Common use of Application of Proceeds in Settlement of Stock Purchase Contracts Clause in Contracts

Application of Proceeds in Settlement of Stock Purchase Contracts. (a) If a Holder of Normal Common Equity Units has not elected to make an effective Cash Settlement by notifying the Stock Purchase Contract Agent in the manner provided for in Section 5.02(b)(i) of the Stock Purchase Contract Agreement or does notify the Stock Purchase Contract Agent as provided in paragraph 5.02(b)(i) of the Stock Purchase Contract Agreement of its intention to pay the Purchase Price in Cash, but fails to make such payment as required by paragraph 5.02(b)(ii) of the Stock Purchase Contract Agreement, such Holder shall be deemed to have elected to pay for the shares of Common Stock to be issued under such Stock Purchase Contracts from the Proceeds of the Remarketing of the related Pledged Trust Preferred Securities. In the event of a Successful Remarketing, the Collateral Agent shall instruct the Securities Intermediary to Transfer the related Pledged Trust Preferred Securities to the Remarketing Agent, upon confirmation of deposit by the Remarketing Agent of the Proceeds of such Successful Remarketing (less, to the extent permitted by the Remarketing Agreement, the Remarketing Fee) in the Collateral Account. The Collateral Agent shall instruct the Securities Intermediary to invest the Proceeds of the Successful Remarketing in Permitted Investments set forth in clause (6) of the definition of Permitted Investments. On the Stock Purchase Date, the Collateral Agent shall instruct the Securities Intermediary to remit a portion of the Proceeds from such Successful Remarketing equal to the aggregate liquidation amount of such Pledged Trust Preferred Securities to satisfy in full such Holder's obligations to pay the Purchase Price to purchase the shares of Common Stock under the related Stock Purchase Contracts and to remit the balance of the Proceeds from the Successful Remarketing, if any, to the Stock Purchase Contract Agent for distribution to such Holder. In the event of a Final Failed Remarketing with respect to the Series A Trust Preferred Securities, the Collateral Agent, for the benefit of the Company, will, at the written instruction of the Company, deliver or dispose of the Pledged Series A Trust Preferred Securities in accordance with the Company's written instructions to satisfy in full, from any such disposition or retention, such Holders' obligations to pay the Purchase Price for the shares of Common Stock to be issued on the Initial Stock Purchase Date under the Stock Purchase Contracts underlying such Normal Common Equity Units. Thereafter, the Collateral Agent shall promptly remit the Proceeds in excess of the aggregate Purchase Price for the shares of Common Stock to be issued on the Initial Stock Purchase Date under such Stock Purchase Contracts to the Stock Purchase Contract Agent for payment to the Holders of the Normal Common Equity Units to which such Series A Trust Preferred Securities relate. In the event of a Final Failed Remarketing with respect to the Series B Trust Preferred Securities, the Collateral Agent, for the benefit of the Company, will, at the written instruction of the Company, deliver or dispose of the Pledged Series B Trust Preferred Securities in accordance with the Company's written instructions to satisfy in full, from any such disposition or retention, such Holders' obligations to pay the Purchase Price for the shares of Common Stock to be issued on the Subsequent Stock Purchase Date under the Stock Purchase Contracts underlying such Normal Common Equity Units. Thereafter, the Collateral Agent shall promptly remit the Proceeds in excess of the aggregate Purchase Price for the shares of Common Stock to be issued on the Subsequent Stock Purchase Date under such Stock Purchase Contracts to the Stock Purchase Contract Agent for payment to the Holders of the Normal Common Equity Units to which such Series B Trust Preferred Securities relate. (b) A Holder of a Stripped Common Equity Unit shall be deemed to have elected to pay for the shares of Common Stock to be issued under the Stock Purchase Contract underlying the Stripped Common Equity Unit from the Proceeds of the related Pledged Treasury Securities. Without receiving any instruction from any Holder, the Collateral Agent shall instruct the Securities Intermediary (i) to remit the Proceeds of the related Pledged Series A Treasury Securities to the Company in settlement of such Stock Purchase Contracts on the Initial Stock Purchase Date and (ii) to remit the Proceeds of the related Pledged Series B Treasury Securities to the Company in settlement of such Stock Purchase Contracts on the Subsequent Stock Purchase Date. In the event the sum of the Proceeds from the related Pledged Treasury Securities exceeds the aggregate Purchase Price of the Stock Purchase Contracts being settled thereby, the Collateral Agent shall instruct the Securities Intermediary to transfer such excess, when received, to the Stock Purchase Contract Agent for distribution to Holders. (c) On or prior to 5:00 p.m. (New York City time) on the fifth Business Day immediately preceding an applicable Remarketing Date, but no earlier than the Payment Date immediately preceding such date, Holders of Separate Trust Preferred Securities of the series of Trust Preferred Securities that is the subject of a remarketing may elect to have their Separate Trust Preferred Securities remarketed under the Remarketing Agreement, by delivering their Separate Trust Preferred Securities along with a notice of such election, substantially in the form of Exhibit F hereto, to the Collateral Agent, acting as Custodial Agent. Any such notice and delivery may not be conditioned upon the level at which the Reset Rate for either series of Trust Preferred Securities is established in the Remarketing or any other condition. The Custodial Agent, shall hold Separate Trust Preferred Securities in an account separate from the applicable Collateral Account in which the Pledged Securities shall be held. Holders of Separate Trust Preferred Securities electing to have their Separate Trust Preferred Securities remarketed will also have the right to withdraw that election by written notice to the Collateral Agent, substantially in the form of Exhibit G hereto, on or prior to 5:00 p.m. (New York City time) on the fifth Business Day immediately preceding the applicable Remarketing Date, upon which notice the Custodial Agent shall return such Separate Trust Preferred Securities to such Holder. After such time, such election shall become an irrevocable election to have such Separate Trust Preferred Securities remarketed in such Remarketing. Promptly after 11:00 a.m. (New York City time) on the Business Day immediately preceding the applicable Remarketing Date, the Custodial Agent shall notify the Remarketing Agent of the aggregate liquidation amount of the Separate Trust Preferred Securities to be remarketed and deliver to the Remarketing Agent for remarketing all Separate Trust Preferred Securities delivered to the Custodial Agent pursuant to this Section 5.07(c) and not validly withdrawn prior to such date. In the event of a Successful Remarketing, after deducting the Remarketing Fee, the Remarketing Agent will remit to the Custodial Agent the remaining portion of the Proceeds of such Remarketing for payment to the Holders of the remarketed Separate Trust Preferred Securities, in accordance with their respective interests. In the event of a Failed Remarketing, the Remarketing Agent will promptly return such Separate Trust Preferred Securities to the Custodial Agent for distribution to the appropriate Holders.

Application of Proceeds in Settlement of Stock Purchase Contracts. (a) If a Holder of Normal Common Equity Units has not elected The Trust (acting through the Property Trustee) agrees to make an effective Cash Settlement by notifying pay the purchase price under the Stock Purchase Contract Agent in the manner provided for in Section 5.02(b)(i) of Contracts on the Stock Purchase Contract Agreement or does notify Date from the Stock Purchase Contract Agent as provided in paragraph 5.02(b)(i) Proceeds of the Stock Purchase Contract Agreement Qualifying Treasury Securities held in the Collateral Account and the Bank of its intention to pay America Deposit (or in the Purchase Price circumstances set forth in Cash, but fails to make such payment as required by paragraph 5.02(b)(ii) of the Stock Purchase Contract Agreement, such Holder shall be deemed to have elected to pay for by assignment thereof). Without receiving any further instruction from the shares Property Trustee, the Collateral Agent shall, in settlement of Common Stock to be issued under such Stock Purchase Contracts from the Proceeds of the Remarketing of the related Pledged Trust Preferred Securities. In the event of a Successful Remarketing, the Collateral Agent shall instruct the Securities Intermediary to Transfer the related Pledged Trust Preferred Securities to the Remarketing Agent, upon confirmation of deposit by the Remarketing Agent of the Proceeds of such Successful Remarketing (less, to the extent permitted by the Remarketing Agreement, the Remarketing Fee) in the Collateral Account. The Collateral Agent shall instruct the Securities Intermediary to invest the Proceeds of the Successful Remarketing in Permitted Investments set forth in clause (6) of the definition of Permitted Investments. On on the Stock Purchase Date, the Collateral Agent shall (i) instruct the Securities Intermediary to remit a portion Proceeds of the Qualifying Treasury Securities to the Corporation and (ii) instruct Bank of America, N.A. to pay the Proceeds of the Bank of America Deposit to the Corporation in an amount equal to the excess of the Purchase Price over the amount of the Proceeds from such Successful Remarketing equal to the aggregate liquidation amount of such Pledged Trust Preferred Securities to satisfy in full such Holder's obligations to pay the Purchase Price to purchase the shares of Common Stock under the related Stock Purchase Contracts and to remit the balance of the Proceeds from the Successful Remarketing, if any, to the Stock Purchase Contract Agent for distribution to such Holder. Qualifying Treasury Securities. (b) In the event of a Final Failed Remarketing with respect to the Series A Trust Preferred SecuritiesRemarketing, the Collateral Agent, for the benefit of the CompanyCorporation, will, at the written instruction of the CompanyCorporation, deliver or dispose of the Pledged Series A Trust Preferred Securities Notes in accordance with the Company's Corporation’s written instructions to satisfy in full, from any such disposition or retention, such Holders' the obligations of the Trust to pay the Purchase Price purchase price for the shares of Common Preferred Stock to be issued on the Initial Stock Purchase Date under the Stock Purchase Contracts underlying such Normal Common Equity Units. to the extent not paid from the Proceeds of the Qualifying Treasury Securities held in the Collateral Account. (c) Thereafter, the Collateral Agent shall promptly remit the Proceeds of the Qualifying Treasury Securities held in the Collateral Account in excess of the aggregate Purchase Price purchase price for the shares of Common Preferred Stock to be issued on the Initial Stock Purchase Date under such Stock Purchase Contracts to the Stock Purchase Contract Agent for payment Property Trustee or to the Holders Paying Agent on behalf of the Normal Common Equity Units to which such Series A Trust Preferred Securities relate. In the event of a Final Failed Remarketing with respect to the Series B Trust Preferred Securities, the Collateral Agent, Property Trustee for the benefit of the Company, will, at the written instruction of the Company, deliver or dispose of the Pledged Series B Trust Preferred Securities in accordance with the Company's written instructions to satisfy in full, from any such disposition or retention, such Holders' obligations to pay the Purchase Price for the shares of Common Stock to be issued on the Subsequent Stock Purchase Date under the Stock Purchase Contracts underlying such Normal Common Equity Units. Thereafter, the Collateral Agent shall promptly remit the Proceeds in excess of the aggregate Purchase Price for the shares of Common Stock to be issued on the Subsequent Stock Purchase Date under such Stock Purchase Contracts to the Stock Purchase Contract Agent for payment to the Holders of the Normal Common Equity Units to which such Series B Trust Preferred Securities relate. (b) A Holder of a Stripped Common Equity Unit shall be deemed to have elected to pay for the shares of Common Stock to be issued under the Stock Purchase Contract underlying the Stripped Common Equity Unit from the Proceeds of the related Pledged Treasury Securities. Without receiving any instruction from any Holder, the Collateral Agent shall instruct the Securities Intermediary (i) to remit the Proceeds of the related Pledged Series A Treasury Securities to the Company in settlement of such Stock Purchase Contracts on the Initial Stock Purchase Date and (ii) to remit the Proceeds of the related Pledged Series B Treasury Securities to the Company in settlement of such Stock Purchase Contracts on the Subsequent Stock Purchase Date. In the event the sum of the Proceeds from the related Pledged Treasury Securities exceeds the aggregate Purchase Price of the Stock Purchase Contracts being settled thereby, the Collateral Agent shall instruct the Securities Intermediary to transfer such excess, when received, to the Stock Purchase Contract Agent for distribution to Holders. (c) On or prior to 5:00 p.m. (New York City time) on the fifth Business Day immediately preceding an applicable Remarketing Date, but no earlier than deposit into the Payment Date immediately preceding such date, Holders of Separate Trust Preferred Securities of the series of Trust Preferred Securities that is the subject of a remarketing may elect to have their Separate Trust Preferred Securities remarketed under the Remarketing Agreement, by delivering their Separate Trust Preferred Securities along with a notice of such election, substantially in the form of Exhibit F hereto, to the Collateral Agent, acting as Custodial Agent. Any such notice and delivery may not be conditioned upon the level at which the Reset Rate for either series of Trust Preferred Securities is established in the Remarketing or any other condition. The Custodial Agent, shall hold Separate Trust Preferred Securities in an account separate from the applicable Collateral Account in which the Pledged Securities shall be held. Holders of Separate Trust Preferred Securities electing to have their Separate Trust Preferred Securities remarketed will also have the right to withdraw that election by written notice to the Collateral Agent, substantially in the form of Exhibit G hereto, on or prior to 5:00 p.m. (New York City time) on the fifth Business Day immediately preceding the applicable Remarketing Date, upon which notice the Custodial Agent shall return such Separate Trust Preferred Securities to such Holder. After such time, such election shall become an irrevocable election to have such Separate Trust Preferred Securities remarketed in such Remarketing. Promptly after 11:00 a.m. (New York City time) on the Business Day immediately preceding the applicable Remarketing Date, the Custodial Agent shall notify the Remarketing Agent of the aggregate liquidation amount of the Separate Trust Preferred Securities to be remarketed and deliver to the Remarketing Agent for remarketing all Separate Trust Preferred Securities delivered to the Custodial Agent pursuant to this Section 5.07(c) and not validly withdrawn prior to such date. In the event of a Successful Remarketing, after deducting the Remarketing Fee, the Remarketing Agent will remit to the Custodial Agent the remaining portion of the Proceeds of such Remarketing for payment to the Holders of the remarketed Separate Trust Preferred Securities, in accordance with their respective interests. In the event of a Failed Remarketing, the Remarketing Agent will promptly return such Separate Trust Preferred Securities to the Custodial Agent for distribution to the appropriate HoldersAccount.

Application of Proceeds in Settlement of Stock Purchase Contracts. (a) If a Holder of Normal Common Equity Units has not elected The Issuer Trust (acting through the Property Trustee) agrees to make an effective Cash Settlement by notifying pay the purchase price under the Stock Purchase Contract Agent in the manner provided for in Section 5.02(b)(i) of Contracts on the Stock Purchase Contract Agreement or does notify Date from the Stock Purchase Contract Agent as provided in paragraph 5.02(b)(i) Proceeds of the Stock Purchase Contract Agreement of its intention to pay Qualifying Treasury Securities held in the Purchase Price Collateral Account and the Deposit (or in Cash, but fails to make such payment as required by paragraph 5.02(b)(iithe circumstances set forth in Section 2.2(b) of the Stock Purchase Contract Agreement, such Holder shall be deemed to have elected to pay for by assignment thereof). Without receiving any further instruction from the shares Property Trustee, the Collateral Agent shall, in settlement of Common Stock to be issued under such Stock Purchase Contracts from the Proceeds of the Remarketing of the related Pledged Trust Preferred Securities. In the event of a Successful Remarketing, the Collateral Agent shall instruct the Securities Intermediary to Transfer the related Pledged Trust Preferred Securities to the Remarketing Agent, upon confirmation of deposit by the Remarketing Agent of the Proceeds of such Successful Remarketing (less, to the extent permitted by the Remarketing Agreement, the Remarketing Fee) in the Collateral Account. The Collateral Agent shall instruct the Securities Intermediary to invest the Proceeds of the Successful Remarketing in Permitted Investments set forth in clause (6) of the definition of Permitted Investments. On on the Stock Purchase Date, the Collateral Agent shall (i) instruct the Securities Intermediary to remit a portion Proceeds of the Qualifying Treasury Securities to the Company and (ii) instruct the Bank to pay the Proceeds of the Deposit to the Company in an amount equal to the excess of the Purchase Price over the amount of the Proceeds from such Successful Remarketing equal to the aggregate liquidation amount of such Pledged Trust Preferred Securities to satisfy in full such Holder's obligations to pay the Purchase Price to purchase the shares of Common Stock under the related Stock Purchase Contracts and to remit the balance of the Proceeds from the Successful Remarketing, if any, to the Stock Purchase Contract Agent for distribution to such Holder. Qualifying Treasury Securities. (b) In the event of a Final Failed Remarketing with respect to the Series A Trust Preferred SecuritiesRemarketing, the Collateral Agent, for the benefit of the Company, will, at the written instruction of the CompanyCompany to the fullest extent permitted by applicable law, deliver or dispose of the Pledged Series A Trust Preferred Securities Notes in accordance with the Company's ’s written instructions to satisfy in full, from any such disposition or retention, such Holders' the obligations of the Issuer Trust to pay the Purchase Price purchase price for the shares of Common Preferred Stock to be issued on the Initial Stock Purchase Date under the Stock Purchase Contracts underlying such Normal Common Equity Units. to the extent not paid from the Proceeds of the Qualifying Treasury Securities held in the Collateral Account, and the Company hereby waives any claim it may otherwise have for any deficiency under the UCC or other applicable law. (c) Thereafter, the Collateral Agent shall promptly remit the Proceeds of the Qualifying Treasury Securities held in the Collateral Account in excess of the aggregate Purchase Price purchase price for the shares of Common Preferred Stock to be issued on the Initial Stock Purchase Date under such Stock Purchase Contracts to the Stock Purchase Contract Agent for payment Property Trustee or to the Holders Paying Agent on behalf of the Normal Common Equity Units to which such Series A Trust Preferred Securities relate. In the event of a Final Failed Remarketing with respect to the Series B Trust Preferred Securities, the Collateral Agent, Property Trustee for the benefit of the Company, will, at the written instruction of the Company, deliver or dispose of the Pledged Series B Trust Preferred Securities in accordance with the Company's written instructions to satisfy in full, from any such disposition or retention, such Holders' obligations to pay the Purchase Price for the shares of Common Stock to be issued on the Subsequent Stock Purchase Date under the Stock Purchase Contracts underlying such Normal Common Equity Units. Thereafter, the Collateral Agent shall promptly remit the Proceeds in excess of the aggregate Purchase Price for the shares of Common Stock to be issued on the Subsequent Stock Purchase Date under such Stock Purchase Contracts to the Stock Purchase Contract Agent for payment to the Holders of the Normal Common Equity Units to which such Series B Trust Preferred Securities relate. (b) A Holder of a Stripped Common Equity Unit shall be deemed to have elected to pay for the shares of Common Stock to be issued under the Stock Purchase Contract underlying the Stripped Common Equity Unit from the Proceeds of the related Pledged Treasury Securities. Without receiving any instruction from any Holder, the Collateral Agent shall instruct the Securities Intermediary (i) to remit the Proceeds of the related Pledged Series A Treasury Securities to the Company in settlement of such Stock Purchase Contracts on the Initial Stock Purchase Date and (ii) to remit the Proceeds of the related Pledged Series B Treasury Securities to the Company in settlement of such Stock Purchase Contracts on the Subsequent Stock Purchase Date. In the event the sum of the Proceeds from the related Pledged Treasury Securities exceeds the aggregate Purchase Price of the Stock Purchase Contracts being settled thereby, the Collateral Agent shall instruct the Securities Intermediary to transfer such excess, when received, to the Stock Purchase Contract Agent for distribution to Holders. (c) On or prior to 5:00 p.m. (New York City time) on the fifth Business Day immediately preceding an applicable Remarketing Date, but no earlier than deposit into the Payment Date immediately preceding such date, Holders of Separate Trust Preferred Securities of the series of Trust Preferred Securities that is the subject of a remarketing may elect to have their Separate Trust Preferred Securities remarketed under the Remarketing Agreement, by delivering their Separate Trust Preferred Securities along with a notice of such election, substantially in the form of Exhibit F hereto, to the Collateral Agent, acting as Custodial Agent. Any such notice and delivery may not be conditioned upon the level at which the Reset Rate for either series of Trust Preferred Securities is established in the Remarketing or any other condition. The Custodial Agent, shall hold Separate Trust Preferred Securities in an account separate from the applicable Collateral Account in which the Pledged Securities shall be held. Holders of Separate Trust Preferred Securities electing to have their Separate Trust Preferred Securities remarketed will also have the right to withdraw that election by written notice to the Collateral Agent, substantially in the form of Exhibit G hereto, on or prior to 5:00 p.m. (New York City time) on the fifth Business Day immediately preceding the applicable Remarketing Date, upon which notice the Custodial Agent shall return such Separate Trust Preferred Securities to such Holder. After such time, such election shall become an irrevocable election to have such Separate Trust Preferred Securities remarketed in such Remarketing. Promptly after 11:00 a.m. (New York City time) on the Business Day immediately preceding the applicable Remarketing Date, the Custodial Agent shall notify the Remarketing Agent of the aggregate liquidation amount of the Separate Trust Preferred Securities to be remarketed and deliver to the Remarketing Agent for remarketing all Separate Trust Preferred Securities delivered to the Custodial Agent pursuant to this Section 5.07(c) and not validly withdrawn prior to such date. In the event of a Successful Remarketing, after deducting the Remarketing Fee, the Remarketing Agent will remit to the Custodial Agent the remaining portion of the Proceeds of such Remarketing for payment to the Holders of the remarketed Separate Trust Preferred Securities, in accordance with their respective interests. In the event of a Failed Remarketing, the Remarketing Agent will promptly return such Separate Trust Preferred Securities to the Custodial Agent for distribution to the appropriate HoldersAccount.

Application of Proceeds in Settlement of Stock Purchase Contracts. (a) If a Holder of Normal Common Equity Units has not elected The Issuer Trust (acting through the Property Trustee) agrees to make an effective Cash Settlement by notifying pay the purchase price under the Stock Purchase Contract Agent in the manner provided for in Section 5.02(b)(i) of Contracts on the Stock Purchase Contract Agreement or does notify Date from the Stock Purchase Contract Agent as provided in paragraph 5.02(b)(i) Proceeds of the Stock Purchase Contract Agreement of its intention to pay Qualifying Treasury Securities held in the Purchase Price Collateral Account and the SunTrust Bank Deposit (or in Cash, but fails to make such payment as required by paragraph 5.02(b)(ii) of the circumstances set forth in the Stock Purchase Contract Agreement, such Holder shall be deemed to have elected to pay for by assignment thereof). Without receiving any further instruction from the shares Property Trustee, the Collateral Agent shall, in settlement of Common Stock to be issued under such Stock Purchase Contracts from the Proceeds of the Remarketing of the related Pledged Trust Preferred Securities. In the event of a Successful Remarketing, the Collateral Agent shall instruct the Securities Intermediary to Transfer the related Pledged Trust Preferred Securities to the Remarketing Agent, upon confirmation of deposit by the Remarketing Agent of the Proceeds of such Successful Remarketing (less, to the extent permitted by the Remarketing Agreement, the Remarketing Fee) in the Collateral Account. The Collateral Agent shall instruct the Securities Intermediary to invest the Proceeds of the Successful Remarketing in Permitted Investments set forth in clause (6) of the definition of Permitted Investments. On on the Stock Purchase Date, the Collateral Agent shall (i) instruct the Securities Intermediary to remit a portion Proceeds of the Qualifying Treasury Securities to the Company and (ii) instruct SunTrust Bank to pay the Proceeds of the SunTrust Bank Deposit to the Company in an amount equal to the excess of the Purchase Price over the amount of the Proceeds from such Successful Remarketing equal to the aggregate liquidation amount of such Pledged Trust Preferred Securities to satisfy in full such Holder's obligations to pay the Purchase Price to purchase the shares of Common Stock under the related Stock Purchase Contracts and to remit the balance of the Proceeds from the Successful Remarketing, if any, to the Stock Purchase Contract Agent for distribution to such Holder. Qualifying Treasury Securities. (b) In the event of a Final Failed Remarketing with respect to the Series A Trust Preferred SecuritiesRemarketing, the Collateral Agent, for the benefit of the Company, will, at the written instruction of the Company, deliver or dispose of the Pledged Series A Trust Preferred Securities Notes in accordance with the Company's ’s written instructions to satisfy in full, from any such disposition or retention, such Holders' the obligations of the Issuer Trust to pay the Purchase Price purchase price for the shares of Common Preferred Stock to be issued on the Initial Stock Purchase Date under the Stock Purchase Contracts underlying such Normal Common Equity Units. to the extent not paid from the Proceeds of the Qualifying Treasury Securities held in the Collateral Account. (c) Thereafter, the Collateral Agent shall promptly remit the Proceeds of the Qualifying Treasury Securities held in the Collateral Account in excess of the aggregate Purchase Price purchase price for the shares of Common Preferred Stock to be issued on the Initial Stock Purchase Date under such Stock Purchase Contracts to the Stock Purchase Contract Agent for payment Property Trustee or to the Holders Paying Agent on behalf of the Normal Common Equity Units to which such Series A Trust Preferred Securities relate. In the event of a Final Failed Remarketing with respect to the Series B Trust Preferred Securities, the Collateral Agent, Property Trustee for the benefit of the Company, will, at the written instruction of the Company, deliver or dispose of the Pledged Series B Trust Preferred Securities in accordance with the Company's written instructions to satisfy in full, from any such disposition or retention, such Holders' obligations to pay the Purchase Price for the shares of Common Stock to be issued on the Subsequent Stock Purchase Date under the Stock Purchase Contracts underlying such Normal Common Equity Units. Thereafter, the Collateral Agent shall promptly remit the Proceeds in excess of the aggregate Purchase Price for the shares of Common Stock to be issued on the Subsequent Stock Purchase Date under such Stock Purchase Contracts to the Stock Purchase Contract Agent for payment to the Holders of the Normal Common Equity Units to which such Series B Trust Preferred Securities relate. (b) A Holder of a Stripped Common Equity Unit shall be deemed to have elected to pay for the shares of Common Stock to be issued under the Stock Purchase Contract underlying the Stripped Common Equity Unit from the Proceeds of the related Pledged Treasury Securities. Without receiving any instruction from any Holder, the Collateral Agent shall instruct the Securities Intermediary (i) to remit the Proceeds of the related Pledged Series A Treasury Securities to the Company in settlement of such Stock Purchase Contracts on the Initial Stock Purchase Date and (ii) to remit the Proceeds of the related Pledged Series B Treasury Securities to the Company in settlement of such Stock Purchase Contracts on the Subsequent Stock Purchase Date. In the event the sum of the Proceeds from the related Pledged Treasury Securities exceeds the aggregate Purchase Price of the Stock Purchase Contracts being settled thereby, the Collateral Agent shall instruct the Securities Intermediary to transfer such excess, when received, to the Stock Purchase Contract Agent for distribution to Holders. (c) On or prior to 5:00 p.m. (New York City time) on the fifth Business Day immediately preceding an applicable Remarketing Date, but no earlier than deposit into the Payment Date immediately preceding such date, Holders of Separate Trust Preferred Securities of the series of Trust Preferred Securities that is the subject of a remarketing may elect to have their Separate Trust Preferred Securities remarketed under the Remarketing Agreement, by delivering their Separate Trust Preferred Securities along with a notice of such election, substantially in the form of Exhibit F hereto, to the Collateral Agent, acting as Custodial Agent. Any such notice and delivery may not be conditioned upon the level at which the Reset Rate for either series of Trust Preferred Securities is established in the Remarketing or any other condition. The Custodial Agent, shall hold Separate Trust Preferred Securities in an account separate from the applicable Collateral Account in which the Pledged Securities shall be held. Holders of Separate Trust Preferred Securities electing to have their Separate Trust Preferred Securities remarketed will also have the right to withdraw that election by written notice to the Collateral Agent, substantially in the form of Exhibit G hereto, on or prior to 5:00 p.m. (New York City time) on the fifth Business Day immediately preceding the applicable Remarketing Date, upon which notice the Custodial Agent shall return such Separate Trust Preferred Securities to such Holder. After such time, such election shall become an irrevocable election to have such Separate Trust Preferred Securities remarketed in such Remarketing. Promptly after 11:00 a.m. (New York City time) on the Business Day immediately preceding the applicable Remarketing Date, the Custodial Agent shall notify the Remarketing Agent of the aggregate liquidation amount of the Separate Trust Preferred Securities to be remarketed and deliver to the Remarketing Agent for remarketing all Separate Trust Preferred Securities delivered to the Custodial Agent pursuant to this Section 5.07(c) and not validly withdrawn prior to such date. In the event of a Successful Remarketing, after deducting the Remarketing Fee, the Remarketing Agent will remit to the Custodial Agent the remaining portion of the Proceeds of such Remarketing for payment to the Holders of the remarketed Separate Trust Preferred Securities, in accordance with their respective interests. In the event of a Failed Remarketing, the Remarketing Agent will promptly return such Separate Trust Preferred Securities to the Custodial Agent for distribution to the appropriate HoldersAccount.

Application of Proceeds in Settlement of Stock Purchase Contracts. (a) If a Holder of Normal Common Equity Units has not duly elected to make an effective Cash Settlement by notifying the Stock Purchase Contract Agent in the manner provided for in accordance with Section 5.02(b)(i) of the Stock Purchase Contract Agreement or does notify the Stock Purchase Contract Agent as provided in paragraph 5.02(b)(i) of the Stock Purchase Contract Agreement of its intention to pay the Purchase Price in Cash, but fails to make such payment as required by paragraph 5.02(b)(ii5.2(b)(i) of the Stock Purchase Contract Agreement, such Holder shall be deemed to have elected to pay for the shares of Common Stock to be issued under such Stock Purchase Contracts from the Proceeds of the Remarketing of the related Pledged Trust Preferred Debt Securities. In the event of a Successful Remarketing, the Collateral Agent shall instruct the Securities Intermediary to Transfer the related Pledged Trust Preferred Debt Securities to the Remarketing Agent, upon confirmation of deposit by the Remarketing Agent of the Proceeds of such Successful Remarketing (less, to the extent permitted by the Remarketing Agreement, the Remarketing Fee) in the Collateral Account. The Collateral Agent shall instruct the Securities Intermediary to invest the Proceeds of the Successful Remarketing in Permitted Investments set forth in clause (6vi) of the definition of Permitted Investments. On the Stock Purchase Date, the Collateral Agent shall instruct the Securities Intermediary to remit a portion of the Proceeds from such Successful Remarketing equal to the aggregate liquidation principal amount of such Pledged Trust Preferred Debt Securities to satisfy in full such Holder's ’s obligations to pay the Purchase Price to purchase the shares of Common Stock under the related Stock Purchase Contracts and to remit the balance of the Proceeds from the Successful RemarketingRemarketing (less, to the extent permitted by the Remarketing Agreement, the Remarketing Fee), if any, to the Stock Purchase Contract Agent for distribution to such Holder. In the event of a Final Failed Remarketing with respect to the Series A Trust Preferred C Debt Securities, to the extent the Holders have neither exercised the Put Right with respect thereto nor made the payment to the Stock Purchase Contract Agent of the Purchase Price required in connection with an election not to exercise such Put Right, the Collateral Agent, for the benefit of the Company, will, at the written instruction of the Company, deliver or dispose of the Pledged Series A Trust Preferred C Debt Securities in accordance with the Company's ’s written instructions to satisfy in full, from any such disposition or retention, the obligations of such Holders' obligations Holders of Normal Common Equity Units to pay the Purchase Price for the shares of Common Stock to be issued on the Initial First Stock Purchase Date under the Stock Purchase Contracts underlying such Normal Common Equity Units. Thereafter, the Collateral Agent shall promptly remit the Proceeds in excess of the aggregate Purchase Price for the shares of Common Stock to be issued on the Initial First Stock Purchase Date under such Stock Purchase Contracts to the Stock Purchase Contract Agent for payment to the Holders of the Normal Common Equity Units to which such Series A Trust Preferred C Debt Securities relate. In the event of a Final Failed Remarketing with respect to the Series B Trust Preferred D Debt Securities, to the extent the Holders have neither exercised the Put Right with respect thereto nor made the payment to the Stock Purchase Contract Agent of the Purchase Price required in connection with an election not to exercise such Put Right, the Collateral Agent, for the benefit of the Company, will, at the written instruction of the Company, deliver or dispose of the Pledged Series B Trust Preferred D Debt Securities in accordance with the Company's ’s written instructions to satisfy in full, from any such disposition or retention, the obligations of such Holders' obligations Holders of Normal Common Equity Units to pay the Purchase Price for the shares of Common Stock to be issued on the Subsequent Second Stock Purchase Date under the Stock Purchase Contracts underlying such Normal Common Equity Units. Thereafter, the Collateral Agent shall promptly remit the Proceeds in excess of the aggregate Purchase Price for the shares of Common Stock to be issued on the Subsequent Second Stock Purchase Date under such Stock Purchase Contracts to the Stock Purchase Contract Agent for payment to the Holders of the Normal Common Equity Units to which such Series B Trust Preferred D Debt Securities relate. (b) A Holder . In the event of a Stripped Final Failed Remarketing with respect to the Series E Debt Securities, to the extent the Holders have neither exercised the Put Right with respect thereto nor made the payment to the Stock Purchase Contract Agent of the Purchase Price required in connection with an election not to exercise such Put Right, the Collateral Agent, for the benefit of the Company, will, at the written instruction of the Company, deliver or dispose of the Pledged Series E Debt Securities in accordance with the Company’s written instructions to satisfy in full, from any such disposition or retention, the obligations of such Holders of Normal Common Equity Unit shall be deemed to have elected Units to pay the Purchase Price for the shares of Common Stock to be issued on the Third Stock Purchase Date under the Stock Purchase Contract Contracts underlying the Stripped such Normal Common Equity Unit from the Proceeds of the related Pledged Treasury SecuritiesUnits. Without receiving any instruction from any HolderThereafter, the Collateral Agent shall instruct the Securities Intermediary (i) to promptly remit the Proceeds in excess of the related Pledged Series A Treasury Securities aggregate Purchase Price for the shares of Common Stock to be issued on the Company in settlement of Third Stock Purchase Date under such Stock Purchase Contracts on the Initial Stock Purchase Date and (ii) to remit the Proceeds of the related Pledged Series B Treasury Securities to the Company in settlement of such Stock Purchase Contracts on the Subsequent Stock Purchase Date. In the event the sum of the Proceeds from the related Pledged Treasury Securities exceeds the aggregate Purchase Price of the Stock Purchase Contracts being settled thereby, the Collateral Agent shall instruct the Securities Intermediary to transfer such excess, when received, to the Stock Purchase Contract Agent for distribution to Holders. (c) On or prior to 5:00 p.m. (New York City time) on the fifth Business Day immediately preceding an applicable Remarketing Date, but no earlier than the Payment Date immediately preceding such date, Holders of Separate Trust Preferred Securities of the series of Trust Preferred Securities that is the subject of a remarketing may elect to have their Separate Trust Preferred Securities remarketed under the Remarketing Agreement, by delivering their Separate Trust Preferred Securities along with a notice of such election, substantially in the form of Exhibit F hereto, to the Collateral Agent, acting as Custodial Agent. Any such notice and delivery may not be conditioned upon the level at which the Reset Rate for either series of Trust Preferred Securities is established in the Remarketing or any other condition. The Custodial Agent, shall hold Separate Trust Preferred Securities in an account separate from the applicable Collateral Account in which the Pledged Securities shall be held. Holders of Separate Trust Preferred Securities electing to have their Separate Trust Preferred Securities remarketed will also have the right to withdraw that election by written notice to the Collateral Agent, substantially in the form of Exhibit G hereto, on or prior to 5:00 p.m. (New York City time) on the fifth Business Day immediately preceding the applicable Remarketing Date, upon which notice the Custodial Agent shall return such Separate Trust Preferred Securities to such Holder. After such time, such election shall become an irrevocable election to have such Separate Trust Preferred Securities remarketed in such Remarketing. Promptly after 11:00 a.m. (New York City time) on the Business Day immediately preceding the applicable Remarketing Date, the Custodial Agent shall notify the Remarketing Agent of the aggregate liquidation amount of the Separate Trust Preferred Securities to be remarketed and deliver to the Remarketing Agent for remarketing all Separate Trust Preferred Securities delivered to the Custodial Agent pursuant to this Section 5.07(c) and not validly withdrawn prior to such date. In the event of a Successful Remarketing, after deducting the Remarketing Fee, the Remarketing Agent will remit to the Custodial Agent the remaining portion of the Proceeds of such Remarketing for payment to the Holders of the remarketed Separate Trust Preferred Securities, in accordance with their respective interests. In the event of a Failed Remarketing, the Remarketing Agent will promptly return Normal Common Equity Units to which such Separate Trust Preferred Series E Debt Securities to the Custodial Agent for distribution to the appropriate Holdersrelate.

Application of Proceeds in Settlement of Stock Purchase Contracts. (a) If a Holder of Normal Common Equity Units has not elected The Issuer Trust (acting through the Property Trustee) agrees to make an effective Cash Settlement by notifying pay the purchase price under the Stock Purchase Contract Agent in the manner provided for in Section 5.02(b)(i) of Contracts on the Stock Purchase Contract Agreement or does notify Date from the Stock Purchase Contract Agent as provided in paragraph 5.02(b)(i) Proceeds of the Stock Purchase Contract Agreement Qualifying Treasury Securities and the Proceeds of its intention to pay the Purchase Price Remarketing Treasury Securities held in Cash, but fails to make such payment as required by paragraph 5.02(b)(ii) of the Collateral Account (or in the circumstances set forth in the Stock Purchase Contract Agreement, such Holder shall be deemed to have elected to pay for by assignment thereof). Without receiving any further instruction from the shares Property Trustee, the Collateral Agent shall, in settlement of Common Stock to be issued under such Stock Purchase Contracts from the Proceeds of the Remarketing of the related Pledged Trust Preferred Securities. In the event of a Successful Remarketing, the Collateral Agent shall instruct the Securities Intermediary to Transfer the related Pledged Trust Preferred Securities to the Remarketing Agent, upon confirmation of deposit by the Remarketing Agent of the Proceeds of such Successful Remarketing (less, to the extent permitted by the Remarketing Agreement, the Remarketing Fee) in the Collateral Account. The Collateral Agent shall instruct the Securities Intermediary to invest the Proceeds of the Successful Remarketing in Permitted Investments set forth in clause (6) of the definition of Permitted Investments. On on the Stock Purchase Date, the Collateral Agent shall instruct the Securities Intermediary to remit a portion Proceeds of the Qualifying Treasury Securities and the Proceeds from such Successful of the Remarketing equal Treasury Securities to the aggregate liquidation amount of such Pledged Trust Preferred Securities to satisfy in full such Holder's obligations to pay the Purchase Price to purchase the shares of Common Stock under the related Stock Purchase Contracts and to remit the balance of the Proceeds from the Successful Remarketing, if any, to the Stock Purchase Contract Agent for distribution to such Holder. Company. (b) In the event of a Final Failed Remarketing with respect to the Series A Trust Preferred SecuritiesRemarketing, the Collateral Agent, for the benefit of the Company, will, at the written instruction of the Company, deliver or dispose of the Pledged Series A Trust Preferred Securities Notes in accordance with the Company's ’s written instructions to satisfy in full, from any such disposition or retention, such Holders' the obligations of the Issuer Trust to pay the Purchase Price purchase price for the shares of Common Preferred Stock to be issued on the Initial Stock Purchase Date under the Stock Purchase Contracts underlying such Normal Common Equity Units. to the extent not paid from the Proceeds of the Qualifying Treasury Securities held in the Collateral Account. (c) Thereafter, the Collateral Agent shall promptly remit the Proceeds of the Qualifying Treasury Securities held in the Collateral Account in excess of the aggregate Purchase Price purchase price for the shares of Common Preferred Stock to be issued on the Initial Stock Purchase Date under such Stock Purchase Contracts to the Stock Purchase Contract Agent for payment Property Trustee or to the Holders Paying Agent on behalf of the Normal Common Equity Units to which such Series A Trust Preferred Securities relate. In the event of a Final Failed Remarketing with respect to the Series B Trust Preferred Securities, the Collateral Agent, Property Trustee for the benefit of the Company, will, at the written instruction of the Company, deliver or dispose of the Pledged Series B Trust Preferred Securities in accordance with the Company's written instructions to satisfy in full, from any such disposition or retention, such Holders' obligations to pay the Purchase Price for the shares of Common Stock to be issued on the Subsequent Stock Purchase Date under the Stock Purchase Contracts underlying such Normal Common Equity Units. Thereafter, the Collateral Agent shall promptly remit the Proceeds in excess of the aggregate Purchase Price for the shares of Common Stock to be issued on the Subsequent Stock Purchase Date under such Stock Purchase Contracts to the Stock Purchase Contract Agent for payment to the Holders of the Normal Common Equity Units to which such Series B Trust Preferred Securities relate. (b) A Holder of a Stripped Common Equity Unit shall be deemed to have elected to pay for the shares of Common Stock to be issued under the Stock Purchase Contract underlying the Stripped Common Equity Unit from the Proceeds of the related Pledged Treasury Securities. Without receiving any instruction from any Holder, the Collateral Agent shall instruct the Securities Intermediary (i) to remit the Proceeds of the related Pledged Series A Treasury Securities to the Company in settlement of such Stock Purchase Contracts on the Initial Stock Purchase Date and (ii) to remit the Proceeds of the related Pledged Series B Treasury Securities to the Company in settlement of such Stock Purchase Contracts on the Subsequent Stock Purchase Date. In the event the sum of the Proceeds from the related Pledged Treasury Securities exceeds the aggregate Purchase Price of the Stock Purchase Contracts being settled thereby, the Collateral Agent shall instruct the Securities Intermediary to transfer such excess, when received, to the Stock Purchase Contract Agent for distribution to Holders. (c) On or prior to 5:00 p.m. (New York City time) on the fifth Business Day immediately preceding an applicable Remarketing Date, but no earlier than deposit into the Payment Date immediately preceding such date, Holders of Separate Trust Preferred Securities of the series of Trust Preferred Securities that is the subject of a remarketing may elect to have their Separate Trust Preferred Securities remarketed under the Remarketing Agreement, by delivering their Separate Trust Preferred Securities along with a notice of such election, substantially in the form of Exhibit F hereto, to the Collateral Agent, acting as Custodial Agent. Any such notice and delivery may not be conditioned upon the level at which the Reset Rate for either series of Trust Preferred Securities is established in the Remarketing or any other condition. The Custodial Agent, shall hold Separate Trust Preferred Securities in an account separate from the applicable Collateral Account in which the Pledged Securities shall be held. Holders of Separate Trust Preferred Securities electing to have their Separate Trust Preferred Securities remarketed will also have the right to withdraw that election by written notice to the Collateral Agent, substantially in the form of Exhibit G hereto, on or prior to 5:00 p.m. (New York City time) on the fifth Business Day immediately preceding the applicable Remarketing Date, upon which notice the Custodial Agent shall return such Separate Trust Preferred Securities to such Holder. After such time, such election shall become an irrevocable election to have such Separate Trust Preferred Securities remarketed in such Remarketing. Promptly after 11:00 a.m. (New York City time) on the Business Day immediately preceding the applicable Remarketing Date, the Custodial Agent shall notify the Remarketing Agent of the aggregate liquidation amount of the Separate Trust Preferred Securities to be remarketed and deliver to the Remarketing Agent for remarketing all Separate Trust Preferred Securities delivered to the Custodial Agent pursuant to this Section 5.07(c) and not validly withdrawn prior to such date. In the event of a Successful Remarketing, after deducting the Remarketing Fee, the Remarketing Agent will remit to the Custodial Agent the remaining portion of the Proceeds of such Remarketing for payment to the Holders of the remarketed Separate Trust Preferred Securities, in accordance with their respective interests. In the event of a Failed Remarketing, the Remarketing Agent will promptly return such Separate Trust Preferred Securities to the Custodial Agent for distribution to the appropriate HoldersAccount.

Application of Proceeds in Settlement of Stock Purchase Contracts. (a) If a Holder of Normal Common Equity Units MCAPS has not elected to make an effective Cash Settlement with Qualifying Treasury Securities by notifying the Stock Purchase Contract Agent in the manner provided for in Section 5.02(b)(i) 6.2 of the Stock Purchase Contract Agreement or does notify the Stock Purchase Contract Agent as provided in paragraph 5.02(b)(i) Section 6.2 of the Stock Purchase Contract Agreement of its intention to pay deliver Qualifying Treasury Securities having a principal amount equal to the Purchase Price in Cash, under the related Stock Purchase Contracts but fails to make such payment delivery as required by paragraph 5.02(b)(ii) Section 6.2 of the Stock Purchase Contract Agreement, such Holder shall be deemed to have elected to pay for the shares of Common Stock Depositary Shares to be issued under such Stock Purchase Contracts from the Proceeds of the Remarketing of the related Pledged Trust Preferred Securities. In the event of a Successful Remarketing, the Collateral Agent shall shall, upon written instruction of the Company, instruct the Securities Intermediary to Transfer the related Pledged Trust Preferred Securities to the Remarketing Agent, upon confirmation of deposit by the Remarketing Agent of the Proceeds of such Successful Remarketing (less, to the extent permitted by the Remarketing Agreement, the Remarketing Fee) in the Collateral Account. The Collateral Agent shall instruct the Securities Intermediary to invest the Proceeds of the Successful Remarketing in Permitted Investments set forth in clause (6) of the definition of Permitted Investments. On the Stock Purchase Date, the Collateral Agent shall shall, in consultation with the Stock Purchase Contract Agent, instruct the Securities Intermediary to remit a portion of the Proceeds from such Successful Remarketing equal to the aggregate liquidation amount of such Pledged Trust Preferred Securities to satisfy in full such Holder's ’s obligations to pay the Purchase Price to purchase the shares of Common Stock Depositary Shares under the related Stock Purchase Contracts and to remit the balance of the Proceeds from the Successful Remarketing, if any, to the Stock Purchase Contract Agent for distribution to such Holder. In the event of a Final Failed Remarketing with respect to the Series A Trust Preferred SecuritiesRemarketing, the Collateral Agent, for the benefit of the Company, will, at the written instruction of the Company, deliver or dispose of the Pledged Series A Trust Preferred Securities in accordance with the Company's ’s written instructions to satisfy in full, from any such disposition or retention, such Holders' ’ obligations to pay the Purchase Price for the shares of Common Stock Depositary Shares to be issued on the Initial Stock Purchase Date under the Stock Purchase Contracts underlying such Normal Common Equity UnitsMCAPS. Thereafter, the Collateral Agent shall promptly remit the Proceeds in excess of the aggregate Purchase Price for the shares of Common Stock Depositary Shares to be issued on the Initial Stock Purchase Date under such Stock Purchase Contracts to the Stock Purchase Contract Agent for payment to the Holders of the Normal Common Equity Units MCAPS to which such Series A Trust Preferred Securities relate. In the event of a Final Failed Remarketing with respect to the Series B Trust Preferred Securities, the Collateral Agent, for the benefit of the Company, will, at the written instruction of the Company, deliver or dispose of the Pledged Series B Trust Preferred Securities in accordance with the Company's written instructions to satisfy in full, from any such disposition or retention, such Holders' obligations to pay the Purchase Price for the shares of Common Stock to be issued on the Subsequent Stock Purchase Date under the Stock Purchase Contracts underlying such Normal Common Equity Units. Thereafter, the Collateral Agent shall promptly remit the Proceeds in excess of the aggregate Purchase Price for the shares of Common Stock to be issued on the Subsequent Stock Purchase Date under such Stock Purchase Contracts to the Stock Purchase Contract Agent for payment to the Holders of the Normal Common Equity Units to which such Series B Trust Preferred Securities relate. (b) A Holder of a Stripped Common Equity Unit Treasury MCAPS shall be deemed to have elected to pay for the shares of Common Stock Depositary Shares to be issued under the such Stock Purchase Contract underlying the Stripped Common Equity Unit Contracts from the Proceeds of the related Pledged Treasury Securities. Without receiving any instruction from any Holder, the Collateral Agent shall instruct the Securities Intermediary (i) to remit the Proceeds of the related Pledged Series A Treasury Securities to the Company in settlement of such Stock Purchase Contracts on the Initial Stock Purchase Date and (ii) to remit the Proceeds of the related Pledged Series B Treasury Securities to the Company in settlement of such Stock Purchase Contracts on the Subsequent Stock Purchase Date. In the event the sum of the Proceeds from the related Pledged Treasury Securities exceeds the aggregate Purchase Price of the Stock Purchase Contracts being settled thereby, the Collateral Agent shall instruct the Securities Intermediary to transfer such excess, when received, to the Stock Purchase Contract Agent for distribution to HoldersHolders of the Treasury MCAPS to which such Qualifying Treasury Securities relate. (c) On or prior to 5:00 p.m. (New York City time) on the fifth second Business Day immediately preceding an applicable any beginning of a Remarketing DatePeriod, but no earlier than the Payment Date immediately preceding such date, Holders of Separate Trust Preferred Securities of the series of Trust Preferred Securities that is the subject of a remarketing may elect to have their Separate Trust Preferred Securities remarketed under the Remarketing Agreement, by delivering their Separate Trust Preferred Securities along with a notice of such election, substantially in the form of Exhibit F hereto, to the Collateral Agent, acting as Custodial Agent. Any such notice and delivery may not be conditioned upon the level at which the Reset Rate for either series of Trust Preferred Securities is established in the Remarketing or any other condition. The Custodial Agent, Collateral Agent shall hold Separate Trust Preferred Securities in an account separate from the applicable Collateral Account in which the Pledged Securities shall be held. Holders of Separate Trust Preferred Securities electing to have their Separate Trust Preferred Securities remarketed will also have the right to withdraw that election by written notice to the Collateral Agent, substantially in the form of Exhibit G hereto, on or prior to 5:00 p.m. (New York City time) on the fifth second Business Day immediately preceding the applicable beginning of any Remarketing DatePeriod, upon which notice the Custodial Collateral Agent shall return such Separate Trust Preferred Securities to such Holder. After such time, such election shall become an irrevocable election to have such Separate Trust Preferred Securities remarketed in such Remarketing. Promptly after 11:00 a.m. (New York City time) on the Business Day immediately preceding the applicable beginning of any Remarketing DatePeriod, the Custodial Collateral Agent shall notify the Remarketing Agent of the aggregate liquidation amount of the Separate Trust Preferred Securities to be remarketed and deliver to the Remarketing Agent for remarketing all Separate Trust Preferred Securities delivered to the Custodial Collateral Agent pursuant to this Section 5.07(c5.7(c) and not validly withdrawn prior to such date. In the event of a Successful Remarketing, after deducting the Remarketing Fee, the Remarketing Agent will remit to the Custodial Collateral Agent the remaining portion of the Proceeds proceeds of such Remarketing for payment to the Holders of the remarketed Separate Trust Preferred Securities, in accordance with their respective interests. In the event of a Failed Remarketing, the Remarketing Agent will promptly return such Separate Trust Preferred Securities to the Custodial Collateral Agent for distribution to the appropriate Holders.

Application of Proceeds in Settlement of Stock Purchase Contracts. (a) If a Holder of Normal Common Equity Units has not elected The Trust (acting through the Property Trustee) agrees to make an effective Cash Settlement by notifying pay the purchase price under the Stock Purchase Contract Agent in the manner provided for in Section 5.02(b)(i) of Contracts on the Stock Purchase Contract Agreement or does notify Date from the Stock Purchase Contract Agent as provided in paragraph 5.02(b)(i) Proceeds of the Stock Purchase Contract Agreement of its intention to pay Qualifying Treasury Securities held in the Purchase Price Collateral Account and the U.S. Bank Deposit (or in Cash, but fails to make such payment as required by paragraph 5.02(b)(ii) of the circumstances set forth in the Stock Purchase Contract Agreement, such Holder shall be deemed to have elected to pay for by assignment thereof). Without receiving any further instruction from the shares Property Trustee, the Collateral Agent shall, in settlement of Common Stock to be issued under such Stock Purchase Contracts from the Proceeds of the Remarketing of the related Pledged Trust Preferred Securities. In the event of a Successful Remarketing, the Collateral Agent shall instruct the Securities Intermediary to Transfer the related Pledged Trust Preferred Securities to the Remarketing Agent, upon confirmation of deposit by the Remarketing Agent of the Proceeds of such Successful Remarketing (less, to the extent permitted by the Remarketing Agreement, the Remarketing Fee) in the Collateral Account. The Collateral Agent shall instruct the Securities Intermediary to invest the Proceeds of the Successful Remarketing in Permitted Investments set forth in clause (6) of the definition of Permitted Investments. On on the Stock Purchase Date, the Collateral Agent shall (i) instruct the Securities Intermediary to remit a portion Proceeds of the Qualifying Treasury Securities to the Company and (ii) instruct U.S. Bank National Association to pay the Proceeds of the U.S. Bank Deposit to the Company in an amount equal to the excess of the Purchase Price over the amount of the Proceeds from such Successful Remarketing equal to the aggregate liquidation amount of such Pledged Trust Preferred Securities to satisfy in full such Holder's obligations to pay the Purchase Price to purchase the shares of Common Stock under the related Stock Purchase Contracts and to remit the balance of the Proceeds from the Successful Remarketing, if any, to the Stock Purchase Contract Agent for distribution to such Holder. Qualifying Treasury Securities. (b) In the event of a Final Failed Remarketing with respect to the Series A Trust Preferred SecuritiesRemarketing, the Collateral Agent, for the benefit of the Company, will, at the written instruction of the Company, deliver or dispose of the Pledged Series A Trust Preferred Securities Notes in accordance with the Company's ’s written instructions to satisfy in full, from any such disposition or retention, such Holders' the obligations of the Trust to pay the Purchase Price purchase price for the shares of Common Preferred Stock to be issued on the Initial Stock Purchase Date under the Stock Purchase Contracts underlying such Normal Common Equity Units. to the extent not paid from the Proceeds of the Qualifying Treasury Securities held in the Collateral Account. (c) Thereafter, the Collateral Agent shall promptly remit the Proceeds of the Qualifying Treasury Securities held in the Collateral Account in excess of the aggregate Purchase Price purchase price for the shares of Common Preferred Stock to be issued on the Initial Stock Purchase Date under such Stock Purchase Contracts to the Stock Purchase Contract Agent for payment to the Holders of the Normal Common Equity Units to which such Series A Trust Preferred Securities relate. In the event of a Final Failed Remarketing with respect to the Series B Trust Preferred Securities, the Collateral Agent, for the benefit of the Company, will, at the written instruction of the Company, deliver or dispose of the Pledged Series B Trust Preferred Securities in accordance with the Company's written instructions to satisfy in full, from any such disposition or retention, such Holders' obligations to pay the Purchase Price for the shares of Common Stock to be issued on the Subsequent Stock Purchase Date under the Stock Purchase Contracts underlying such Normal Common Equity Units. Thereafter, the Collateral Agent shall promptly remit the Proceeds in excess of the aggregate Purchase Price for the shares of Common Stock to be issued on the Subsequent Stock Purchase Date under such Stock Purchase Contracts to the Stock Purchase Contract Agent for payment to the Holders of the Normal Common Equity Units to which such Series B Trust Preferred Securities relateProperty Trustee. (b) A Holder of a Stripped Common Equity Unit shall be deemed to have elected to pay for the shares of Common Stock to be issued under the Stock Purchase Contract underlying the Stripped Common Equity Unit from the Proceeds of the related Pledged Treasury Securities. Without receiving any instruction from any Holder, the Collateral Agent shall instruct the Securities Intermediary (i) to remit the Proceeds of the related Pledged Series A Treasury Securities to the Company in settlement of such Stock Purchase Contracts on the Initial Stock Purchase Date and (ii) to remit the Proceeds of the related Pledged Series B Treasury Securities to the Company in settlement of such Stock Purchase Contracts on the Subsequent Stock Purchase Date. In the event the sum of the Proceeds from the related Pledged Treasury Securities exceeds the aggregate Purchase Price of the Stock Purchase Contracts being settled thereby, the Collateral Agent shall instruct the Securities Intermediary to transfer such excess, when received, to the Stock Purchase Contract Agent for distribution to Holders. (c) On or prior to 5:00 p.m. (New York City time) on the fifth Business Day immediately preceding an applicable Remarketing Date, but no earlier than the Payment Date immediately preceding such date, Holders of Separate Trust Preferred Securities of the series of Trust Preferred Securities that is the subject of a remarketing may elect to have their Separate Trust Preferred Securities remarketed under the Remarketing Agreement, by delivering their Separate Trust Preferred Securities along with a notice of such election, substantially in the form of Exhibit F hereto, to the Collateral Agent, acting as Custodial Agent. Any such notice and delivery may not be conditioned upon the level at which the Reset Rate for either series of Trust Preferred Securities is established in the Remarketing or any other condition. The Custodial Agent, shall hold Separate Trust Preferred Securities in an account separate from the applicable Collateral Account in which the Pledged Securities shall be held. Holders of Separate Trust Preferred Securities electing to have their Separate Trust Preferred Securities remarketed will also have the right to withdraw that election by written notice to the Collateral Agent, substantially in the form of Exhibit G hereto, on or prior to 5:00 p.m. (New York City time) on the fifth Business Day immediately preceding the applicable Remarketing Date, upon which notice the Custodial Agent shall return such Separate Trust Preferred Securities to such Holder. After such time, such election shall become an irrevocable election to have such Separate Trust Preferred Securities remarketed in such Remarketing. Promptly after 11:00 a.m. (New York City time) on the Business Day immediately preceding the applicable Remarketing Date, the Custodial Agent shall notify the Remarketing Agent of the aggregate liquidation amount of the Separate Trust Preferred Securities to be remarketed and deliver to the Remarketing Agent for remarketing all Separate Trust Preferred Securities delivered to the Custodial Agent pursuant to this Section 5.07(c) and not validly withdrawn prior to such date. In the event of a Successful Remarketing, after deducting the Remarketing Fee, the Remarketing Agent will remit to the Custodial Agent the remaining portion of the Proceeds of such Remarketing for payment to the Holders of the remarketed Separate Trust Preferred Securities, in accordance with their respective interests. In the event of a Failed Remarketing, the Remarketing Agent will promptly return such Separate Trust Preferred Securities to the Custodial Agent for distribution to the appropriate Holders.

Application of Proceeds in Settlement of Stock Purchase Contracts. (a) If a Holder of Normal Common Equity Units has not elected The Issuer Trust (acting through the Property Trustee) agrees to make an effective Cash Settlement by notifying pay the purchase price under the Stock Purchase Contract Agent in the manner provided for in Section 5.02(b)(i) of Contracts on the Stock Purchase Contract Agreement or does notify Date from the Stock Purchase Contract Agent as provided in paragraph 5.02(b)(i) Proceeds of the Stock Purchase Contract Agreement of its intention to pay Qualifying Treasury Securities held in the Purchase Price Collateral Account and the National City Bank Deposit (or in Cash, but fails to make such payment as required by paragraph 5.02(b)(iithe circumstances set forth in Section 2.2(b) of the Stock Purchase Contract Agreement, such Holder shall be deemed to have elected to pay for by assignment thereof). Without receiving any further instruction from the shares Property Trustee, the Collateral Agent shall, in settlement of Common Stock to be issued under such Stock Purchase Contracts from the Proceeds of the Remarketing of the related Pledged Trust Preferred Securities. In the event of a Successful Remarketing, the Collateral Agent shall instruct the Securities Intermediary to Transfer the related Pledged Trust Preferred Securities to the Remarketing Agent, upon confirmation of deposit by the Remarketing Agent of the Proceeds of such Successful Remarketing (less, to the extent permitted by the Remarketing Agreement, the Remarketing Fee) in the Collateral Account. The Collateral Agent shall instruct the Securities Intermediary to invest the Proceeds of the Successful Remarketing in Permitted Investments set forth in clause (6) of the definition of Permitted Investments. On on the Stock Purchase Date, the Collateral Agent shall (i) instruct the Securities Intermediary to remit a portion Proceeds of the Qualifying Treasury Securities to the Company and (ii) instruct National City Bank to pay the Proceeds of the National City Bank Deposit to the Company in an amount equal to the excess of the Purchase Price over the amount of the Proceeds from such Successful Remarketing equal to the aggregate liquidation amount of such Pledged Trust Preferred Securities to satisfy in full such Holder's obligations to pay the Purchase Price to purchase the shares of Common Stock under the related Stock Purchase Contracts and to remit the balance of the Proceeds from the Successful Remarketing, if any, to the Stock Purchase Contract Agent for distribution to such Holder. Qualifying Treasury Securities. (b) In the event of a Final Failed Remarketing with respect to the Series A Trust Preferred SecuritiesRemarketing, the Collateral Agent, for the benefit of the Company, will, at the written instruction of the CompanyCompany to the fullest extent permitted by applicable law, deliver or dispose of the Pledged Series A Trust Preferred Securities Notes in accordance with the Company's ’s written instructions to satisfy in full, from any such disposition or retention, such Holders' the obligations of the Issuer Trust to pay the Purchase Price purchase price for the shares of Common Preferred Stock to be issued on the Initial Stock Purchase Date under the Stock Purchase Contracts underlying such Normal Common Equity Units. to the extent not paid from the Proceeds of the Qualifying Treasury Securities held in the Collateral Account, and the Company hereby waives any claim it may otherwise have for any deficiency under the UCC or other applicable law. (c) Thereafter, the Collateral Agent shall promptly remit the Proceeds of the Qualifying Treasury Securities held in the Collateral Account in excess of the aggregate Purchase Price purchase price for the shares of Common Preferred Stock to be issued on the Initial Stock Purchase Date under such Stock Purchase Contracts to the Stock Purchase Contract Agent for payment Property Trustee or to the Holders Paying Agent on behalf of the Normal Common Equity Units to which such Series A Trust Preferred Securities relate. In the event of a Final Failed Remarketing with respect to the Series B Trust Preferred Securities, the Collateral Agent, Property Trustee for the benefit of the Company, will, at the written instruction of the Company, deliver or dispose of the Pledged Series B Trust Preferred Securities in accordance with the Company's written instructions to satisfy in full, from any such disposition or retention, such Holders' obligations to pay the Purchase Price for the shares of Common Stock to be issued on the Subsequent Stock Purchase Date under the Stock Purchase Contracts underlying such Normal Common Equity Units. Thereafter, the Collateral Agent shall promptly remit the Proceeds in excess of the aggregate Purchase Price for the shares of Common Stock to be issued on the Subsequent Stock Purchase Date under such Stock Purchase Contracts to the Stock Purchase Contract Agent for payment to the Holders of the Normal Common Equity Units to which such Series B Trust Preferred Securities relate. (b) A Holder of a Stripped Common Equity Unit shall be deemed to have elected to pay for the shares of Common Stock to be issued under the Stock Purchase Contract underlying the Stripped Common Equity Unit from the Proceeds of the related Pledged Treasury Securities. Without receiving any instruction from any Holder, the Collateral Agent shall instruct the Securities Intermediary (i) to remit the Proceeds of the related Pledged Series A Treasury Securities to the Company in settlement of such Stock Purchase Contracts on the Initial Stock Purchase Date and (ii) to remit the Proceeds of the related Pledged Series B Treasury Securities to the Company in settlement of such Stock Purchase Contracts on the Subsequent Stock Purchase Date. In the event the sum of the Proceeds from the related Pledged Treasury Securities exceeds the aggregate Purchase Price of the Stock Purchase Contracts being settled thereby, the Collateral Agent shall instruct the Securities Intermediary to transfer such excess, when received, to the Stock Purchase Contract Agent for distribution to Holders. (c) On or prior to 5:00 p.m. (New York City time) on the fifth Business Day immediately preceding an applicable Remarketing Date, but no earlier than deposit into the Payment Date immediately preceding such date, Holders of Separate Trust Preferred Securities of the series of Trust Preferred Securities that is the subject of a remarketing may elect to have their Separate Trust Preferred Securities remarketed under the Remarketing Agreement, by delivering their Separate Trust Preferred Securities along with a notice of such election, substantially in the form of Exhibit F hereto, to the Collateral Agent, acting as Custodial Agent. Any such notice and delivery may not be conditioned upon the level at which the Reset Rate for either series of Trust Preferred Securities is established in the Remarketing or any other condition. The Custodial Agent, shall hold Separate Trust Preferred Securities in an account separate from the applicable Collateral Account in which the Pledged Securities shall be held. Holders of Separate Trust Preferred Securities electing to have their Separate Trust Preferred Securities remarketed will also have the right to withdraw that election by written notice to the Collateral Agent, substantially in the form of Exhibit G hereto, on or prior to 5:00 p.m. (New York City time) on the fifth Business Day immediately preceding the applicable Remarketing Date, upon which notice the Custodial Agent shall return such Separate Trust Preferred Securities to such Holder. After such time, such election shall become an irrevocable election to have such Separate Trust Preferred Securities remarketed in such Remarketing. Promptly after 11:00 a.m. (New York City time) on the Business Day immediately preceding the applicable Remarketing Date, the Custodial Agent shall notify the Remarketing Agent of the aggregate liquidation amount of the Separate Trust Preferred Securities to be remarketed and deliver to the Remarketing Agent for remarketing all Separate Trust Preferred Securities delivered to the Custodial Agent pursuant to this Section 5.07(c) and not validly withdrawn prior to such date. In the event of a Successful Remarketing, after deducting the Remarketing Fee, the Remarketing Agent will remit to the Custodial Agent the remaining portion of the Proceeds of such Remarketing for payment to the Holders of the remarketed Separate Trust Preferred Securities, in accordance with their respective interests. In the event of a Failed Remarketing, the Remarketing Agent will promptly return such Separate Trust Preferred Securities to the Custodial Agent for distribution to the appropriate HoldersAccount.

Application of Proceeds in Settlement of Stock Purchase Contracts. (a) If a Holder of Normal Common Equity Units has not duly elected to make an effective Cash Settlement by notifying the Stock Purchase Contract Agent in the manner provided for in accordance with Section 5.02(b)(i) of the Stock Purchase Contract Agreement or does notify the Stock Purchase Contract Agent as provided in paragraph 5.02(b)(i) of the Stock Purchase Contract Agreement of its intention to pay the Purchase Price in Cash, but fails to make such payment as required by paragraph 5.02(b)(ii5.2(b)(i) of the Stock Purchase Contract Agreement, such Holder shall be deemed to have elected to pay for the shares of Common Stock to be issued under such Stock Purchase Contracts from the Proceeds of the Remarketing of the related Pledged Trust Preferred Debt Securities. In the event of a Successful Remarketing, the Collateral Agent shall instruct the Securities Intermediary proceeds will be applied pursuant to Transfer the related Pledged Trust Preferred Securities to the Remarketing Agent, upon confirmation of deposit by the Remarketing Agent of the Proceeds of such Successful Remarketing (less, to the extent permitted by the Remarketing Agreement, the Remarketing Fee) and in the Collateral Account. The Collateral Agent shall instruct the Securities Intermediary to invest the Proceeds of the Successful Remarketing in Permitted Investments set forth in clause (6) of the definition of Permitted Investments. On the Stock Purchase Date, the Collateral Agent shall instruct the Securities Intermediary to remit a portion of the Proceeds from such Successful Remarketing equal to the aggregate liquidation amount of such Pledged Trust Preferred Securities to satisfy in full such Holder's obligations to pay the Purchase Price to purchase the shares of Common Stock under the related Stock Purchase Contracts and to remit the balance of the Proceeds from the Successful Remarketing, if any, to the Stock Purchase Contract Agent for distribution to such Holderaccordance with Section 7.3 hereof. In the event of a Final Failed Remarketing with respect to the Series A Trust Preferred C Debt Securities, to the extent the Holders have neither exercised the Put Right with respect thereto nor made the payment to the Stock Purchase Contract Agent of the Purchase Price required in connection with an election not to exercise such Put Right, the Collateral Agent, for the benefit of the Company, will, at the written instruction of the Company, deliver or dispose of the Pledged Series A Trust Preferred C Debt Securities in accordance with the Company's ’s written instructions to satisfy in full, from any such disposition or retention, the obligations of such Holders' obligations Holders of Normal Common Equity Units to pay the Purchase Price for the shares of Common Stock to be issued on the Initial First Stock Purchase Date under the Stock Purchase Contracts underlying such Normal Common Equity Units. Thereafter, the Collateral Agent shall promptly remit the Proceeds in excess of the aggregate Purchase Price for the shares of Common Stock to be issued on the Initial First Stock Purchase Date under such Stock Purchase Contracts to the Stock Purchase Contract Agent for payment to the Holders of the Normal Common Equity Units to which such Series A Trust Preferred C Debt Securities relate. In the event of a Final Failed Remarketing with respect to the Series B Trust Preferred D Debt Securities, to the extent the Holders have neither exercised the Put Right with respect thereto nor made the payment to the Stock Purchase Contract Agent of the Purchase Price required in connection with an election not to exercise such Put Right, the Collateral Agent, for the benefit of the Company, will, at the written instruction of the Company, deliver or dispose of the Pledged Series B Trust Preferred D Debt Securities in accordance with the Company's ’s written instructions to satisfy in full, from any such disposition or retention, the obligations of such Holders' obligations Holders of Normal Common Equity Units to pay the Purchase Price for the shares of Common Stock to be issued on the Subsequent Second Stock Purchase Date under the Stock Purchase Contracts underlying such Normal Common Equity Units. Thereafter, the Collateral Agent shall promptly remit the Proceeds in excess of the aggregate Purchase Price for the shares of Common Stock to be issued on the Subsequent Second Stock Purchase Date under such Stock Purchase Contracts to the Stock Purchase Contract Agent for payment to the Holders of the Normal Common Equity Units to which such Series B Trust Preferred D Debt Securities relate. In the event of a Final Failed Remarketing with respect to the Series E Debt Securities, to the extent the Holders have neither exercised the Put Right with respect thereto nor made the payment to the Stock Purchase Contract Agent of the Purchase Price required in connection with an election not to exercise such Put Right, the Collateral Agent, for the benefit of the Company, will, at the written instruction of the Company, deliver or dispose of the Pledged Series E Debt Securities in accordance with the Company’s written instructions to satisfy in full, from any such disposition or retention, the obligations of such Holders of Normal Common Equity Units to pay the Purchase Price for the shares of Common Stock to be issued on the Third Stock Purchase Date under the Stock Purchase Contracts underlying such Normal Common Equity Units. Thereafter, the Collateral Agent shall promptly remit the Proceeds in excess of the aggregate Purchase Price for the shares of Common Stock to be issued on the Third Stock Purchase Date under such Stock Purchase Contracts to the Stock Purchase Contract Agent for payment to the Holders of the Normal Common Equity Units to which such Series E Debt Securities relate. (b) A Holder of a Stripped Common Equity Unit shall be deemed to have elected to pay for the shares of Common Stock to be issued under the Stock Purchase Contract underlying the Stripped Common Equity Unit from the Proceeds of the related Pledged Treasury Securities. Without receiving the need for any instruction from any Holder, the Collateral Agent shall instruct the Securities Intermediary (i) to remit the Proceeds of the related Pledged Series A C Treasury Securities to the Company in settlement of such Stock Purchase Contracts on the Initial First Stock Purchase Date and Date, (ii) to remit the Proceeds of the related Pledged Series B D Treasury Securities to the Company in settlement of such Stock Purchase Contracts on the Subsequent Second Stock Purchase Date and (iii) to remit the Proceeds of the related Pledged Series E Treasury Securities to the Company in settlement of such Stock Purchase Contracts on the Third Stock Purchase Date. In the event the sum of the Proceeds from the related Pledged Treasury Securities exceeds the aggregate Purchase Price of the Stock Purchase Contracts being settled thereby, the Collateral Agent shall instruct the Securities Intermediary to transfer such excess, when received, to the Stock Purchase Contract Agent for distribution to HoldersHolders of the Stripped Common Equity Units. (c) On or prior Prior to 5:00 p.m. (New York City time) on the twenty fifth (25th) Business Day immediately preceding an applicable Remarketing Date, but no earlier than the Payment Applicable Stock Purchase Date immediately preceding such daterelating to a Remarketing, Holders of Separate Trust Preferred Debt Securities of the such series of Trust Preferred Debt Securities that is the subject of a remarketing may elect to have their applicable Separate Trust Preferred Debt Securities remarketed under the Remarketing Agreement, by delivering their such applicable Separate Trust Preferred Debt Securities along with a notice of such election, substantially in the form of Exhibit F heretoF, to the Collateral Agent, acting as Custodial Agent, provided, however, that, notwithstanding anything herein to the contrary, no Holder of a Separate Debt Security may so elect to include such Separate Debt Security in a Remarketing, unless the principal amount of such Separate Debt Security (and, if such Separate Debt Security is a Unit Debt Security, the principal amount of each tranche of Component Debt Securities forming part of such Separate Debt Security) is an integral multiple of one thousand dollars ($1,000). Any such notice and delivery may not be conditioned upon the level at which the Reset Rate for either the applicable series of Trust Preferred Debt Securities is established in the Remarketing or any other condition. The Custodial Agent, Agent shall hold Separate Trust Preferred Debt Securities in an account separate from the applicable Collateral Account in which the Pledged Securities shall be held. Holders of Separate Trust Preferred Debt Securities electing to have their Separate Trust Preferred Debt Securities remarketed will also have the right to withdraw that election by written notice to the Collateral Agent, substantially in the form of Exhibit G hereto, on or prior to 5:00 p.m. (New York City time) on the twenty fifth (25th) Business Day immediately preceding the applicable Remarketing Applicable Stock Purchase Date, upon which notice the Custodial Agent shall return such Separate Trust Preferred Debt Securities to such Holder. After such time, such election shall become an irrevocable election to have such Separate Trust Preferred Debt Securities remarketed in such Remarketing. Promptly after No later than 11:00 a.m. (New York City time) on the twenty fourth (24th) Business Day immediately preceding the applicable Remarketing DateApplicable Stock Purchase Date relating to each Remarketing, the Custodial Agent shall notify the Remarketing Agent of the aggregate liquidation principal amount of the Separate Trust Preferred Debt Securities to be remarketed and deliver to the Remarketing Agent for remarketing all Separate Trust Preferred Debt Securities delivered to the Custodial Agent pursuant to this Section 5.07(c5.9(c) and not validly withdrawn prior to such date. In the event of a Successful Remarketing, after deducting the Remarketing Fee, the Remarketing Agent will remit to the Custodial Agent the remaining portion of the Proceeds of such Remarketing for payment to the Holders of the remarketed Separate Trust Preferred Debt Securities, in accordance with their respective interests. In the event of a Failed Remarketing, the Remarketing Agent will promptly return such Separate Trust Preferred Debt Securities to the Custodial Agent for distribution to the appropriate Holders.

Application of Proceeds in Settlement of Stock Purchase Contracts. (a) If a Holder of Normal Common Equity Units has not elected The Issuer Trust (acting through the Property Trustee) agrees to make an effective Cash Settlement by notifying pay the purchase price under the Stock Purchase Contract Agent in the manner provided for in Section 5.02(b)(i) of Contracts on the Stock Purchase Contract Agreement or does notify Date from the Stock Purchase Contract Agent as provided in paragraph 5.02(b)(i) Proceeds of the Stock Purchase Contract Agreement Qualifying Treasury Securities and the Proceeds of its intention to pay the Purchase Price Remarketing Treasury Securities held in Cash, but fails to make such payment as required by paragraph 5.02(b)(ii) of the Collateral Account (or in the circumstances set forth in the Stock Purchase Contract Agreement, such Holder shall be deemed to have elected to pay for by assignment thereof). Without receiving any further instruction from the shares Property Trustee, the Collateral Agent shall, in settlement of Common Stock to be issued under such Stock Purchase Contracts from the Proceeds of the Remarketing of the related Pledged Trust Preferred Securities. In the event of a Successful Remarketing, the Collateral Agent shall instruct the Securities Intermediary to Transfer the related Pledged Trust Preferred Securities to the Remarketing Agent, upon confirmation of deposit by the Remarketing Agent of the Proceeds of such Successful Remarketing (less, to the extent permitted by the Remarketing Agreement, the Remarketing Fee) in the Collateral Account. The Collateral Agent shall instruct the Securities Intermediary to invest the Proceeds of the Successful Remarketing in Permitted Investments set forth in clause (6) of the definition of Permitted Investments. On on the Stock Purchase Date, the Collateral Agent shall instruct the Securities Intermediary to remit a portion Proceeds of the Qualifying Treasury Securities and the Proceeds from such Successful of the Remarketing equal Treasury Securities to the aggregate liquidation amount of such Pledged Trust Preferred Securities to satisfy in full such Holder's obligations to pay the Purchase Price to purchase the shares of Common Stock under the related Stock Purchase Contracts and to remit the balance of the Proceeds from the Successful Remarketing, if any, to the Stock Purchase Contract Agent for distribution to such Holder. Company. (b) In the event of a Final Failed Remarketing with respect to the Series A Trust Preferred SecuritiesRemarketing, the Collateral Agent, for the benefit of the Company, will, at the written instruction of the Company, deliver or dispose of the Pledged Series A Trust Preferred Securities Junior Subordinated Debentures in accordance with the Company's ’s written instructions to satisfy in full, from any such disposition or retention, such Holders' the obligations of the Issuer Trust to pay the Purchase Price purchase price for the shares of Common Preferred Stock to be issued on the Initial Stock Purchase Date under the Stock Purchase Contracts underlying such Normal Common Equity Units. to the extent not paid from the Proceeds of the Qualifying Treasury Securities held in the Collateral Account. (c) Thereafter, the Collateral Agent shall promptly remit the Proceeds of the Qualifying Treasury Securities and of the disposition, if any, of the Pledged Junior Subordinated Debentures in the event of a Failed Remarketing held in the Collateral Account in excess of the aggregate Purchase Price purchase price for the shares of Common Preferred Stock to be issued on the Initial Stock Purchase Date under such Stock Purchase Contracts to the Stock Purchase Contract Agent for payment Property Trustee or to the Holders Paying Agent on behalf of the Normal Common Equity Units to which such Series A Trust Preferred Securities relate. In Property Trustee for deposit into the event of a Final Failed Remarketing with respect to the Series B Trust Preferred Securities, the Collateral Agent, Payment Account for the benefit of the Company, will, at the written instruction of the Company, deliver or dispose of the Pledged Series B Trust Preferred Securities distribution in accordance with the Company's written instructions to satisfy in full, from any such disposition or retention, such Holders' obligations to pay the Purchase Price for the shares of Common Stock to be issued on the Subsequent Stock Purchase Date under the Stock Purchase Contracts underlying such Normal Common Equity Units. Thereafter, the Collateral Agent shall promptly remit the Proceeds in excess terms of the aggregate Purchase Price for the shares of Common Stock to be issued on the Subsequent Stock Purchase Date under such Stock Purchase Contracts to the Stock Purchase Contract Agent for payment to the Holders of the Normal Common Equity Units to which such Series B Trust Preferred Securities relateAgreement. (b) A Holder of a Stripped Common Equity Unit shall be deemed to have elected to pay for the shares of Common Stock to be issued under the Stock Purchase Contract underlying the Stripped Common Equity Unit from the Proceeds of the related Pledged Treasury Securities. Without receiving any instruction from any Holder, the Collateral Agent shall instruct the Securities Intermediary (i) to remit the Proceeds of the related Pledged Series A Treasury Securities to the Company in settlement of such Stock Purchase Contracts on the Initial Stock Purchase Date and (ii) to remit the Proceeds of the related Pledged Series B Treasury Securities to the Company in settlement of such Stock Purchase Contracts on the Subsequent Stock Purchase Date. In the event the sum of the Proceeds from the related Pledged Treasury Securities exceeds the aggregate Purchase Price of the Stock Purchase Contracts being settled thereby, the Collateral Agent shall instruct the Securities Intermediary to transfer such excess, when received, to the Stock Purchase Contract Agent for distribution to Holders. (c) On or prior to 5:00 p.m. (New York City time) on the fifth Business Day immediately preceding an applicable Remarketing Date, but no earlier than the Payment Date immediately preceding such date, Holders of Separate Trust Preferred Securities of the series of Trust Preferred Securities that is the subject of a remarketing may elect to have their Separate Trust Preferred Securities remarketed under the Remarketing Agreement, by delivering their Separate Trust Preferred Securities along with a notice of such election, substantially in the form of Exhibit F hereto, to the Collateral Agent, acting as Custodial Agent. Any such notice and delivery may not be conditioned upon the level at which the Reset Rate for either series of Trust Preferred Securities is established in the Remarketing or any other condition. The Custodial Agent, shall hold Separate Trust Preferred Securities in an account separate from the applicable Collateral Account in which the Pledged Securities shall be held. Holders of Separate Trust Preferred Securities electing to have their Separate Trust Preferred Securities remarketed will also have the right to withdraw that election by written notice to the Collateral Agent, substantially in the form of Exhibit G hereto, on or prior to 5:00 p.m. (New York City time) on the fifth Business Day immediately preceding the applicable Remarketing Date, upon which notice the Custodial Agent shall return such Separate Trust Preferred Securities to such Holder. After such time, such election shall become an irrevocable election to have such Separate Trust Preferred Securities remarketed in such Remarketing. Promptly after 11:00 a.m. (New York City time) on the Business Day immediately preceding the applicable Remarketing Date, the Custodial Agent shall notify the Remarketing Agent of the aggregate liquidation amount of the Separate Trust Preferred Securities to be remarketed and deliver to the Remarketing Agent for remarketing all Separate Trust Preferred Securities delivered to the Custodial Agent pursuant to this Section 5.07(c) and not validly withdrawn prior to such date. In the event of a Successful Remarketing, after deducting the Remarketing Fee, the Remarketing Agent will remit to the Custodial Agent the remaining portion of the Proceeds of such Remarketing for payment to the Holders of the remarketed Separate Trust Preferred Securities, in accordance with their respective interests. In the event of a Failed Remarketing, the Remarketing Agent will promptly return such Separate Trust Preferred Securities to the Custodial Agent for distribution to the appropriate Holders.

Application of Proceeds in Settlement of Stock Purchase Contracts. (a) If a Holder of Normal Common Equity Units has not elected The Trust (acting through the Property Trustee) agrees to make an effective Cash Settlement by notifying pay the purchase price under the Stock Purchase Contract Agent in the manner provided for in Section 5.02(b)(i) of Contracts on the Stock Purchase Contract Agreement or does notify Date from the Stock Purchase Contract Agent as provided in paragraph 5.02(b)(i) Proceeds of the Stock Purchase Contract Agreement of its intention to pay Qualifying Treasury Securities held in the Purchase Price Collateral Account and the U.S. Bank Deposit (or in Cash, but fails to make such payment as required by paragraph 5.02(b)(ii) of the circumstances set forth in the Stock Purchase Contract Agreement, such Holder shall be deemed to have elected to pay for by assignment thereof). Without receiving any further instruction from the shares Property Trustee, the Collateral Agent shall, in settlement of Common Stock to be issued under such Stock Purchase Contracts from the Proceeds of the Remarketing of the related Pledged Trust Preferred Securities. In the event of a Successful Remarketing, the Collateral Agent shall instruct the Securities Intermediary to Transfer the related Pledged Trust Preferred Securities to the Remarketing Agent, upon confirmation of deposit by the Remarketing Agent of the Proceeds of such Successful Remarketing (less, to the extent permitted by the Remarketing Agreement, the Remarketing Fee) in the Collateral Account. The Collateral Agent shall instruct the Securities Intermediary to invest the Proceeds of the Successful Remarketing in Permitted Investments set forth in clause (6) of the definition of Permitted Investments. On on the Stock Purchase Date, the Collateral Agent shall (i) instruct the Securities Intermediary to remit a portion Proceeds of the Qualifying Treasury Securities to the Company and (ii) instruct U.S. Bank National Association to pay the Proceeds of the U.S. Bank Deposit to the Company in an amount equal to the excess of the Purchase Price over the amount of the Proceeds from such Successful Remarketing equal to the aggregate liquidation amount of such Pledged Trust Preferred Securities to satisfy in full such Holder's obligations to pay the Purchase Price to purchase the shares of Common Stock under the related Stock Purchase Contracts and to remit the balance of the Proceeds from the Successful Remarketing, if any, to the Stock Purchase Contract Agent for distribution to such Holder. Qualifying Treasury Securities. (b) In the event of a Final Failed Remarketing with respect to the Series A Trust Preferred SecuritiesRemarketing, the Collateral Agent, for the benefit of the Company, will, at the written instruction of the Company, deliver or dispose of the Pledged Series A Trust Preferred Securities Notes in accordance with the Company's ’s written instructions to satisfy in full, from any such disposition or retention, such Holders' the obligations of the Trust to pay the Purchase Price purchase price for the shares of Common Preferred Stock to be issued on the Initial Stock Purchase Date under the Stock Purchase Contracts underlying such Normal Common Equity Units. to the extent not paid from the Proceeds of the Qualifying Treasury Securities held in the Collateral Account. (c) Thereafter, the Collateral Agent shall promptly remit the Proceeds of the Qualifying Treasury Securities held in the Collateral Account in excess of the aggregate Purchase Price purchase price for the shares of Common Preferred Stock to be issued on the Initial Stock Purchase Date under such Stock Purchase Contracts to the Stock Purchase Contract Agent for payment to the Holders of the Normal Common Equity Units to which such Series A Trust Preferred Securities relateProperty Trustee. In the event of a Final Failed Remarketing with respect to the Series B Trust Preferred Securities, the Amended and Restated Collateral Agent, for the benefit of the Company, will, at the written instruction of the Company, deliver or dispose of the Pledged Series B Trust Preferred Securities in accordance with the Company's written instructions to satisfy in full, from any such disposition or retention, such Holders' obligations to pay the Purchase Price for the shares of Common Stock to be issued on the Subsequent Stock Purchase Date under the Stock Purchase Contracts underlying such Normal Common Equity Units. Thereafter, the Collateral Agent shall promptly remit the Proceeds in excess of the aggregate Purchase Price for the shares of Common Stock to be issued on the Subsequent Stock Purchase Date under such Stock Purchase Contracts to the Stock Purchase Contract Agent for payment to the Holders of the Normal Common Equity Units to which such Series B Trust Preferred Securities relate. (b) A Holder of a Stripped Common Equity Unit shall be deemed to have elected to pay for the shares of Common Stock to be issued under the Stock Purchase Contract underlying the Stripped Common Equity Unit from the Proceeds of the related Pledged Treasury Securities. Without receiving any instruction from any Holder, the Collateral Agent shall instruct the Securities Intermediary (i) to remit the Proceeds of the related Pledged Series A Treasury Securities to the Company in settlement of such Stock Purchase Contracts on the Initial Stock Purchase Date and (ii) to remit the Proceeds of the related Pledged Series B Treasury Securities to the Company in settlement of such Stock Purchase Contracts on the Subsequent Stock Purchase Date. In the event the sum of the Proceeds from the related Pledged Treasury Securities exceeds the aggregate Purchase Price of the Stock Purchase Contracts being settled thereby, the Collateral Agent shall instruct the Securities Intermediary to transfer such excess, when received, to the Stock Purchase Contract Agent for distribution to Holders. (c) On or prior to 5:00 p.m. (New York City time) on the fifth Business Day immediately preceding an applicable Remarketing Date, but no earlier than the Payment Date immediately preceding such date, Holders of Separate Trust Preferred Securities of the series of Trust Preferred Securities that is the subject of a remarketing may elect to have their Separate Trust Preferred Securities remarketed under the Remarketing Agreement, by delivering their Separate Trust Preferred Securities along with a notice of such election, substantially in the form of Exhibit F hereto, to the Collateral Agent, acting as Custodial Agent. Any such notice and delivery may not be conditioned upon the level at which the Reset Rate for either series of Trust Preferred Securities is established in the Remarketing or any other condition. The Custodial Agent, shall hold Separate Trust Preferred Securities in an account separate from the applicable Collateral Account in which the Pledged Securities shall be held. Holders of Separate Trust Preferred Securities electing to have their Separate Trust Preferred Securities remarketed will also have the right to withdraw that election by written notice to the Collateral Agent, substantially in the form of Exhibit G hereto, on or prior to 5:00 p.m. (New York City time) on the fifth Business Day immediately preceding the applicable Remarketing Date, upon which notice the Custodial Agent shall return such Separate Trust Preferred Securities to such Holder. After such time, such election shall become an irrevocable election to have such Separate Trust Preferred Securities remarketed in such Remarketing. Promptly after 11:00 a.m. (New York City time) on the Business Day immediately preceding the applicable Remarketing Date, the Custodial Agent shall notify the Remarketing Agent of the aggregate liquidation amount of the Separate Trust Preferred Securities to be remarketed and deliver to the Remarketing Agent for remarketing all Separate Trust Preferred Securities delivered to the Custodial Agent pursuant to this Section 5.07(c) and not validly withdrawn prior to such date. In the event of a Successful Remarketing, after deducting the Remarketing Fee, the Remarketing Agent will remit to the Custodial Agent the remaining portion of the Proceeds of such Remarketing for payment to the Holders of the remarketed Separate Trust Preferred Securities, in accordance with their respective interests. In the event of a Failed Remarketing, the Remarketing Agent will promptly return such Separate Trust Preferred Securities to the Custodial Agent for distribution to the appropriate Holders.

Application of Proceeds in Settlement of Stock Purchase Contracts. (a) If a Holder of Normal Common Equity Units has not elected to make an effective Cash Settlement by notifying the Stock Purchase Contract Agent in the manner provided for in Section 5.02(b)(i) of the Stock Purchase Contract Agreement or does notify the Stock Purchase Contract Agent as provided in paragraph 5.02(b)(i) of the Stock Purchase Contract Agreement of its intention to pay the Purchase Price in Cash, but fails to make such payment as required by paragraph 5.02(b)(ii) of the Stock Purchase Contract Agreement, such Holder shall be deemed to have elected to pay for the shares of Common Stock to be issued under such Stock Purchase Contracts from the Proceeds of the Remarketing of the related Pledged Trust Preferred Securities. In the event of a Successful RemarketingRemarketing of a series of Debentures, the Collateral Agent shall instruct the Securities Intermediary to Transfer the related Pledged Trust Preferred Securities Debentures of such series to the Remarketing Agent, upon confirmation of deposit by the Remarketing Agent of the Proceeds of such Successful Remarketing (less, to the extent permitted by the Remarketing Agreement, the Remarketing Agent’s Fee) in the Collateral Account. The Account and the Collateral Agent shall thereupon instruct the Securities Intermediary to invest purchase the Treasury Portfolio with the Proceeds of the Successful Remarketing in Permitted Investments set forth in clause (6) of the definition of Permitted InvestmentsRemarketing. On the Stock Purchase Date, the Collateral Agent shall instruct the Securities Intermediary to remit a portion of the Proceeds from such Successful Remarketing equal to the aggregate liquidation amount of such Pledged Trust Preferred Securities to satisfy in full such Holder's obligations to pay the Purchase Price to purchase the shares of Common Stock under the related Stock Purchase Contracts and to remit the balance of the Proceeds from the Successful Remarketing, if any, to the Stock Purchase Contract Agent for distribution to such Holder. In the event of a Final Failed Remarketing with respect to the Series A Trust Preferred Securities, the Collateral Agent, for the benefit of the Company, will, at the written instruction of the Company, deliver or dispose of the Pledged Series A Trust Preferred Securities in accordance with the Company's written instructions to satisfy in full, from any such disposition or retention, such Holders' obligations to pay the Purchase Price for the shares of Common Stock to be issued on the Initial Stock Purchase Date under the Stock Purchase Contracts underlying such Normal Common Equity Units. Thereafter, the Collateral Agent shall promptly remit the Proceeds in excess of the aggregate Purchase Price for the shares of Common Stock to be issued on the Initial Stock Purchase Date under such Stock Purchase Contracts to the Stock Purchase Contract Agent for payment to the Holders of the Normal Common Equity Units to which such Series A Trust Preferred Securities relate. In the event of a Final Failed Remarketing with respect to the Series B Trust Preferred Securities, the Collateral Agent, for the benefit of the Company, will, at the written instruction of the Company, deliver or dispose of the Pledged Series B Trust Preferred Securities in accordance with the Company's written instructions to satisfy in full, from any such disposition or retention, such Holders' obligations to pay the Purchase Price for the shares of Common Stock to be issued on the Subsequent Stock Purchase Date under the Stock Purchase Contracts underlying such Normal Common Equity Units. Thereafter, the Collateral Agent shall promptly remit the Proceeds in excess of the aggregate Purchase Price for the shares of Common Stock to be issued on the Subsequent Stock Purchase Date under such Stock Purchase Contracts to the Stock Purchase Contract Agent for payment to the Holders of the Normal Common Equity Units to which such Series B Trust Preferred Securities relate. (b) A Holder of a Stripped Common Equity Unit Corporate Units shall be deemed to have elected to pay for the shares of Common Stock to be issued under the Stock Purchase Contract underlying the Stripped Corporate Units from the Proceeds of the related Pledged Treasury Portfolio after a Successful Remarketing. Without receiving any instruction from any Holder, the Collateral Agent shall instruct the Securities Intermediary to remit the Proceeds of the related Pledged Treasury Portfolio equal to the purchase price of the shares of Common Equity Unit Stock to be delivered on the applicable Stock Purchase Date to the Company to satisfy in full such Holder’s obligations to pay the Purchase Price to purchase shares of Common Stock under the related Stock Purchase Contracts on such Stock Purchase Date and to remit the balance of the Proceeds from the related Pledged Treasury Portfolio, if any, to the Purchase Contract Agent for distribution to such Holder. In the event of a Failed Remarketing with respect to any series of Debentures, the Collateral Agent, for the benefit of the Company, will, at the written instruction of the Company, deliver the Pledged Debentures of such series in accordance with the Company’s written instructions to satisfy in full, from any such disposition or retention, such Holders’ obligations to pay the Purchase Price for the shares of Common Stock to be issued on the applicable Stock Purchase Date under the Stock Purchase Contracts underlying such Corporate Units. The Holders recognize that there may be restrictions under the U.S. Federal securities laws on the ability of the Collateral Agent to sell the Pledged Debentures and that the Pledged Debentures may need to be sold in a non-public transaction to a limited number of institutional investors or a sale may need to be delayed in order to register the sale under the Securities Act of 1933, as amended. As a result, the proceeds from any sale of the Pledged Debentures may be substantially less than the principal amount of the Debentures. If the Company retains the Pledged Debentures in satisfaction of the Obligations, the Holders and the Company agree, to the extent permitted by law, that the Pledged Debentures will be treated as sold to the Company for a purchase price equal to the principal amount thereof. The Holders agree, to the extent permitted by law, that the principal amount is not less than the value of the Pledged Debentures in the context of a Failed Remarketing. If the Pledged Debentures are sold other than to the Company, the Collateral Agent shall promptly remit the Proceeds, if any, of the Pledged Debentures of such series in excess of the aggregate Purchase Price for the shares of Common Stock to be issued on the applicable Stock Purchase Date for such series under such Stock Purchase Contracts to the Purchase Contract Agent for payment to the Holders of the Corporate Units to which such Debentures relate. If a Holder of Corporate Units (unless the Treasury Portfolio has replaced the Debentures represented by such Corporate Units) has not elected to effect a Settlement with Cash by notifying the Purchase Contract Agent in the manner provided for in Section 5.02(b)(i) of the Purchase Contract Agreement or does notify the Purchase Contract Agent as provided in Section 5.02(b)(i) of the Purchase Contract Agreement of its intention to effect a Settlement with Cash, but fails to deliver the appropriate amount of cash as required by Section 5.02(b)(ii) of the Purchase Contract Agreement, such Holder shall be deemed to have consented to the disposition of such Holder’s Pledged Securities and Pledged Treasury Portfolio, if applicable, in accordance with Section 5.02(b)(iii) of the Purchase Contract Agreement and the preceding paragraph upon a Failed Remarketing. (b) A Holder of Treasury Units (unless such Holder elects to effect a Settlement with Cash pursuant to Section 5.5) shall be deemed to have elected to pay for the shares of Common Stock to be issued under the Stock Purchase Contract on any Stock Purchase Date underlying the Treasury Units from the Proceeds of the related Pledged Treasury Securities. Without receiving any instruction from any Holder, the Collateral Agent shall instruct the Securities Intermediary (i) to remit the Proceeds of the related Pledged Series A Treasury Securities to the Company in settlement of such Stock Purchase Contracts on the Initial such Stock Purchase Date and (ii) to remit in the Proceeds case of the related Pledged Series B a Holder of Treasury Securities to the Company in settlement of such Stock Purchase Contracts on the Subsequent Stock Purchase DateUnits). In the event the sum of the Proceeds from Permitted Investments acquired with the related Pledged proceeds of Qualifying Treasury Securities prior to the applicable Stock Purchase Date exceeds the aggregate Purchase Price of the Stock Purchase Contracts being settled therebyon such Stock Purchase Date, the Collateral Agent shall instruct the Securities Intermediary to transfer such excess, when received, to the Stock Purchase Contract Agent for distribution to Holders. (c) On or prior to 5:00 p.m. (New York City time) on the fifth Business Day immediately preceding an applicable Remarketing Date, but no earlier than the Payment Date immediately preceding such date, Holders of Separate Trust Preferred Securities of the series of Trust Preferred Securities that is the subject of a remarketing may elect to have their Separate Trust Preferred Securities remarketed under the Remarketing Agreement, by delivering their Separate Trust Preferred Securities along with a notice of such election, substantially in the form of Exhibit F hereto, to the Collateral Agent, acting as Custodial Agent. Any such notice and delivery may not be conditioned upon the level at which the Reset Rate for either series of Trust Preferred Securities is established in the Remarketing or any other condition. The Custodial Agent, shall hold Separate Trust Preferred Securities in an account separate from the applicable Collateral Account in which the Pledged Securities shall be held. Holders of Separate Trust Preferred Securities electing to have their Separate Trust Preferred Securities remarketed will also have the right to withdraw that election by written notice to the Collateral Agent, substantially in the form of Exhibit G hereto, on or prior to 5:00 p.m. (New York City time) on the fifth Business Day immediately preceding the applicable Remarketing Date, upon which notice the Custodial Agent shall return such Separate Trust Preferred Securities to such Holder. After such time, such election shall become an irrevocable election to have such Separate Trust Preferred Securities remarketed in such Remarketing. Promptly after 11:00 a.m. (New York City time) on the Business Day immediately preceding the applicable Remarketing Date, the Custodial Agent shall notify the Remarketing Agent of the aggregate liquidation amount of the Separate Trust Preferred Securities to be remarketed and deliver to the Remarketing Agent for remarketing all Separate Trust Preferred Securities delivered to the Custodial Agent pursuant to this Section 5.07(c) and not validly withdrawn prior to such date. In the event of a Successful Remarketing, after deducting the Remarketing Fee, the Remarketing Agent will remit to the Custodial Agent the remaining portion of the Proceeds of such Remarketing for payment to the Holders of the remarketed Separate Trust Preferred Securities, in accordance with their respective interests. In the event of a Failed Remarketing, the Remarketing Agent will promptly return such Separate Trust Preferred Securities to the Custodial Agent for distribution to the appropriate Holders.

Application of Proceeds in Settlement of Stock Purchase Contracts. (a) If a Holder of Normal Common Equity Units SPACES has not elected to make an effective Cash Settlement by notifying the Stock Purchase Contract Agent in the manner provided for in Section 5.02(b)(i) of the Stock Purchase Contract Agreement or does notify the Stock Purchase Contract Agent as provided in paragraph 5.02(b)(i) of the Stock Purchase Contract Agreement of its intention to pay the Purchase Price in Cashcash, but fails to make such payment as required by paragraph 5.02(b)(ii) of the Stock Purchase Contract Agreement, such Holder shall be deemed to have elected to pay for the shares of Common Stock to be issued under such Stock Purchase Contracts from the Proceeds of the Remarketing of the related Pledged Trust Preferred SecuritiesSTACKS. In the event of a Successful Remarketing, the Collateral Agent shall instruct the Securities Intermediary to Transfer the related Pledged Trust Preferred Securities STACKS to the Remarketing Agent, upon confirmation of deposit by the Remarketing Agent of the Proceeds of such Successful Remarketing (less, to the extent permitted by the Remarketing Agreement, the Remarketing Fee) in the Collateral Account. The Collateral Agent shall instruct the Securities Intermediary to invest the Proceeds of the Successful Remarketing in Permitted Investments set forth in clause (6) of the definition of Permitted Investments. On the Stock Purchase Date, the Collateral Agent shall shall, in consultation with the Stock Purchase Contract Agent, instruct the Securities Intermediary to remit a portion of the Proceeds from such Successful Remarketing equal to the aggregate liquidation amount of such Pledged Trust Preferred Securities STACKS to satisfy in full such Holder's ’s obligations to pay the Purchase Price to purchase the shares of Common Stock under the related Stock Purchase Contracts and to remit the balance of the Proceeds from the Successful Remarketing, if any, to the Stock Purchase Contract Agent for distribution to such Holder. In the event of a Final Failed Remarketing with respect to the Series A Trust Preferred SecuritiesAugust 15, 2008 Remarketing Settlement Date, the Collateral Agent, for the benefit of the Company, will, at the written instruction of the Company, deliver or dispose of the Pledged Series A Trust Preferred Securities STACKS in accordance with the Company's ’s written instructions to satisfy in full, from any such disposition or retention, such Holders' ’ obligations to pay the Purchase Price for the shares of Common Stock to be issued on the Initial Stock Purchase Date under the Stock Purchase Contracts underlying such Normal Common Equity UnitsSPACES. Thereafter, the Collateral Agent shall promptly remit the Proceeds in excess of the aggregate Purchase Price for the shares of Common Stock to be issued on the Initial Stock Purchase Date under such Stock Purchase Contracts to the Stock Purchase Contract Agent for payment to the Holders of the Normal Common Equity Units SPACES to which such Series A Trust Preferred Securities relate. In the event of a Final Failed Remarketing with respect to the Series B Trust Preferred Securities, the Collateral Agent, for the benefit of the Company, will, at the written instruction of the Company, deliver or dispose of the Pledged Series B Trust Preferred Securities in accordance with the Company's written instructions to satisfy in full, from any such disposition or retention, such Holders' obligations to pay the Purchase Price for the shares of Common Stock to be issued on the Subsequent Stock Purchase Date under the Stock Purchase Contracts underlying such Normal Common Equity Units. Thereafter, the Collateral Agent shall promptly remit the Proceeds in excess of the aggregate Purchase Price for the shares of Common Stock to be issued on the Subsequent Stock Purchase Date under such Stock Purchase Contracts to the Stock Purchase Contract Agent for payment to the Holders of the Normal Common Equity Units to which such Series B Trust Preferred Securities STACKS relate. (b) A Holder of a Stripped Common Equity Unit SPACES shall be deemed to have elected to pay for the shares of Common Stock to be issued under the such Stock Purchase Contract underlying the Stripped Common Equity Unit Contracts from the Proceeds of the related Pledged Treasury Securities. Without receiving any instruction from any Holder, the Collateral Agent shall instruct the Securities Intermediary (i) to remit the Proceeds of the related Pledged Series A Treasury Securities to the Company in settlement of such Stock Purchase Contracts on the Initial Stock Purchase Date and (ii) to remit the Proceeds of the related Pledged Series B Treasury Securities to the Company in settlement of such Stock Purchase Contracts on the Subsequent Stock Purchase Date. In the event the sum of the Proceeds from the related Pledged Treasury Securities exceeds the aggregate Purchase Price of the Stock Purchase Contracts being settled thereby, the Collateral Agent shall instruct the Securities Intermediary to transfer such excess, when received, to the Stock Purchase Contract Agent for distribution to Holders. (c) On or prior to 5:00 p.m. (New York City time) on the fifth Business Day immediately preceding an the applicable Remarketing Date, but no earlier than the Payment Date immediately preceding such date, Holders of Separate Trust Preferred Securities of the series of Trust Preferred Securities that is the subject of a remarketing STACKS may elect to have their Separate Trust Preferred Securities STACKS remarketed under the Remarketing Agreement, by delivering their Separate Trust Preferred Securities STACKS along with a notice of such election, substantially in the form of Exhibit F hereto, to the Collateral Agent, acting as Custodial Agent. Any such notice and delivery may not be conditioned upon the level at which the Reset Rate for either series of Trust Preferred Securities is established in the Remarketing or any other condition. The Collateral Agent, acting as Custodial Agent, shall hold Separate Trust Preferred Securities STACKS in an account separate from the applicable Collateral Account in which the Pledged Securities shall be held. Holders of Separate Trust Preferred Securities STACKS electing to have their Separate Trust Preferred Securities STACKS remarketed will also have the right to withdraw that election by written notice to the Collateral Agent, substantially in the form of Exhibit G hereto, on or prior to 5:00 p.m. (New York City time) on the fifth Business Day immediately preceding the applicable Remarketing Date, upon which notice the Custodial Agent shall return such Separate Trust Preferred Securities STACKS to such Holder. After such time, such election shall become an irrevocable election to have such Separate Trust Preferred Securities STACKS remarketed in such Remarketing. Promptly after 11:00 a.m. (New York City time) on the Business Day immediately preceding the applicable Remarketing Date, the Custodial Agent shall notify the Remarketing Agent of the aggregate liquidation amount of the Separate Trust Preferred Securities STACKS to be remarketed and deliver to the Remarketing Agent for remarketing all Separate Trust Preferred Securities STACKS delivered to the Custodial Agent pursuant to this Section 5.07(c) and not validly withdrawn prior to such date. In the event of a Successful Remarketing, after deducting the Remarketing Fee, the Remarketing Agent will remit to the Custodial Agent the remaining portion of the Proceeds proceeds of such Remarketing for payment to the Holders of the remarketed Separate Trust Preferred SecuritiesSTACKS, in accordance with their respective interests. In the event of a Failed Remarketing, the Remarketing Agent will promptly return such Separate Trust Preferred Securities STACKS to the Custodial Agent for distribution to the appropriate Holders.

Application of Proceeds in Settlement of Stock Purchase Contracts. (a) If a Holder of Normal Common Equity Units has not elected The Issuer Trust (acting through the Property Trustee) agrees to make an effective Cash Settlement by notifying pay the purchase price under the Stock Purchase Contract Agent in the manner provided for in Section 5.02(b)(i) of Contracts on the Stock Purchase Contract Agreement or does notify Date from the Stock Purchase Contract Agent as provided in paragraph 5.02(b)(i) Proceeds of the Stock Purchase Contract Agreement of its intention to pay Qualifying Treasury Securities held in the Purchase Price Collateral Account and the Mellon Bank Deposit (or in Cash, but fails to make such payment as required by paragraph 5.02(b)(ii) of the circumstances set forth in the Stock Purchase Contract Agreement, such Holder shall be deemed to have elected to pay for by assignment thereof). Without receiving any further instruction from the shares Property Trustee, the Collateral Agent shall, in settlement of Common Stock to be issued under such Stock Purchase Contracts from the Proceeds of the Remarketing of the related Pledged Trust Preferred Securities. In the event of a Successful Remarketing, the Collateral Agent shall instruct the Securities Intermediary to Transfer the related Pledged Trust Preferred Securities to the Remarketing Agent, upon confirmation of deposit by the Remarketing Agent of the Proceeds of such Successful Remarketing (less, to the extent permitted by the Remarketing Agreement, the Remarketing Fee) in the Collateral Account. The Collateral Agent shall instruct the Securities Intermediary to invest the Proceeds of the Successful Remarketing in Permitted Investments set forth in clause (6) of the definition of Permitted Investments. On on the Stock Purchase Date, the Collateral Agent shall (i) instruct the Securities Intermediary to remit a portion Proceeds of the Qualifying Treasury Securities to the Company and (ii) instruct Mellon Bank to pay the Proceeds of the Mellon Bank Deposit to the Company in an amount equal to the excess of the Purchase Price over the amount of the Proceeds from such Successful Remarketing equal to the aggregate liquidation amount of such Pledged Trust Preferred Securities to satisfy in full such Holder's obligations to pay the Purchase Price to purchase the shares of Common Stock under the related Stock Purchase Contracts and to remit the balance of the Proceeds from the Successful Remarketing, if any, to the Stock Purchase Contract Agent for distribution to such Holder. Qualifying Treasury Securities. (b) In the event of a Final Failed Remarketing with respect to the Series A Trust Preferred SecuritiesRemarketing, the Collateral Agent, for the benefit of the Company, will, at the written instruction of the Company, deliver or dispose of the Pledged Series A Trust Preferred Securities Notes in accordance with the Company's ’s written instructions to satisfy in full, from any such disposition or retention, such Holders' the obligations of the Issuer Trust to pay the Purchase Price purchase price for the shares of Common Preferred Stock to be issued on the Initial Stock Purchase Date under the Stock Purchase Contracts underlying such Normal Common Equity Units. to the extent not paid from the Proceeds of the Qualifying Treasury Securities held in the Collateral Account. (c) Thereafter, the Collateral Agent shall promptly remit the Proceeds of the Qualifying Treasury Securities held in the Collateral Account in excess of the aggregate Purchase Price purchase price for the shares of Common Preferred Stock to be issued on the Initial Stock Purchase Date under such Stock Purchase Contracts to the Stock Purchase Contract Agent for payment Property Trustee or to the Holders Paying Agent on behalf of the Normal Common Equity Units to which such Series A Trust Preferred Securities relate. In the event of a Final Failed Remarketing with respect to the Series B Trust Preferred Securities, the Collateral Agent, Property Trustee for the benefit of the Company, will, at the written instruction of the Company, deliver or dispose of the Pledged Series B Trust Preferred Securities in accordance with the Company's written instructions to satisfy in full, from any such disposition or retention, such Holders' obligations to pay the Purchase Price for the shares of Common Stock to be issued on the Subsequent Stock Purchase Date under the Stock Purchase Contracts underlying such Normal Common Equity Units. Thereafter, the Collateral Agent shall promptly remit the Proceeds in excess of the aggregate Purchase Price for the shares of Common Stock to be issued on the Subsequent Stock Purchase Date under such Stock Purchase Contracts to the Stock Purchase Contract Agent for payment to the Holders of the Normal Common Equity Units to which such Series B Trust Preferred Securities relate. (b) A Holder of a Stripped Common Equity Unit shall be deemed to have elected to pay for the shares of Common Stock to be issued under the Stock Purchase Contract underlying the Stripped Common Equity Unit from the Proceeds of the related Pledged Treasury Securities. Without receiving any instruction from any Holder, the Collateral Agent shall instruct the Securities Intermediary (i) to remit the Proceeds of the related Pledged Series A Treasury Securities to the Company in settlement of such Stock Purchase Contracts on the Initial Stock Purchase Date and (ii) to remit the Proceeds of the related Pledged Series B Treasury Securities to the Company in settlement of such Stock Purchase Contracts on the Subsequent Stock Purchase Date. In the event the sum of the Proceeds from the related Pledged Treasury Securities exceeds the aggregate Purchase Price of the Stock Purchase Contracts being settled thereby, the Collateral Agent shall instruct the Securities Intermediary to transfer such excess, when received, to the Stock Purchase Contract Agent for distribution to Holders. (c) On or prior to 5:00 p.m. (New York City time) on the fifth Business Day immediately preceding an applicable Remarketing Date, but no earlier than deposit into the Payment Date immediately preceding such date, Holders of Separate Trust Preferred Securities of the series of Trust Preferred Securities that is the subject of a remarketing may elect to have their Separate Trust Preferred Securities remarketed under the Remarketing Agreement, by delivering their Separate Trust Preferred Securities along with a notice of such election, substantially in the form of Exhibit F hereto, to the Collateral Agent, acting as Custodial Agent. Any such notice and delivery may not be conditioned upon the level at which the Reset Rate for either series of Trust Preferred Securities is established in the Remarketing or any other condition. The Custodial Agent, shall hold Separate Trust Preferred Securities in an account separate from the applicable Collateral Account in which the Pledged Securities shall be held. Holders of Separate Trust Preferred Securities electing to have their Separate Trust Preferred Securities remarketed will also have the right to withdraw that election by written notice to the Collateral Agent, substantially in the form of Exhibit G hereto, on or prior to 5:00 p.m. (New York City time) on the fifth Business Day immediately preceding the applicable Remarketing Date, upon which notice the Custodial Agent shall return such Separate Trust Preferred Securities to such Holder. After such time, such election shall become an irrevocable election to have such Separate Trust Preferred Securities remarketed in such Remarketing. Promptly after 11:00 a.m. (New York City time) on the Business Day immediately preceding the applicable Remarketing Date, the Custodial Agent shall notify the Remarketing Agent of the aggregate liquidation amount of the Separate Trust Preferred Securities to be remarketed and deliver to the Remarketing Agent for remarketing all Separate Trust Preferred Securities delivered to the Custodial Agent pursuant to this Section 5.07(c) and not validly withdrawn prior to such date. In the event of a Successful Remarketing, after deducting the Remarketing Fee, the Remarketing Agent will remit to the Custodial Agent the remaining portion of the Proceeds of such Remarketing for payment to the Holders of the remarketed Separate Trust Preferred Securities, in accordance with their respective interests. In the event of a Failed Remarketing, the Remarketing Agent will promptly return such Separate Trust Preferred Securities to the Custodial Agent for distribution to the appropriate HoldersAccount.

Application of Proceeds in Settlement of Stock Purchase Contracts. (a) If a Holder of Normal Common Equity Units has not elected The Trust (acting through the Property Trustee) agrees to make an effective Cash Settlement by notifying pay the purchase price under the Stock Purchase Contract Agent in the manner provided for in Section 5.02(b)(i) of Contracts on the Stock Purchase Contract Agreement or does notify Date from the Stock Purchase Contract Agent as provided in paragraph 5.02(b)(i) Proceeds of the Stock Purchase Contract Agreement of its intention to pay Qualifying Treasury Securities held in the Purchase Price Collateral Account and the Wachovia Deposit (or in Cash, but fails to make such payment as required by paragraph 5.02(b)(ii) of the circumstances set forth in the Stock Purchase Contract Agreement, such Holder shall be deemed to have elected to pay for by assignment thereof). Without receiving any further instruction from the shares Property Trustee, the Collateral Agent shall, in settlement of Common Stock to be issued under such Stock Purchase Contracts from the Proceeds of the Remarketing of the related Pledged Trust Preferred Securities. In the event of a Successful Remarketing, the Collateral Agent shall instruct the Securities Intermediary to Transfer the related Pledged Trust Preferred Securities to the Remarketing Agent, upon confirmation of deposit by the Remarketing Agent of the Proceeds of such Successful Remarketing (less, to the extent permitted by the Remarketing Agreement, the Remarketing Fee) in the Collateral Account. The Collateral Agent shall instruct the Securities Intermediary to invest the Proceeds of the Successful Remarketing in Permitted Investments set forth in clause (6) of the definition of Permitted Investments. On on the Stock Purchase Date, the Collateral Agent shall (i) instruct the Securities Intermediary to remit a portion Proceeds of the Qualifying Treasury Securities to the Company and (ii) instruct Wachovia Bank, N.A. to pay the Proceeds of the Wachovia Deposit to the Company in an amount equal to the excess of the Purchase Price over the amount of the Proceeds from such Successful Remarketing equal to the aggregate liquidation amount of such Pledged Trust Preferred Securities to satisfy in full such Holder's obligations to pay the Purchase Price to purchase the shares of Common Stock under the related Stock Purchase Contracts and to remit the balance of the Proceeds from the Successful Remarketing, if any, to the Stock Purchase Contract Agent for distribution to such Holder. Qualifying Treasury Securities. (b) In the event of a Final Failed Remarketing with respect to the Series A Trust Preferred SecuritiesRemarketing, the Collateral Agent, for the benefit of the Company, will, at the written instruction of the Company, deliver or dispose of the Pledged Series A Trust Preferred Securities Notes in accordance with the Company's ’s written instructions to satisfy in full, from any such disposition or retention, such Holders' the obligations of the Trust to pay the Purchase Price purchase price for the shares of Common Preferred Stock to be issued on the Initial Stock Purchase Date under the Stock Purchase Contracts underlying such Normal Common Equity Units. to the extent not paid from the Proceeds of the Qualifying Treasury Securities held in the Collateral Account. (c) Thereafter, the Collateral Agent shall promptly remit the Proceeds of the Qualifying Treasury Securities held in the Collateral Account in excess of the aggregate Purchase Price purchase price for the shares of Common Preferred Stock to be issued on the Initial Stock Purchase Date under such Stock Purchase Contracts to the Stock Purchase Contract Agent for payment to the Holders of the Normal Common Equity Units to which such Series A Trust Preferred Securities relate. In the event of a Final Failed Remarketing with respect to the Series B Trust Preferred Securities, the Collateral Agent, for the benefit of the Company, will, at the written instruction of the Company, deliver or dispose of the Pledged Series B Trust Preferred Securities in accordance with the Company's written instructions to satisfy in full, from any such disposition or retention, such Holders' obligations to pay the Purchase Price for the shares of Common Stock to be issued on the Subsequent Stock Purchase Date under the Stock Purchase Contracts underlying such Normal Common Equity Units. Thereafter, the Collateral Agent shall promptly remit the Proceeds in excess of the aggregate Purchase Price for the shares of Common Stock to be issued on the Subsequent Stock Purchase Date under such Stock Purchase Contracts to the Stock Purchase Contract Agent for payment to the Holders of the Normal Common Equity Units to which such Series B Trust Preferred Securities relateProperty Trustee. (b) A Holder of a Stripped Common Equity Unit shall be deemed to have elected to pay for the shares of Common Stock to be issued under the Stock Purchase Contract underlying the Stripped Common Equity Unit from the Proceeds of the related Pledged Treasury Securities. Without receiving any instruction from any Holder, the Collateral Agent shall instruct the Securities Intermediary (i) to remit the Proceeds of the related Pledged Series A Treasury Securities to the Company in settlement of such Stock Purchase Contracts on the Initial Stock Purchase Date and (ii) to remit the Proceeds of the related Pledged Series B Treasury Securities to the Company in settlement of such Stock Purchase Contracts on the Subsequent Stock Purchase Date. In the event the sum of the Proceeds from the related Pledged Treasury Securities exceeds the aggregate Purchase Price of the Stock Purchase Contracts being settled thereby, the Collateral Agent shall instruct the Securities Intermediary to transfer such excess, when received, to the Stock Purchase Contract Agent for distribution to Holders. (c) On or prior to 5:00 p.m. (New York City time) on the fifth Business Day immediately preceding an applicable Remarketing Date, but no earlier than the Payment Date immediately preceding such date, Holders of Separate Trust Preferred Securities of the series of Trust Preferred Securities that is the subject of a remarketing may elect to have their Separate Trust Preferred Securities remarketed under the Remarketing Agreement, by delivering their Separate Trust Preferred Securities along with a notice of such election, substantially in the form of Exhibit F hereto, to the Collateral Agent, acting as Custodial Agent. Any such notice and delivery may not be conditioned upon the level at which the Reset Rate for either series of Trust Preferred Securities is established in the Remarketing or any other condition. The Custodial Agent, shall hold Separate Trust Preferred Securities in an account separate from the applicable Collateral Account in which the Pledged Securities shall be held. Holders of Separate Trust Preferred Securities electing to have their Separate Trust Preferred Securities remarketed will also have the right to withdraw that election by written notice to the Collateral Agent, substantially in the form of Exhibit G hereto, on or prior to 5:00 p.m. (New York City time) on the fifth Business Day immediately preceding the applicable Remarketing Date, upon which notice the Custodial Agent shall return such Separate Trust Preferred Securities to such Holder. After such time, such election shall become an irrevocable election to have such Separate Trust Preferred Securities remarketed in such Remarketing. Promptly after 11:00 a.m. (New York City time) on the Business Day immediately preceding the applicable Remarketing Date, the Custodial Agent shall notify the Remarketing Agent of the aggregate liquidation amount of the Separate Trust Preferred Securities to be remarketed and deliver to the Remarketing Agent for remarketing all Separate Trust Preferred Securities delivered to the Custodial Agent pursuant to this Section 5.07(c) and not validly withdrawn prior to such date. In the event of a Successful Remarketing, after deducting the Remarketing Fee, the Remarketing Agent will remit to the Custodial Agent the remaining portion of the Proceeds of such Remarketing for payment to the Holders of the remarketed Separate Trust Preferred Securities, in accordance with their respective interests. In the event of a Failed Remarketing, the Remarketing Agent will promptly return such Separate Trust Preferred Securities to the Custodial Agent for distribution to the appropriate Holders.