal to the amount calculated in respect of such Separate Capital Securities as set forth in Section 5.2(b) of the Purchase Contract Agreement will automatically be remitted by the Remarketing Period, as applicable, Agent to the Custodial Agent for the benefit of the holders of such Separate Notes may elect toCapital Securities. In addition, after deducting as the remarketing fee an amount not exceeding 25 basis points (.25%) of the total proceeds of such remarketing, 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 best efforts, the Remarketing Agent advises the Custodial Agent in writing that there has been a Failed Remarketing, the Remarketing Agent will promptly return such Capital Securities to the Custodial Agent for redelivery to such holders. In the event of a dissolution of the Trust and the distribution of the Debentures as described in the

Remarketing; Application of Proceeds; Settlement. (a) The Collateral Pursuant to the Purchase Contract Agreement, the Purchase Contract Agent shall notify, not later than by 10:00 a.m., New York City time, on the third Business Day preceding the Initial Remarketing Date or the first day of any subsequent Remarketing Period, as applicable, the Remarketing Agent and the Collateral Agent of the aggregate number principal amount of Pledged Notes comprising part of Normal Units to be remarketed. The Collateral Agent shall, not later than by 10:00 a.m., New York City time, on the third Business Day immediately preceding the Initial Remarketing Date or the first day of any subsequent Remarketing Period, as applicable, without any instruction from Holders of Equity Security Normal Units, Transfer deliver (i) the Pledged Notes to be remarketed to the Remarketing Agent for remarketingremarketing and (ii) the remaining Pledged Notes to the Purchase Contract Agent for distribution to the Holders that have elected not to participate in the remarketing in accordance with the Purchase Contract Agreement. Upon the occurrence of a successful remarketing, the The Remarketing Agent will agree pursuant to the Remarketing Agreement to deliver the Agent-purchased Treasury Consideration purchased from the proceeds of the a successful remarketing attributable to the Pledged Notes to the Purchase Contract Agent, which shall thereupon deliver such Agent-purchased Treasury Consideration to the Collateral Agent. Upon receipt of such the Agent-purchased Treasury Consideration from the Purchase Contract AgentAgent following a successful remarketing, the Collateral Agent, for the benefit of the Company, shall thereupon hold in the Collateral Account such Agent-purchased Treasury Consideration to secure such Equity Security Units Holders' obligations under the Purchase Contracts and to fund the quarterly payment due to Equity Security Units Holders on the Stock Purchase Date in an amount equal to the quarterly interest payment on the Notes, calculated at the initial annual interest rateContracts. On the Stock Purchase Date, the Collateral Agent shall, at the direction of the Company, (i) shall apply that portion of the payments received in respect of the Pledged Treasury Consideration equal to the aggregate Stated Amount of the related Equity Security Normal Units to satisfy in full the obligations of such Equity Security Holders of Normal Units Holders to pay the Purchase Price under the related Purchase Contracts and (ii) apply the Contracts. The remaining portion of such proceeds, if any, shall be distributed by the Collateral Agent to pay the quarterly Purchase Contract Agent for payment due to Equity Security Units Holders on such Stock Purchase Date each Holder of a Normal Unit a cash payment in an amount equal to the quarterly interest payment on the Notes, calculated Notes at the initial annual interest raterate of 8.875%. (b) Promptly following a Failed Remarketing, the Notes delivered to the Remarketing Agent and the Purchase Contract Agent pursuant to Section 4.5(a) shall be returned to the Collateral Agent, together with written notice from the Remarketing Agent of the Failed Remarketing. The Collateral Agent, for the benefit of the Company, shall thereupon hold such Notes to secure the obligations of Holders of Normal Units under the Purchase Contracts. The Remarketing Agent shall agree to make one or more attempts to remarket the Notes in accordance with the procedures set forth in the Purchase Contract Agreement and the Remarketing AgreementAgreement between the Remarketing Date and the Stock Purchase Date, provided that the requirements of Section 5.4(b)(ii) of the Purchase Contract Agreement have been met. If by 4:00 p.m., New York City time, on the fifth third Business Day immediately preceding the Stock Purchase Date, Date the Remarketing Agent has failed to remarket the Notes at approximately, but not less than, 100.5a price equal to at least 100.25% of the Remarketing ValueValue (as described in the Purchase Contract Agreement), the "Last Failed Remarketing Remarketing" shall be deemed to have occurred. Within three Business Days following the Last Failed Remarketing, the Pledged Notes delivered to the Remarketing Agent pursuant to Section 4.5(a) hereof shall be returned to the Collateral Agent. In this case, the Remarketing Agent shall will agree pursuant to the Remarketing Agreement to advise the Collateral Agent in writing that it cannot remarket the related Pledged Notes of such Holders of Equity Security Units, Normal Units and the Holders of Equity Security Units that have not made an Early Settlement, Merger Early Settlement or Cash Settlement shall be deemed to have directed the Company to sell or deliver the Pledged Notes in full satisfaction of their obligations under the Purchase Contracts. Pursuant Remarketing Agent will agree pursuant to the written direction of Remarketing Agreement to promptly return to the Company, Collateral Agent the Notes delivered to it pursuant to Section 4.5(a). The Collateral Agent, for the benefit of the Company will, at the written direction of the Company, will sell deliver or deliver dispose of the Pledged Notes in accordance with the Company's written direction instructions to satisfy in full, from any such sale disposition or deliveryretention, such Holders' obligations under the related Purchase Contracts to pay the Purchase Price for the Common Stock; provided, provided that if upon a Failed Remarketing or the Last Failed Remarketing, as the case may be, the Collateral Agent sells delivers or delivers disposes of the Pledged Notes in accordance with the written direction instructions of the Company, any accrued and unpaid interest on such Notes will become payable by the Company to the Purchase Contract Agent for payment to the Holders of the Equity Security Normal Units to which such Notes relate in accordance with the Purchase Contract Agreement. (c) In the event a Holder of Stripped Units has not effected a Cash made an Early Settlement, Merger Early Settlement or Merger Early Cash Settlement of the Purchase Contracts underlying its Stripped Units, such Holder shall be deemed to have elected to pay for the shares of Common Stock to be issued under such Purchase Contracts from the payments received in respect of the related Pledged Treasury Securities. Without receiving any instruction from any such HolderHolder of Stripped Units, the Collateral Agent shall apply such payments to the settlement of such Purchase Contracts on the Stock Purchase Date pursuant to the written instruction of instructions from the Purchase Contract Agent. In the event the payments received in respect of the related Pledged Treasury Securities are in excess of the aggregate Purchase Price under 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 payment to such Holders of the Stripped Units. (d) At Pursuant to the Remarketing Agreement and Purchase Contract Agreement, on or prior to the fourth Business Day preceding the first day of any time after Remarketing Period, but no earlier than the Payment Date immediately preceding the Initial first day of such Remarketing Date and Period, holders of Separate Notes may elect to have their Separate Notes remarketed by delivering their Separate Notes, together with a notice of such election, substantially in the form of Exhibit C hereto, to the Custodial Agent. On the third Business Day prior to 11:00 the first day of any Remarketing Period, by 10:00 a.m., New York City time, the Custodial Agent shall notify the Remarketing Agent of the principal amount of such Separate Notes to be remarketed. The Custodial Agent will hold such Separate Notes in an account separate from the Collateral Account. A holder of Separate Notes electing to have its Separate Notes 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 fourth Business Day immediately preceding the Initial first day of any Remarketing Date or Period, upon which notice the Custodial Agent will return such Separate Notes to such holder. On the Business Day immediately preceding the first day of any subsequent Remarketing Period, the Custodial Agent will deliver to the Remarketing Agent for remarketing all Separate Notes delivered to the Custodial Agent pursuant to this Section 4.5(d) and not withdrawn pursuant to the terms hereof prior to such date. The portion of the proceeds from such remarketing equal to the amount calculated in respect of such Separate Notes as applicable, set forth in Section 5.4(b) of the Purchase Contract Agreement will automatically be remitted by the Remarketing Agent to the Custodial Agent for the benefit of the holders of such Separate Notes. In addition, after deducting as the remarketing fee an amount not exceeding 25 basis points (.25%) of the total proceeds of such remarketing of such Separate Notes, the Remarketing Agent will agree pursuant to the Remarketing Agreement to remit to the Custodial Agent the remaining portion of the proceeds, if any, for payment to such holders. If, despite using commercially reasonable best efforts, the Remarketing Agent advises the Custodial Agent in writing that there has been a Failed Remarketing, the Remarketing Agent will agree pursuant to the Remarketing Agreement to promptly return such Notes to the Custodial Agent for redelivery to the holders of such Separate Notes. For purposes of this Section 4.5(d), a "holder" of a Separate Notes may elect toshall mean the Person in whose name such Separate Notes is registered on the books of the registrar for the Notes.

Remarketing; Application of Proceeds; Settlement. (a) The Collateral Pursuant to the Forward Purchase Contract Agreement, the Forward Purchase Contract Agent shall notify, not later than by 10:00 a.m., New York City time, on the third Business Day preceding the Initial Remarketing Date or the first day of any subsequent Subsequent Remarketing PeriodDate, as applicablethe case may be, the Remarketing Agent and the Collateral Agent of the aggregate number principal amount of Pledged Notes comprising part of Upper DECS to be remarketed. The Collateral Agent shall, not later than by 10:00 a.m., New York City time, on the third Business Day immediately preceding the Initial Remarketing Date or the first day of any subsequent Remarketing Period or any Subsequent Remarketing Period, as applicablethe case may be, without any instruction from Holders of Equity Security UnitsUpper DECS, Transfer deliver the Pledged Notes to be remarketed to the Remarketing Agent for remarketing. Upon After deducting as the occurrence remarketing fee an amount not exceeding 25 basis points (0.25%) of a successful remarketingthe total proceeds of such remarketing of Pledged Notes, the Remarketing Agent will deliver the Agent-purchased Treasury Consideration purchased from the proceeds of the successful remarketing attributable to the Pledged Notes to the Forward Purchase Contract Agent, which shall thereupon deliver such Agent-purchased Treasury Consideration to the Collateral Agent. Upon receipt of such the Agent-purchased Treasury Consideration from the Forward Purchase Contract AgentAgent following a successful remarketing, (i) the Collateral Agent, for the benefit of the Company, shall thereupon hold in the Collateral Account such Agent-purchased Treasury Consideration to secure such Equity Security Units Upper DECS Holders' obligations under the Forward Purchase Contracts and to fund the quarterly interest payment due to Equity Security Units Upper DECS Holders on the Stock Purchase Date in an amount equal Date, and (ii) the remaining portion, if any, of the proceeds of such successful remarketing shall be distributed by the Remarketing Agent to the quarterly interest Forward Purchase Contract Agent for payment on the Notes, calculated at the initial annual interest rateto such Upper DECS Holders participating in such remarketing. On the Stock Purchase Date, the Collateral Agent shall, at the direction of the Company, (i) apply that portion of the payments received in respect of the Pledged Treasury Consideration equal to the aggregate Stated Amount of the related Equity Security Units Upper DECS to satisfy in full the obligations of such Equity Security Units Upper DECS Holders to pay the Purchase Price under the related Forward Purchase Contracts and (ii) apply the remaining portion to pay the quarterly interest payment due to Equity Security Units Upper DECS Holders on such Stock Purchase Date Date, which quarterly interest payment shall be paid on the Pledged Notes in an amount equal to the Coupon Rate for such quarterly interest payment on the Notes, calculated at the initial annual interest ratepayment. (b) Within three Business Days following the Last Failed Remarketing, the Notes delivered to the Remarketing Agent pursuant to Section 4.5(a) hereof shall be returned to the Collateral Agent, together with written notice from the Remarketing Agent of the Last Failed Remarketing. The Collateral Agent, for the benefit of the Company, shall thereupon hold such Notes to secure the Upper DECS Holders' obligations under the Forward Purchase Contracts. The Remarketing Agent shall make one or more attempts to remarket the Notes in accordance with the procedures set forth in the Forward Purchase Contract Agreement and the Remarketing Agreement, provided that the requirements of Section 5.2(b)(ii) of the Forward Purchase Contract Agreement have been met. If by 4:00 p.m., New York City time, on the fifth Business Day immediately preceding the Stock Purchase Date, the Remarketing Agent has failed to remarket the Notes at approximately, but not less than, 100.5% of the Remarketing ValueValue (as described in the Forward Purchase Contract Agreement), the Last Failed Remarketing shall be deemed to have occurred. Within three Business Days following the Last Failed Remarketing, the Pledged Notes delivered to the Remarketing Agent pursuant to Section 4.5(a) hereof shall be returned to the Collateral Agent. In this case, the Remarketing Agent shall advise the Collateral Agent in writing that it cannot remarket the related Pledged Notes of such Holders of Equity Security UnitsUpper DECS. If any holder of Notes exercises its right to put such holder's Notes to the Company pursuant to the terms of the Indenture, and the Holders proceeds of Equity Security Units that have not made an Early Settlement, Merger Early Settlement or Cash Settlement the put shall be deemed paid (a) to have directed the Company Collateral Agent on behalf of such holder to sell or deliver the Pledged Notes in full satisfaction of their obligations satisfy such holder's obligation under the Forward Purchase Contracts. Pursuant Contract if such Notes are part of an Upper DECS and (b) to the written direction Holder of such Notes if the Company, the Notes are Separate Notes. The Collateral Agent, for the benefit of the Company will, at the written direction of the Company, will sell retain or deliver dispose of the Pledged Notes in accordance with the Company's written direction to applicable law and satisfy in full, from any such sale disposition or deliveryretention, such Holders' obligations under the related Purchase Contracts to pay the Purchase Price for the Common Stock; provided, that if upon the Last a Failed Remarketing, the Collateral Agent sells or delivers exercises such rights for the Pledged Notes in accordance with the written direction benefit of the CompanyCompany with respect to such Notes, any accrued and unpaid interest on such Notes will become payable by the Company to the Forward Purchase Contract Agent for payment to the Holders Holder of the Equity Security Units Upper DECS to which such Notes relate in accordance with the Forward Purchase Contract Agreement. (c) In the event a Holder of Stripped Units DECS has not effected made a Cash Settlement, Early Settlement or Merger Early Settlement of the Forward Purchase Contracts underlying its Stripped UnitsDECS, such Holder shall be deemed to have elected to pay for the shares of Common Stock to be issued under such Forward Purchase Contracts from the payments received in respect of the related Pledged Treasury Securities. Without receiving any instruction from any such Holder, the Collateral Agent shall apply such payments to the settlement of such Forward Purchase Contracts on the Stock Purchase Date pursuant to the written instruction of the Purchase Contract AgentDate. In the event the payments received in respect of the related Pledged Treasury Securities are in excess of the aggregate Purchase Price under the Forward Purchase Contracts being settled thereby, the Collateral Agent shall distribute such excess, when received, to the Forward Purchase Contract Agent for the benefit of such Holders of the Stripped UnitsDECS. (d) At On or prior to the fourth Business Day preceding the first day of any time after Remarketing Period, but no earlier than the Payment Date immediately preceding , holders of Separate Notes may elect to have their Separate Notes remarketed by delivering their Separate Notes, together with a notice of such election, substantially in the Initial Remarketing Date and form of Exhibit C hereto, to the Custodial Agent. On the third Business Day prior to 11:00 the first day of any Remarketing Period, by 10:00 a.m., New York City time, the Custodial Agent shall notify the Remarketing Agent of the number of such Separate Notes to be remarketed. The Custodial Agent will hold such Separate Notes in an account separate from the Collateral Account. A holder of Separate Notes electing to have its Separate Notes 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 fourth fifth Business Day immediately preceding the Initial first day of any Remarketing Date or Period and any Subsequent Remarketing Period, upon which notice the Custodial Agent will return such Separate Notes to such holder. On the third Business Day immediately preceding the first day of any subsequent Remarketing Period and any Subsequent Remarketing Period, the Custodial Agent at the written direction of the Remarketing Agent will deliver to the Remarketing Agent for remarketing all Separate Notes delivered to the Custodial Agent pursuant to this Section 4.5(d) and not withdrawn pursuant to the terms hereof prior to such date. The portion of the proceeds from such remarketing equal to the amount calculated in respect of such Separate Notes as applicable, set forth in Section 5.2(b)(i) of the Forward Purchase Contract Agreement will automatically be remitted by the Remarketing Agent to the Custodial Agent for the benefit of the holders of such Separate Notes. In addition, after deducting as the remarketing fee an amount not exceeding 25 basis points (0.25%) of the total proceeds of such remarketing of such Separate Notes, the Remarketing Agent will remit to the Custodial Agent the remaining portion of the proceeds, if any, for the benefit of such holders of such Separate Notes. If, despite using its commercially reasonable best efforts, the Remarketing Agent advises the Custodial Agent in writing that there has been a Failed Remarketing, the Remarketing Agent will promptly return such Separate Notes may elect toto the Custodial Agent for redelivery to such holders of such Separate Notes.