Common use of Application of Proceeds Settlement Clause in Contracts

Application of Proceeds Settlement. (a) In the event a Holder of Income PRIDES (if a Tax Event Redemption has not occurred) has not elected to make an effective Cash Settlement by notifying the Purchase Contract Agent in the manner provided for in paragraph 5.4(a)(i) in the Purchase Contract Agreement or has not made an Early Settlement of the Purchase Contract(s) underlying its Income PRIDES, such Holder shall be deemed to have elected to pay for the shares of Common Stock to be issued under such Purchase Contract(s) from the Proceeds of the related Pledged Preferred Securities. The Collateral Agent shall, by 10:00 a.m., New York City time, on the fourth Business Day immediately preceding the Purchase Contract Settlement Date, without any instruction from such Holder of Income PRIDES, present the related Pledged Preferred Securities to the Remarketing Agent for remarketing. Upon receiving such Pledged Preferred Securities, the Remarketing Agent, pursuant to the terms of the Remarketing Agreement and the Remarketing Underwriting Agreement, will use its reasonable efforts to remarket such Pledged Preferred Securities on such date at a price not less than approximately 100.5% of the aggregate Stated Amount of such Pledged Preferred Securities, plus accrued and unpaid distributions (including deferred distributions), if any, thereon. After deducting as the Remarketing Fee an amount not exceeding 25 basis points (.25%) of the aggregate Stated Amount of the Pledged Preferred Securities from any amount of such Proceeds in excess of the aggregate Stated Amount, plus such accrued and unpaid distributions (including deferred distributions) of the remarketed Pledged Preferred Securities, the Remarketing Agent will remit the entire amount of the Proceeds of such remarketing to the Collateral Agent. On the Purchase Contract Settlement Date, the Collateral Agent shall apply that portion of the Proceeds from such remarketing equal to the aggregate Stated Amount, plus such accrued and unpaid distributions (including deferred distributions) of such Pledged Preferred Securities, to satisfy in full the obligations of such Holders of Income PRIDES to pay the Purchase Price to purchase the Common Stock under the related Purchase Contracts. The remaining portion of such Proceeds, if any, shall be distributed by the Collateral Agent to the Purchase Contract Agent for payment to the Holders. If the Remarketing Agent advises the Collateral Agent in writing that it cannot remarket the related Pledged Preferred Securities of such Holders of Income PRIDES at a price not less than 100% of the aggregate Stated Amount of such Pledged Preferred Securities plus any accrued and unpaid distributions (including deferred distributions), thus resulting in a Failed Remarketing and an event of default under the Purchase Contract Agreement and hereunder, the Collateral Agent, for the benefit of the Company will, at the written direction of the Company, retain or dispose of the Pledged Preferred Securities in accordance with applicable law and satisfy in full, from any such disposition or retention, such Holder's obligation to pay the Purchase Price for the Common Stock.

Application of Proceeds Settlement. (a) In the event a Holder of Income PRIDES (if So long as a Tax Event Redemption has not occurred) , if a Holder of SPC Units has not elected to make an effective Cash Settlement by notifying the Purchase Contract Agent in the manner provided for in paragraph Section 5.4(a)(i) in the Purchase Contract Agreement Agreement, or has not made an Early Settlement of given such notice but failed to deliver the required cash prior to 11:00 A.M. (New York City time) on the fifth Business Day immediately preceding the Purchase Contract(s) underlying its Income PRIDESContract Settlement Date, such Holder shall be deemed to have elected to pay for the shares of Common Stock to be issued under such Purchase Contract(s) Contracts from the Proceeds of the related Pledged Preferred Securities. The Collateral Agent shall, by 10:00 a.m., New York City time, on the fourth Business Day immediately preceding the Purchase Contract Settlement Date, without any instruction from such Holder remarketing of Income PRIDES, present the related [Pledged Preferred Securities or] Pledged Notes. In such event, the Collateral Agent shall instruct the Securities Intermediary to Transfer the related [Pledged Preferred Securities or] Pledged Notes to the Remarketing Agent for remarketing. Upon receiving such [Pledged Preferred SecuritiesSecurities or] Pledged Notes, the Remarketing Agent, pursuant to the terms of the Remarketing Agreement and the Remarketing Underwriting Agreement, will use its reasonable efforts to remarket such [Pledged Preferred Securities or] Pledged Notes on such date at a price not less than approximately 100.5% of the aggregate Stated Amount of such Pledged Preferred Securities, plus accrued and unpaid distributions (including deferred distributions), if any, thereondate. After deducting as the Remarketing Fee an amount not exceeding 25 basis points (.25%) of the aggregate Stated Amount of the Pledged Preferred Securities from any amount of such Proceeds in excess of the aggregate Stated Amount, plus such accrued and unpaid distributions (including deferred distributions) of the remarketed Pledged Preferred Securities, the The Remarketing Agent will remit deposit the entire amount of the Proceeds of such remarketing to in the Collateral AgentAccount. On the Purchase Contract Settlement Date, the Collateral Agent shall instruct the Securities Intermediary to apply that a portion of the Proceeds from such remarketing equal to the aggregate Stated Amount, plus such accrued and unpaid distributions (including deferred distributions) principal amount of such [Pledged Preferred Securities, Securities or] Pledged Notes to satisfy in full the such Holder's obligations of such Holders of Income PRIDES to pay the Purchase Price to purchase the shares of Common Stock under the related Purchase Contracts. The remaining Collateral Agent shall also instruct the Securities Intermediary to apply a portion of the Proceeds of such Proceedsremarketing equal to $[.0625] per [Pledged Preferred Security or] Pledged Note to pay the Remarketing Agent for its services rendered in connection with the remarketing. The balance of the Proceeds from such remarketing, if any, shall be distributed by the Collateral Agent transferred to the Purchase Contract Agent for payment the benefit of such Holder for distribution to the Holderssuch Holder. If the Remarketing Agent advises the Collateral Agent in writing that it cannot remarket the related Pledged Preferred Securities of such Holders of Income PRIDES at there has been a price not less than 100% of the aggregate Stated Amount of such Pledged Preferred Securities plus any accrued and unpaid distributions (including deferred distributions)Failed Remarketing, thus resulting in a Failed Remarketing and an event of default under the Purchase Contract Agreement and hereunder, the Collateral Agent, for the benefit of the Company willshall, at the written direction of the Company, retain or dispose of the [Pledged Preferred Securities Security or] Pledged Notes in accordance with applicable law and satisfy in full, from any such disposition or retentiondisposition, such Holder's obligation obligations to pay the Purchase Price for the Common shares of American Electric Power Company, Inc. Stock.

Application of Proceeds Settlement. (a) In the event a Holder of Income PRIDES (if Corporate Units, unless the Applicable Ownership Interests in the Treasury Portfolio have replaced the Applicable Ownership Interests in Debentures as a Tax Event Redemption has not occurred) component of the Corporate Units, has not elected to make an effective Cash Settlement by notifying the Purchase Contract Agent in the manner provided for in paragraph Section 5.4(a)(i) in of the Purchase Contract Agreement or has not made an Early Settlement or a Fundamental Change Early Settlement of the Purchase Contract(s) Contracts underlying its Income PRIDESCorporate Units, such Holder shall be deemed to have elected consented to the disposition of the Debentures underlying the Pledged Applicable Ownership Interests in Debentures pursuant to the Remarketing as described in Section 5.4(a) of the Purchase Contract Agreement in order to pay for the shares of Common Stock to be issued under such Purchase Contract(s) from the Proceeds of the related Pledged Preferred SecuritiesContract. The Collateral Agent shall, shall by 10:00 a.m., New York City time, on the fourth sixth Business Day immediately preceding the Purchase Contract Settlement Date, without any instruction from such Holder of Income PRIDESCorporate Units, present the related Debentures underlying the Pledged Preferred Securities Applicable Ownership Interests in Debentures to the Remarketing Agent Agents for remarketing. Upon receiving such Pledged Preferred SecuritiesDebentures, the Remarketing AgentAgents, pursuant to the terms of the Remarketing Agreement and the Remarketing Underwriting Agreement, will use its their commercially reasonable efforts to remarket such Debentures underlying the Pledged Preferred Securities Applicable Ownership Interests in Debentures on such date at a price not less equal to or greater than approximately 100.5100% of the aggregate Stated Amount Value of such Pledged Preferred Securities, Applicable Ownership Interests in Debentures plus accrued and unpaid distributions (including deferred distributions), if any, thereonthe Remarketing Fee. After deducting as The Remarketing Agents may deduct the Remarketing Fee an amount not exceeding 25 basis points (.25%) from any portion of the aggregate Stated Amount proceeds from the Remarketing of the Pledged Preferred Securities from any amount of such Proceeds Debentures that is in excess of the aggregate Stated Amount, plus such accrued and unpaid distributions (including deferred distributions) sum of 100% of the remarketed aggregate Value of such Pledged Preferred SecuritiesApplicable Ownership Interests in Debentures and the aggregate Separate Debentures Purchase Price. Upon a Successful Remarketing and after deducting the Remarketing Fee from such Proceeds, the Remarketing Agent Agents will remit the entire amount remaining portion of the Proceeds of a Successful Remarketing related to such remarketing Applicable Ownership Interest in Debentures to the Collateral Agent. On the Purchase Contract Settlement Date, the Collateral Agent shall apply that portion of the Proceeds from such remarketing Remarketing equal to the aggregate Stated Amount, plus such accrued and unpaid distributions (including deferred distributions) Value of such the Pledged Preferred Securities, Applicable Ownership Interests in Debentures to satisfy in full the obligations of such Holders of Income PRIDES Corporate Units to pay the Purchase Price to purchase for the Common Stock under the related Purchase Contracts. The remaining portion of such Proceeds, if any, shall be distributed by the Collateral Agent to the Purchase Contract Agent for payment to the Holders. If the Remarketing Agent advises Agents advise the Collateral Agent in writing that it they cannot remarket the related Pledged Preferred Securities Applicable Ownership Interests in Debentures of such Holders of Income PRIDES Corporate Units at a price not less than 100% of the aggregate Stated Amount Value of such Pledged Preferred Securities plus any accrued and unpaid distributions (including deferred distributions)Applicable Ownership Interests in Debentures, or if the Remarketing does not occur because a condition precedent to such Remarketing has not been fulfilled, thus resulting in a Failed Remarketing and an event of default under the Purchase Contract Agreement and hereunderRemarketing, the Collateral Agent, for the benefit of the Company will, at the written direction of the Company, retain or dispose of the Pledged Preferred Securities Agent will proceed as described in accordance with applicable law and satisfy in full, from any such disposition or retention, such Holder's obligation to pay the Purchase Price for the Common StockSection 4.4 hereof.

Application of Proceeds Settlement. (a) In the event a Holder of Income PRIDES (if a Tax Event Redemption Corporate Units, unless the Treasury Portfolio has not occurred) replaced the Debentures, has not elected to make an effective Cash Settlement by notifying the Purchase Contract Agent in the manner provided for in paragraph Section 5.4(a)(i) in of the Purchase Contract Agreement or has not made an Early Settlement of the Purchase Contract(s) Contracts underlying its Income PRIDESCorporate Units, such Holder shall be deemed to have elected to pay for the shares of Common Stock to be issued under such Purchase Contract(s) Contracts from the Proceeds of the related Pledged Preferred SecuritiesDebentures. The Collateral Agent shall, shall by 10:00 a.m., New York City time, on the fourth Business Day immediately preceding the Purchase Contract Settlement Date, without any instruction from such Holder of Income PRIDESCorporate Units, present the related Pledged Preferred Securities Debentures to the Remarketing Agent for remarketing. Upon receiving such Pledged Preferred SecuritiesDebentures, the Remarketing Agent, pursuant to the terms of the Remarketing Agreement and the Remarketing Underwriting Agreement, will use its reasonable efforts to remarket such Pledged Preferred Securities Debentures on such date at a price of approximately ____% (but not less than approximately 100.5% ___%) of the aggregate Stated Amount Value of such Pledged Preferred SecuritiesDebentures, plus accrued and unpaid distributions (including deferred distributions)interest, if any, thereon. After deducting as the Remarketing Fee an amount not exceeding 25 __ basis points (.25%.__%) of the aggregate Stated Amount Value of the Pledged Preferred Securities Debentures from any amount of such Proceeds in excess of the aggregate Stated AmountValue of such Debentures, plus such accrued and unpaid distributions (including deferred distributions) interest of the remarketed Pledged Preferred SecuritiesDebentures, the Remarketing Agent will remit the entire amount of the Proceeds of such a successful remarketing to the Collateral Agent. On the Purchase Contract Settlement Date, the Collateral Agent shall apply that portion of the Proceeds from such remarketing equal to the aggregate Stated Amount, plus such accrued and unpaid distributions (including deferred distributions) Value of such the Pledged Preferred SecuritiesDebentures, to satisfy in full the obligations of such Holders of Income PRIDES Corporate Units to pay the Purchase Price to purchase the Common Stock under the related Purchase Contracts. The remaining portion of such Proceeds, if any, shall be distributed by the Collateral Agent to the Purchase Contract Agent for payment to the Holders. If the Remarketing Agent advises the Collateral Agent in writing that it cannot remarket the related Pledged Preferred Securities Debentures of such Holders of Income PRIDES Corporate Units at a price not less than 100___% of the aggregate Stated Amount Value of such Pledged Preferred Securities Debentures plus any accrued and unpaid distributions (including deferred distributions)interest, or if the remarketing does not occur because a condition precedent to such remarketing has not been fulfilled, thus resulting in a Failed Remarketing and an event of default under the Purchase Contract Agreement and hereunderRemarketing, the Collateral AgentAgent will, for the benefit of the Company willCompany, at the written direction of the Company, retain or dispose of the Pledged Preferred Securities Debentures in accordance with applicable law and satisfy in full, from any such disposition or retention, such Holder's obligation to pay the Purchase Price for the Common StockStock under the related Purchase Contracts.

Application of Proceeds Settlement. (a) In the event a Holder of Income PRIDES (if unless a Tax Event Redemption or a Successful Initial Remarketing has not occurred) has not elected to make an effective Cash Settlement by notifying the Purchase Contract Agent (with a copy to the Collateral Agent) in the manner provided for in paragraph 5.4(a)(i5.5(a)(i) in the Purchase Contract Agreement or and has not made an Early Settlement of the Purchase Contract(s) Contracts underlying its Income PRIDES, such Holder shall be deemed to have elected to pay for the shares of Common Stock to be issued under such Purchase Contract(s) Contracts from the Proceeds of the related Pledged Preferred SecuritiesNotes. The Collateral Agent shall, by 10:00 a.m., New York City time, on the fourth Business Day immediately preceding the Purchase Contract Settlement Date, without any instruction from such Holder of Income PRIDES, present the related Pledged Preferred Securities Notes to the Remarketing Agent for remarketing. Upon receiving such Pledged Preferred SecuritiesNotes, the Remarketing Agent, pursuant to the terms of the Remarketing Agreement and the Supplemental Remarketing Underwriting Agreement, will use its reasonable efforts to remarket such Pledged Preferred Securities Notes on such date at a price of approximately 100.5% (but not less than approximately 100.5% 100%) of the aggregate Stated Amount Value of such Pledged Preferred Securities, plus accrued and unpaid distributions (including deferred distributions), if any, thereonNotes. After deducting as the Remarketing Fee an amount not exceeding 25 basis points (.25%) of the aggregate Stated Amount Value of the remarketed Pledged Preferred Securities Notes from any amount of such Proceeds in excess of the aggregate Stated Amount, plus such accrued and unpaid distributions (including deferred distributions) Value of the remarketed Remarketed Pledged Preferred SecuritiesNotes, the Remarketing Agent will remit the entire amount of the Proceeds of such remarketing to the Collateral Agent. On the Purchase Contract Settlement Date, the Collateral Agent shall apply remit to the Company that portion of the Proceeds from such remarketing equal to the aggregate Stated Amount, plus such accrued and unpaid distributions (including deferred distributions) Value of such remarketed Pledged Preferred Securities, Notes to satisfy in full the obligations of such Holders of Income PRIDES to pay the Purchase Price to purchase the Common Stock under the related Purchase Contracts. The remaining portion of such Proceeds, if any, shall be distributed remitted by the Collateral Agent to the Purchase Contract Agent for payment to the Holders. If the Remarketing Agent advises the Collateral Agent in writing that it cannot remarket the related Pledged Preferred Securities Notes of such Holders of Income PRIDES at a price not less than 100% of the aggregate Stated Amount Value of such Pledged Preferred Securities plus any accrued and unpaid distributions (including deferred distributions)Notes or if the remarketing shall not have occurred because a condition precedent to the remarketing shall not have been fulfilled, thus resulting in a Failed Secondary Remarketing and an event of default under the Purchase Contract Agreement and hereunder, the Collateral Agent, for the benefit of the Company will, at the written direction of the Company, retain or dispose of the Pledged Preferred Securities Notes in accordance with applicable law and satisfy in full, from any such disposition or retention, such Holder's obligation to pay the Purchase Price for the Common Stock.

Application of Proceeds Settlement. (a) In the event a Holder of Income PRIDES (if So long as a Tax Event Redemption has not occurred) , if a Holder of SPC Units has not elected to make an effective Cash Settlement by notifying the Purchase Contract Agent in the manner provided for in paragraph Section 5.4(a)(i) in the Purchase Contract Agreement Agreement, or has not made an Early Settlement of given such notice but failed to deliver the required cash prior to 11:00 A.M. (New York City time) on the fifth Business Day immediately preceding the Purchase Contract(s) underlying its Income PRIDESContract Settlement Date, such Holder shall be deemed to have elected to pay for the shares of Common Stock to be issued under such Purchase Contract(s) Contracts from the Proceeds of the related Pledged Preferred Securities. The Collateral Agent shall, by 10:00 a.m., New York City time, on the fourth Business Day immediately preceding the Purchase Contract Settlement Date, without any instruction from such Holder remarketing of Income PRIDES, present the related [Pledged Preferred Securities or] Pledged Notes. In such event, the Collateral Agent shall instruct the Securities Intermediary to Transfer the related [Pledged Preferred Securities or] Pledged Notes to the Remarketing Agent for remarketing. Upon receiving such [Pledged Preferred SecuritiesSecurities or] Pledged Notes, the Remarketing Agent, pursuant to the terms of the Remarketing Agreement and the Remarketing Underwriting Agreement, will use its reasonable efforts to remarket such [Pledged Preferred Securities or] Pledged Notes on such date at a price not less than approximately 100.5% of the aggregate Stated Amount of such Pledged Preferred Securities, plus accrued and unpaid distributions (including deferred distributions), if any, thereondate. After deducting as the Remarketing Fee an amount not exceeding 25 basis points (.25%) of the aggregate Stated Amount of the Pledged Preferred Securities from any amount of such Proceeds in excess of the aggregate Stated Amount, plus such accrued and unpaid distributions (including deferred distributions) of the remarketed Pledged Preferred Securities, the The Remarketing Agent will remit deposit the entire amount of the Proceeds of such remarketing to in the Collateral AgentAccount. On the Purchase Contract Settlement Date, the Collateral Agent shall instruct the Securities Intermediary to apply that a portion of the Proceeds from such remarketing equal to the aggregate Stated Amount, plus such accrued and unpaid distributions (including deferred distributions) principal amount of such [Pledged Preferred Securities, Securities or] Pledged Notes to satisfy in full the such Holder's obligations of such Holders of Income PRIDES to pay the Purchase Price to purchase the shares of Common Stock under the related Purchase Contracts. The remaining Collateral Agent shall also instruct the Securities Intermediary to apply a portion of the Proceeds of such Proceedsremarketing equal to $[.0625] per [Pledged Preferred Security or] Pledged Note to pay the Remarketing Agent for its services rendered in connection with the remarketing. The balance of the Proceeds from such remarketing, if any, shall be distributed by the Collateral Agent transferred to the Purchase Contract Agent for payment the benefit of such Holder for distribution to the Holderssuch Holder. If the Remarketing Agent advises the Collateral Agent in writing that it cannot remarket the related Pledged Preferred Securities of such Holders of Income PRIDES at there has been a price not less than 100% of the aggregate Stated Amount of such Pledged Preferred Securities plus any accrued and unpaid distributions (including deferred distributions)Failed Remarketing, thus resulting in a Failed Remarketing and an event of default under the Purchase Contract Agreement and hereunder, the Collateral Agent, for the benefit of the Company willshall, at the written direction of the Company, retain or dispose of the [Pledged Preferred Securities Security or] Pledged Notes in accordance with applicable law and satisfy in full, from any such disposition or retentiondisposition, such Holder's obligation obligations to pay the Purchase Price for the shares of PPL Corporation Common Stock.

Application of Proceeds Settlement. (a) In the event If a Holder of Income PRIDES PEPS Units (if a Tax Event Redemption has not occurred) has not elected to make an effective Cash Settlement by notifying the Purchase Contract Agent in the manner provided for in paragraph Section 5.4(a)(i) in the Purchase Contract Agreement Agreement, or has not made an Early Settlement of given such notice but failed to deliver the Purchase Contract(srequired cash prior to 11:00 A.M. (New York City time) underlying its Income PRIDESon the fifth Business Day immediately preceding ____________, 200__, such Holder shall be deemed to have elected to pay for the shares of Common Stock to be issued under such Purchase Contract(s) Contracts from the Proceeds of the related Pledged Preferred Securities. The Collateral Agent shall, by 10:00 a.m., New York City time, on the fourth Business Day immediately preceding the Purchase Contract Settlement Date, without any instruction from such Holder remarketing of Income PRIDES, present the related Pledged Preferred Securities or Pledged Senior Deferrable Notes. In such event, the Collateral Agent shall instruct the Securities Intermediary to Transfer the related Pledged Preferred Securities or Pledged Senior Deferrable Notes to the Remarketing Agent for remarketing. Upon receiving such Pledged Preferred SecuritiesSecurities or Pledged Senior Deferrable Notes, the Remarketing Agent, pursuant to the terms of the Remarketing Agreement and the Remarketing Underwriting Agreement, will use its reasonable efforts to remarket such Pledged Preferred Securities on such date at a price not less than approximately 100.5% of the aggregate Stated Amount of such or Pledged Preferred Securities, plus accrued and unpaid distributions (including deferred distributions), if any, thereonSenior Deferrable Notes. After deducting as the Remarketing Fee an amount not exceeding 25 basis points (.25%) of the aggregate Stated Amount of the Pledged Preferred Securities from any amount of such Proceeds in excess of the aggregate Stated Amount, plus such accrued and unpaid distributions (including deferred distributions) of the remarketed Pledged Preferred Securities, the The Remarketing Agent will remit the entire amount of deposit the Proceeds of such remarketing to (less $_______ per each Preferred Security remarketed, which shall be retained by the Remarketing Agent as a fee for its services in the Remarketing) in the Collateral Account, and the Securities Intermediary, at the written direction of the Collateral Agent, shall invest the Proceeds of the remarketing in Permitted Investments. On the Purchase Contract Settlement Date, the Collateral Agent shall instruct the Securities Intermediary to apply that a portion of the Proceeds from such remarketing equal to the aggregate Stated Amount, plus such accrued and unpaid distributions (including deferred distributions) liquidation amount of the Preferred Securities or aggregate principal amount of such Pledged Preferred Securities, Senior Deferrable Note to satisfy in full the such Holder's obligations of such Holders of Income PRIDES to pay the Purchase Price to purchase the shares of Common Stock under the related Purchase Contracts. The remaining portion balance of such Proceedsthe Proceeds from the remarketing, if any, shall be distributed by the Collateral Agent transferred to the Purchase Contract Agent for payment the benefit of such Holder for distribution to the Holderssuch Holder. If the Remarketing Agent advises the Collateral Agent in writing that it cannot remarket the related Pledged Preferred Securities of such Holders of Income PRIDES at there has been a price not less than 100% of the aggregate Stated Amount of such Pledged Preferred Securities plus any accrued and unpaid distributions (including deferred distributions)Failed Remarketing, thus resulting in a Failed Remarketing and an event of default under the Purchase Contract Agreement and hereunder, the Collateral Agent, for the benefit of the Company willshall, at the written direction of the Company, retain or dispose of the Pledged Preferred Securities or Pledged Senior Deferrable Notes in accordance with applicable law and satisfy in full, from any such disposition or retentiondisposition, such Holder's obligation obligations to pay the Purchase Price for the shares of Common Stock.

Application of Proceeds Settlement. (a) In the event a Holder of Income PRIDES (if So long as a Tax Event Redemption has not occurred) , if a Holder of SPC Units has not elected to make an effective Cash Settlement by notifying the Purchase Contract Agent in the manner provided for in paragraph Section 5.4(a)(i) in the Purchase Contract Agreement Agreement, or has not made an Early Settlement of given such notice but failed to deliver the required cash prior to 11:00 A.M. (New York City time) on the fifth Business Day immediately preceding the Purchase Contract(s) underlying its Income PRIDESContract Settlement Date, such Holder shall be deemed to have elected to pay for the shares of Common Stock to be issued under such Purchase Contract(s) Contracts from the Proceeds of the related Pledged Preferred Securities. The Collateral Agent shall, by 10:00 a.m., New York City time, on the fourth Business Day immediately preceding the Purchase Contract Settlement Date, without any instruction from such Holder remarketing of Income PRIDES, present the related Pledged Preferred Notes. In such event, the Collateral Agent shall instruct the Securities Intermediary to Transfer the related Pledged Notes to the Remarketing Agent for remarketing. Upon receiving such Pledged Preferred SecuritiesNotes, the Remarketing Agent, pursuant to the terms of the Remarketing Agreement and the Remarketing Underwriting Agreement, will use its reasonable efforts to remarket such Pledged Preferred Securities Notes on such date at a price not less than approximately 100.5% of the aggregate Stated Amount of such Pledged Preferred Securities, plus accrued and unpaid distributions (including deferred distributions), if any, thereondate. After deducting as the Remarketing Fee an amount not exceeding 25 basis points (.25%) of the aggregate Stated Amount of the Pledged Preferred Securities from any amount of such Proceeds in excess of the aggregate Stated Amount, plus such accrued and unpaid distributions (including deferred distributions) of the remarketed Pledged Preferred Securities, the The Remarketing Agent will remit deposit the entire amount of the Proceeds of such remarketing to in the Collateral AgentAccount. On the Purchase Contract Settlement Date, the Collateral Agent shall instruct the Securities Intermediary to apply that a portion of the Proceeds from such remarketing equal to the aggregate Stated Amount, plus such accrued and unpaid distributions (including deferred distributions) principal amount of such Pledged Preferred Securities, Notes to satisfy in full the such Holder’s obligations of such Holders of Income PRIDES to pay the Purchase Price to purchase the shares of Common Stock under the related Purchase Contracts. The remaining Collateral Agent shall also instruct the Securities Intermediary to apply a portion of the Proceeds of such Proceedsremarketing equal to $[.0625] per Pledged Note to pay the Remarketing Agent for its services rendered in connection with the remarketing. The balance of the Proceeds from such remarketing, if any, shall be distributed by the Collateral Agent transferred to the Purchase Contract Agent for payment the benefit of such Holder for distribution to the Holderssuch Holder. If the Remarketing Agent advises the Collateral Agent in writing that it cannot remarket the related Pledged Preferred Securities of such Holders of Income PRIDES at there has been a price not less than 100% of the aggregate Stated Amount of such Pledged Preferred Securities plus any accrued and unpaid distributions (including deferred distributions)Failed Remarketing, thus resulting in a Failed Remarketing and an event of default under the Purchase Contract Agreement and hereunder, the Collateral Agent, for the benefit of the Company willshall, at the written direction of the Company, retain or dispose of the Pledged Preferred Securities Notes in accordance with applicable law and satisfy in full, from any such disposition or retentiondisposition, such Holder's obligation ’s obligations to pay the Purchase Price for the shares of PPL Corporation Common Stock.

Application of Proceeds Settlement. (a) In the event a Holder of Income PRIDES Normal Units (if a Tax Event Redemption has not occurred) has not elected to make an effective Cash Settlement by notifying the Purchase Contract Agent in the manner provided for in paragraph 5.4(a)(i) in the Purchase Contract Agreement or has not made an Early Settlement of the Purchase Contract(s) underlying its Income PRIDESNormal Units, such Holder shall be deemed to have elected to pay for the shares of Common Stock to be issued under such Purchase Contract(s) from the Proceeds of the related Pledged Preferred Debt Securities. The Collateral Agent shall, by 10:00 a.m., New York City time, on the fourth Business Day immediately preceding the Purchase Contract Settlement Date, without any instruction from such Holder of Income PRIDESNormal Units, present the related Pledged Preferred Debt Securities to the Remarketing Agent for remarketing. Upon receiving such Pledged Preferred Debt Securities, the Remarketing Agent, pursuant to the terms of the Remarketing Agreement and the Remarketing Underwriting Agreement, will use its reasonable efforts to remarket such Pledged Preferred Debt Securities on such date at a price not less than approximately 100.5% -% of the aggregate Stated Amount Value of such Pledged Preferred Debt Securities, plus accrued and unpaid distributions (including deferred distributions)interest, if any, thereon. After deducting as the Remarketing Fee remarketing fee an amount not exceeding 25 - basis points (.25%-%) of the aggregate Stated Amount Value of the Pledged Preferred Debt Securities from any amount of such Proceeds in excess of the aggregate Stated AmountValue, plus such accrued and unpaid distributions (including deferred distributions) interest of the remarketed Pledged Preferred Debt Securities, the Remarketing Agent will remit the entire amount of the Proceeds of such remarketing to the Collateral Agent. On the Purchase Contract Settlement Date, the Collateral Agent shall apply that portion of the Proceeds from such remarketing equal to the aggregate Stated AmountValue of, plus such accrued and unpaid distributions (including deferred distributions) of interest on such Pledged Preferred Debt Securities, to satisfy in full the obligations of such Holders of Income PRIDES Normal Units to pay the Purchase Price to purchase the shares of Common Stock under the related Purchase Contracts. The remaining portion of such Proceeds, if any, shall be distributed by the Collateral Agent to the Purchase Contract Agent for payment to the Holders. If the Remarketing Agent advises the Collateral Agent in writing that it cannot remarket the related Pledged Preferred Debt Securities of such Holders of Income PRIDES Normal Units at a price not less than 100% of the aggregate Stated Amount Value of such Pledged Preferred Debt Securities plus any accrued accumulated and unpaid distributions (including deferred distributions), thus resulting in a Failed Remarketing and an event of default under the Purchase Contract Agreement and hereunder, the Collateral Agent, for the benefit of the Company will, at the written direction of the Company, retain or dispose of the Pledged Preferred Debt Securities in accordance with applicable law and satisfy in full, from any such disposition or retention, such Holder's obligation to pay the Purchase Price for the shares of Common Stock.

Application of Proceeds Settlement. (a) In the event a Holder of Income PRIDES (if a Tax Event Redemption has not occurred) has not elected to make an effective Cash Settlement by notifying the Purchase Contract Agent in the manner provided for in paragraph 5.4(a)(i) in the Purchase Contract Agreement or has not made an Early Settlement of the Purchase Contract(s) underlying its Income PRIDES, such Holder shall be deemed to have elected to pay for the shares of Common Stock to be issued under such Purchase Contract(s) from the Proceeds of the related Pledged Preferred Securities. The Collateral Agent shall, by 10:00 a.m., New York City time, on the fourth Business Day immediately preceding the Purchase Contract Settlement Date, without any instruction from such Holder of Income PRIDES, present the related Pledged Preferred Securities to the Remarketing Agent for remarketing. Upon receiving such Pledged Preferred Securities, the Remarketing Agent, pursuant to the terms of the Remarketing Agreement and the Remarketing Underwriting Agreement, will use its reasonable efforts to remarket such Pledged Preferred Securities on such date at a price not less than approximately 100.5100.50% of the aggregate Stated Amount Value of such Pledged Preferred Securities, plus accrued and unpaid distributions (including deferred distributions), if any, thereon. After deducting as the Remarketing Fee an amount not exceeding 25 basis points (.25%) of the aggregate Stated Amount Value of the Pledged Preferred Securities from any amount of such Proceeds in excess of the aggregate Stated AmountValue, plus such accrued and unpaid distributions (including deferred distributions) of the remarketed Pledged Preferred Securities, the Remarketing Agent will remit the entire amount of the Proceeds of such remarketing to the Collateral Agent. On the Purchase Contract Settlement Date, the Collateral Agent shall apply that portion of the Proceeds from such remarketing equal to the aggregate Stated AmountValue, plus such accrued and unpaid distributions (including deferred distributions) of such Pledged Preferred Securities, to satisfy in full the obligations of such Holders of Income PRIDES to pay the Purchase Price to purchase the Common Stock under the related Purchase Contracts. The remaining portion of such Proceeds, if any, shall be distributed by the Collateral Agent to the Purchase Contract Agent for payment to the Holders. If the Remarketing Agent advises the Collateral Agent in writing that it cannot remarket the related Pledged Preferred Securities of such Holders of Income PRIDES at a price not less than 100% of the aggregate Stated Amount Value of such Pledged Preferred Securities plus any accrued and unpaid distributions (including deferred distributions), thus resulting in a Failed Remarketing and an event of default under the Purchase Contract Agreement and hereunder, the Collateral Agent, for the benefit of the Company will, at the written direction of the Company, retain or dispose of the Pledged Preferred Securities in accordance with applicable law and satisfy in full, from any such disposition or retention, such Holder's obligation to pay the Purchase Price for the Common Stock.

Application of Proceeds Settlement. (a) In the event a Holder of Income PRIDES (if a Tax Event Redemption has not occurred) has not elected to make an effective Cash Settlement by notifying the Purchase Contract Agent in the manner provided for in paragraph 5.4(a)(i) in the Purchase Contract Agreement or has not made an Early Settlement of the Purchase Contract(s) underlying its Income PRIDES, such Holder shall be deemed to have elected to pay for the shares of Common Stock Ordinary Shares to be issued under such Purchase Contract(s) from the Proceeds of the related Pledged Preferred SecuritiesShares. The Collateral Agent shall, by 10:00 a.m., New York City time, on the fourth Business Day immediately preceding the Purchase Contract Settlement Date, without any instruction from such Holder of Income PRIDES, present the related Pledged Preferred Securities Shares to the Remarketing Agent for remarketing. Upon receiving such Pledged Preferred SecuritiesShares, the Remarketing Agent, pursuant to the terms of the Remarketing Agreement and the Remarketing Underwriting Agreement, will use its reasonable efforts to remarket such Pledged Preferred Securities Shares on such date at a price not less than approximately 100.5% of the aggregate Stated Amount Value of such Pledged Preferred SecuritiesShares, plus accrued accumulated and unpaid distributions (including deferred distributions)dividends, if any, thereon. After deducting as the Remarketing Fee remarketing fee an amount not exceeding 25 basis points (.25%) of the aggregate Stated Amount Value of the Pledged Preferred Securities Shares from any amount of such Proceeds in excess of the aggregate Stated AmountValue, plus such accrued accumulated and unpaid distributions (including deferred distributions) dividends of the remarketed Pledged Preferred SecuritiesShares, the Remarketing Agent will remit the entire amount of the Proceeds of such remarketing to the Collateral Agent. On the Purchase Contract Settlement Date, the Collateral Agent shall apply that portion of the Proceeds from such remarketing equal to the aggregate Stated AmountValue, plus such accrued accumulated and unpaid distributions (including deferred distributions) of such Pledged Preferred SecuritiesShares, to satisfy in full the obligations of such Holders of Income PRIDES to pay the Purchase Price to purchase the Common Stock Ordinary Shares under the related Purchase Contracts. The remaining portion of such Proceeds, if any, shall be distributed by the Collateral Agent to the Purchase Contract Agent for payment to the Holders. If the Remarketing Agent advises the Collateral Agent in writing that it cannot remarket the related Pledged Preferred Securities Shares of such Holders of Income PRIDES at a price not less than 100% of the aggregate Stated Amount Value of such Pledged Preferred Securities Shares plus any accrued accumulated and unpaid distributions (including deferred distributions), thus resulting in a Failed Remarketing and an event of default under the Purchase Contract Agreement and hereunder, the Collateral Agent, for the benefit of the Company will, at the written direction of the Company, retain or dispose of the Pledged Preferred Securities Shares in accordance with applicable law and satisfy in full, from any such disposition or retention, such Holder's obligation to pay the Purchase Price for the Common StockOrdinary Shares.

Application of Proceeds Settlement. (a) In the event a Holder of Income PRIDES (if Corporate Units, unless the Applicable Ownership Interests in the Treasury Portfolio have replaced the Applicable Ownership Interests in Debentures as a Tax Event Redemption has not occurred) component of the Corporate Units, has not elected to make an effective Cash Settlement by notifying the Purchase Contract Agent in the manner provided for in paragraph Section 5.4(a)(i) in of the Purchase Contract Agreement or has not made an Early Settlement or a Fundamental Change Early Settlement of the Purchase Contract(s) Contracts underlying its Income PRIDESCorporate Units, such Holder shall be deemed to have elected consented to the disposition of the Debentures underlying the Pledged Applicable Ownership Interests in Debentures pursuant to the Remarketing as described in Section 5.4(a) of the Purchase Contract Agreement in order to pay for the shares of Common Stock to be issued under such Purchase Contract(s) from the Proceeds of the related Pledged Preferred SecuritiesContract. The Collateral Agent shall, shall by 10:00 a.m., New York City time, on the fourth sixth Business Day immediately preceding the Purchase Contract Settlement Date, without any instruction from such Holder of Income PRIDESCorporate Units, present the related Debentures underlying the Pledged Preferred Securities Applicable Ownership Interests in Debentures to the Remarketing Agent Agents for remarketing. Upon receiving such Pledged Preferred SecuritiesDebentures, the Remarketing AgentAgents, pursuant to the terms of the Remarketing Agreement and the Remarketing Underwriting Agreement, will use its their commercially reasonable efforts to remarket such Debentures underlying the Pledged Preferred Securities Applicable Ownership Interests in Debentures on such date at a price not less than approximately 100.5% of the aggregate Stated Amount of such Pledged Preferred Securities, plus accrued and unpaid distributions (including deferred distributions), if any, thereon. After deducting as the Remarketing Fee an amount not exceeding 25 basis points (.25%) of the aggregate Stated Amount of the Pledged Preferred Securities from any amount of such Proceeds in excess of the aggregate Stated Amount, plus such accrued and unpaid distributions (including deferred distributions) of the remarketed Pledged Preferred Securities, the Remarketing Agent will remit the entire amount of the Proceeds of such remarketing to the Collateral Agent. On the Purchase Contract Settlement Date, the Collateral Agent shall apply that portion of the Proceeds from such remarketing equal to the aggregate Stated Amount, plus such accrued and unpaid distributions (including deferred distributions) of such Pledged Preferred Securities, to satisfy in full the obligations of such Holders of Income PRIDES to pay the Purchase Price to purchase the Common Stock under the related Purchase Contracts. The remaining portion of such Proceeds, if any, shall be distributed by the Collateral Agent to the Purchase Contract Agent for payment to the Holders. If the Remarketing Agent advises the Collateral Agent in writing that it cannot remarket the related Pledged Preferred Securities of such Holders of Income PRIDES at a price not less or greater than 100% of the aggregate Stated Amount Value of such Pledged Preferred Securities Applicable Ownership Interests in Debentures plus the Remarketing Fee. The Remarketing Agents may deduct the Remarketing Fee from any accrued and unpaid distributions (including deferred distributions), thus resulting in a Failed Remarketing and an event of default under the Purchase Contract Agreement and hereunder, the Collateral Agent, for the benefit portion of the Company will, at proceeds from the written direction Remarketing of the Company, retain or dispose Debentures that is in excess of the sum of 100% of the aggregate Value of such Pledged Preferred Securities in accordance with applicable law and satisfy in full, from any such disposition or retention, such Holder's obligation to pay the Purchase Price for the Common Stock.Applicable

Application of Proceeds Settlement. (a) In the event If a Holder of Income PRIDES (if a Tax Event Redemption has not occurred) Corporate PIES has not elected to make an effective Cash Settlement by notifying the Purchase Contract Agent in the manner provided for in paragraph Section 5.4(a)(i) in the Purchase Contract Agreement Agreement, or has not made an Early Settlement of given such notice but failed to deliver the required cash prior to 11:00 a.m., New York City time, on the fifth Business Day immediately preceding the Purchase Contract(s) underlying its Income PRIDESContract Settlement Date, such Holder shall be deemed to have elected to pay for the shares of Common Stock to be issued under such Purchase Contract(s) from the Proceeds of the related Pledged Preferred SecuritiesStock. The In such event, the Collateral Agent shall, by 10:00 a.m., New York City time, on shall instruct the fourth Business Day immediately preceding the Purchase Contract Settlement Date, without any instruction from such Holder of Income PRIDES, present Securities Intermediary to Transfer the related Pledged Preferred Securities Stock to the Remarketing Agent for remarketing. Upon receiving such Pledged Preferred SecuritiesStock, the Remarketing Agent, pursuant to the terms of the Remarketing Agreement and the Remarketing Underwriting Agreement, will use its reasonable efforts to remarket such Pledged Preferred Securities Stock on such date at a price not less than approximately 100.5of 100.50% of the aggregate Stated Amount liquidation preference of such Pledged Preferred Securities, plus accrued and unpaid distributions (including deferred distributions), if any, thereonStock. After deducting as the Remarketing Fee an amount not exceeding 25 basis points (.25%) of the aggregate Stated Amount of the Pledged Preferred Securities from any amount of such Proceeds in excess of the aggregate Stated Amount, plus such accrued and unpaid distributions (including deferred distributions) of the remarketed Pledged Preferred Securities, the The Remarketing Agent will remit deposit in the entire amount Collateral Account the portion of the Proceeds of such remarketing equal to 100% the aggregate liquidation preference of the remarketed Pledged Preferred Stock and, pursuant to the Collateral AgentRemarketing Agreement, shall retain the portion of the Proceeds equal to 0.50% of the aggregate liquidation preference of the remarketed Pledged Preferred Stock. On the Purchase Contract Settlement Date, upon three Business Days' written notice to the Collateral Agent the Collateral Agent shall instruct the Securities Intermediary to apply that a portion of the Proceeds from such remarketing equal to the aggregate Stated Amount, plus such accrued and unpaid distributions (including deferred distributions) liquidation preference of such Pledged Preferred Securities, Stock to satisfy in full the obligations of such Holders of Income PRIDES Corporate PIES to pay the Purchase Price to purchase the Common Stock under the related Purchase Contracts. The remaining portion balance of the Proceeds from such Proceeds, if any, remarketing on deposit in the Collateral Account shall be distributed by the Collateral Agent transferred to the Purchase Contract Agent for payment distribution to the HoldersHolders in accordance with their respective interests. If the Remarketing Agent advises the Collateral Agent in writing that it cannot remarket the related Pledged Preferred Securities of such Holders of Income PRIDES at there has been a price not less than 100% of the aggregate Stated Amount of such Pledged Preferred Securities plus any accrued and unpaid distributions (including deferred distributions)Failed Remarketing, thus resulting in a Failed Remarketing and an event of default under the Purchase Contract Agreement and hereunder, the Collateral Agent, for the benefit of the Company willshall, at the written direction of the Company, retain or dispose of the Pledged Preferred Securities Stock in accordance with applicable law and satisfy in full, from any such disposition or retentiondisposition, such Holder's obligation Holders' obligations to pay the Purchase Price for the Common Stock.

Application of Proceeds Settlement. (a) In the event If a Holder of Income PRIDES (if a Tax Event Redemption has not occurred) Corporate Stock Purchase Units has not elected to make an effective Cash Settlement by notifying the Purchase Contract Agent in the manner provided for in paragraph Section 5.4(a)(i) in the Purchase Contract Agreement Agreement, or has not made an Early Settlement of given such notice but failed to deliver the required cash prior to 11:00 a.m. (New York City time) on the fifth Business Day immediately preceding the Purchase Contract(s) underlying its Income PRIDESContract Settlement Date, such Holder shall be deemed to have elected to pay for the shares of Common Stock to be issued under such Purchase Contract(s) Contracts from the Proceeds of the related Pledged Preferred SecuritiesSenior Notes. The Collateral Agent shallIn such event, by 10:00 a.m., New York City time, on the fourth Business Day immediately preceding the Purchase Contract Settlement DateAgent, without any instruction from such Holder subject to its receipt of Income PRIDESthe notice required by Section 5.5(d), present will send a notice to the Collateral Agent directing it to instruct the Securities Intermediary to Transfer the related Pledged Preferred Securities Senior Notes to the Remarketing Agent for remarketingRemarketing. Upon receiving such Pledged Preferred SecuritiesSenior Notes, the Remarketing Agent, pursuant to the terms of the Remarketing Agreement and the Remarketing Underwriting Agreement, will use its commercially reasonable efforts to remarket such Pledged Preferred Securities Senior Notes on such date at a price not less than approximately 100.5% of 100.__% of the aggregate Stated Amount principal amount of such Pledged Preferred Securities, plus accrued and unpaid distributions (including deferred distributions), if any, thereonSenior Notes. After deducting as the Remarketing Fee an amount not exceeding 25 basis points (.25%) of the aggregate Stated Amount of the Pledged Preferred Securities from any amount of such Proceeds in excess of the aggregate Stated Amount, plus such accrued and unpaid distributions (including deferred distributions) of the remarketed Pledged Preferred Securities, the The Remarketing Agent will remit deposit in the entire amount Collateral Account the portion of the Proceeds of such remarketing equal to 100% the aggregate principal amount of the remarketed Pledged Senior Notes and, pursuant to the Collateral AgentRemarketing Agreement, shall retain the portion of the Proceeds equal to 0.__% of the aggregate principal amount of the remarketed Pledged Senior Notes. On the Purchase Contract Settlement Date, the Collateral Agent shall instruct the Securities Intermediary to apply that a portion of the Proceeds from such remarketing Remarketing equal to the aggregate Stated Amount, plus such accrued and unpaid distributions (including deferred distributions) principal amount of such Pledged Preferred Securities, Senior Notes to satisfy in full the obligations of such Holders of Income PRIDES Corporate Stock Purchase Units to pay the Purchase Price to purchase the shares of Common Stock under the related Purchase Contracts. The remaining portion of such Proceeds, if any, shall be distributed by the Collateral Agent to the Purchase Contract Agent for payment to the Holders. If the Remarketing Agent advises the Collateral Agent in writing that it cannot remarket the related Pledged Preferred Securities of such Holders of Income PRIDES at there has been a price not less than 100% of the aggregate Stated Amount of such Pledged Preferred Securities plus any accrued and unpaid distributions (including deferred distributions)Failed Remarketing, thus resulting in a Failed Remarketing and an event of default under the Purchase Contract Agreement and hereunder, the Collateral Agent, for the benefit of the Company willshall, at the written direction of the Company, retain or dispose of the Pledged Preferred Securities Senior Notes in accordance with applicable law and satisfy in full, from any such disposition or retentiondisposition, such Holder's obligation Holders' obligations to pay the Purchase Price for the shares of Common Stock. Notwithstanding the foregoing, the Company shall pay any accrued and unpaid interest on the Pledged Senior Notes in cash to the Purchase Contract Agent for payment to such Holders of Corporate Stock Purchase Units of which such Pledged Senior Notes are a part.

Application of Proceeds Settlement. (a) In the event a Holder of Income PRIDES (if a Tax Event Redemption has not occurred) has not elected to make an effective Cash Settlement by notifying the Purchase Contract Agent in the manner provided for in paragraph 5.4(a)(i) in the Purchase Contract Agreement or has not made an Early Settlement of the Purchase Contract(s) underlying its Income PRIDES, such Holder shall be deemed to have elected to pay for the shares of Common Stock to be issued under such Purchase Contract(s) from the Proceeds of the related Pledged Trust Preferred Securities. The Collateral Agent shall, by 10:00 a.m., New York City time, on the fourth Business Day immediately preceding the Purchase Contract Settlement Date, without any instruction from such Holder of Income PRIDES, present the related Pledged Trust Preferred Securities to the Remarketing Agent for remarketing. Upon receiving such Pledged Trust Preferred Securities, the Remarketing Agent, pursuant to the terms of the Remarketing Agreement and the Remarketing Underwriting Agreement, will use its reasonable efforts to remarket such Pledged Trust Preferred Securities on such date at a price not less than approximately 100.5% of the aggregate Stated Amount Value of such Pledged Trust Preferred Securities, plus accrued accumulated and unpaid distributions (including deferred distributions), if any, thereon. After deducting as the Remarketing Fee remarketing fee an amount not exceeding 25 basis points (.25%) of the aggregate Stated Amount Value of the Pledged Trust Preferred Securities from any amount of such Proceeds proceeds in excess of the aggregate Stated AmountValue, plus such accrued accumulated and unpaid distributions (including deferred distributions) of the remarketed Pledged Trust Preferred Securities, the Remarketing Agent will remit the entire amount of the Proceeds of such remarketing to the Collateral Agent. On the Purchase Contract Settlement Date, the Collateral Agent shall apply that portion of the Proceeds from such remarketing equal to the aggregate Stated AmountAggregate Value, plus such accrued accumulated and unpaid distributions (including deferred distributions) of such Pledged Trust Preferred Securities, to satisfy in full the obligations of such Holders of Income PRIDES to pay the Purchase Price to purchase the Common Stock under the related Purchase Contracts. The remaining portion of such Proceeds, if any, shall be distributed by the Collateral Agent to the Purchase Contract Agent for payment to the Holders. If the Remarketing Agent advises the Collateral Agent in writing that it cannot remarket the related Pledged Trust Preferred Securities of such Holders of Income PRIDES at a price not less than 100% of the aggregate Stated Amount Value of such Pledged pledged Trust Preferred Securities plus any accrued accumulated and unpaid distributions (including deferred distributions)) or if the remarketing shall not have occurred because a condition precedent to the remarketing shall not have been fulfilled, thus resulting in a Failed Remarketing and an event of default under the Purchase Contract Agreement and hereunder, the Collateral Agent, for the benefit of the Company will, at the written direction of the Company, retain or dispose of the Pledged Trust Preferred Securities in accordance with applicable law and satisfy in full, from any such disposition or retention, such Holder's obligation to pay the Purchase Price for the Common Stock.

Application of Proceeds Settlement. (a) In the event If a Holder of Income PRIDES Corporate PIES (if the Trust Preferred Securities or Debentures or security entitlements to either of them are a Tax Event Redemption has not occurredcomponent of the Corporate PIES) has not elected to make an effective Cash Settlement by notifying the Purchase Contract Agent in the manner provided for in paragraph Section 5.4(a)(i) in the Purchase Contract Agreement Agreement, or has not made an Early Settlement of given such notice but failed to deliver the required cash prior to 11:00 A.M., New York City time, on the fifth Business Day immediately preceding the Purchase Contract(s) underlying its Income PRIDESContract Settlement Date, such Holder shall be deemed to have elected to pay for the shares of Common Stock to be issued under such Purchase Contract(s) from the Proceeds of the related Pledged Preferred SecuritiesSecurities or Pledged Debentures. The In such event, the Collateral Agent shall, by 10:00 a.m., New York City time, on shall instruct the fourth Business Day immediately preceding the Purchase Contract Settlement Date, without any instruction from such Holder of Income PRIDES, present Securities Intermediary to Transfer the related Pledged Preferred Securities or Pledged Debentures to the Remarketing Agent for remarketing. Upon receiving such Pledged Preferred SecuritiesSecurities or Pledged Debentures, the Remarketing Agent, pursuant to the terms of the Remarketing Agreement and the Remarketing Underwriting Agreement, will use its reasonable efforts to remarket such Pledged Preferred Securities or Pledged Debentures on such date at a price not less than approximately 100.5of 100% of the aggregate Stated Amount liquidation amount of such Pledged Preferred Securities, plus accrued and unpaid distributions (including deferred distributions), if any, thereon. After deducting as the Remarketing Fee an amount not exceeding 25 basis points (.25%) of the Securities or aggregate Stated Amount of the Pledged Preferred Securities from any principal amount of such Proceeds in excess of Pledged Debentures, as the aggregate Stated Amount, plus such accrued and unpaid distributions (including deferred distributions) of the remarketed Pledged Preferred Securities, the case may be. The Remarketing Agent will remit deposit the entire amount of the Proceeds of such remarketing to in the Collateral AgentAccount. On the Purchase Contract Settlement Date, the Collateral Agent shall instruct the Securities Intermediary to apply that a portion of the Proceeds from such remarketing equal to the aggregate Stated Amount, plus such accrued and unpaid distributions (including deferred distributions) liquidation amount of such Pledged Preferred SecuritiesSecurities or aggregate principal amount of such Pledged Debentures, as the case may be, to satisfy in full the obligations of such Holders of Income PRIDES Corporate PIES to pay the Purchase Price to purchase the Common Stock under the related Purchase Contracts. The remaining portion balance of the Proceeds from such Proceeds, if any, remarketing shall be distributed by the Collateral Agent transferred to the Purchase Contract Agent for payment distribution to the HoldersHolders in accordance with their respective interests. If the Remarketing Agent advises the Collateral Agent in writing that it cannot remarket the related Pledged Preferred Securities of such Holders of Income PRIDES at there has been a price not less than 100% of the aggregate Stated Amount of such Pledged Preferred Securities plus any accrued and unpaid distributions (including deferred distributions)Failed Remarketing, thus resulting in a Failed Remarketing and an event of default under the Purchase Contract Agreement and hereunder, the Collateral Agent, for the benefit of the Company willshall, at the written direction of the Company, retain or dispose of the Pledged Preferred Securities or Pledged Debentures, as the case may be, in accordance with applicable law and satisfy in full, from any such disposition or retentiondisposition, such Holder's obligation Holders' obligations to pay the Purchase Price for the Common Stock.

Application of Proceeds Settlement. (a) In the event a Holder of Income PRIDES (if unless a Tax Event Redemption or a Successful Initial Remarketing has not occurred) has not elected to make an effective Cash Settlement by notifying the Purchase Contract Agent in the manner provided for in paragraph 5.4(a)(i5.5(a)(i) in the Purchase Contract Agreement or has not made an Early Settlement of the Purchase Contract(s) underlying its Income PRIDES, such Holder shall be deemed to have elected to pay for the shares of Common Stock to be issued under such Purchase Contract(s) from the Proceeds of the related Pledged Preferred SecuritiesSenior Notes. The Collateral Agent shall, by 10:00 a.m., New York City time, on the fourth Business Day immediately preceding the Purchase Contract Settlement Date, without any instruction from such Holder of Income PRIDES, present the related Pledged Preferred Securities Senior Notes to the Remarketing Agent for remarketing. Upon receiving such Pledged Preferred SecuritiesSenior Notes, the Remarketing Agent, pursuant to the terms of the Remarketing Agreement and the Remarketing Underwriting Agreement, will use its reasonable efforts to remarket such Pledged Preferred Securities Senior Notes on such date at a price not less than approximately 100.5% of the aggregate Stated Amount Value of such Pledged Preferred SecuritiesSenior Notes, plus accrued and unpaid distributions (including deferred distributions)interest, if any, thereon. After deducting as the Remarketing Fee remarketing fee an amount not exceeding 25 basis points (.250.25%) of the aggregate Stated Amount Value of the Pledged Preferred Securities Senior Notes from any amount of such Proceeds in excess of the aggregate Stated AmountValue, plus such accrued and unpaid distributions (including deferred distributions) interest of the remarketed Pledged Preferred SecuritiesSenior Notes, the Remarketing Agent will remit the entire amount of the Proceeds of such remarketing to the Collateral Agent. On the Purchase Contract Settlement Date, the Collateral Agent shall apply that portion of the Proceeds from such remarketing equal to the aggregate Stated AmountValue, plus such accrued and unpaid distributions (including deferred distributions) interest of such Pledged Preferred SecuritiesSenior Notes, to satisfy in full the obligations of such Holders of Income PRIDES to pay the Purchase Price to purchase the Common Stock under the related Purchase Contracts. The remaining portion of such Proceeds, if any, shall be distributed by the Collateral Agent to the Purchase Contract Agent for payment to the Holders. If the Remarketing Agent advises the Collateral Agent in writing that it cannot remarket the related Pledged Preferred Securities Senior Notes of such Holders of Income PRIDES at a price not less than 100% of the aggregate Stated Amount Value of such Pledged Preferred Securities Senior Notes plus any accrued and unpaid distributions (including deferred distributions)interest, thus resulting in a Failed Secondary Remarketing and an event of default under the Purchase Contract Agreement and hereunder, the Collateral Agent, for the benefit of the Company will, at the written direction of the Company, retain or dispose of the Pledged Preferred Securities Senior Notes in accordance with applicable law and satisfy in full, from any such disposition or retention, such Holder's obligation to pay the Purchase Price for the Common Stock.

Application of Proceeds Settlement. (a) In the event a Holder of Income PRIDES Corporate Units (if unless a Tax Event Redemption or a Successful Initial Remarketing has not occurred) has not elected to make an effective Cash Settlement by notifying the Purchase Contract Agent (with a copy to the Collateral Agent) in the manner provided for in paragraph 5.4(a)(i) in the Purchase Contract Agreement or and has not made an Early Settlement of the Purchase Contract(s) Contracts underlying its Income PRIDESCorporate Units, such Holder shall be deemed to have elected to pay for the shares of Common Stock to be issued under such Purchase Contract(s) Contracts from the Proceeds of the related Pledged Preferred SecuritiesDebentures. The Collateral Agent shall, by 10:00 a.m., New York City time, on the fourth Business Day immediately preceding the Purchase Contract Settlement Date, without any instruction from such Holder of Income PRIDESCorporate Units, present the related Pledged Preferred Securities Debentures to the Remarketing Agent for remarketing. Upon receiving such Pledged Preferred SecuritiesDebentures, the Remarketing Agent, pursuant to the terms of the Remarketing Agreement and the Supplemental Remarketing Underwriting Agreement, will use its reasonable efforts to remarket such Pledged Preferred Securities Debentures on such date at a price of approximately 100.5% (but not less than approximately 100.5% 100%) of the aggregate Stated Amount Value of such Pledged Preferred Securities, plus accrued and unpaid distributions (including deferred distributions), if any, thereonDebentures. After deducting as the Remarketing Fee an amount not exceeding 25 basis points (.25%) of the aggregate Stated Amount Value of the remarketed Pledged Preferred Securities Debentures from any amount of such Proceeds in excess of the aggregate Stated Amount, plus such accrued and unpaid distributions (including deferred distributions) Value of the remarketed Remarketed Pledged Preferred SecuritiesDebentures, the Remarketing Agent will remit the entire amount of the Proceeds of such remarketing to the Collateral Agent. On the Purchase Contract Settlement Date, the Collateral Agent shall apply that portion of the Proceeds from such remarketing equal to the aggregate Stated Amount, plus such accrued and unpaid distributions (including deferred distributions) Value of such remarketed Pledged Preferred Securities, Debentures to satisfy in full the obligations of such Holders of Income PRIDES Corporate Units to pay the Purchase Price to purchase the Common Stock under the related Purchase Contracts. The remaining portion of such Proceeds, if any, shall be distributed remitted by the Collateral Agent to the Purchase Contract Agent for payment to the Holders. If the Remarketing Agent advises the Collateral Agent in writing that it cannot remarket the related Pledged Preferred Securities Debentures of such Holders of Income PRIDES Corporate Units at a price not less than 100% of the aggregate Stated Amount Value of such Pledged Preferred Securities plus any accrued and unpaid distributions (including deferred distributions)Debentures or if the remarketing shall not have occurred because a condition precedent to the remarketing shall not have been fulfilled, thus resulting in a Failed Secondary Remarketing and an event of default under the Purchase Contract Agreement and hereunder, the Collateral Agent, for the benefit of the Company will, at the written direction of the Company, retain or dispose of the Pledged Preferred Securities in accordance with applicable law and satisfy in full, from any such disposition or retention, such Holder's obligation to pay the Purchase Price for the Common Stock.and

Application of Proceeds Settlement. (a) In the event a Holder of Income PRIDES (if a Tax Event Redemption has not occurred) has not elected to make an effective Cash Settlement by notifying the Purchase Contract Agent in the manner provided for in paragraph 5.4(a)(i) in the Purchase Contract Agreement or has not made an Early Settlement of the Purchase Contract(s) underlying its Income PRIDESType A Securities, such Holder shall be deemed to have elected to pay for the shares of Common Stock to be issued under such Purchase Contract(s) from the Proceeds of the related Pledged Preferred Debt Securities. The Collateral Agent shall, by 10:00 a.m., New York City time, on the fourth Business Day immediately preceding the Purchase Contract Settlement Date, without any instruction from such Holder of Income PRIDESType A Securities, present the related Pledged Preferred Debt Securities to the Remarketing Agent for remarketing. Upon receiving such Pledged Preferred Debt Securities, the Remarketing Agent, pursuant to the terms of the Remarketing Agreement and the Remarketing Underwriting Agreement, will use its reasonable efforts to remarket such Pledged Preferred Debt Securities on such date at a price not less than approximately 100.5____% of the aggregate Stated Amount Value of such Pledged Preferred Debt Securities, plus accrued and unpaid distributions (including deferred distributions), if any, thereon. After deducting as the Remarketing Fee an amount not exceeding 25 __ basis points (.25___%) of the aggregate Stated Amount Value of the Pledged Preferred Debt Securities from any amount of such Proceeds in excess of the aggregate Stated AmountValue, plus such accrued and unpaid distributions (including deferred distributions) of the remarketed Pledged Preferred SecuritiesDebt Securities (provided that the Remarketing Agent shall not be entitled to receive more than one such fee in respect of such Pledged Debt Securities under this Agreement, the Purchase Contract Agreement or the Remarketing Agreement), the Remarketing Agent will remit the entire amount of the Proceeds of such remarketing to the Collateral Agent. On the Purchase Contract Settlement Date, the Collateral Agent shall apply that portion of the Proceeds from such remarketing equal to the aggregate Stated AmountValue, plus such accrued and unpaid distributions (including deferred distributions) of such Pledged Preferred Debt Securities, to satisfy in full the obligations of such Holders of Income PRIDES Type A Securities to pay the Purchase Price to purchase the Common Stock under the related Purchase Contracts. The remaining portion of such Proceeds, if any, shall be distributed by the Collateral Agent to the Purchase Contract Agent for payment to the Holders. If the Remarketing Agent advises the Collateral Agent in writing that it cannot remarket the related Pledged Preferred Debt Securities of such Holders of Income PRIDES Type A Securities at a price not less than 100____% of the aggregate Stated Amount Value of such Pledged Preferred Debt Securities plus any accrued and unpaid distributions (including deferred distributions), thus resulting in a Failed Remarketing and an event of default under the Purchase Contract Agreement and hereunder, the Collateral Agent, for the benefit of the Company will, at the written direction of the Company, retain or dispose of the Pledged Preferred Debt Securities in accordance with applicable law and satisfy in full, from any such disposition or retention, such Holder's obligation to pay the Purchase Price for the Common Stock.

Application of Proceeds Settlement. (a) In the event a Holder of Income PRIDES Corporate Units (if unless a Tax Event Redemption or an earlier Successful Remarketing has not occurred) has not elected to make an effective Cash Settlement by notifying the Purchase Contract Agent (with a copy to the Collateral Agent) in the manner provided for in paragraph 5.4(a)(i5.6(a)(i) in the Purchase Contract Agreement or and has not made an Early Settlement of the Purchase Contract(s) Contracts underlying its Income PRIDESCorporate Units, such Holder shall be deemed to have elected to pay for participate in the shares of Common Stock to be issued under such Purchase Contract(s) from the Proceeds Final Remarketing of the related Pledged Preferred SecuritiesNotes. The Collateral Agent shall, by 10:00 a.m., New York City time, on the fourth Business Day immediately preceding the Purchase Contract Settlement Date, without any instruction from such Holder of Income PRIDESCorporate Units, present the related Pledged Preferred Securities Notes to the Remarketing Agent for remarketing. Upon receiving such Pledged Preferred SecuritiesNotes, the Remarketing Agent, pursuant to the terms of the Remarketing Agreement and the Supplemental Remarketing Underwriting Agreement, will use its reasonable efforts to remarket such Pledged Preferred Securities Notes on such date at a price of approximately 100.5% (but not less than approximately 100.5% 100%) of the aggregate Stated Amount Value of such Pledged Preferred Securities, plus accrued and unpaid distributions (including deferred distributions), if any, thereonNotes. After deducting as the Remarketing Fee an amount not exceeding 25 basis points (.250.25%) of the aggregate Stated Amount Value of the remarketed Pledged Preferred Securities Notes from any amount of such Proceeds in excess of the aggregate Stated Amount, plus such accrued and unpaid distributions (including deferred distributions) Value of the remarketed Remarketed Pledged Preferred SecuritiesNotes, the Remarketing Agent will remit the entire amount of the Proceeds of such remarketing to the Collateral Agent. On the Purchase Contract Settlement Date, the Collateral Agent shall apply that portion of the Proceeds from such remarketing equal to the aggregate Stated Amount, plus such accrued and unpaid distributions (including deferred distributions) Value of such remarketed Pledged Preferred Securities, Notes to satisfy in full the obligations of such Holders of Income PRIDES Corporate Units to pay the Purchase Price to purchase the PCS Common Stock under the related Purchase Contracts. The remaining portion of such Proceeds, if any, shall be distributed remitted by the Collateral Agent to the Purchase Contract Agent for payment to the Holders. If the Remarketing Agent advises the Collateral Agent in writing that it cannot remarket the related Pledged Preferred Securities Notes of such Holders of Income PRIDES Corporate Units at a price not less than 100% of the aggregate Stated Amount Value of such Pledged Preferred Securities plus any accrued and unpaid distributions (including deferred distributions)Notes or if the remarket ing shall not have occurred because a condition precedent to the remarketing shall not have been fulfilled, thus resulting in a Failed Final Remarketing and an event of default under the Purchase Contract Agreement and hereunder, the Collateral Agent, for the benefit of the Company will, at the written direction of the Company, retain or dispose of the Pledged Preferred Securities Notes in accordance with applicable law and satisfy in full, from any such disposition or retention, such Holder's obligation to pay the Purchase Price for the PCS Common Stock. In case of a PCS Stock Redemption, the Collateral Agent shall present the related Pledged Notes to the Remarketing Agent for remarketing at a price of approximately 100.5% (but not less than 100%) of the aggregate principal amount of such Pledged Notes. Any such remarketing shall be on the same terms as the Final Remarketing and, if effected, shall be the "Final Remarketing" for all purposes under this Agreement.

Application of Proceeds Settlement. (a) In the event a Holder of Income PRIDES (if unless a Tax Event Redemption or a Successful Initial Remarketing has not occurred) has not elected to make an effective Cash Settlement by notifying the Purchase Contract Agent in the manner provided for in paragraph 5.4(a)(i5.3(a)(i) in the Purchase Contract Agreement or has not made an Early Settlement of the Purchase Contract(s) underlying its Income PRIDES, such Holder shall be deemed to have elected to pay for the shares of Common Stock to be issued under such Purchase Contract(s) from the Proceeds of the related Pledged Preferred SecuritiesSenior Notes. The Collateral Agent shall, by 10:00 a.m., New York City time, on the fourth Business Day immediately preceding the Purchase Contract Settlement Date, without any instruction from such Holder of Income PRIDES, present the related Pledged Preferred Securities Senior Notes to the Remarketing Agent for remarketing. Upon receiving such Pledged Preferred SecuritiesSenior Notes, the Remarketing Agent, pursuant to the terms of the Remarketing Agreement and the Remarketing Underwriting Agreement, will use its reasonable efforts to remarket such Pledged Preferred Securities Senior Notes on such date at a price not less than approximately 100.5% of the aggregate Stated Amount Value of such Pledged Preferred SecuritiesSenior Notes, plus accrued and unpaid distributions (including deferred distributions)interest, if any, thereon. After deducting as the Remarketing Fee remarketing fee an amount not exceeding 25 basis points (.250.25%) of the aggregate Stated Amount Value of the Pledged Preferred Securities Senior Notes from any amount of such Proceeds in excess of the aggregate Stated AmountValue, plus such accrued and unpaid distributions (including deferred distributions) interest of the remarketed Pledged Preferred SecuritiesSenior Notes, the Remarketing Agent will remit the entire amount of the Proceeds of such remarketing to the Collateral Agent. On the Purchase Contract Settlement Date, the Collateral Agent shall apply that portion of the Proceeds from such remarketing equal to the aggregate Stated AmountValue, plus such accrued and unpaid distributions (including deferred distributions) interest of such Pledged Preferred SecuritiesSenior Notes, to satisfy in full the obligations of such Holders of Income PRIDES to pay the Purchase Price to purchase the Common Stock under the related Purchase Contracts. The remaining portion of such Proceeds, if any, shall be distributed by the Collateral Agent to the Purchase Contract Agent for payment to the Holders. If the Remarketing Agent advises the Collateral Agent in writing that it cannot remarket the related Pledged Preferred Securities Senior Notes of such Holders of Income PRIDES at a price not less than 100% of the aggregate Stated Amount Value of such Pledged Preferred Securities Senior Notes plus any accrued and unpaid distributions (including deferred distributions)interest, thus resulting in a Failed Secondary Remarketing and an event of default under the Purchase Contract Agreement and hereunder, the Collateral Agent, for the benefit of the Company will, at the written direction of the Company, retain or dispose of the Pledged Preferred Securities Senior Notes in accordance with applicable law and satisfy in full, from any such disposition or retention, such Holder's obligation to pay the Purchase Price for the Common Stock.

Application of Proceeds Settlement. (a) In the event If a Holder of Income PRIDES PEPS Units (if a Tax Event Redemption has not occurred) has not elected to make an effective Cash Settlement by notifying the Purchase Contract Agent in the manner provided for in paragraph Section 5.4(a)(i) in the Purchase Contract Agreement Agreement, or has not made an Early Settlement of given such notice but failed to deliver the Purchase Contract(srequired cash prior to 11:00 A.M. (New York City time) underlying its Income PRIDESon the fifth Business Day immediately preceding November 16, 2002, such Holder shall be deemed to have elected to pay for the shares of Common Stock to be issued under such Purchase Contract(s) Contracts from the Proceeds of the related Pledged Preferred Securities. The Collateral Agent shall, by 10:00 a.m., New York City time, on the fourth Business Day immediately preceding the Purchase Contract Settlement Date, without any instruction from such Holder remarketing of Income PRIDES, present the related Pledged Preferred Securities or Pledged Senior Deferrable Notes. In such event, the Collateral Agent shall instruct the Securities Intermediary to Transfer the related Pledged Preferred Securities or Pledged Senior Deferrable Notes to the Remarketing Agent for remarketing. Upon receiving such Pledged Preferred SecuritiesSecurities or Pledged Senior Deferrable Notes, the Remarketing Agent, pursuant to the terms of the Remarketing Agreement and the Remarketing Underwriting Agreement, will use its reasonable efforts to remarket such Pledged Preferred Securities on such date at a price not less than approximately 100.5% of the aggregate Stated Amount of such or Pledged Preferred Securities, plus accrued and unpaid distributions (including deferred distributions), if any, thereonSenior Deferrable Notes. After deducting as the Remarketing Fee an amount not exceeding 25 basis points (.25%) of the aggregate Stated Amount of the Pledged Preferred Securities from any amount of such Proceeds in excess of the aggregate Stated Amount, plus such accrued and unpaid distributions (including deferred distributions) of the remarketed Pledged Preferred Securities, the The Remarketing Agent will remit the entire amount of deposit the Proceeds of such remarketing to in the Collateral AgentAccount. On the Purchase Contract Settlement Date, the Collateral Agent shall instruct the Securities Intermediary to apply that a portion of the Proceeds from such remarketing equal to (i) the aggregate Stated Amount, plus such accrued and unpaid distributions (including deferred distributions) liquidation amount of the Preferred Securities or aggregate principal amount of such Pledged Preferred Securities, Senior Deferrable Note to satisfy in full the such Holder's obligations of such Holders of Income PRIDES to pay the Purchase Price to purchase the shares of Common Stock under the related Purchase Contracts, and (ii) to the number of Preferred Securities or Pledged Senior Deferrable Notes remarketed by the Remarketing Agent multiplied by .0625 to pay the Remarketing Agent for its services in connection with the remarketing. The remaining portion balance of such Proceedsthe Proceeds from the remarketing, if any, shall be distributed by the Collateral Agent transferred to the Purchase Contract Agent for payment the benefit of such Holder for distribution to the Holderssuch Holder. If the Remarketing Agent advises the Collateral Agent in writing that it cannot remarket the related Pledged Preferred Securities of such Holders of Income PRIDES at there has been a price not less than 100% of the aggregate Stated Amount of such Pledged Preferred Securities plus any accrued and unpaid distributions (including deferred distributions)Failed Remarketing, thus resulting in a Failed Remarketing and an event of default under the Purchase Contract Agreement and hereunder, the Collateral Agent, for the benefit of the Company willshall, at the written direction of the Company, retain or dispose of the Pledged Preferred Securities or Pledged Senior Deferrable Notes in accordance with applicable law and satisfy in full, from any such disposition or retentiondisposition, such Holder's obligation obligations to pay the Purchase Price for the shares of Common Stock.

Application of Proceeds Settlement. (a) In the event a Holder of Income PRIDES (if a Tax Event Redemption Corporate Units, unless the Applicable Ownership Interests in the Treasury Portfolio has not occurred) replaced the Applicable Ownership Interests in Debentures, has not elected to make an effective Cash Settlement by notifying the Purchase Contract Agent in the manner provided for in paragraph Section 5.4(a)(i) in of the Purchase Contract Agreement or has not made an Early Settlement or a Fundamental Change Early Settlement of the Purchase Contract(s) Contracts underlying its Income PRIDESCorporate Units, such Holder shall be deemed to have elected consented to the disposition of the Debentures underlying the Pledged Applicable Ownership Interests in Debentures pursuant to the Remarketing as described in Section 5.4(a) of the Purchase Contract Agreement in order to pay for the shares of Common Stock to be issued under such Purchase Contract(s) from the Proceeds of the related Pledged Preferred SecuritiesContract. The Collateral Agent shall, shall by 10:00 a.m., New York City time, on the fourth sixth Business Day immediately preceding the Purchase Contract Settlement Date, without any instruction from such Holder of Income PRIDESCorporate Units, present the related Debentures underlying the Pledged Preferred Securities Applicable Ownership Interests in Debentures to the Remarketing Agent for remarketing. Upon receiving such Pledged Preferred SecuritiesDebentures, the Remarketing Agent, pursuant to the terms of the Remarketing Agreement and the Remarketing Underwriting Agreement, will use its commercially reasonable efforts to remarket such Debentures underlying the Pledged Preferred Securities Applicable Ownership Interests in Debentures on such date at a price not less equal to or greater than approximately 100.5100% of the aggregate Stated Amount Value of such Pledged Preferred Securities, Applicable Ownership Interests in Debentures plus accrued and unpaid distributions (including deferred distributions), if any, thereonthe applicable Remarketing Fee. After deducting as The Remarketing Agent may deduct the Remarketing Fee an amount not exceeding 25 basis points (.25%) from any portion of the aggregate Stated Amount proceeds from the Remarketing of the Pledged Preferred Securities from any amount of such Proceeds Debentures that is in excess of the aggregate Stated Amount, plus such accrued and unpaid distributions (including deferred distributions) sum of 100% of the remarketed aggregate Value of such Pledged Preferred SecuritiesApplicable Ownership Interests in Debentures and the aggregate Separate Debentures Purchase Price. Upon a Successful Remarketing and after deducting the Remarketing Fee from such Proceeds, the Remarketing Agent will remit the entire amount remaining portion of the Proceeds of a Successful Remarketing related to such remarketing Applicable Ownership Interest in Debentures to the Collateral Agent. On the Purchase Contract Settlement Date, the Collateral Agent shall apply that portion of the Proceeds from such remarketing Remarketing equal to the aggregate Stated Amount, plus such accrued and unpaid distributions (including deferred distributions) Value of such the Pledged Preferred Securities, Applicable Ownership Interests in Debentures to satisfy in full the obligations of such Holders of Income PRIDES Corporate Units to pay the Purchase Price to purchase for the Common Stock under the related Purchase Contracts. The remaining portion of such Proceeds, if any, shall be distributed by the Collateral Agent to the Purchase Contract Agent for payment to the Holders. If the Remarketing Agent advises the Collateral Agent in writing that it cannot remarket the related Pledged Preferred Securities Applicable Ownership Interests in Debentures of such Holders of Income PRIDES Corporate Units at a price not less than 100% of the aggregate Stated Amount Value of such Pledged Preferred Securities plus any accrued and unpaid distributions (including deferred distributions)Applicable Ownership Interests in Debentures, or if the Remarketing does not occur because a condition precedent to such Remarketing has not been fulfilled, thus resulting in a Failed Remarketing and an event of default under the Purchase Contract Agreement and hereunderRemarketing, the Collateral AgentAgent will, for the benefit of the Company willCompany, at the written direction of the Company, retain or dispose of the Pledged Preferred Securities Applicable Ownership Interests in Debentures in accordance with applicable law and satisfy in full, from any such disposition or retention, such Holder's ’s obligation to pay the Purchase Price for the Common StockStock under the related Purchase Contracts.

Application of Proceeds Settlement. (a) In the event a Holder of Income PRIDES Corporate Units (if unless a Tax Event Redemption or a Successful Initial Remarketing has not occurred) has not elected to make an effective Cash Settlement by notifying the Purchase Contract Agent (with a copy to the Collateral Agent) in the manner provided for in paragraph 5.4(a)(i) in the Purchase Contract Agreement or and has not made an Early Settlement of the Purchase Contract(s) Contracts underlying its Income PRIDESCorporate Units, such Holder shall be deemed to have irrevocably elected to pay for the shares of Common Stock to be issued under such Purchase Contract(s) Contracts from the Proceeds of the related Pledged Preferred SecuritiesSenior Notes. The Collateral Agent shall, by 10:00 11:00 a.m., New York City time, on the fourth Business Day immediately preceding the Purchase Contract Settlement Date, without any instruction from such Holder of Income PRIDESCorporate Units, present the related Pledged Preferred Securities Senior Notes to the Remarketing Agent for remarketing. Upon receiving such Pledged Preferred SecuritiesSenior Notes, the Remarketing Agent, pursuant to the terms of the Remarketing Agreement and the Supplemental Remarketing Underwriting Agreement, will use its reasonable efforts to remarket such Pledged Preferred Securities Senior Notes on such date the Secondary Remarketing Date at a price of approximately 100.5% (but not less than approximately 100.5% 100%) of the aggregate Stated Amount Value of such Pledged Preferred Securities, plus accrued and unpaid distributions (including deferred distributions), if any, thereonSenior Notes. After deducting as the Remarketing Fee an amount not exceeding 25 basis points (.25%) of the aggregate Stated Amount Value of the remarketed Pledged Preferred Securities Senior Notes from any amount of such Proceeds in excess of the aggregate Stated Amount, plus such accrued and unpaid distributions (including deferred distributions) Value of the remarketed Pledged Preferred SecuritiesSenior Notes, the Remarketing Agent will remit the entire amount of the Proceeds of such remarketing to the Collateral Agent. On the Purchase Contract Settlement Date, the Collateral Agent shall apply that portion of the Proceeds from such remarketing equal to the aggregate Stated Amount, plus such accrued and unpaid distributions (including deferred distributions) Value of such remarketed Pledged Preferred Securities, Senior Notes to satisfy in full the obligations of such Holders of Income PRIDES Corporate Units to pay the Purchase Price to purchase the Common Stock under the related Purchase Contracts. The remaining portion of such Proceeds, if any, shall be distributed remitted by the Collateral Agent to the Purchase Contract Agent for payment to the Holders. If the Remarketing Agent advises the Collateral Agent in writing that it cannot remarket the related Pledged Preferred Securities Senior Notes of such Holders of Income PRIDES Corporate Units at a price not less than 100% of the aggregate Stated Amount Value of such Pledged Preferred Securities plus any accrued and unpaid distributions (including deferred distributions)Senior Notes or if the remarketing shall not have occurred because a condition precedent to the remarketing shall not have been fulfilled, thus resulting in a Failed Secondary Remarketing and an event of default under the Purchase Contract Agreement and hereunder, the Collateral Agent, for the benefit of the Company will, at the written direction of the Company, retain or dispose of the Pledged Preferred Securities Senior Notes in accordance with applicable law and satisfy in full, from any such disposition or retention, retention shall be deemed to be satisfaction in full of any such Holder's obligation to pay the Purchase Price for the Common Stock.

Application of Proceeds Settlement. (a) In the event a Holder ----------------------------------- of Income PRIDES Corporate Units (if unless a Tax Event Redemption or a Successful Initial Remarketing, Successful Second Remarketing or Successful Third Remarketing has not occurred) has not elected to make an effective Cash Settlement by notifying the Purchase Contract Agent (with a copy to the Collateral Agent) in the manner provided for in paragraph 5.4(a)(i) in the Purchase Contract Agreement (or has elected to make a Cash Settlement but has not paid the Purchase Price in the manner required by Section 5.4(a)(ii) of the Purchase Contract Agreement) and has not made an Early Settlement of the Purchase Contract(s) Contracts underlying its Income PRIDESCorporate Units, such Holder shall be deemed to have irrevocably elected to pay for the shares of Common Stock to be issued under such Purchase Contract(s) Contracts from the Proceeds of the related Pledged Preferred SecuritiesSenior Notes. The Collateral Agent shall, by 10:00 11:00 a.m., New York City time, on the fourth Business Day immediately preceding the Purchase Contract Settlement Date, without any instruction from such Holder of Income PRIDESCorporate Units, present the related Pledged Preferred Securities Senior Notes to the Remarketing Agent for remarketing. Upon receiving such Pledged Preferred SecuritiesSenior Notes, the Remarketing Agent, pursuant to the terms of the Remarketing Agreement and the Supplemental Remarketing Underwriting Agreement, will use its reasonable efforts to remarket such Pledged Preferred Securities Senior Notes on such date the Final Remarketing Date at a price of approximately 100.5% (but not less than approximately 100.5% 100%) of the aggregate Stated Amount Value of such Pledged Preferred Securities, plus accrued and unpaid distributions (including deferred distributions), if any, thereonSenior Notes. After deducting as the Remarketing Fee an amount not exceeding 25 basis points (.25%) of the aggregate Stated Amount Value of the remarketed Pledged Preferred Securities Senior Notes from any amount of such Proceeds in excess of the aggregate Stated Amount, plus such accrued and unpaid distributions (including deferred distributions) Value of the remarketed Pledged Preferred SecuritiesSenior Notes, the Remarketing Agent will remit the entire amount of the Proceeds of such remarketing to the Collateral Agent. On the Purchase Contract Settlement Date, the Collateral Agent shall apply that portion of the Proceeds from such remarketing equal to the aggregate Stated Amount, plus such accrued and unpaid distributions (including deferred distributions) Value of such remarketed Pledged Preferred Securities, Senior Notes to satisfy in full the obligations of such Holders of Income PRIDES Corporate Units to pay the Purchase Price to purchase the Common Stock under the related Purchase Contracts. The remaining portion of such Proceeds, if any, shall be distributed remitted by the Collateral Agent to the Purchase Contract Agent for payment to the Holders. If the Remarketing Agent advises the Collateral Agent in writing that it cannot remarket the related Pledged Preferred Securities Senior Notes of such Holders of Income PRIDES Corporate Units at a price not less than 100% of the aggregate Stated Amount Value of such Pledged Preferred Securities plus any accrued and unpaid distributions (including deferred distributions)Senior Notes or if the remarketing shall not have occurred because a condition precedent to the remarketing shall not have been fulfilled, thus resulting in a Failed Final Remarketing and an event of default under the Purchase Contract Agreement and hereunder, the Collateral Agent, for the benefit of the Company will, at the written direction of the Company, retain or dispose of the Pledged Preferred Securities Senior Notes in accordance with applicable law and satisfy in full, from any such disposition or retention, retention shall be deemed to be satisfaction in full of any such Holder's obligation to pay the Purchase Price for the Common Stock.

Application of Proceeds Settlement. (a) In accordance with Section 5.4 of the Purchase Contract Agreement, a Holder of Income PRIDES who does not make an effective Cash Settlement or any Early Settlement of the Purchase Contract(s) shall be deemed to have instructed the Purchase Contract Agent, without any further instruction from the Holder of the Income PRIDES: (a) to the extent that the Debentures continue to remain the assets of the Trust, to direct the Institutional Trustee to exercise its right as a holder of Debentures to put the Debentures to the Company on the Purchase Contract Settlement Date in accordance with Section 2.8(2) of the Indenture or (b) to the extent that the Collateral Agent has become the holder of the Debentures (as a result of the termination of the Trust or otherwise), to exercise the Collateral Agent's right as a holder of Debentures to put the Debentures to the Company on the Purchase Contract Settlement Date in accordance with Section 2.8.(2) of the Indenture. As provided in Section 5.4 of the Purchase Contract Agreement, the consideration received from the Company with respect to the put of the Debentures shall be considered to be Proceeds of the Preferred Securities and as such will be paid to the Collateral Agent as secured party with respect to the Preferred Securities. The Collateral Agent shall pay or deliver any certified or cashiers' checks received in an aggregate amount equal to the Purchase Price to the Company on the Purchase Contract Settlement Date, and such amount shall be applied by the Company to the Purchase Price for the Purchase Contracts. Any excess funds shall be distributed by the Collateral Agent to the Purchase Contract Agent for payment to the relevant Holders. (b) In the event a Holder of Income Growth PRIDES (if a Tax Event Redemption has not occurred) has not elected to make made an effective Cash Settlement by notifying the Purchase Contract Agent in the manner provided for in paragraph 5.4(a)(i) in the Purchase Contract Agreement or has not made an Early Settlement of the Purchase Contract(s) underlying forming a part of its Income Growth PRIDES, such Holder shall be deemed to have elected to pay for the shares of Common Stock to be issued under such Purchase Contract(s) from the Proceeds of the related relat- 15 ed Pledged Preferred Treasury Securities. The Collateral Agent shall, by 10:00 a.m., New York City time, on On the fourth Business Day immediately preceding the Purchase Contract Settlement Date, without the Collateral Agent shall, at the written direction of the Purchase Contract Agent, invest the Cash Proceeds received by the Collateral Agent from the matured Pledged Treasury Securities in overnight Permitted Investments. Without receiving any instruction from such the Holder of Income Growth PRIDES, present the related Pledged Preferred Securities to the Remarketing Agent for remarketing. Upon receiving such Pledged Preferred Securities, the Remarketing Agent, pursuant to the terms of the Remarketing Agreement and the Remarketing Underwriting Agreement, will use its reasonable efforts to remarket such Pledged Preferred Securities on such date at a price not less than approximately 100.5% of the aggregate Stated Amount of such Pledged Preferred Securities, plus accrued and unpaid distributions (including deferred distributions), if any, thereon. After deducting as the Remarketing Fee an amount not exceeding 25 basis points (.25%) of the aggregate Stated Amount of the Pledged Preferred Securities from any amount of such Proceeds in excess of the aggregate Stated Amount, plus such accrued and unpaid distributions (including deferred distributions) of the remarketed Pledged Preferred Securities, the Remarketing Agent will remit the entire amount of the Proceeds of such remarketing to the Collateral Agent. On the Purchase Contract Settlement Date, the Collateral Agent shall apply that portion the Proceeds of such investment to the settlement of such Purchase Contracts on the Purchase Contract Settlement Date. In the event the sum of the Proceeds from the related Pledged Treasury Securities and the investment earnings from the investment of such remarketing equal to Proceeds in overnight Permitted Investments is in excess of the aggregate Stated Amount, plus such accrued and unpaid distributions (including deferred distributions) Purchase Price of such Pledged Preferred Securities, to satisfy in full the obligations of such Holders of Income PRIDES to pay the Purchase Price to purchase the Common Stock under the related Purchase Contracts. The remaining portion of such ProceedsContracts being settled thereby, if any, shall be distributed by the Collateral Agent shall distribute such excess, when received, to the Purchase Contract Agent for payment to the Holders. If the Remarketing Agent advises the Collateral Agent in writing that it cannot remarket Holders of the related Pledged Preferred Securities of such Holders of Income PRIDES at a price not less than 100% of the aggregate Stated Amount of such Pledged Preferred Securities plus any accrued and unpaid distributions (including deferred distributions), thus resulting in a Failed Remarketing and an event of default under the Purchase Contract Agreement and hereunder, the Collateral Agent, for the benefit of the Company will, at the written direction of the Company, retain or dispose of the Pledged Preferred Securities in accordance with applicable law and satisfy in full, from any such disposition or retention, such Holder's obligation to pay the Purchase Price for the Common StockContracts. Section 5.

Application of Proceeds Settlement. (a) In the event a Holder of Income PRIDES Corporate Units (if unless a Tax Event Redemption Redemption, a Successful Initial Remarketing or a Successful Secondary Remarketing has not occurred) has not elected to make an effective Cash Settlement by notifying the Purchase Contract Agent (with a copy to the Collateral Agent) in the manner provided for in paragraph 5.4(a)(iSection 5.5(a)(i) in the Purchase Contract Agreement or and has not made an Early Settlement of the Purchase Contract(s) Contracts underlying its Income PRIDESCorporate Units, such Holder shall be deemed to have elected to pay for the shares of Common Stock to be issued under such Purchase Contract(s) Contracts from the Proceeds of the related Pledged Preferred SecuritiesNotes. The Collateral Agent shall, by 10:00 a.m., New York City time, on the fourth Business Day immediately preceding the Purchase Contract Settlement Date, without any instruction from such Holder of Income PRIDESCorporate Units, present the related Pledged Preferred Securities Notes to the Remarketing Agent for remarketing. Upon receiving such Pledged Preferred SecuritiesNotes, the Remarketing Agent, pursuant to the terms of the Remarketing Agreement and the Supplemental Remarketing Underwriting AgreementAgreement (if any), will use its reasonable best efforts to remarket such Pledged Preferred Securities Notes on such date the Final Remarketing Date at a price not less than approximately of 100.5% of the aggregate Stated Amount Value of such Pledged Preferred SecuritiesNotes, plus accrued and unpaid distributions (including deferred distributions), if any, thereonprovided that such remarketing will not be considered to have failed so long as the Remarketing Agent obtains at least 100% of the aggregate principal amount of such Pledged Notes on the Final Remarketing Date. After deducting as the Remarketing Fee an amount not exceeding 25 basis points (.250.25%) of the aggregate Stated Amount Value of the remarketed Pledged Preferred Securities Notes from any amount of such Proceeds in excess of the aggregate Stated Amount, plus such accrued and unpaid distributions (including deferred distributions) Value of the remarketed Pledged Preferred SecuritiesNotes, the Remarketing Agent will remit the entire amount of the Proceeds of such remarketing to the Collateral Agent. On the Purchase Contract Settlement Date, the Collateral Agent shall apply remit to the Company that portion of the Proceeds from such remarketing equal to the aggregate Stated Amount, plus such accrued and unpaid distributions (including deferred distributions) Value of such remarketed Pledged Preferred Securities, Notes to satisfy in full the obligations of such Holders of Income PRIDES Corporate Units to pay the Purchase Price to purchase the shares of Common Stock under the related Purchase Contracts. The remaining portion of such Proceeds, if any, shall be distributed remitted by the Collateral Agent to the Purchase Contract Agent for payment to the Holderssuch Holders of Corporate Units. If the Remarketing Agent advises the Collateral Agent in writing that it cannot remarket the related Pledged Preferred Securities Notes of such Holders of Income PRIDES Corporate Units at a price not less than 100% of the aggregate Stated Amount Value of such Pledged Preferred Securities plus any accrued and unpaid distributions (including deferred distributions)Notes or if the remarketing shall not have occurred because a condition precedent to the remarketing shall not have been fulfilled, thus resulting in a Failed Final Remarketing and an event of default under the Purchase Contract Agreement and hereunder, the Collateral Agent, for the benefit of the Company will, at the written direction of the Company, retain or dispose of the Pledged Preferred Securities Notes in accordance with applicable law and satisfy in full, from any such disposition or retention, such Holder's obligation to pay the Purchase Price for the shares of Common StockStock under the related Purchase Contracts.

Application of Proceeds Settlement. (a) In the event a Holder of Income PRIDES (if Corporate Units, unless a Tax Event Redemption Treasury Portfolio has not occurred) replaced the Debt Securities, has not elected to make an effective Cash Settlement by notifying the Purchase Contract Agent in the manner provided for in paragraph Section 5.4(a)(i) in of the Purchase Contract Agreement or has not made an Early Settlement of the Purchase Contract(s) Contracts underlying its Income PRIDESCorporate Units, such Holder shall be deemed to have elected to pay for the shares of Common Stock to be issued under such Purchase Contract(s) Contracts from the Proceeds of the related Pledged Preferred Debt Securities. The Collateral Agent shall, shall by 10:00 a.m., New York City time, on the fourth Business Day immediately preceding the Purchase Contract Settlement Date, without any instruction from such Holder of Income PRIDESCorporate Units, present the related Pledged Preferred Debt Securities to the Remarketing Agent for remarketing. Upon receiving such Pledged Preferred Debt Securities, the Remarketing Agent, pursuant to the terms of the Remarketing Agreement and the Remarketing Underwriting Agreement, will use its reasonable efforts to remarket such Pledged Preferred Debt Securities on such date at a price of approximately 100.5% (but not less than approximately 100.5% 100%) of the aggregate Stated Amount Value of such Pledged Preferred Debt Securities, plus accrued and unpaid distributions (including deferred distributions)interest, if any, thereon. After deducting as the Remarketing Fee an amount not exceeding 25 basis points (.25%) of the aggregate Stated Amount Value of the Pledged Preferred Debt Securities from any amount of such Proceeds in excess of the sum of (i) the aggregate Stated AmountValue of such Debt Securities, plus (ii) such accrued and unpaid distributions (including deferred distributions) of interest on the remarketed Pledged Preferred Debt Securities, the Remarketing Agent will remit the entire amount of the Proceeds of such a successful remarketing to the Collateral Agent. On the Purchase Contract Settlement Date, the Collateral Agent shall apply that portion of the Proceeds from such remarketing equal to the aggregate Stated Amount, plus such accrued and unpaid distributions (including deferred distributions) Value of such the Pledged Preferred Debt Securities, to satisfy in full the obligations of such Holders of Income PRIDES Corporate Units to pay the Purchase Price to purchase the Common Stock under the related Purchase Contracts. The remaining portion of such Proceeds, if any, shall be distributed by the Collateral Agent to the Purchase Contract Agent for payment to the Holders. If the Remarketing Agent advises the Collateral Agent in writing that it cannot remarket the related Pledged Preferred Debt Securities of such Holders of Income PRIDES Corporate Units at a price not less than 100% of the aggregate Stated Amount Value of such Pledged Preferred Debt Securities plus any accrued and unpaid distributions (including deferred distributions)interest, or if the remarketing does not occur because a condition precedent to it has not been fulfilled, thus resulting in a Failed Remarketing and an event of default under the Purchase Contract Agreement and hereunderRemarketing, the Collateral AgentAgent will, for the benefit of the Company willCompany, at the written direction of the Company, retain or dispose of the Pledged Preferred Debt Securities in accordance with applicable law and satisfy in full, from any such disposition or retention, such Holder's obligation to pay the Purchase Price for the Common StockStock under the related Purchase Contracts.

Application of Proceeds Settlement. (a) In the event If a Holder of Income PRIDES Corporate PIES (if a Tax Event Redemption has not occurredoccurred and the Trust Preferred Securities or Debentures or security entitlements to either of them are a component of the Corporate PIES) has not elected to make an effective Cash Settlement by notifying the Purchase Contract Agent in the manner provided for in paragraph Section 5.4(a)(i) in the Purchase Contract Agreement Agreement, or has not made an Early Settlement of given such notice but failed to deliver the required cash prior to 11:00 A.M., New York City time, on the fifth Business Day immediately preceding the Purchase Contract(s) underlying its Income PRIDESContract Settlement Date, such Holder shall be deemed to have elected to pay for the shares of Common Stock to be issued under such Purchase Contract(s) from the Proceeds of the related Pledged Preferred SecuritiesSecurities or Pledged Debentures. The In such event, the Collateral Agent shall, by 10:00 a.m., New York City time, on shall instruct the fourth Business Day immediately preceding the Purchase Contract Settlement Date, without any instruction from such Holder of Income PRIDES, present Securities Intermediary to Transfer the related Pledged Preferred Securities or Pledged Debentures to the Remarketing Agent for remarketing. Upon receiving such Pledged Preferred SecuritiesSecurities or Pledged Debentures, the Remarketing Agent, pursuant to the terms of the Remarketing Agreement and the Remarketing Underwriting Agreement, will use its reasonable efforts to remarket such Pledged Preferred Securities or Pledged Debentures on such date at a price not less than approximately 100.5of 100% of the aggregate Stated Amount liquidation amount of such Pledged Preferred Securities, plus accrued and unpaid distributions (including deferred distributions), if any, thereon. After deducting as the Remarketing Fee an amount not exceeding 25 basis points (.25%) of the Securities or aggregate Stated Amount of the Pledged Preferred Securities from any principal amount of such Proceeds in excess of Pledged Debentures, as the aggregate Stated Amount, plus such accrued and unpaid distributions (including deferred distributions) of the remarketed Pledged Preferred Securities, the case may be. The Remarketing Agent will remit deposit the entire amount of the Proceeds of such remarketing to in the Collateral AgentAccount. On the Purchase Contract Settlement Date, the Collateral Agent shall instruct the Securities Intermediary to apply that portion of the Proceeds from such remarketing equal to the aggregate Stated Amount, plus such accrued and unpaid distributions (including deferred distributions) liquidation amount of such Pledged Preferred SecuritiesSecurities or aggregate principal amount of such Pledged Debentures, as the case may be, to satisfy in full the obligations of such Holders of Income PRIDES Corporate PIES to pay the Purchase Price to purchase the Common Stock under the related Purchase Contracts. The remaining portion of such Proceeds, if any, shall be distributed by the Collateral Agent to the Purchase Contract Agent for payment to the Holders. If the Remarketing Agent advises the Collateral Agent in writing that it cannot remarket the related Pledged Preferred Securities or Pledged Debentures, as the case may be, of such Holders of Income PRIDES Corporate PIES at a price not less than equal to 100% of the aggregate Stated Amount liquidation amount of such Pledged Preferred Securities plus any accrued and unpaid distributions (including deferred distributions)or aggregate principal amount of such Pledged Debentures, thus resulting in a Failed Remarketing and an event of default under the Purchase Contract Agreement and hereunder, the Collateral Agent, for the benefit of the Company willshall, at the written direction of the Company, retain or dispose of the Pledged Preferred Securities or Pledged Debentures, as the case may be, in accordance with applicable law and satisfy in full, from any such disposition or retentiondisposition, such Holder's Holders' obligation to pay the Purchase Price for the Common Stock.

Application of Proceeds Settlement. (a) In the event If a Holder of Income PRIDES (if a Tax Event Redemption has not occurred) SPC Units has not elected to make an effective Cash Settlement by notifying the Purchase Contract Agent in the manner provided for in paragraph Section 5.4(a)(i) in the Purchase Contract Agreement Agreement, or has not made an Early Settlement of given such notice but failed to deliver the required cash prior to 11:00 A.M. (New York City time) on the fifth Business Day immediately preceding the Purchase Contract(s) underlying its Income PRIDESContract Settlement Date, such Holder shall be deemed to have elected to pay for the shares of Common Stock to be issued under such Purchase Contract(s) Contracts from the Proceeds of the related Pledged Preferred SecuritiesNotes. The In such event, the Collateral Agent shall, by 10:00 a.m., New York City time, on shall instruct the fourth Business Day immediately preceding the Purchase Contract Settlement Date, without any instruction from such Holder of Income PRIDES, present Securities Intermediary to Transfer the related Pledged Preferred Securities Notes to the Remarketing Agent for remarketing. Upon receiving such Pledged Preferred SecuritiesNotes, the Remarketing Agent, pursuant to the terms of the Remarketing Agreement and the Remarketing Underwriting Agreement, will use its reasonable efforts to remarket such Pledged Preferred Securities Notes on such date at a price not less than approximately 100.5% of the aggregate Stated Amount of such Pledged Preferred Securities, plus accrued and unpaid distributions (including deferred distributions), if any, thereondate. After deducting as the Remarketing Fee an amount not exceeding 25 basis points (.25%) of the aggregate Stated Amount of the Pledged Preferred Securities from any amount of such Proceeds in excess of the aggregate Stated Amount, plus such accrued and unpaid distributions (including deferred distributions) of the remarketed Pledged Preferred Securities, the The Remarketing Agent will remit deposit the entire amount of the Proceeds of such remarketing to in the Collateral AgentAccount. On the Purchase Contract Settlement Date, the Collateral Agent shall instruct the Securities Intermediary to apply that a portion of the Proceeds from such remarketing equal to the aggregate Stated Amount, plus such accrued and unpaid distributions (including deferred distributions) principal amount of such Pledged Preferred Securities, Notes to satisfy in full the such Holder's obligations of such Holders of Income PRIDES to pay the Purchase Price to purchase the shares of Common Stock under the related Purchase Contracts. The remaining Collateral Agent shall also instruct the Securities Intermediary to apply a portion of the Proceeds of such Proceedsremarketing equal to $[.1250] per Pledged Note to pay the Remarketing Agent for its services rendered in connection with the remarketing. The balance of the Proceeds from such remarketing, if any, shall be distributed by the Collateral Agent transferred to the Purchase Contract Agent for payment the benefit of such Holder for distribution to the Holderssuch Holder. If the Remarketing Agent advises the Collateral Agent in writing that it cannot remarket the related Pledged Preferred Securities of such Holders of Income PRIDES at there has been a price not less than 100% of the aggregate Stated Amount of such Pledged Preferred Securities plus any accrued and unpaid distributions (including deferred distributions)Failed Remarketing, thus resulting in a Failed Remarketing and an event of default under the Purchase Contract Agreement and hereunder, the Collateral Agent, for the benefit of the Company willshall, at the written direction of the Company, retain or dispose of the Pledged Preferred Securities Notes in accordance with applicable law and satisfy in full, from any such disposition or retentiondisposition, such Holder's obligation obligations to pay the Purchase Price for the Common Stock.shares of PP&L Resources, Inc.

Application of Proceeds Settlement. (a) In the event a Holder of Income PRIDES Type A Securities (if a Tax Event Redemption has not occurred) has not elected to make an effective Cash Settlement by notifying the Purchase Contract Agent in the manner provided for in paragraph 5.4(a)(i) in the Purchase Contract Agreement or has not made an Early Settlement of the Purchase Contract(s) underlying its Income PRIDESType A Securities, such Holder shall be deemed to have elected to pay for the shares of Common Stock to be issued under such Purchase Contract(s) from the Proceeds of the related Pledged Preferred Debt Securities. The Collateral Agent shall, by 10:00 a.m., New York City time, on the fourth Business Day immediately preceding the Purchase Contract Settlement Date, without any instruction from such Holder of Income PRIDESType A Securities, present the related Pledged Preferred Debt Securities to the Remarketing Agent for remarketing. Upon receiving such Pledged Preferred Debt Securities, the Remarketing Agent, pursuant to the terms of the Remarketing Agreement and the Remarketing Underwriting Agreement, will use its reasonable efforts to remarket such Pledged Preferred Debt Securities on such date at a price not less than approximately 100.5% of the aggregate Stated Amount Value of such Pledged Preferred Debt Securities, plus accrued and unpaid distributions (including deferred distributions), if any, thereon. After deducting as the Remarketing Fee an amount not exceeding 25 basis points (.25%) of the aggregate Stated Amount Value of the Pledged Preferred Debt Securities from any amount of such Proceeds in excess of the aggregate Stated AmountValue, plus such accrued and unpaid distributions (including deferred distributions) of the remarketed Pledged Preferred Debt Securities, the Remarketing Agent will remit the entire amount of the Proceeds of such remarketing to the Collateral Agent. On the Purchase Contract Settlement Date, the Collateral Agent shall apply that portion of the Proceeds from such remarketing equal to the aggregate Stated AmountValue, plus such accrued and unpaid distributions (including deferred distributions) of such Pledged Preferred Debt Securities, to satisfy in full the obligations of such Holders of Income PRIDES Type A Securities to pay the Purchase Price to purchase the Common Stock under the related Purchase Contracts. The remaining portion of such Proceeds, if any, shall be distributed by the Collateral Agent to the Purchase Contract Agent for payment to the Holders. If the Remarketing Agent advises the Collateral Agent in writing that it cannot remarket the related Pledged Preferred Debt Securities of such Holders of Income PRIDES Type A Securities at a price not less than 100% of the aggregate Stated Amount Value of such Pledged Preferred Debt Securities plus any accrued and unpaid distributions (including deferred distributions), thus resulting in a Failed Remarketing and an event of default under the Purchase Contract Agreement and hereunder, the Collateral Agent, for the benefit of the Company will, at the written direction of the Company, retain or dispose of the Pledged Preferred Debt Securities in accordance with applicable law and satisfy in full, from any such disposition or retention, such Holder's obligation to pay the Purchase Price for the Common Stock.

Application of Proceeds Settlement. (a) In the event a Holder of Income PRIDES (if unless a Tax Event Redemption or a Successful Initial Remarketing has not occurred) has not elected to make an effective Cash Settlement by notifying the Purchase Contract Agent in the manner provided for in paragraph 5.4(a)(i5.3(a)(i) in the Purchase Contract Agreement or has not made an Early Settlement of the Purchase Contract(s) underlying its Income PRIDES, such Holder shall be deemed to have elected to pay for the shares of Common Stock to be issued under such Purchase Contract(s) from the Proceeds of the related Pledged Preferred SecuritiesSenior Notes. The Collateral Agent shall, by 10:00 a.m., New York City time, on the fourth Business Day immediately preceding the Purchase Contract Settlement Date, without any instruction from such Holder of Income PRIDES, present the related Pledged Preferred Securities Senior Notes to the Remarketing Agent for remarketing. Upon receiving such Pledged Preferred SecuritiesSenior Notes, the Remarketing Agent, pursuant to the terms of the Remarketing Agreement and the Supplemental Remarketing Underwriting Agreement, will use its reasonable efforts to remarket such Pledged Preferred Securities Senior Notes on such date at a price not less than approximately 100.5100.25% of the aggregate Stated Amount Value of such Pledged Preferred SecuritiesSenior Notes, plus (i) accrued and unpaid distributions (including deferred distributions)interest, if any, thereonthereon and (ii) the applicable Remarketing Fee. After deducting as the Remarketing Fee an amount not exceeding 25 basis points (.25%) of the aggregate Stated Amount of the Pledged Preferred Securities from any amount of such Proceeds in excess of the aggregate Stated AmountValue, plus such accrued and unpaid distributions (including deferred distributions) of interest on the remarketed Pledged Preferred SecuritiesSenior Notes, the Remarketing Agent will remit the entire amount of the Proceeds of such remarketing to the Collateral Agent. On the Purchase Contract Settlement Date, the Collateral Agent shall apply that portion of the Proceeds from such remarketing equal to the aggregate Stated AmountValue, plus such accrued and unpaid distributions (including deferred distributions) of interest on such Pledged Preferred SecuritiesSenior Notes, to satisfy in full the obligations of such Holders of Income PRIDES to pay the Purchase Price to purchase the Common Stock under the related Purchase Contracts. The remaining portion of such Proceeds, if any, shall be distributed by the Collateral Agent to the Purchase Contract Agent for payment to the Holders. If the Remarketing Agent advises the Collateral Agent in writing that it cannot remarket the related Pledged Preferred Securities Senior Notes of such Holders of Income PRIDES at a price not less than 100% of the aggregate Stated Amount Value of such Pledged Preferred Securities Senior Notes plus any accrued and unpaid distributions (including deferred distributions)interest, thus resulting in a Failed Final Remarketing and an event of default under the Purchase Contract Agreement and hereunder, the Collateral Agent, for the benefit of the Company will, at the written direction of the Company, retain or dispose of the Pledged Preferred Securities Senior Notes in accordance with applicable law and satisfy in full, from any such disposition or retention, such Holder's ’s obligation to pay the Purchase Price for the Common Stock.

Application of Proceeds Settlement. (a) In accordance with Section 5.4 of the event Purchase Contract Agreement, a Holder holder of Income PRIDES (if a Tax Event Redemption has who does not occurred) has not elected to make an effective Cash Settlement by notifying the Purchase Contract Agent in the manner provided for in paragraph 5.4(a)(i) in the Purchase Contract Agreement or has not made an any Early Settlement of the Purchase Contract(s) underlying its Income PRIDES, such Holder shall be deemed to have elected instructed the Purchase Contract Agent, without any further instruction from the Holder of the Income PRIDES: (a) to pay for the shares extent that the Trust is still the holder of Common Stock the Debentures, to direct the Institutional Trustee to exercise the Trust's right as a holder to put the Debentures to the Company on the Purchase Contract Settlement Date in accordance with Section 2.8(b) of the Indenture or (b) to the extent that the Purchase Contract Agent has become the holder of the Debentures (as a result of the termination of the Trust or otherwise), to exercise the Purchase Contract Agent's right as a holder to put the Debentures to the Company on the Purchase Contract Settlement Date in accordance with Section 2.8.(b) of the Indenture. As provided in Section 5.4 of the Purchase Contract Agreement, the consideration received with respect to the put of the Debentures shall be considered to be issued under such Purchase Contract(s) from the Proceeds proceeds of the related Pledged Preferred SecuritiesSecurities and as such will be paid to the Collateral Agent as secured party with respect to the Preferred Securities and, at the written direction of the Purchase Contract Agent, shall be invested in overnight Permitted Investments. The Collateral Agent shall, by 10:00 a.m., New York City time, shall automatically pay an amount equal to the Purchase Price to the Company on the fourth Business Day immediately preceding the Purchase Contract Settlement Date, without any instruction from Date and such Holder of Income PRIDES, present amount shall be applied by the related Pledged Preferred Securities Company to the Remarketing Agent for remarketing. Upon receiving such Pledged Preferred Securities, the Remarketing Agent, pursuant to the terms of the Remarketing Agreement and the Remarketing Underwriting Agreement, will use its reasonable efforts to remarket such Pledged Preferred Securities on such date at a price not less than approximately 100.5% of the aggregate Stated Amount of such Pledged Preferred Securities, plus accrued and unpaid distributions (including deferred distributions), if any, thereon. After deducting as the Remarketing Fee an amount not exceeding 25 basis points (.25%) of the aggregate Stated Amount of the Pledged Preferred Securities from any amount of such Proceeds in excess of the aggregate Stated Amount, plus such accrued and unpaid distributions (including deferred distributions) of the remarketed Pledged Preferred Securities, the Remarketing Agent will remit the entire amount of the Proceeds of such remarketing to the Collateral Agent. On the Purchase Contract Settlement Date, the Collateral Agent shall apply that portion of the Proceeds from such remarketing equal to the aggregate Stated Amount, plus such accrued and unpaid distributions (including deferred distributions) of such Pledged Preferred Securities, to satisfy in full the obligations of such Holders of Income PRIDES to pay the Purchase Price to purchase for the Common Stock under the related Purchase ContractsContract. The remaining portion of such Proceeds, if any, Any excess funds shall be distributed by the Collateral Agent to the Purchase Contract Agent for payment to the relevant Holders. If After application of the Remarketing Agent advises proceeds of the Collateral Agent in writing that it cannot remarket put of the related Pledged Debentures to the Purchase Price, the Preferred Securities of such Holders of Income PRIDES at a price not less than 100% of the aggregate Stated Amount of such Pledged Preferred Securities plus any accrued and unpaid distributions (including deferred distributions), thus resulting in a Failed Remarketing and an event of default under will be returned to the Purchase Contract Agreement and hereunder, the Collateral Agent, Agent for the benefit of the Company will, at the written direction Holders free of the Company, retain or dispose lien created by this Agreement for return to the Holder of the Pledged Preferred Securities in accordance with applicable law and satisfy in full, from any such disposition or retention, such Holder's obligation to pay the Purchase Price for the Common Stockrelated Income PRIDES.

Application of Proceeds Settlement. (a) In the event a Holder of Income PRIDES (if a Tax Event Redemption has not occurred) has not elected to make an effective Cash Settlement by notifying the Purchase Contract Agent in the manner provided for in paragraph 5.4(a)(i) in the Purchase Contract Agreement or has not made an Early Settlement of the Purchase Contract(s) underlying its Income PRIDES, such Holder shall be deemed to have elected to pay for the shares of Common Stock to be issued under such Purchase Contract(s) from the Proceeds of the related Pledged Preferred Securities. The Collateral Agent shall, by 10:00 a.m., New York City time, on the fourth Business Day immediately preceding the Purchase Contract Settlement Date, without any instruction from such Holder of Income PRIDES, present the related Pledged Preferred Securities to the Remarketing Agent for remarketing. Upon receiving such Pledged Preferred Securities, the Remarketing Agent, pursuant to the terms of the Remarketing Agreement and the Remarketing Underwriting Agreement, will use its reasonable efforts to remarket such Pledged Preferred Securities on such date at a price not less than approximately 100.5% of the aggregate Stated Amount of such Pledged Preferred Securities, plus accrued and unpaid distributions (including deferred distributions), if any, thereon. After deducting as the Remarketing Fee an amount not exceeding 25 basis points (.25%) of the aggregate Stated Amount of the Pledged Preferred Securities from any amount of such Proceeds in excess of the aggregate Stated Amount, plus such accrued and unpaid distributions (including deferred distributions) of the remarketed Pledged Preferred Securities, the Remarketing Agent will remit the entire amount of the Proceeds of such remarketing to the Collateral Agent. On the Purchase Contract Settlement Date, the Collateral Agent shall apply that portion of the Proceeds from such remarketing equal to the aggregate Stated Amount, plus such accrued and unpaid distributions (including deferred distributions) of such Pledged Preferred Securities, Securities to satisfy in full the obligations of such Holders of Income PRIDES to pay the Purchase Price to purchase the Common Stock under the related Purchase Contracts. The remaining portion of such Proceeds, if any, shall be distributed by the Collateral Agent to the Purchase Contract Agent for payment to the Holders. If If, the Remarketing Agent advises the Collateral Agent in writing that it cannot remarket the related Pledged Preferred Securities of such Holders of Income PRIDES at a price not less than 100% of the aggregate Stated Amount of such Pledged Preferred Securities plus any accrued and unpaid distributions (including deferred distributions), thus resulting in a Failed Remarketing and an event of default under the Purchase Contract Agreement and hereunder, the Collateral Agent, for the benefit of the Company will, at the written direction of the Company, retain or dispose of the Pledged Preferred Securities in accordance with applicable law and satisfy in full, from any such disposition or retention, such Holder's obligation to pay the Purchase Price for the Common Stock.thus

Application of Proceeds Settlement. (a) In the event a Holder of Income PRIDES Corporate Units (if unless a Tax Event Redemption or a Successful Initial Remarketing has not occurred) has not elected to make an effective Cash Settlement by notifying the Purchase Contract Agent (with a copy to the Collateral Agent) in the manner provided for in paragraph 5.4(a)(i5.5(a)(i) in the Purchase Contract Agreement or and has not made an Early Settlement of the Purchase Contract(s) Contracts underlying its Income PRIDESCorporate Units, such Holder shall be deemed to have elected to pay for the shares of Common Stock to be issued under such Purchase Contract(s) Contracts from the Proceeds of the related Pledged Preferred SecuritiesNotes. The Collateral Agent shall, by 10:00 a.m., New York City time, on the fourth Business Day immediately preceding the Purchase Contract Settlement Date, without any instruction from such Holder of Income PRIDESCorporate Units, present the related Pledged Preferred Securities Notes to the Remarketing Agent for remarketing. Upon receiving such Pledged Preferred SecuritiesNotes, the Remarketing Agent, pursuant to the terms of the Remarketing Agreement and the Supplemental Remarketing Underwriting Agreement, will use its reasonable efforts to remarket such Pledged Preferred Securities Notes on such date at a price of approximately 100.5% (but not less than approximately 100.5% 100%) of the aggregate Stated Amount Value of such Pledged Preferred Securities, plus accrued and unpaid distributions (including deferred distributions), if any, thereonNotes. After deducting as the Remarketing Fee an amount not exceeding 25 basis points (.25%) of the aggregate Stated Amount Value of the remarketed Pledged Preferred Securities Notes from any amount of such Proceeds in excess of the aggregate Stated Amount, plus such accrued and unpaid distributions (including deferred distributions) Value of the remarketed Remarketed Pledged Preferred SecuritiesNotes, the Remarketing Agent will remit the entire amount of the Proceeds of such remarketing to the Collateral Agent. On the Purchase Contract Settlement Date, the Collateral Agent shall apply remit to the Company that portion of the Proceeds from such remarketing equal to the aggregate Stated Amount, plus such accrued and unpaid distributions (including deferred distributions) Value of such remarketed Pledged Preferred Securities, Notes to satisfy in full the obligations of such Holders of Income PRIDES Corporate Units to pay the Purchase Price to purchase the Common Stock under the related Purchase Contracts. The remaining portion of such Proceeds, if any, shall be distributed remitted by the Collateral Agent to the Purchase Contract Agent for payment to the Holders. If the Remarketing Agent advises the Collateral Agent in writing that it cannot remarket the related Pledged Preferred Securities Notes of such Holders of Income PRIDES Corporate Units at a price not less than 100% of the aggregate Stated Amount Value of such Pledged Preferred Securities plus any accrued and unpaid distributions (including deferred distributions)Notes or if the remarketing shall not have occurred because a condition precedent to the remarketing shall not have been fulfilled, thus resulting in a Failed Secondary Remarketing and an event of default under the Purchase Contract Agreement and hereunder, the Collateral Agent, for the benefit of the Company will, at the written direction of the Company, retain or dispose of the Pledged Preferred Securities Notes in accordance with applicable law and satisfy in full, from any such disposition or retention, such Holder's obligation to pay the Purchase Price for the Common Stock.

Application of Proceeds Settlement. (a) In the event a ------------------------------------ Holder of Income PRIDES Corporate Units (if unless a Tax Event Redemption or Successful Remarketing has not occurred) has not elected to make an effective Cash Settlement by notifying the Purchase Contract Agent (with a copy to the Collateral Agent) in the manner provided for in paragraph 5.4(a)(i5.6(a)(i) in the Purchase Contract Agreement or and has not made an Early Settlement of the Purchase Contract(s) Contracts underlying its Income PRIDESCorporate Units, such Holder shall be deemed to have elected to pay for participate in the shares of Common Stock to be issued under such Purchase Contract(s) from the Proceeds Final Remarketing of the related Pledged Preferred SecuritiesNotes. The Collateral Agent shall, by 10:00 a.m., New York City time, on the fourth Business Day immediately preceding the Purchase Contract Settlement Date, without any instruction from such Holder of Income PRIDESCorporate Units, present the related Pledged Preferred Securities Notes to the Remarketing Agent for remarketing. Upon receiving such Pledged Preferred SecuritiesNotes, the Remarketing Agent, pursuant to the terms of the Remarketing Agreement and the Supplemental Remarketing Underwriting Agreement, will use its reasonable efforts to remarket such Pledged Preferred Securities Notes on such date at a price of approximately 100.5% (but not less than approximately 100.5% 100%) of the aggregate Stated Amount Value of such Pledged Preferred Securities, plus accrued and unpaid distributions (including deferred distributions), if any, thereonNotes. After deducting as the Remarketing Fee an amount not exceeding 25 basis points (.250.25%) of the aggregate Stated Amount Value of the remarketed Pledged Preferred Securities Notes from any amount of such Proceeds in excess of the aggregate Stated Amount, plus such accrued and unpaid distributions (including deferred distributions) Value of the remarketed Remarketed Pledged Preferred SecuritiesNotes, the Remarketing Agent will remit the entire amount of the Proceeds of such remarketing to the Collateral Agent. On the Purchase Contract Settlement Date, the Collateral Agent shall apply that portion of the Proceeds from such remarketing equal to the aggregate Stated Amount, plus such accrued and unpaid distributions (including deferred distributions) Value of such remarketed Pledged Preferred Securities, Notes to satisfy in full the obligations of such Holders of Income PRIDES Corporate Units to pay the Purchase Price to purchase the PCS Common Stock under the related Purchase Contracts. The remaining portion of such Proceeds, if any, shall be distributed remitted by the Collateral Agent to the Purchase Contract Agent for payment to the Holders. If the Remarketing Agent advises the Collateral Agent in writing that it cannot remarket the related Pledged Preferred Securities Notes of such Holders of Income PRIDES Corporate Units at a price not less than 100% of the aggregate Stated Amount Value of such Pledged Preferred Securities plus any accrued and unpaid distributions (including deferred distributions)Notes or if the remarketing shall not have occurred because a condition precedent to the remarketing shall not have been fulfilled, thus resulting in a Failed Final Remarketing and an event of default under the Purchase Contract Agreement and hereunder, the Collateral Agent, for the benefit of the Company will, at the written direction of the Company, retain or dispose of the Pledged Preferred Securities Notes in accordance with applicable law and satisfy in full, from any such disposition or retention, such Holder's obligation to pay the Purchase Price for the PCS Common Stock.

Application of Proceeds Settlement. (a) In the event If a Holder of Income PRIDES (if a Tax Event Redemption has not occurred) Corporate PIES has not elected to make an effective Cash Settlement by notifying the Purchase Contract Agent in the manner provided for in paragraph Section 5.4(a)(i) in the Purchase Contract Agreement Agreement, or has not made an Early Settlement of given such notice but failed to deliver the required cash prior to 11:00 a.m. (New York City time) on the fifth Business Day immediately preceding the Purchase Contract(s) underlying its Income PRIDESContract Settlement Date, such Holder shall be deemed to have elected to pay for the shares of Common Stock to be issued under such Purchase Contract(s) Contracts from the Proceeds of the related Pledged Preferred SecuritiesSenior Notes. The Collateral Agent shallIn such event, by 10:00 a.m., New York City time, on the fourth Business Day immediately preceding the Purchase Contract Settlement Date, without any instruction from such Holder of Income PRIDES, present Agent will send a notice to the Collateral Agent directing it to instruct the Securities Intermediary to Transfer the related Pledged Preferred Securities Senior Notes to the Remarketing Agent for remarketingRemarketing. Upon receiving such Pledged Preferred SecuritiesSenior Notes, the Remarketing Agent, pursuant to the terms of the Remarketing Agreement and the Remarketing Underwriting Agreement, will use its commercially reasonable efforts to remarket such Pledged Preferred Securities Senior Notes on such date at a price not less than approximately 100.5of 100.25% of the aggregate Stated Amount principal amount of such Pledged Preferred Securities, plus accrued and unpaid distributions (including deferred distributions), if any, thereonSenior Notes. After deducting as the Remarketing Fee an amount not exceeding 25 basis points (.25%) of the aggregate Stated Amount of the Pledged Preferred Securities from any amount of such Proceeds in excess of the aggregate Stated Amount, plus such accrued and unpaid distributions (including deferred distributions) of the remarketed Pledged Preferred Securities, the The Remarketing Agent will remit deposit in the entire amount Collateral Account the portion of the Proceeds of such remarketing equal to 100% the aggregate principal amount of the remarketed Pledged Senior Notes and, pursuant to the Collateral AgentRemarketing Agreement, shall retain the portion of the Proceeds equal to 0.25% of the aggregate principal amount of the remarketed Pledged Senior Notes. On the Purchase Contract Settlement Date, the Collateral Agent shall instruct the Securities Intermediary to apply that a portion of the Proceeds from such remarketing Remarketing equal to the aggregate Stated Amount, plus such accrued and unpaid distributions (including deferred distributions) principal amount of such Pledged Preferred Securities, Senior Notes to satisfy in full the obligations of such Holders of Income PRIDES Corporate PIES to pay the Purchase Price to purchase the shares of Common Stock under the related Purchase Contracts. The remaining portion of such Proceeds, if any, shall be distributed by the Collateral Agent to the Purchase Contract Agent for payment to the Holders. If the Remarketing Agent advises the Collateral Agent in writing that it cannot remarket the related Pledged Preferred Securities of such Holders of Income PRIDES at there has been a price not less than 100% of the aggregate Stated Amount of such Pledged Preferred Securities plus any accrued and unpaid distributions (including deferred distributions)Failed Remarketing, thus resulting in a Failed Remarketing and an event of default under the Purchase Contract Agreement and hereunder, the Collateral Agent, for the benefit of the Company willshall, at the written direction of the Company, retain or dispose of the Pledged Preferred Securities Senior Notes in accordance with applicable law and satisfy in full, from any such disposition or retentiondisposition, such Holder's obligation Holders' obligations to pay the Purchase Price for the shares of Common Stock. Notwithstanding the foregoing, the Company shall pay any accrued and unpaid interest on the Pledged Senior Notes in cash to the Purchase Contract Agent for payment to such Holders of Corporate PIES of which such Pledged Senior Notes are a part.

Application of Proceeds Settlement. (a) In the event a Holder of Income PRIDES (if a Tax Event Redemption has not occurred) has not elected to make an effective Cash Settlement by notifying the Purchase Contract Agent in the manner provided for in paragraph 5.4(a)(i) in the Purchase Contract Agreement or has not made an Early Settlement of the Purchase Contract(s) underlying its Income PRIDES, such Holder shall be deemed to have elected to pay for the shares of Common Stock to be issued under such Purchase Contract(s) from the Proceeds of the related Pledged Preferred Capital Securities. The Collateral Agent shall, by 10:00 a.m., New York City time, on the fourth Business Day immediately preceding the Purchase Contract Settlement Date, without any instruction from such Holder of Income PRIDES, present the related Pledged Preferred Capital Securities to the Remarketing Agent for remarketing. Upon receiving such Pledged Preferred Capital Securities, the Remarketing Agent, pursuant to the terms of the Remarketing Agreement and the Remarketing Underwriting Agreement, will use its reasonable efforts to remarket such Pledged Preferred Capital Securities on such date at a price not less than approximately 100.5100.75% of the aggregate Stated Amount Value of such Pledged Preferred Capital Securities, plus accrued and unpaid distributions (including deferred distributions), if any, thereon. After deducting as the Remarketing Fee an amount not exceeding 25 50 basis points (.25.50%) of the aggregate Stated Amount Value of the Pledged Preferred Capital Securities from any amount of such Proceeds in excess of the aggregate Stated AmountValue, plus such accrued and unpaid distributions (including deferred distributions) of the remarketed Pledged Preferred Capital Securities, the Remarketing Agent will remit the entire amount of the Proceeds of such remarketing to the Collateral Agent. On the Purchase Contract Settlement Date, the Collateral Agent shall apply that portion of the Proceeds from such remarketing equal to the aggregate Stated AmountValue, plus such accrued and unpaid distributions (including deferred distributions) of such Pledged Preferred Capital Securities, to satisfy in full the obligations of such Holders of Income PRIDES to pay the Purchase Price to purchase the Common Stock under the related Purchase Contracts. The remaining portion of such Proceeds, if any, shall be distributed by the Collateral Agent to the Purchase Contract Agent for payment to the Holders. If the Remarketing Agent advises the Collateral Agent in writing that it cannot remarket the related Pledged Preferred Securities of such Holders of Income PRIDES at a price not less than 100% of the aggregate Stated Amount of such Pledged Preferred Securities plus any accrued and unpaid distributions (including deferred distributions), thus resulting in a Failed Remarketing and an event of default under the Purchase Contract Agreement and hereunder, the Collateral Agent, for the benefit of the Company will, at the written direction of the Company, retain or dispose of the Pledged Preferred Securities in accordance with applicable law and satisfy in full, from any such disposition or retention, such Holder's obligation to pay the Purchase Price for the Common Stock.distrib-

Application of Proceeds Settlement. (a) In the event a Holder of Income PRIDES (if a Tax Event Redemption has not occurred) Corporate Units, unless the Applicable Ownership Interests in the Treasury Portfolio have replaced the Applicable Ownership Interests in Debentures as components of the Corporate Units, has not elected to make an effective Cash Settlement by notifying the Purchase Contract Agent in the manner provided for in paragraph Section 5.4(a)(i) in of the Purchase Contract Agreement or has not made an Early Settlement or a Fundamental Change Early Settlement of the Purchase Contract(s) Contracts underlying its Income PRIDESCorporate Units, such Holder shall be deemed to have elected consented to the disposition of the Debentures underlying the Pledged Applicable Ownership Interests in Debentures pursuant to the Remarketing as described in Section 5.4(a) of the Purchase Contract Agreement in order to pay for the shares of Common Stock to be issued under such Purchase Contract(s) from the Proceeds of the related Pledged Preferred SecuritiesContract. The Collateral Agent shall, shall by 10:00 a.m., New York City time, on the fourth sixth Business Day immediately preceding the Purchase Contract Settlement Date, without any instruction from such DB1/ 116050876.5 Holder of Income PRIDESCorporate Units, present the related Debentures underlying the Pledged Preferred Securities Applicable Ownership Interests in Debentures to the Remarketing Agent Agents for remarketing. Upon receiving such Pledged Preferred SecuritiesDebentures, the Remarketing AgentAgents, pursuant to the terms of the Remarketing Agreement and the Remarketing Underwriting Agreement, will use its their commercially reasonable efforts to remarket such Debentures underlying the Pledged Preferred Securities Applicable Ownership Interests in Debentures on such date at a price not less equal to or greater than approximately 100.5100% of the aggregate Stated Amount Value of such Pledged Preferred Securities, Applicable Ownership Interests in Debentures plus accrued and unpaid distributions (including deferred distributions), if any, thereonthe Remarketing Fee. After deducting as The Remarketing Agents may deduct the Remarketing Fee an amount not exceeding 25 basis points (.25%) from any portion of the aggregate Stated Amount proceeds from the Remarketing of the Pledged Preferred Securities from any amount of such Proceeds Debentures that is in excess of the aggregate Stated Amount, plus such accrued and unpaid distributions (including deferred distributions) sum of 100% of the remarketed aggregate Value of such Pledged Preferred SecuritiesApplicable Ownership Interests in Debentures and the aggregate Separate Debentures Purchase Price. Upon a Successful Remarketing and after deducting the Remarketing Fee from such Proceeds, the Remarketing Agent Agents will remit the entire amount remaining portion of the Proceeds of a Successful Remarketing related to such remarketing Applicable Ownership Interest in Debentures to the Collateral Agent. On the Purchase Contract Settlement Date, the Collateral Agent shall apply that portion of the Proceeds from such remarketing Remarketing equal to the aggregate Stated Amount, plus such accrued and unpaid distributions (including deferred distributions) Value of such the Pledged Preferred Securities, Applicable Ownership Interests in Debentures to satisfy in full the obligations of such Holders of Income PRIDES Corporate Units to pay the Purchase Price to purchase for the Common Stock under the related Purchase Contracts. The remaining portion of such Proceeds, if any, shall be distributed by the Collateral Agent to the Purchase Contract Agent for payment to the Holders. If the Remarketing Agent advises Agents advise the Collateral Agent in writing that it they cannot remarket the related Pledged Preferred Securities Applicable Ownership Interests in Debentures of such Holders of Income PRIDES Corporate Units at a price not less than 100% of the aggregate Stated Amount Value of such Pledged Preferred Securities plus any accrued and unpaid distributions (including deferred distributions)Applicable Ownership Interests in Debentures, or if the Remarketing does not occur because a condition precedent to such Remarketing has not been fulfilled, thus resulting in a Failed Remarketing and an event of default under the Purchase Contract Agreement and hereunderRemarketing, the Collateral Agent, for the benefit of the Company will, at the written direction of the Company, retain or dispose of the Pledged Preferred Securities Agent will proceed as described in accordance with applicable law and satisfy in full, from any such disposition or retention, such Holder's obligation to pay the Purchase Price for the Common StockSection 4.4 hereof.

Application of Proceeds Settlement. (a) In the event a)If a Holder of Income PRIDES (if a Tax Event Redemption has not occurred) Corporate Units has not elected to make an effective Cash Settlement by notifying the Purchase Contract Agent in the manner provided for in paragraph Section 5.4(a)(i) in the Purchase Contract Agreement Agreement, or has not made an Early Settlement of given such notice but failed to deliver the required cash prior to 11:00 A.M., New York City time, on the fifth Business Day immediately preceding the Purchase Contract(s) underlying its Income PRIDESContract Settlement Date, such Holder shall be deemed to have elected to pay for the shares of Common Stock to be issued under such Purchase Contract(s) from the Proceeds of the related Pledged Preferred SecuritiesDebentures. The In such event, the Collateral Agent shall, by 10:00 a.m., New York City time, on shall instruct the fourth Business Day immediately preceding the Purchase Contract Settlement Date, without any instruction from such Holder of Income PRIDES, present Securities Intermediary to Transfer the related Pledged Preferred Securities Debentures to the Remarketing Agent for remarketing. Upon receiving such Pledged Preferred SecuritiesDebentures, the Remarketing Agent, pursuant to the terms of the Remarketing Agreement and the Remarketing Underwriting Agreement, will use its commercially reasonable efforts to remarket such Pledged Preferred Securities Debentures on such date at a price not less than approximately 100.5of 100.50% of the aggregate Stated Amount principal amount of such Pledged Preferred Securities, plus accrued and unpaid distributions (including deferred distributions), if any, thereonDebentures. After deducting as From the Remarketing Fee an amount not exceeding 25 basis points (.25%) proceeds of the aggregate Stated Amount of the Pledged Preferred Securities from any amount of such Proceeds in excess of the aggregate Stated Amount, plus such accrued and unpaid distributions (including deferred distributions) of the remarketed Pledged Preferred SecuritiesRemarketing, the Remarketing Agent will remit retain an amount (not exceeding 0.50% of the entire aggregate principal amount of such Pledged Debentures) equal to its remarketing fee and will deposit the remaining amount of the Proceeds of such remarketing to in the Collateral AgentAccount. On the Purchase Contract Settlement Date, the Collateral Agent shall instruct the Securities Intermediary to apply that a portion of the Proceeds from such remarketing equal to the aggregate Stated Amount, plus such accrued and unpaid distributions (including deferred distributions) principal amount of such Pledged Preferred Securities, Debentures to satisfy in full the obligations of such Holders of Income PRIDES Corporate Units to pay the Purchase Price to purchase the Common Stock under the related Purchase Contracts. The remaining portion balance of the Proceeds from such Proceeds, remarketing (if any, ) shall be distributed by the Collateral Agent transferred to the Purchase Contract Agent for payment to the HoldersCompany. If the Remarketing Agent advises the Collateral Agent in writing that it cannot remarket the related Pledged Preferred Securities of such Holders of Income PRIDES at a price not less than 100% of the aggregate Stated Amount of such Pledged Preferred Securities plus any accrued and unpaid distributions (including deferred distributions), thus resulting in there has been a Failed Remarketing and an event of default under the Purchase Contract Agreement and hereunderRemarketing, the Collateral Agent, for the benefit of the Company willshall, at the written direction of the Company, retain or dispose of the Pledged Preferred Securities in accordance with applicable law and satisfy in full, from any such disposition or retention, such Holder's obligation to pay the Purchase Price for the Common Stock.,

Application of Proceeds Settlement. (a) In connection with a Purchase Contract Settlement Date, in the event a Holder of Income PRIDES (if a Tax Event Redemption has not occurred) has not elected to make an effective Cash Settlement by notifying the Purchase Contract Agent in the manner provided for in paragraph 5.4(a)(i) in the Purchase Contract Agreement or has not made an Early Settlement of the Purchase Contract(s) underlying its Income PRIDES, such Holder shall be deemed to have elected to pay for the shares of Common Stock to be issued under such Purchase Contract(s) from the Proceeds of the related Pledged Preferred Debt Securities. The Collateral Agent shall, by 10:00 a.m., New York City time, on the fourth Business Day immediately preceding the such Purchase Contract Settlement Date, without any instruction from such Holder of Income PRIDES, present the applicable related Pledged Preferred Debt Securities (i.e., Series D Notes in the case of the First Purchase Contract Settlement Date and Series E Notes in case of the Second Purchase Contract Settlement Date) to the Remarketing Agent for remarketing. Upon receiving such Pledged Preferred Debt Securities, the Remarketing Agent, pursuant to the terms of the Remarketing Agreement and the Remarketing Underwriting Agreement, will use its reasonable efforts to remarket such Pledged Preferred Debt Securities on such date at a price not less than approximately 100.5% of the aggregate Stated Amount Value of such Pledged Preferred Debt Securities, plus accrued and unpaid distributions (including deferred distributions)interest, if any, thereon. After deducting as the Remarketing Fee an amount not exceeding 25 basis points (.25%) of the aggregate Stated Amount Value of the related Pledged Preferred Debt Securities from any amount of such Proceeds in excess of the aggregate Stated AmountValue of the Debt Securities of such series, plus such accrued and unpaid distributions (including deferred distributions) of interest on the remarketed Pledged Preferred Debt Securities, the Remarketing Agent will remit the entire amount of the Proceeds of such remarketing to the Collateral Agent. On the applicable Purchase Contract Settlement Date, the Collateral Agent shall apply that portion of the Proceeds from such remarketing equal to the aggregate Stated AmountValue, plus such accrued and unpaid distributions (including deferred distributions) interest of such Pledged Preferred Debt Securities, to satisfy in full the obligations of such Holders of Income PRIDES to pay the Purchase Price on such Purchase Contract Settlement Date to purchase the Common Stock under the related Purchase Contracts. The remaining portion of such Proceeds, if any, shall be distributed by the Collateral Agent to the Purchase Contract Agent for payment to the Holders. If the Remarketing Agent advises the Collateral Agent in writing that it cannot remarket the related Pledged Preferred Debt Securities of such Holders of Income PRIDES at a price not less than 100% of the aggregate Stated Amount Value of such Pledged Preferred Debt Securities plus any accrued and unpaid distributions (including deferred distributions)interest, or if the remarketing does not occur because a condition precedent to it has not been fulfilled, thus resulting in a Failed Remarketing and an event of default under the Purchase Contract Agreement and hereunderRemarketing, the Collateral Agent, for the benefit of the Company will, at the written direction of the Company, retain or dispose of the such Pledged Preferred Debt Securities in accordance with applicable law and satisfy in full, from any such disposition or retention, such Holder's obligation to pay the Purchase Price for the Common Stock.

Application of Proceeds Settlement. (a) In the event a Holder of Income PRIDES (if a Tax Event Redemption has not occurred) Corporate Units, unless the Applicable Ownership Interests in the Treasury Portfolio have replaced the Applicable Ownership Interests in Debentures as components of the Corporate Units, has not elected to make an effective Cash Settlement by notifying the Purchase Contract Agent in the manner provided for in paragraph Section 5.4(a)(i) in of the Purchase Contract Agreement or has not made an Early Settlement or a Fundamental Change Early Settlement of the Purchase Contract(s) Contracts underlying its Income PRIDESCorporate Units, such Holder shall be deemed to have elected consented to the disposition of the Debentures underlying the Pledged Applicable Ownership Interests in Debentures pursuant to the Remarketing as described in Section 5.4(a) of the Purchase Contract Agreement in order to pay for the shares of Common Stock to be issued under such Purchase Contract(s) from the Proceeds of the related Pledged Preferred SecuritiesContract. The Collateral Agent shall, shall by 10:00 a.m., New York City time, on the fourth sixth Business Day immediately preceding the Purchase Contract Settlement Date, without any instruction from such Holder of Income PRIDESCorporate Units, present the related Debentures underlying the Pledged Preferred Securities Applicable Ownership Interests in Debentures to the Remarketing Agent Agents for remarketing. Upon receiving such Pledged Preferred SecuritiesDebentures, the Remarketing AgentAgents, pursuant to the terms of the Remarketing Agreement and the Remarketing Underwriting Agreement, will use its their commercially reasonable efforts to remarket such Debentures underlying the Pledged Preferred Securities Applicable Ownership Interests in Debentures on such date at a price not less equal to or greater than approximately 100.5100% of the aggregate Stated Amount Value of such Pledged Preferred Securities, Applicable Ownership Interests in Debentures plus accrued and unpaid distributions (including deferred distributions), if any, thereonthe Remarketing Fee. After deducting as DB1/ 132090770.6 The Remarketing Agents may deduct the Remarketing Fee an amount not exceeding 25 basis points (.25%) from any portion of the aggregate Stated Amount proceeds from the Remarketing of the Pledged Preferred Securities from any amount of such Proceeds Debentures that is in excess of the aggregate Stated Amount, plus such accrued and unpaid distributions (including deferred distributions) sum of 100% of the remarketed aggregate Value of such Pledged Preferred SecuritiesApplicable Ownership Interests in Debentures and the aggregate Separate Debentures Purchase Price. Upon a Successful Remarketing and after deducting the Remarketing Fee from such Proceeds, the Remarketing Agent Agents will remit the entire amount remaining portion of the Proceeds of a Successful Remarketing related to such remarketing Applicable Ownership Interest in Debentures to the Collateral Agent. On the Purchase Contract Settlement Date, the Collateral Agent shall apply that portion of the Proceeds from such remarketing Remarketing equal to the aggregate Stated Amount, plus such accrued and unpaid distributions (including deferred distributions) Value of such the Pledged Preferred Securities, Applicable Ownership Interests in Debentures to satisfy in full the obligations of such Holders of Income PRIDES Corporate Units to pay the Purchase Price to purchase for the Common Stock under the related Purchase Contracts. The remaining portion of such Proceeds, if any, shall be distributed by the Collateral Agent to the Purchase Contract Agent for payment to the Holders. If the Remarketing Agent advises Agents advise the Collateral Agent in writing that it they cannot remarket the related Pledged Preferred Securities Applicable Ownership Interests in Debentures of such Holders of Income PRIDES Corporate Units at a price not less than 100% of the aggregate Stated Amount Value of such Pledged Preferred Securities plus any accrued and unpaid distributions (including deferred distributions)Applicable Ownership Interests in Debentures, or if the Remarketing does not occur because a condition precedent to such Remarketing has not been fulfilled, thus resulting in a Failed Remarketing and an event of default under the Purchase Contract Agreement and hereunderRemarketing, the Collateral Agent, for the benefit of the Company will, at the written direction of the Company, retain or dispose of the Pledged Preferred Securities Agent will proceed as described in accordance with applicable law and satisfy in full, from any such disposition or retention, such Holder's obligation to pay the Purchase Price for the Common StockSection 4.4 hereof.

Application of Proceeds Settlement. (a) In the event a Holder of Income PRIDES (if a Tax Event Redemption has not occurred) has not elected to make an effective Cash Settlement by notifying the Purchase Contract Agent in the manner provided for in paragraph 5.4(a)(i) in the Purchase Contract Agreement or has not made an Early Settlement of the Purchase Contract(s) underlying its Income PRIDES, such Holder shall be deemed to have elected to pay for the shares of Common Stock to be issued under such Purchase Contract(s) from the Proceeds of the related Pledged Preferred Capital Securities. The Collateral Agent shall, by 10:00 a.m., New York City time, on the fourth Business Day immediately preceding the Purchase Contract Settlement Date, without any instruction from such Holder of Income PRIDES, present the related Pledged Preferred Capital Securities to the Remarketing Agent for remarketing. Upon receiving such Pledged Preferred Capital Securities, the Remarketing Agent, pursuant to the terms of the Remarketing Agreement and the Remarketing Underwriting Agreement, will use its reasonable efforts to remarket such Pledged Preferred Capital Securities on such date at a price not less than approximately 100.5% of the aggregate Stated Amount Value of such Pledged Preferred Capital Securities, plus accrued and unpaid distributions (including deferred distributions), if any, thereon. After deducting as the Remarketing Fee an amount not exceeding 25 basis points (.25%) of the aggregate Stated Amount Value of the Pledged Preferred Capital Securities from any amount of such Proceeds in excess of the aggregate Stated AmountValue, plus such accrued and unpaid distributions (including deferred distributions) of the remarketed Pledged Preferred Capital Securities, the Remarketing Agent will remit the entire amount of the Proceeds of such remarketing to the Collateral Agent. On the Purchase Contract Settlement Date, the Collateral Agent shall apply that portion of the Proceeds from such remarketing equal to the aggregate Stated AmountValue, plus such accrued and unpaid distributions (including deferred distributions) of such Pledged Preferred Capital Securities, to satisfy in full the obligations of such Holders of Income PRIDES to pay the Purchase Price to purchase the Common Stock under the related Purchase Contracts. The remaining portion of such Proceeds, if any, shall be distributed by the Collateral Agent to the Purchase Contract Agent for payment to the Holders. If the Remarketing Agent advises the Collateral Agent in writing that it cannot remarket the related Pledged Preferred Capital Securities of such Holders of Income PRIDES at a price not less than 100% of the aggregate Stated Amount Value of such Pledged Preferred Capital Securities plus any accrued and unpaid distributions (including deferred distributions), thus resulting in a Failed Remarketing and an event of default under the Purchase Contract Agreement and hereunder, the Collateral Agent, for the benefit of the Company will, at the written direction of the Company, retain or dispose of the Pledged Preferred Capital Securities in accordance with applicable law and satisfy in full, from any such disposition or retention, such Holder's obligation to pay the Purchase Price for the Common Stock.

Application of Proceeds Settlement. (a) In the event a Holder of Income PRIDES (if a Tax Event Redemption has not occurred) has not elected to make an effective Cash Settlement by notifying the Purchase Contract Agent in the manner provided for in paragraph 5.4(a)(i5.3(a)(i) in the Purchase Contract Agreement or has not made an Early Settlement of the Purchase Contract(s) underlying its Income PRIDES, such Holder shall be deemed to have elected to pay for the shares of Common Stock to be issued under such Purchase Contract(s) from the Proceeds of the related Pledged Preferred Capital Securities. The Collateral Agent shall, by 10:00 a.m., New York City time, on the fourth Business Day immediately preceding the Purchase Contract Settlement Date, without any instruction from such Holder of Income PRIDES, present the related Pledged Preferred Capital Securities to the Remarketing Agent for remarketing. Upon receiving such Pledged Preferred Capital Securities, the Remarketing Agent, pursuant to the terms of the Remarketing Agreement and the Remarketing Underwriting Agreement, will use its reasonable efforts to remarket such Pledged Preferred Capital Securities on such date at a price not less than approximately 100.5% of the aggregate Stated Amount Value of such Pledged Preferred Capital Securities, plus accrued accumulated and unpaid distributions (including deferred distributions), if any, thereon. After deducting as the Remarketing Fee remarketing fee an amount not exceeding 25 basis points (.25%) of the aggregate Stated Amount Value of the Pledged Preferred Capital Securities from any amount of such Proceeds in excess of the aggregate Stated AmountValue, plus such accrued accumulated and unpaid distributions (including deferred distributions) of the remarketed Pledged Preferred Capital Securities, the Remarketing Agent will remit the entire amount of the Proceeds of such remarketing to the Collateral Agent. On the Purchase Contract Settlement Date, the Collateral Agent shall apply that portion of the Proceeds from such remarketing equal to the aggregate Stated AmountValue, plus such accrued accumulated and unpaid distributions (including deferred distributions) of such Pledged Preferred Capital Securities, to satisfy in full the obligations of such Holders of Income PRIDES to pay the Purchase Price to purchase the Common Stock under the related Purchase Contracts. The remaining portion of such Proceeds, if any, shall be distributed by the Collateral Agent to the Purchase Contract Agent for payment to the Holders. If the Remarketing Agent advises the Collateral Agent in writing that it cannot remarket the related Pledged Preferred Capital Securities of such Holders of Income PRIDES at a price not less than 100% of the aggregate Stated Amount Value of such Pledged Preferred Capital Securities plus any accrued accumulated and unpaid distributions (including deferred distributions), thus resulting in a Failed Remarketing and an event of default under the Purchase Contract Agreement and hereunder, the Collateral Agent, for the benefit of the Company will, at the written direction of the Company, retain or dispose of the Pledged Preferred Capital Securities in accordance with applicable law and satisfy in full, from any such disposition or retention, such Holder's obligation to pay the Purchase Price for the Common Stock.

Application of Proceeds Settlement. (a) In the event a Holder of Income PRIDES Corporate Units (if unless a Tax Event Redemption or a Successful Initial Remarketing, Successful Second Remarketing or Successful Third Remarketing has not occurred) has not elected to make an effective Cash Settlement by notifying the Purchase Contract Agent in the manner provided for in paragraph Section 5.4(a)(i) in the Purchase Contract Agreement (or has elected to make a Cash Settlement but has not paid the Purchase Price in the manner required by Section 5.4(a)(ii) of the Purchase Contract Agreement) and has not made an Early Settlement or a Merger Early Settlement of the Purchase Contract(s) Contracts underlying its Income PRIDESCorporate Units, such Holder shall be deemed to have irrevocably elected to pay for the shares of Common Stock to be issued under such Purchase Contract(s) Contracts from the Proceeds of the related Pledged Preferred SecuritiesSenior Notes. The Collateral Agent shall, by 10:00 11:00 a.m., New York City time, on the fourth Business Day immediately preceding the Purchase Contract Settlement Date, without any instruction from such Holder of Income PRIDESCorporate Units, present the related Pledged Preferred Securities Senior Notes to the Remarketing Agent for remarketing. Upon receiving such Pledged Preferred SecuritiesSenior Notes, the Remarketing Agent, pursuant to the terms of the Remarketing Agreement and the any Supplemental Remarketing Underwriting Agreement, will use its reasonable efforts to remarket such Pledged Preferred Securities Senior Notes on such date the Final Remarketing Date at a price of approximately 100.25% (but not less than approximately 100.5% 100%) of the aggregate Stated Amount Value of such Pledged Preferred Securities, plus accrued and unpaid distributions (including deferred distributions), if any, thereonSenior Notes. After deducting as the Remarketing Fee an amount not exceeding 25 basis points (.25%) of the aggregate Stated Amount Value of the remarketed Pledged Preferred Securities Senior Notes from any amount of such Proceeds in excess of the aggregate Stated Amount, plus such accrued and unpaid distributions (including deferred distributions) Value of the remarketed Pledged Preferred SecuritiesSenior Notes, the Remarketing Agent will remit the entire amount of the Proceeds of such remarketing to the Collateral Agent. On the Purchase Contract Settlement Date, the Collateral Agent shall apply that portion of the Proceeds from such remarketing equal to the aggregate Stated Amount, plus such accrued and unpaid distributions (including deferred distributions) Value of such remarketed Pledged Preferred Securities, Senior Notes to satisfy in full the obligations of such Holders of Income PRIDES Corporate Units to pay the Purchase Price to purchase the Common Stock under the related Purchase Contracts. The remaining portion of such Proceeds, if any, shall be distributed remitted by the Collateral Agent to the Purchase Contract Agent for payment to the Holders. If the Remarketing Agent advises the Collateral Agent in writing that it cannot remarket the related Pledged Preferred Securities Senior Notes of such Holders of Income PRIDES Corporate Units at a price not less equal to or greater than 100% of the aggregate Stated Amount Value of such Pledged Preferred Securities plus any accrued and unpaid distributions (including deferred distributions)Senior Notes or if the remarketing shall not have occurred because a condition precedent to the remarketing shall not have been fulfilled, thus resulting in a Failed Final Remarketing and an event of default under the Purchase Contract Agreement and hereunder, the Collateral Agent, for the benefit of the Company will, at the written direction of the Company, retain or dispose of the Pledged Preferred Securities Senior Notes in accordance with applicable law and satisfy in full, from any such disposition or retention, retention shall be deemed to be satisfaction in full of any such Holder's obligation to pay the Purchase Price for the Common Stock.

Application of Proceeds Settlement. (a) In the event a Holder of Income PRIDES (if So long as a Tax Event Redemption has not occurred) , if a Holder of SPC Units has not elected to make an effective Cash Settlement by notifying the Purchase Contract Agent in the manner provided for in paragraph Section 5.4(a)(i) in the Purchase Contract Agreement Agreement, or has not made an Early Settlement of given such notice but failed to deliver the required cash prior to 11:00 A.M. (New York City time) on the fifth Business Day immediately preceding the Purchase Contract(s) underlying its Income PRIDESContract Settlement Date, such Holder shall be deemed to have elected to pay for the shares of Common Stock to be issued under such Purchase Contract(s) Contracts from the Proceeds of the related Pledged Preferred Securities. The Collateral Agent shall, by 10:00 a.m., New York City time, on the fourth Business Day immediately preceding the Purchase Contract Settlement Date, without any instruction from such Holder remarketing of Income PRIDES, present the related [Pledged Preferred Securities or] Pledged Notes. In such event, the Collateral Agent shall instruct the Securities Intermediary to Transfer the related [Pledged Preferred Securities or] Pledged Notes to the Remarketing Agent for remarketing. Upon receiving such [Pledged Preferred SecuritiesSecurities or] Pledged Notes, the Remarketing Agent, pursuant to the terms of the Remarketing Agreement and the Remarketing Underwriting Agreement, will use its reasonable efforts to remarket such [Pledged Preferred Securities or] Pledged Notes on such date at a price not less than approximately 100.5% of the aggregate Stated Amount of such Pledged Preferred Securities, plus accrued and unpaid distributions (including deferred distributions), if any, thereondate. After deducting as the Remarketing Fee an amount not exceeding 25 basis points (.25%) of the aggregate Stated Amount of the Pledged Preferred Securities from any amount of such Proceeds in excess of the aggregate Stated Amount, plus such accrued and unpaid distributions (including deferred distributions) of the remarketed Pledged Preferred Securities, the The Remarketing Agent will remit deposit the entire amount of the Proceeds of such remarketing to in the Collateral AgentAccount. On the Purchase Contract Settlement Date, the Collateral Agent shall instruct the Securities Intermediary to apply that a portion of the Proceeds from such remarketing equal to the aggregate Stated Amount, plus such accrued and unpaid distributions (including deferred distributions) principal amount of such [Pledged Preferred Securities, Securities or] Pledged Notes to satisfy in full the such Holder’s obligations of such Holders of Income PRIDES to pay the Purchase Price to purchase the shares of Common Stock under the related Purchase Contracts. The remaining Collateral Agent shall also instruct the Securities Intermediary to apply a portion of the Proceeds of such Proceedsremarketing equal to $[.0625] per [Pledged Preferred Security or] Pledged Note to pay the Remarketing Agent for its services rendered in connection with the remarketing. The balance of the Proceeds from such remarketing, if any, shall be distributed by the Collateral Agent transferred to the Purchase Contract Agent for payment the benefit of such Holder for distribution to the Holderssuch Holder. If the Remarketing Agent advises the Collateral Agent in writing that it cannot remarket the related Pledged Preferred Securities of such Holders of Income PRIDES at there has been a price not less than 100% of the aggregate Stated Amount of such Pledged Preferred Securities plus any accrued and unpaid distributions (including deferred distributions)Failed Remarketing, thus resulting in a Failed Remarketing and an event of default under the Purchase Contract Agreement and hereunder, the Collateral Agent, for the benefit of the Company willshall, at the written direction of the Company, retain or dispose of the [Pledged Preferred Securities Security or] Pledged Notes in accordance with applicable law and satisfy in full, from any such disposition or retentiondisposition, such Holder's obligation ’s obligations to pay the Purchase Price for the shares of PPL Corporation Common Stock.

Application of Proceeds Settlement. (a) In the event a Holder of Income PRIDES (if PRIDES, unless a Tax Event Redemption Treasury Portfolio has not occurred) replaced the Debt Securities, has not elected to make an effective Cash Settlement by notifying the Purchase Contract Agent in the manner provided for in paragraph 5.4(a)(i) in Section 5.___ of the Purchase Contract Agreement or has not made an Early Settlement or Cash Merger Early Settlement of the Purchase Contract(s) Contracts underlying its Income PRIDES, such Holder shall be deemed to have elected to pay for the shares of Common Stock to be issued under such Purchase Contract(s) Contracts from the Proceeds of the related Pledged Preferred Debt Securities. The Collateral Agent shall, shall by 10:00 a.m., New York City time, on the fourth Business Day immediately preceding the Purchase Contract Settlement Date, without any instruction from such Holder of Income PRIDES, present the related Pledged Preferred Debt Securities to the Remarketing Agent for remarketing. Upon receiving such Pledged Preferred Debt Securities, the Remarketing Agent, Agent will remarket the Xxxxxxx Xxxx Xxxxrities pursuant to the terms of the Remarketing Agreement and the Remarketing Underwriting Agreement, will use its reasonable efforts to remarket such Pledged Preferred Securities on such date at a price not less than approximately 100.5% of the aggregate Stated Amount of such Pledged Preferred Securities, plus accrued and unpaid distributions (including deferred distributions), if any, thereon. After deducting as the Remarketing Fee an amount not exceeding 25 basis points (.25%) of the aggregate Stated Amount of the Pledged Preferred Securities from any amount of such Proceeds of the Remarketing in excess of the sum of (i) the aggregate Stated AmountValue of such Debt Securities, plus (ii) such accrued and unpaid distributions (including deferred distributions) of interest on the remarketed Pledged Preferred Debt Securities, the Remarketing Agent will remit the entire amount of the Proceeds of such a successful remarketing to the Collateral Agent. On the Purchase Contract Settlement Date, the Collateral Agent shall apply that portion of the Proceeds from such remarketing equal to the aggregate Stated Amount, plus such accrued and unpaid distributions (including deferred distributions) Value of such the Pledged Preferred Debt Securities, to satisfy in full the obligations of such Holders of Income PRIDES to pay the Purchase Price to purchase the Common Stock under the related Purchase Contracts. The remaining portion of such Proceeds, if any, shall be distributed by the Collateral Agent to the Purchase Contract Agent for payment to the Holders. If the Remarketing Agent advises such remarketing results in a Failed Remarketing, the Collateral Agent in writing that it cannot remarket the related Pledged Preferred Securities of such Holders of Income PRIDES at a price not less than 100% of the aggregate Stated Amount of such Pledged Preferred Securities plus any accrued and unpaid distributions (including deferred distributions), thus resulting in a Failed Remarketing and an event of default under the Purchase Contract Agreement and hereunder, the Collateral Agentwill, for the benefit of the Company willCompany, at the written direction of the Company, retain or dispose of the Pledged Preferred Debt Securities in accordance with applicable law and satisfy in full, from any such disposition or retention, such Holder's obligation to pay the Purchase Price for the Common StockStock under the related Purchase Contracts.

Application of Proceeds Settlement. (a) In the event a Holder of Income PRIDES (if a Tax Event Redemption Corporate Units, unless the Applicable Ownership Interests in the Treasury Portfolio has not occurred) replaced the Applicable Ownership Interests in Debentures, has not elected to make an effective Cash Settlement by notifying the Purchase Contract Agent in the manner provided for in paragraph Section 5.4(a)(i) in of the Purchase Contract Agreement or has not made an Early Settlement or a Fundamental Change Early Settlement of the Purchase Contract(s) Contracts underlying its Income PRIDESCorporate Units, such Holder shall be deemed to have elected consented to the disposition of the Debentures underlying the Pledged Applicable Ownership Interests in Debentures pursuant to the Remarketing as described in Section 5.4(a) of the Purchase Contract Agreement in order to pay for the shares of Common Stock to be issued under such Purchase Contract(s) from the Proceeds of the related Pledged Preferred SecuritiesContract. The Collateral Agent shall, shall by 10:00 a.m., New York City time, on the fourth sixth Business Day immediately preceding the Purchase Contract Settlement Date, without any instruction from such Holder of Income PRIDESCorporate Units, present the related Debentures underlying the Pledged Preferred Securities Applicable Ownership Interests in Debentures to the Remarketing Agent for remarketing. Upon receiving such Pledged Preferred SecuritiesDebentures, the Remarketing Agent, pursuant to the terms of the Remarketing Agreement and the Remarketing Underwriting Agreement, will use its commercially reasonable efforts to remarket such Debentures underlying the Pledged Preferred Securities Applicable Ownership Interests in Debentures on such date at a price not less equal to or greater than approximately 100.5100% of the aggregate Stated Amount Value of such Pledged Preferred Securities, Applicable Ownership Interests in Debentures plus accrued and unpaid distributions (including deferred distributions), if any, thereonthe applicable Remarketing Fee. After deducting as The Remarketing Agent may deduct the Remarketing Fee an amount not exceeding 25 basis points (.25%) from any portion of the aggregate Stated Amount proceeds from the Remarketing of the Pledged Preferred Securities from any amount of such Proceeds Debentures that is in excess of the aggregate Stated Amount, plus such accrued and unpaid distributions (including deferred distributions) sum of 100% of the remarketed aggregate Value of such Pledged Preferred SecuritiesApplicable Ownership Interests in Debentures and the aggregate Separate Debentures Purchase Price. Upon a Successful Remarketing and after deducting the Remarketing Fee from such Proceeds, the Remarketing Agent will remit the entire amount remaining portion of the Proceeds of a Successful Remarketing related to such remarketing Applicable Ownership Interest in Debentures to the Collateral Agent. On the Purchase Contract Settlement Date, the Collateral Agent shall apply that portion of the Proceeds from such remarketing Remarketing equal to the aggregate Stated Amount, plus such accrued and unpaid distributions (including deferred distributions) Value of such the Pledged Preferred Securities, Applicable Ownership Interests in Debentures to satisfy in full the obligations of such Holders of Income PRIDES Corporate Units to pay the Purchase Price to purchase for the Common Stock under the related Purchase Contracts. The remaining portion of such Proceeds, if any, shall be distributed by the Collateral Agent to the Purchase Contract Agent for payment to the Holders. If the Remarketing Agent advises the Collateral Agent in writing that it cannot remarket the related Pledged Preferred Securities Applicable Ownership Interests in Debentures of such Holders of Income PRIDES Corporate Units at a price not less than 100% of the aggregate Stated Amount Value of such Pledged Preferred Securities plus any accrued and unpaid distributions (including deferred distributions)Applicable Ownership Interests in Debentures, or if the Remarketing does not occur because a condition precedent to such Remarketing has not been fulfilled, thus resulting in a Failed Remarketing and an event of default under the Purchase Contract Agreement and hereunderRemarketing, the Collateral AgentAgent will, for the benefit of the Company willCompany, at the written direction of the Company, retain or dispose of the Pledged Preferred Securities Applicable Ownership Interests in Debentures in accordance with applicable law and satisfy in full, from any such disposition or retention, such Holder's obligation to pay the Purchase Price for the Common StockStock under the related Purchase Contracts.

Application of Proceeds Settlement. (a) In the event a Holder of Income PRIDES (if PRIDES, unless a Tax Event Redemption Treasury Portfolio has not occurred) replaced the Debt Securities, has not elected to make an effective Cash Settlement by notifying the Purchase Contract Agent in the manner provided for in paragraph 5.4(a)(i) in Section 5.4 of the Purchase Contract Agreement or has not made an Early Settlement or Cash Merger Early Settlement of the Purchase Contract(s) Contracts underlying its Income PRIDES, such Holder shall be deemed to have elected to pay for the shares of Common Stock to be issued under such Purchase Contract(s) Contracts from the Proceeds of the related Pledged Preferred Debt Securities. The Collateral Agent shall, shall by 10:00 a.m., New York City time, on the fourth Business Day immediately preceding the Purchase Contract Settlement Date, without any instruction from such Holder of Income PRIDES, present the related Pledged Preferred Debt Securities to the Remarketing Agent for remarketing. Upon receiving such Pledged Preferred Debt Securities, the Remarketing Agent, Agent will remarket the Pledged Debt Securities pursuant to the terms of the Remarketing Agreement and the Remarketing Underwriting Agreement, will use its reasonable efforts to remarket such Pledged Preferred Securities on such date at a price not less than approximately 100.5% of the aggregate Stated Amount of such Pledged Preferred Securities, plus accrued and unpaid distributions (including deferred distributions), if any, thereon. After deducting as the Remarketing Fee an amount not exceeding 25 basis points (.25%) of the aggregate Stated Amount of the Pledged Preferred Securities from any amount of such Proceeds of the remarketing in excess of the aggregate Stated Amount, plus Value of such accrued and unpaid distributions (including deferred distributions) of the remarketed Pledged Preferred Debt Securities, the Remarketing Agent will remit the entire amount of the Proceeds of such a successful remarketing to the Collateral Agent. On the Purchase Contract Settlement Date, the Collateral Agent shall apply that portion of the Proceeds from such remarketing equal to the aggregate Stated Amount, plus such accrued and unpaid distributions (including deferred distributions) Value of such the Pledged Preferred Debt Securities, to satisfy in full the obligations of such Holders of Income PRIDES to pay the Purchase Price to purchase the Common Stock under the related Purchase Contracts. The remaining portion of such Proceeds, if any, shall be distributed by the Collateral Agent to the Purchase Contract Agent for payment to the Holders. If such remarketing on the Remarketing Agent advises third Business Day immediately preceding the Purchase Contract Settlement Date results in a Failed Remarketing, the Collateral Agent in writing that it cannot remarket the related Pledged Preferred Securities of such Holders of Income PRIDES at a price not less than 100% of the aggregate Stated Amount of such Pledged Preferred Securities plus any accrued and unpaid distributions (including deferred distributions), thus resulting in a Failed Remarketing and an event of default under the Purchase Contract Agreement and hereunder, the Collateral Agentwill, for the benefit of the Company willCompany, at the written direction of the Company, retain or dispose of the Pledged Preferred Debt Securities in accordance with applicable law and satisfy in full, from any such disposition or retention, such Holder's obligation to pay the Purchase Price for the Common StockStock under the related Purchase Contracts.

Application of Proceeds Settlement. (a) In the event a Holder of Income PRIDES Units (if a Tax Event Redemption has not occurred) has not elected to make an effective Cash Settlement by notifying the Purchase Contract Agent in the manner provided for in paragraph 5.4(a)(i) in the Purchase Contract Agreement or has not made an Early Settlement of the Purchase Contract(s) underlying its Income PRIDESUnits, such Holder shall be deemed to have elected to pay for the shares of Common Stock to be issued under such Purchase Contract(s) from the Proceeds of the related Pledged Preferred Securities. The Collateral Agent shall, by 10:00 a.m., New York City time, on the fourth Business Day immediately preceding the Purchase Contract Settlement Date, without any instruction from such Holder of Income PRIDESUnits, present the related Pledged Preferred Securities to the Remarketing Agent for remarketing. Upon receiving such Pledged Preferred Securities, the Remarketing Agent, pursuant to the terms of the Remarketing Agreement and the Remarketing Underwriting Agreement, will use its reasonable efforts to remarket such Pledged Preferred Securities on such date at a price not less than approximately 100.5____% of the aggregate Stated Amount of such Pledged Preferred Securities, plus accrued and unpaid distributions (including deferred distributions), if any, thereon. After deducting as the Remarketing Fee an amount not exceeding 25 ____ basis points (.25%.__%) of the aggregate Stated Amount of the Pledged Preferred Securities from any amount of such Proceeds in excess of the aggregate Stated Amount, plus such accrued and unpaid distributions (including deferred distributions) of the remarketed Pledged Preferred Securities, the Remarketing Agent will remit the entire amount of the Proceeds of such remarketing to the Collateral Agent. On the Purchase Contract Settlement Date, the Collateral Agent shall apply that portion of the Proceeds from such remarketing equal to the aggregate Stated Amount, plus such accrued and unpaid distributions (including deferred distributions) of such Pledged Preferred Securities, to satisfy in full the obligations of such Holders of Income PRIDES Units to pay the Purchase Price to purchase the Common Stock under the related Purchase Contracts. The remaining portion of such Proceeds, if any, shall be distributed by the Collateral Agent to the Purchase Contract Agent for payment to the Holders. If If, the Remarketing Agent advises the Collateral Agent in writing that it cannot remarket the related Pledged Preferred Securities of such Holders of Income PRIDES Units at a price not less than 100% of the aggregate Stated Amount of such Pledged Preferred Securities plus any accrued and unpaid distributions (including deferred distributions), thus resulting in a Failed Remarketing and an event of default under the Purchase Contract Agreement and hereunder, the Collateral Agent, for the benefit of the Company will, at the written direction of the Company, retain or dispose of the Pledged Preferred Securities in accordance with applicable law and satisfy in full, from any such disposition or retentiondisposition, such Holder's obligation to pay the Purchase Price for the Common Stock.. 17

Application of Proceeds Settlement. (a) In the event a Holder of Income PRIDES Upper DECS (if unless a Tax Event Redemption or a Successful Initial Remarketing has not occurred) has not elected to make an effective Cash Settlement by notifying the Forward Purchase Contract Agent (with a copy to the Collateral Agent) in the manner provided for in paragraph 5.4(a)(i5.5(a)(i) in the Forward Purchase Contract Agreement or and has not made an Early Settlement of the Forward Purchase Contract(s) Contracts underlying its Income PRIDESUpper DECS, such Holder shall be deemed to have elected to pay for the shares of Common Stock to be issued under such Forward Purchase Contract(s) Contracts from the Proceeds of the related Pledged Preferred SecuritiesNotes. The Collateral Agent shall, by 10:00 a.m., New York City time, on the fourth Business Day immediately preceding the Forward Purchase Contract Settlement Date, without any instruction from such Holder of Income PRIDESUpper DECS, present the related Pledged Preferred Securities Notes to the Remarketing Agent for remarketing. Upon receiving such Pledged Preferred SecuritiesNotes, the Remarketing Agent, pursuant to the terms of the Remarketing Agreement and the Supplemental Remarketing Underwriting Agreement, will use its reasonable efforts to remarket such Pledged Preferred Securities Notes on such date at a price of approximately 100.5% (but not less than approximately 100.5% 100%) of the aggregate Stated Amount Value of such Pledged Preferred Securities, plus accrued and unpaid distributions (including deferred distributions), if any, thereonNotes. After deducting as the Remarketing Fee an amount not exceeding 25 basis points (.25%) of the aggregate Stated Amount Value of the remarketed Pledged Preferred Securities Notes from any amount of such Proceeds in excess of the aggregate Stated Amount, plus such accrued and unpaid distributions (including deferred distributions) Value of the remarketed Remarketed Pledged Preferred SecuritiesNotes, the Remarketing Agent will remit the entire amount of the Proceeds of such remarketing to the Collateral Agent. On the Forward Purchase Contract Settlement Date, the Collateral Agent shall apply remit to the Company that portion of the Proceeds from such remarketing equal to the aggregate Stated Amount, plus such accrued and unpaid distributions (including deferred distributions) Value of such remarketed Pledged Preferred Securities, Notes to satisfy in full the obligations of such Holders of Income PRIDES Upper DECS to pay the Purchase Price to purchase the Common Stock under the related Forward Purchase Contracts. The remaining portion of such Proceeds, if any, shall be distributed remitted by the Collateral Agent to the Forward Purchase Contract Agent for payment to the Holders. If the Remarketing Agent advises the Collateral Agent in writing that it cannot remarket the related Pledged Preferred Securities Notes of such Holders of Income PRIDES Upper DECS at a price not less than 100% of the aggregate Stated Amount Value of such Pledged Preferred Securities plus any accrued and unpaid distributions (including deferred distributions)Notes or if the remarketing shall not have occurred because a condition precedent to the remarketing shall not have been fulfilled, thus resulting in a Failed Secondary Remarketing and an event of default under the Forward Purchase Contract Agreement and hereunder, the Collateral Agent, for the benefit of the Company will, at the written direction of the Company, retain or dispose of the Pledged Preferred Securities Notes in accordance with applicable law and satisfy in full, from any such disposition or retention, such Holder's obligation to pay the Purchase Price for the Common Stock.

Application of Proceeds Settlement. (a) In the event a Holder of Income PRIDES (if a Tax Event Redemption has not occurred) has not elected to make an effective Cash Settlement by notifying the Purchase Contract Agent in the manner provided for in paragraph 5.4(a)(i) in the Purchase Contract Agreement or and has not made an Early Settlement of the Purchase Contract(s) Contracts underlying its Income PRIDES, such Holder shall be deemed to have elected to pay for the shares of Common Stock to be issued under such Purchase Contract(s) Contracts from the Proceeds of the related Pledged Preferred SecuritiesDebentures. The Collateral Agent shall, by 10:00 a.m., New York City time, on the fourth Business Day immediately preceding the Purchase Contract Settlement Date, without any instruction from such Holder of Income PRIDES, present the related Pledged Preferred Securities Debentures to the Remarketing Agent for remarketing. Upon receiving such Pledged Preferred SecuritiesDebentures, the Remarketing Agent, pursuant to the terms of the Remarketing Agreement and the Supplemental Remarketing Underwriting Agreement, will use its reasonable efforts to remarket such Pledged Preferred Securities Debentures on such date at a price of approximately % (but not less than approximately 100.5% 100%) of the aggregate Stated Amount Value of such Pledged Preferred SecuritiesDebentures, plus accrued and unpaid distributions interest (including deferred distributionsinterest), if any, thereon. After deducting as the Remarketing Fee an amount not exceeding 25 basis points (.25( %) of the aggregate Stated Amount Value of the remarketed Pledged Preferred Securities Debentures from any amount of such Proceeds in excess of the aggregate Stated AmountValue, plus such accrued and unpaid distributions interest (including deferred distributionsinterest) of the remarketed Pledged Preferred SecuritiesDebentures, the Remarketing Agent will remit the entire amount of the Proceeds of such remarketing to the Collateral Agent. On the Purchase Contract Settlement Date, the Collateral Agent shall apply that portion of the Proceeds from such remarketing equal to the aggregate Stated Amount, plus such accrued and unpaid distributions (including deferred distributions) Value of such remarketed Pledged Preferred Securities, Debentures to satisfy in full the obligations of such Holders of Income PRIDES to pay the Purchase Price to purchase the Common Stock under the related Purchase Contracts. The remaining portion of such Proceeds, if any, shall be distributed remitted by the Collateral Agent to the Purchase Contract Agent for payment to the Holders. If the Remarketing Agent advises the Collateral Agent in writing that it cannot remarket the related Pledged Preferred Securities of such Holders of Income PRIDES at a price not less than 100% of the aggregate Stated Amount of such Pledged Preferred Securities plus any accrued and unpaid distributions (including deferred distributions), thus resulting in a Failed Remarketing and an event of default under the Purchase Contract Agreement and hereunder, the Collateral Agent, for the benefit of the Company will, at the written direction of the Company, retain or dispose of the Pledged Preferred Securities in accordance with applicable law and satisfy in full, from any such disposition or retention, such Holder's obligation to pay the Purchase Price for the Common Stock.Collateral

Application of Proceeds Settlement. (a) In connection with a Purchase Contract Settlement Date, in the event a Holder of Income PRIDES (if a Tax Event Redemption has not occurred) has not elected to make an effective Cash Settlement by notifying the Purchase Contract Agent in the manner provided for in paragraph 5.4(a)(i) in the Purchase Contract Agreement or has not made an Early Settlement of the Purchase Contract(s) underlying its Income PRIDES, such Holder shall be deemed to have elected to pay for the shares of Common Stock to be issued under such Purchase Contract(s) from the Proceeds of the related Pledged Preferred Debt Securities. The Collateral Agent shall, by 10:00 a.m., New York City time, on the fourth Business Day immediately preceding the such Purchase Contract Settlement Date, without any instruction from such Holder of Income PRIDES, present the applicable related Pledged Preferred Debt Securities (i.e., Series D Notes in the case of the First Purchase Contract Settlement Date and Series E Notes in the case of the Second Purchase Contract Settlement Date) to the Remarketing Agent for remarketing. Upon receiving such Pledged Preferred Debt Securities, the Remarketing Agent, pursuant to the terms of the Remarketing Agreement and the Remarketing Underwriting Agreement, will use its reasonable efforts to remarket such Pledged Preferred Debt Securities on such date at a price not less than approximately 100.5% of the aggregate Stated Amount Value of such Pledged Preferred Debt Securities, plus accrued and unpaid distributions (including deferred distributions)interest, if any, thereon. After deducting as the Remarketing Fee an amount not exceeding 25 basis points (.25%) of the aggregate Stated Amount Value of the related Pledged Preferred Debt Securities from any amount of such Proceeds in excess of the aggregate Stated AmountValue of such Debt Securities, plus such accrued and unpaid distributions (including deferred distributions) of interest on the remarketed Pledged Preferred Debt Securities, the Remarketing Agent will remit the entire amount of the Proceeds of such remarketing to the Collateral Agent. On the applicable Purchase Contract Settlement Date, the Collateral Agent shall apply that portion of the Proceeds from such remarketing equal to the aggregate Stated Amount, plus such accrued and unpaid distributions (including deferred distributions) of such Pledged Preferred Securities, Value to satisfy in full the obligations of such Holders of Income PRIDES to pay the Purchase Price on such Purchase Contract Settlement Date to purchase the Common Stock under the related Purchase Contracts. The remaining portion of such Proceeds, if any, shall be distributed by the Collateral Agent to the Purchase Contract Agent for payment to the Holders. If the Remarketing Agent advises the Collateral Agent in writing that it cannot remarket the related Pledged Preferred Debt Securities of such Holders of Income PRIDES at a price not less than 100% of the aggregate Stated Amount Value of such Pledged Preferred Debt Securities plus any accrued and unpaid distributions (including deferred distributions)interest, or if the remarketing does not occur because a condition precedent to it has not been fulfilled, thus resulting in a Failed Remarketing and an event of default under the Purchase Contract Agreement and hereunderRemarketing, the Collateral Agent, for the benefit of the Company will, at the written direction of the Company, retain or dispose of the such Pledged Preferred Debt Securities in accordance with applicable law and satisfy in full, from any such disposition or retention, such Holder's obligation to pay the Purchase Price for the Common Stock.

Application of Proceeds Settlement. (a) In the event If a Holder of Income PRIDES (if a Tax Event Redemption has not occurred) Corporate PIES has not elected to make an effective Cash Settlement by notifying the Purchase Contract Agent in the manner provided for in paragraph Section 5.4(a)(i) in the Purchase Contract Agreement Agreement, or has not made an Early Settlement of given such notice but failed to deliver the required cash prior to 11:00 a.m., New York City time, on the fifth Business Day immediately preceding the Purchase Contract(s) underlying its Income PRIDESContract Settlement Date, such Holder shall be deemed to have elected to pay for the shares of Common Stock to be issued under such Purchase Contract(s) from the Proceeds of the related Pledged Preferred SecuritiesShares. The In such event, the Collateral Agent shall, by 10:00 a.m., New York City time, on shall instruct the fourth Business Day immediately preceding the Purchase Contract Settlement Date, without any instruction from such Holder of Income PRIDES, present Securities Intermediary to Transfer the related Pledged Preferred Securities Shares to the Remarketing Agent for remarketing. Upon receiving such Pledged Preferred SecuritiesShares, the Remarketing Agent, pursuant to the terms of the Remarketing Agreement and the Remarketing Underwriting Agreement, will use its reasonable efforts to remarket such Pledged Preferred Securities Shares on such date at a price not less than approximately 100.5of 100.50% of the aggregate Stated Amount liquidation preference of such Pledged Preferred Securities, plus accrued and unpaid distributions (including deferred distributions), if any, thereonShares. After deducting as the Remarketing Fee an amount not exceeding 25 basis points (.25%) of the aggregate Stated Amount of the Pledged Preferred Securities from any amount of such Proceeds in excess of the aggregate Stated Amount, plus such accrued and unpaid distributions (including deferred distributions) of the remarketed Pledged Preferred Securities, the The Remarketing Agent will remit deposit in the entire amount Collateral Account the portion of the Proceeds of such remarketing equal to 100% the aggregate liquidation preference of the remarketed Pledged Shares and, pursuant to the Collateral AgentRemarketing Agreement, shall retain the portion of the Proceeds equal to 0.50% of the aggregate liquidation preference of the remarketed Pledged Shares. On the Purchase Contract Settlement Date, the Collateral Agent shall instruct the Securities Intermediary to apply that a portion of the Proceeds from such remarketing equal to the aggregate Stated Amount, plus such accrued and unpaid distributions (including deferred distributions) liquidation preference of such Pledged Preferred Securities, Shares to satisfy in full the obligations of such Holders of Income PRIDES Corporate PIES to pay the Purchase Price to purchase the Common Stock under the related Purchase Contracts. The remaining portion balance of the Proceeds from such Proceeds, if any, remarketing on deposit in the Collateral Account shall be distributed by the Collateral Agent transferred to the Purchase Contract Agent for payment distribution to the HoldersHolders in accordance with their respective interests. If the Remarketing Agent advises the Collateral Agent in writing that it cannot remarket the related Pledged Preferred Securities of such Holders of Income PRIDES at there has been a price not less than 100% of the aggregate Stated Amount of such Pledged Preferred Securities plus any accrued and unpaid distributions (including deferred distributions)Failed Remarketing, thus resulting in a Failed Remarketing and an event of default under the Purchase Contract Agreement and hereunder, the Collateral Agent, for the benefit of the Company willshall, at the written direction of the Company, retain or dispose of the Pledged Preferred Securities Shares in accordance with applicable law and satisfy in full, from any such disposition or retentiondisposition, such Holder's obligation Holders' obligations to pay the Purchase Price for the Common Stock.

Application of Proceeds Settlement. (a) In connection with the Purchase Contract Settlement Date, in the event a Holder of Income PRIDES Type A Securities (if a Tax Event Redemption has not occurred) has not elected to make an effective Cash Settlement by notifying the Purchase Contract Agent in the manner provided for in paragraph 5.4(a)(i) in the Purchase Contract Agreement or has not made an Early Settlement of the Purchase Contract(s) underlying its Income PRIDESType A Securities, such Holder shall be deemed to have elected to pay for the shares of Common Stock to be issued under such Purchase Contract(s) from the Proceeds of the related Pledged Preferred SecuritiesDebentures. The Collateral Agent shall, by 10:00 a.m., New York City time, on the fourth Business Day immediately preceding the Purchase Contract Settlement Date, without any instruction from such Holder of Income PRIDESType A Securities, present the related Pledged Preferred Securities Debentures to the Remarketing Agent for remarketing. Upon receiving such Pledged Preferred SecuritiesDebentures, the Remarketing Agent, pursuant to the terms of the Remarketing Agreement and the Remarketing Underwriting Agreement, will use its reasonable efforts to remarket such Pledged Preferred Securities Debentures on such date at a price of approximately ___% (but not less than approximately 100.5% ___%) of the aggregate Stated Amount Value of such Pledged Preferred SecuritiesDebentures, plus accrued and unpaid distributions (including deferred distributions)interest, if any, thereon. After deducting as the Remarketing Fee an amount not exceeding 25 ___ basis points (.25%.__%) of the aggregate Stated Amount Value of the Pledged Preferred Securities Debentures from any amount of such Proceeds in excess of the aggregate Stated AmountValue, plus such accrued and unpaid distributions (including deferred distributions) interest of the remarketed Pledged Preferred SecuritiesDebentures, the Remarketing Agent will remit the entire amount of the Proceeds of such remarketing to the Collateral Agent. On the Purchase Contract Settlement Date, the Collateral Agent shall apply that portion of the Proceeds from such remarketing equal to the aggregate Stated Amount, plus such accrued and unpaid distributions (including deferred distributions) of such Pledged Preferred SecuritiesValue, to satisfy in full the obligations of such Holders of Income PRIDES Type A Securities to pay the Purchase Price to purchase the Common Stock under the related Purchase Contracts. The remaining portion of such Proceeds, if any, shall be distributed by the Collateral Agent to the Purchase Contract Agent for payment to the Holders. If the Remarketing Agent advises the Collateral Agent in writing that it cannot remarket the related Pledged Preferred Securities Debentures of such Holders of Income PRIDES Type A Securities at a price not less than 100___% of the aggregate Stated Amount Value of such Pledged Preferred Securities Debentures plus any accrued and unpaid distributions (including deferred distributions)interest, thus resulting in a Failed Remarketing and an event of default under the Purchase Contract Agreement and hereunderRemarketing, the Collateral Agent, for the benefit of the Company will, at the written direction of the Company, retain or dispose of the Pledged Preferred Securities Debentures in accordance with applicable law and satisfy in full, from any such disposition or retention, such Holder's obligation to pay the Purchase Price for the Common Stock.

Application of Proceeds Settlement. (a) In the event a Holder of Income PRIDES (if unless a Tax Special Event Redemption Redemption, Early Settlement or a Termination Event has not occurred) has not elected to make made an effective Cash Settlement by notifying the Forward Purchase Contract Agent in the manner provided for in paragraph 5.4(a)(iSection 5.3(a)(i) in the Forward Purchase Contract Agreement or has not made an Early Settlement of the Purchase Contract(s) underlying its Income PRIDESAgreement, such Holder shall be deemed to have elected to pay for the shares of Common Stock to be issued under such Forward Purchase Contract(s) from the Proceeds of the related Pledged Preferred SecuritiesStock. The Collateral Upon notice in writing from the Remarketing Agent shallof a Successful Remarketing, by 10:00 a.m., New York City time, on no later than two Business Days prior to the fourth Business Day immediately preceding the Forward Purchase Contract Settlement Date, the REIT or the Bank, as the case may be, will promptly deliver to the Collateral Agent one or more certificates representing the remarketed Preferred Stock (containing the dividend rate, CUSIP number, a designation as "Series A-R Non-Cumulative Preferred Stock" and redemption date applicable following remarketing) to replace the certificate or certificates previously representing the remarketed Preferred Stock (the "Old Stock Certificates") and upon receipt thereof, the Collateral Agent shall without any instruction from such Holder of Income PRIDES, present cancel and destroy the related Pledged Old Stock Certificates. The Collateral Agent shall deliver the new certificates representing the remarketed Preferred Securities Stock to the Remarketing Agent in exchange for remarketing. Upon receiving such Pledged Preferred Securitiesthe Proceeds from the remarketing (minus the remarketing fee, the Remarketing Agentif any, pursuant to the terms of the Remarketing Agreement and the Remarketing Underwriting Agreement, will use its reasonable efforts ). With respect to remarket such Pledged Preferred Securities on such date at a price not less than approximately 100.5% of the aggregate Stated Amount of such Pledged Preferred Securities, plus accrued and unpaid distributions (including deferred distributions), if any, thereon. After deducting as the Remarketing Fee an amount not exceeding 25 basis points (.25%) of the aggregate Stated Amount of the Pledged Preferred Securities from any amount of such Proceeds in excess of the aggregate Stated Amount, plus such accrued and unpaid distributions (including deferred distributions) of the remarketed Pledged Preferred Securities, the Remarketing Agent will remit the entire amount of the Proceeds of such remarketing to the Collateral Agent. On the Purchase Contract Settlement Date, the Collateral Agent shall apply that portion of the Proceeds from such remarketing equal to the aggregate Stated Amount, plus such accrued and unpaid distributions (including deferred distributions) Liquidation Preference of such Pledged remarketed Preferred SecuritiesStock, the Collateral Agent shall transfer such Proceeds to the REIT or, if an Automatic Exchange has previously occurred, to satisfy the Bank in full accordance with the obligations written instructions of such Holders of Income PRIDES the REIT or the Bank, as the case may be. With respect to pay the Purchase Price to purchase the Common Stock under the related Purchase Contracts. The remaining that portion of such Proceedsthe remarketing Proceeds in excess of the aggregate Liquidation Preference, if any, shall be distributed by the Collateral Agent shall remit such Proceeds to the Forward Purchase Contract Agent for payment to the Holders. If In the event that the Remarketing Agent advises the Collateral Agent in writing that it cannot remarket the related Pledged Preferred Securities of such Holders of Income PRIDES at a price not less than 100% of the aggregate Stated Amount of such Pledged Preferred Securities plus any accrued and unpaid distributions (including deferred distributions), thus resulting in a Failed Remarketing and an event of default under the Purchase Contract Agreement and hereunderhas occurred, the Collateral Agent, for the benefit of the Company willshall, at on the written direction Forward Purchase Contract Settlement Date, in exercise of its rights as a secured party with respect to the relevant Pledged Preferred Stock and in full satisfaction of the Company, retain or dispose of relevant Holders' obligations under the Pledged Preferred Securities in accordance with applicable law and satisfy in full, from any such disposition or retention, such Holder's obligation Forward Purchase Contract Agreement to pay the Purchase Price for the Common Stock, promptly transfer such Preferred Stock to the Bank, representing a capital contribution of such Preferred Stock by the Company to the Bank.

Application of Proceeds Settlement. (a) In the event a Holder of Income PRIDES (if a Tax Event Redemption has not occurred) Corporate Units, unless the Applicable Ownership Interests in the Treasury Portfolio have replaced the Applicable Ownership Interests in Debentures as components of the Corporate Units, has not elected to make an effective Cash Settlement by notifying the Purchase Contract Agent in the manner provided for in paragraph Section 5.4(a)(i) in of the Purchase Contract Agreement or has not made an Early Settlement or a Fundamental Change Early Settlement of the Purchase Contract(s) Contracts underlying its Income PRIDESCorporate Units, such Holder shall be deemed to have elected consented to the disposition of the Debentures underlying the Pledged Applicable Ownership Interests in Debentures pursuant to the Remarketing as described in Section 5.4(a) of the Purchase Contract Agreement in order to pay for the shares of Common Stock to be issued under such Purchase Contract(s) from the Proceeds of the related Pledged Preferred SecuritiesContract. The Collateral Agent shall, shall by 10:00 a.m., New York City time, on the fourth sixth Business Day immediately preceding the Purchase Contract Settlement Date, without any instruction from such Holder of Income PRIDESCorporate Units, present the related Debentures underlying the Pledged Preferred Securities Applicable Ownership Interests in Debentures to the Remarketing Agent Agents for remarketing. Upon receiving such Pledged Preferred SecuritiesDebentures, the Remarketing AgentAgents, pursuant to the terms of the Remarketing Agreement and the Remarketing Underwriting Agreement, will use its their commercially reasonable efforts to remarket such Debentures underlying the Pledged Preferred Securities Applicable Ownership Interests in Debentures on such date at a price not less equal to or greater than approximately 100.5100% of the aggregate Stated Amount Value of such Pledged Preferred Securities, Applicable Ownership Interests in Debentures plus accrued and unpaid distributions (including deferred distributions), if any, thereonthe Remarketing Fee. After deducting as The Remarketing Agents may deduct the Remarketing Fee an amount not exceeding 25 basis points (.25%) from any portion of the aggregate Stated Amount proceeds from the Remarketing of the Pledged Preferred Securities from any amount of such Proceeds Debentures that is in excess of the aggregate Stated Amount, plus such accrued and unpaid distributions (including deferred distributions) sum of 100% of the remarketed aggregate Value of such Pledged Preferred SecuritiesApplicable Ownership Interests in Debentures and the aggregate Separate Debentures Purchase Price. Upon a Successful Remarketing and after deducting the Remarketing Fee from such Proceeds, the Remarketing Agent Agents will remit the entire amount remaining portion of the Proceeds of a Successful Remarketing related to such remarketing Applicable Ownership Interest in Debentures to the Collateral Agent. On the Purchase Contract Settlement Date, the Collateral Agent shall apply that portion of the Proceeds from such remarketing Remarketing equal to the aggregate Stated Amount, plus such accrued and unpaid distributions (including deferred distributions) Value of such the Pledged Preferred Securities, Applicable Ownership Interests in Debentures to satisfy in full the obligations of such Holders of Income PRIDES Corporate Units to pay the Purchase Price to purchase for the Common Stock under the related Purchase Contracts. The remaining portion of such Proceeds, if any, shall be distributed by the Collateral Agent to the Purchase Contract Agent for payment to the Holders. If the Remarketing Agent advises Agents advise the Collateral Agent in writing that it they cannot remarket the related Pledged Preferred Securities Applicable Ownership Interests in Debentures of such Holders of Income PRIDES Corporate Units at a price not less than 100% of the aggregate Stated Amount Value of such Pledged Preferred Securities plus any accrued and unpaid distributions (including deferred distributions)Applicable Ownership Interests in Debentures, or if the Remarketing does not occur because a condition precedent to such Remarketing has not been fulfilled, thus resulting in a Failed Remarketing and an event of default under the Purchase Contract Agreement and hereunderRemarketing, the Collateral Agent, for the benefit of the Company will, at the written direction of the Company, retain or dispose of the Pledged Preferred Securities Agent will proceed as described in accordance with applicable law and satisfy in full, from any such disposition or retention, such Holder's obligation to pay the Purchase Price for the Common Stock.Section 4.4

Application of Proceeds Settlement. (a) In the event If a Holder of Income PRIDES (if a Tax Event Redemption has not occurred) Corporate Units has not elected to make an effective Cash Settlement by notifying the Purchase Contract Agent in the manner provided for in paragraph Section 5.4(a)(i) in the Purchase Contract Agreement Agreement, or has not made an Early Settlement of given such notice but failed to deliver the required cash prior to 11:00 A.M., New York City time, on the fifth Business Day immediately preceding the Purchase Contract(s) underlying its Income PRIDESContract Settlement Date, such Holder shall be deemed to have elected to pay for the shares of Common Stock to be issued under such Purchase Contract(s) from the Proceeds of the related Pledged Preferred SecuritiesDebentures. The In such event, the Collateral Agent shall, by 10:00 a.m., New York City time, on shall instruct the fourth Business Day immediately preceding the Purchase Contract Settlement Date, without any instruction from such Holder of Income PRIDES, present Securities Intermediary to Transfer the related Pledged Preferred Securities Debentures to the Remarketing Agent for remarketing. Upon receiving such Pledged Preferred SecuritiesDebentures, the Remarketing Agent, pursuant to the terms of the Remarketing Agreement and the Remarketing Underwriting Agreement, will use its reasonable efforts to remarket such Pledged Preferred Securities Debentures on such date at a price not less than approximately 100.5of [_____]% of the aggregate Stated Amount principal amount of such Pledged Preferred Securities, plus accrued and unpaid distributions (including deferred distributions), if any, thereonDebentures. After deducting as the Remarketing Fee an amount not exceeding 25 basis points (.25%) of the aggregate Stated Amount of the Pledged Preferred Securities from any amount of such Proceeds in excess of the aggregate Stated Amount, plus such accrued and unpaid distributions (including deferred distributions) of the remarketed Pledged Preferred Securities, the The Remarketing Agent will remit deposit the entire amount of the Proceeds of such remarketing to in the Collateral AgentAccount. On the Purchase Contract Settlement Date, the Collateral Agent shall instruct the Securities Intermediary to apply that a portion of the Proceeds from such remarketing equal to the aggregate Stated Amount, plus such accrued and unpaid distributions (including deferred distributions) principal amount of such Pledged Preferred Securities, Debentures to satisfy in full the obligations of such Holders of Income PRIDES Corporate Units to pay the Purchase Price to purchase the Common Stock under the related Purchase Contracts. The remaining portion balance of the Proceeds from such Proceeds, if any, remarketing shall be distributed by the Collateral Agent transferred to [the Purchase Contract Agent for payment distribution to the HoldersHolders in accordance with their respective interests]. If the Remarketing Agent advises the Collateral Agent in writing that it cannot remarket the related Pledged Preferred Securities of such Holders of Income PRIDES at there has been a price not less than 100% of the aggregate Stated Amount of such Pledged Preferred Securities plus any accrued and unpaid distributions (including deferred distributions)Failed Remarketing, thus resulting in a Failed Remarketing and an event of default under the Purchase Contract Agreement and hereunderthis Agreement, the Collateral Agent, for the benefit of the Company willshall, at the written direction of the Company, retain or dispose of the Pledged Preferred Securities Debentures in accordance with applicable law and satisfy in full, from any such disposition or retentiondisposition, such Holder's obligation Holders' obligations to pay the Purchase Price for the Common Stock.

Application of Proceeds Settlement. (a) In the event a Holder of Income PRIDES (if Corporate Units, unless a Tax Event Redemption Treasury Portfolio has not occurred) replaced the Debt Securities, has not elected to make an effective Cash Settlement by notifying the Purchase Contract Agent in the manner provided for in paragraph Section 5.4(a)(i) in of the Purchase Contract Agreement or has not made an Early Settlement of the Purchase Contract(s) Contracts underlying its Income PRIDESCorporate Units, such Holder shall be deemed to have elected to pay for the shares of Common Stock to be issued under such Purchase Contract(s) Contracts from the Proceeds of the related Pledged Preferred Debt Securities. The Collateral Agent shall, shall by 10:00 a.m., New York City time, on the fourth Business Day immediately preceding the Purchase Contract Settlement Date, without any instruction from such Holder of Income PRIDESCorporate Units, present the related Pledged Preferred Debt Securities to the Remarketing Agent for remarketing. Upon receiving such Pledged Preferred Debt Securities, the Remarketing Agent, pursuant to the terms of the Remarketing Agreement and the Remarketing Underwriting Agreement, will use its reasonable efforts to remarket such Pledged Preferred Debt Securities on such date at a price of approximately [100.5]% (but not less than approximately 100.5% [100]%) of the aggregate Stated Amount Value of such Pledged Preferred Debt Securities, plus accrued and unpaid distributions (including deferred distributions)interest, if any, thereon. After deducting as the Remarketing Fee an amount not exceeding 25 ___ basis points (.25%.__%) of the aggregate Stated Amount Value of the Pledged Preferred Debt Securities from any amount of such Proceeds in excess of the sum of (i) the aggregate Stated AmountValue of such Debt Securities, plus (ii) such accrued and unpaid distributions (including deferred distributions) of interest on the remarketed Pledged Preferred Debt Securities, the Remarketing Agent will remit the entire amount of the Proceeds of such a successful remarketing to the Collateral Agent. On the Purchase Contract Settlement Date, the Collateral Agent shall apply that portion of the Proceeds from such remarketing equal to the aggregate Stated Amount, plus such accrued and unpaid distributions (including deferred distributions) Value of such the Pledged Preferred Debt Securities, to satisfy in full the obligations of such Holders of Income PRIDES Corporate Units to pay the Purchase Price to purchase the Common Stock under the related Purchase Contracts. The remaining portion of such Proceeds, if any, shall be distributed by the Collateral Agent to the Purchase Contract Agent for payment to the Holders. If the Remarketing Agent advises the Collateral Agent in writing that it cannot remarket the related Pledged Preferred Debt Securities of such Holders of Income PRIDES Corporate Units at a price not less than 100% of the aggregate Stated Amount Value of such Pledged Preferred Debt Securities plus any accrued and unpaid distributions (including deferred distributions)interest, or if the remarketing does not occur because a condition precedent to it has not been fulfilled, thus resulting in a Failed Remarketing and an event of default under the Purchase Contract Agreement and hereunderRemarketing, the Collateral AgentAgent will, for the benefit of the Company willCompany, at the written direction of the Company, retain or dispose of the Pledged Preferred Debt Securities in accordance with applicable law and satisfy in full, from any such disposition or retention, such Holder's obligation to pay the Purchase Price for the Common StockStock under the related Purchase Contracts.

Application of Proceeds Settlement. (a) In the event If a Holder of Income PRIDES (if a Tax Event Redemption has not occurred) Corporate PIES has not elected to make an effective Cash Settlement by notifying the Purchase Contract Agent in the manner provided for in paragraph Section 5.4(a)(i) in the Purchase Contract Agreement Agreement, or has not made an Early Settlement of given such notice but failed to deliver the required cash prior to 11:00 a.m. (New York City time) on the fifth Business Day immediately preceding the Purchase Contract(s) underlying its Income PRIDESContract Settlement Date, such Holder shall be deemed to have elected to pay for the shares of Common Stock to be issued under such Purchase Contract(s) Contracts from the Proceeds of the related Pledged Preferred SecuritiesSenior Notes. The Collateral Agent shallIn such event, by 10:00 a.m., New York City time, on the fourth Business Day immediately preceding the Purchase Contract Settlement DateAgent, without any instruction from such Holder subject to its receipt of Income PRIDESthe notice required by Section 5.5(d), present will send a notice to the Collateral Agent directing it to instruct the Securities Intermediary to Transfer the related Pledged Preferred Securities Senior Notes to the Remarketing Agent for remarketingRemarketing. Upon receiving such Pledged Preferred SecuritiesSenior Notes, the Remarketing Agent, pursuant to the terms of the Remarketing Agreement and the Remarketing Underwriting Agreement, will use its commercially reasonable efforts to remarket such Pledged Preferred Securities Senior Notes on such date at a price not less than approximately 100.5of 100.25% of the aggregate Stated Amount principal amount of such Pledged Preferred Securities, plus accrued and unpaid distributions (including deferred distributions), if any, thereonSenior Notes. After deducting as the Remarketing Fee an amount not exceeding 25 basis points (.25%) of the aggregate Stated Amount of the Pledged Preferred Securities from any amount of such Proceeds in excess of the aggregate Stated Amount, plus such accrued and unpaid distributions (including deferred distributions) of the remarketed Pledged Preferred Securities, the The Remarketing Agent will remit deposit in the entire amount Collateral Account the portion of the Proceeds of such remarketing equal to 100% the aggregate principal amount of the remarketed Pledged Senior Notes and, pursuant to the Collateral AgentRemarketing Agreement, shall retain the portion of the Proceeds equal to 0.25% of the aggregate principal amount of the remarketed Pledged Senior Notes. On the Purchase Contract Settlement Date, the Collateral Agent shall instruct the Securities Intermediary to apply that a portion of the Proceeds from such remarketing Remarketing equal to the aggregate Stated Amount, plus such accrued and unpaid distributions (including deferred distributions) principal amount of such Pledged Preferred Securities, Senior Notes to satisfy in full the obligations of such Holders of Income PRIDES Corporate PIES to pay the Purchase Price to purchase the shares of Common Stock under the related Purchase Contracts. The remaining portion of such Proceeds, if any, shall be distributed by the Collateral Agent to the Purchase Contract Agent for payment to the Holders. If the Remarketing Agent advises the Collateral Agent in writing that it cannot remarket the related Pledged Preferred Securities of such Holders of Income PRIDES at there has been a price not less than 100% of the aggregate Stated Amount of such Pledged Preferred Securities plus any accrued and unpaid distributions (including deferred distributions)Failed Remarketing, thus resulting in a Failed Remarketing and an event of default under the Purchase Contract Agreement and hereunder, the Collateral Agent, for the benefit of the Company willshall, at the written direction of the Company, retain or dispose of the Pledged Preferred Securities Senior Notes in accordance with applicable law and satisfy in full, from any such disposition or retentiondisposition, such Holder's obligation Holders' obligations to pay the Purchase Price for the shares of Common Stock. Notwithstanding the foregoing, the Company shall pay any accrued and unpaid interest on the Pledged Senior Notes in cash to the Purchase Contract Agent for payment to such Holders of Corporate PIES of which such Pledged Senior Notes are a part.

Application of Proceeds Settlement. (a) In connection with a Purchase Contract Settlement Date, in the event a Holder of Income PRIDES Corporate Units (if unless a Tax Event Redemption Treasury Portfolio has not occurredreplaced the relevant Debt Securities) has not elected to make an effective Cash Settlement by notifying the Purchase Contract Agent in the manner provided for in paragraph 5.4(a)(i) in the Purchase Contract Agreement or has not made an Early Settlement of the Purchase Contract(s) underlying its Income PRIDESCorporate Units, such Holder shall be deemed to have elected to pay for the shares of Common Stock to be issued under such Purchase Contract(s) from the Proceeds of the related Pledged Preferred Debt Securities. The Collateral Agent shall, by 10:00 a.m., New York City time, on the fourth Business Day immediately preceding the such Purchase Contract Settlement Date, without any instruction from such Holder of Income PRIDESCorporate Units, present the applicable related Pledged Preferred Debt Securities (i.e., Series K Notes in the case of the First Purchase Contract Settlement Date and Series L Notes in the case of the Second Purchase Contract Settlement Date) to the Remarketing Agent for remarketing. Upon receiving such Pledged Preferred Debt Securities, the Remarketing Agent, pursuant to the terms of the Remarketing Agreement and the Remarketing Underwriting Agreement, will use its reasonable efforts to remarket such Pledged Preferred Debt Securities on such date at a price not less than approximately 100.5% of the aggregate Stated Amount Value of such Pledged Preferred Debt Securities, plus accrued and unpaid distributions (including deferred distributions)interest, if any, thereon. After deducting as the Remarketing Fee an amount not exceeding 25 basis points (.25%) of the aggregate Stated Amount Value of the related Pledged Preferred Debt Securities from any amount of such Proceeds in excess of the aggregate Stated AmountValue of such Debt Securities, plus such accrued and unpaid distributions (including deferred distributions) of interest on the remarketed Pledged Preferred Debt Securities, the Remarketing Agent will remit the entire amount of the Proceeds of such remarketing to the Collateral Agent. On the applicable Purchase Contract Settlement Date, the Collateral Agent shall apply that portion of the Proceeds from such remarketing equal to the aggregate Stated Amount, plus such accrued and unpaid distributions (including deferred distributions) of such Pledged Preferred Securities, Value to satisfy in full the obligations of such Holders of Income PRIDES Corporate Units to pay the Purchase Price on such Purchase Contract Settlement Date to purchase the Common Stock under the related Purchase Contracts. The remaining portion of such Proceeds, if any, shall be distributed by the Collateral Agent to the Purchase Contract Agent for payment to the Holders. If the Remarketing Agent advises the Collateral Agent in writing that it cannot remarket the related Pledged Preferred Debt Securities of such Holders of Income PRIDES Corporate Units at a price not less than 100% of the aggregate Stated Amount Value of such Pledged Preferred Debt Securities plus any accrued and unpaid distributions (including deferred distributions)interest, or if the remarketing does not occur because a condition precedent to it has not been fulfilled, thus resulting in a Failed Remarketing and an event of default under the Purchase Contract Agreement and hereunderRemarketing, the Collateral Agent, for the benefit of the Company will, at the written direction of the Company, retain or dispose of the such Pledged Preferred Debt Securities in accordance with applicable law and satisfy in full, from any such disposition or retention, such Holder's obligation to pay the Purchase Price for the Common Stock.

Application of Proceeds Settlement. (a) In the event a Holder of Income PRIDES (if a Tax Event Redemption Corporate Units, unless the Treasury Portfolio has not occurred) replaced the Debentures, has not elected to make an effective Cash Settlement by notifying the Purchase Contract Agent in the manner provided for in paragraph Section 5.4(a)(i) in of the Purchase Contract Agreement or has not made an Early Settlement of the Purchase Contract(s) Contracts underlying its Income PRIDESCorporate Units, such Holder shall be deemed to have elected to pay for the shares of Common Stock to be issued under such Purchase Contract(s) Contracts from the Proceeds of the related Pledged Preferred SecuritiesDebentures. The Collateral Agent shall, shall by 10:00 a.m., New York City time, on the fourth Business Day immediately preceding the Purchase Contract Settlement Date, without any instruction from such Holder of Income PRIDESCorporate Units, present the related Pledged Preferred Securities Debentures to the Remarketing Agent for remarketing. Upon receiving such Pledged Preferred SecuritiesDebentures, the Remarketing Agent, pursuant to the terms of the Remarketing Agreement and the Remarketing Underwriting Agreement, will use its reasonable efforts to remarket such Pledged Preferred Securities Debentures on such date at a price of approximately ____% (but not less than approximately 100.5% ___%) of the aggregate Stated Amount Value of such Pledged Preferred SecuritiesDebentures, plus accrued and unpaid distributions (including deferred distributions)interest, if any, thereon. After deducting as the Remarketing Fee an amount not exceeding 25 __ basis points (.25%.__%) of the aggregate Stated Amount Value of the Pledged Preferred Securities Debentures from any amount of such Proceeds in excess of the aggregate Stated AmountValue of such Debentures, plus such accrued and unpaid distributions (including deferred distributions) interest of the remarketed Pledged Preferred SecuritiesDebentures, the Remarketing Agent will remit the entire amount of the Proceeds of such a successful remarketing to the Collateral Agent. On the Purchase Contract Settlement Date, the Collateral Agent shall apply that portion of the Proceeds from such remarketing equal to the aggregate Stated Amount, plus such accrued and unpaid distributions (including deferred distributions) Value of such the Pledged Preferred SecuritiesDebentures, to satisfy in full the obligations of such Holders of Income PRIDES Corporate Units to pay the Purchase Price to purchase the Common Stock under the related Purchase Contracts. The remaining portion of such Proceeds, if any, shall be distributed by the Collateral Agent to the Purchase Contract Agent for payment to the Holders. If the Remarketing Agent advises the Collateral Agent in writing that it cannot remarket the related Pledged Preferred Securities Debentures of such Holders of Income PRIDES Corporate Units at a price not less than 100___% of the aggregate Stated Amount Value of such Pledged Preferred Securities Debentures plus any accrued and unpaid distributions (including deferred distributions)interest, thus resulting in a Failed Remarketing and an event of default under the Purchase Contract Agreement and hereunderRemarketing, the Collateral AgentAgent will, for the benefit of the Company willCompany, at the written direction of the Company, retain or dispose of the Pledged Preferred Securities Debentures in accordance with applicable law and satisfy in full, from any such disposition or retention, such Holder's obligation to pay the Purchase Price for the Common StockStock under the related Purchase Contracts.

Application of Proceeds Settlement. (a) In the event a Holder of Income PRIDES Type A Securities (if a Tax Event Redemption has not occurred) has not elected to make an effective Cash Settlement by notifying the Purchase Contract Agent in the manner provided for in paragraph 5.4(a)(i) in the Purchase Contract Agreement or has not made an Early Settlement of the Purchase Contract(s) underlying its Income PRIDESType A Securities, such Holder shall be deemed to have elected to pay for the shares of Common Stock Shares to be issued under such Purchase Contract(s) from the Proceeds of the related Pledged Preferred Debt Securities. The Collateral Agent shall, by 10:00 a.m., New York City a.m. ______________ time, on the fourth Business Day immediately preceding the Purchase Contract Settlement Date, without any instruction from such Holder of Income PRIDESType A Securities, present the related Pledged Preferred Debt Securities to the Remarketing Agent for remarketing. Upon receiving such Pledged Preferred Debt Securities, the Remarketing Agent, pursuant to the terms of the Remarketing Agreement and the Remarketing Underwriting Agreement, will use its reasonable efforts to remarket such Pledged Preferred Debt Securities on such date at a price not less than approximately 100.5_____% of the aggregate Stated Amount Value of such Pledged Preferred Debt Securities, plus accrued and unpaid distributions (including deferred distributions), if any, thereon. After deducting as the Remarketing Fee an amount not exceeding 25 ___ basis points (.25%) of the aggregate Stated Amount Value of the Pledged Preferred Debt Securities from any amount of such Proceeds in excess of the aggregate Stated AmountValue, plus such accrued and unpaid distributions (including deferred distributions) of the remarketed Pledged Preferred Debt Securities, the Remarketing Agent will remit the entire amount of the Proceeds of such remarketing to the Collateral Agent. On the Purchase Contract Settlement Date, the Collateral Agent shall apply that portion of the Proceeds from such remarketing equal to the aggregate Stated AmountValue, plus such accrued and unpaid distributions (including deferred distributions) of such Pledged Preferred Debt Securities, to satisfy in full the obligations of such Holders of Income PRIDES Type A Securities to pay the Purchase Price to purchase the Common Stock Shares under the related Purchase Contracts. The remaining portion of such Proceeds, if any, shall be distributed by the Collateral Agent to the Purchase Contract Agent for payment to the Holders. If the Remarketing Agent advises the Collateral Agent in writing that it cannot remarket the related Pledged Preferred Debt Securities of such Holders of Income PRIDES Type A Securities at a price not less than 100% of the aggregate Stated Amount Value of such Pledged Preferred Debt Securities plus any accrued and unpaid distributions (including deferred distributions), thus resulting in a Failed Remarketing and an event of default under the Purchase Contract Agreement and hereunder, the Collateral Agent, for the benefit of the Company will, at the written direction of the Company, retain or dispose of the Pledged Preferred Debt Securities in accordance with applicable law and satisfy in full, from any such disposition or retention, such Holder's obligation to pay the Purchase Price for the Common StockShares.

Application of Proceeds Settlement. (a) In the event a Holder of Income PRIDES Corporate Units (if unless a Tax Event Redemption or a Successful Initial Remarketing has not occurred) has not elected to make an effective Cash Settlement by notifying the Purchase Contract Agent (with a copy to the Collateral Agent) in the manner provided for in paragraph 5.4(a)(i5.04(a)(i) in the Purchase Contract Agreement or and has not made an Early Settlement or Merger Early Settlement of the Purchase Contract(s) Contracts underlying its Income PRIDESCorporate Units, such Holder shall be deemed to have elected to pay for the shares of Common Stock to be issued under such Purchase Contract(s) Contracts from the Proceeds of the related Pledged Preferred SecuritiesNotes. The Collateral Agent shall, by 10:00 a.m., New York City time, on the fourth Business Day immediately preceding the Purchase Contract Settlement Date, without any instruction from such Holder of Income PRIDESCorporate Units, present the related Pledged Preferred Securities Notes to the Remarketing Agent for remarketing. Upon receiving such Pledged Preferred SecuritiesNotes, the Remarketing Agent, pursuant to the terms of the Remarketing Agreement and the Supplemental Remarketing Underwriting Agreement, will use its commercially reasonable best efforts to remarket such Pledged Preferred Securities Notes on such date at a price not less than approximately 100.5% of the aggregate Stated Amount of such Pledged Preferred Securities, plus accrued and unpaid distributions (including deferred distributions), if any, thereonReset Rate. After deducting as the Remarketing Fee an amount not exceeding 25 basis points (.25%) of the aggregate Stated Amount Value of the remarketed Pledged Preferred Securities Notes from any amount of such Proceeds in excess of the aggregate Stated Amount, plus such accrued and unpaid distributions (including deferred distributions) Value of the remarketed Pledged Preferred SecuritiesNotes, the Remarketing Agent will remit the entire amount of the Proceeds of such remarketing to the Collateral Agent. On the Purchase Contract Settlement Date, the Collateral Agent shall apply that portion of the Proceeds from such remarketing equal to the aggregate Stated Amount, plus such accrued and unpaid distributions (including deferred distributions) Value of such remarketed Pledged Preferred Securities, Notes to satisfy in full the obligations of such Holders of Income PRIDES Corporate Units to pay the Purchase Price to purchase the Common Stock under the related Purchase Contracts. The remaining portion of such Proceeds, if any, shall be distributed remitted by the Collateral Agent to the Purchase Contract Agent for payment to the Holders. If the Remarketing Agent advises the Collateral Agent in writing that it cannot remarket the related Pledged Preferred Securities Notes of such Holders of Income PRIDES Corporate Units at a price not less than 100% of the aggregate Stated Amount Value of such Pledged Preferred Securities plus any accrued and unpaid distributions (including deferred distributions)Notes or if the remarketing shall not have occurred because a condition precedent to the remarketing shall not have been fulfilled, thus resulting in a Failed Secondary Remarketing and an event of default under the Purchase Contract Agreement and hereunder, the Collateral Agent, for the benefit of the Company will, at the written direction of the Company, retain or dispose of the Pledged Preferred Securities Notes in accordance with applicable law and satisfy in full, from any such disposition or retention, such Holder's obligation to pay the Purchase Price for the Common Stock.

Application of Proceeds Settlement. (a) In the event a Holder of Income PRIDES (if a Tax Event Redemption has not occurred) Corporate Units, unless the Applicable Ownership Interests in the Treasury Portfolio have replaced the Applicable Ownership Interests in Debentures as components of the Corporate Units, has not elected to make an effective Cash Settlement by notifying the Purchase Contract Agent in the manner provided for in paragraph Section 5.4(a)(i) in of the Purchase Contract Agreement or has not made an Early Settlement or a Fundamental Change Early Settlement of the Purchase Contract(s) Contracts underlying its Income PRIDESCorporate Units, such Holder shall be deemed to have elected consented to the disposition of the Debentures underlying the Pledged Applicable Ownership Interests in Debentures pursuant to the Remarketing as described in Section 5.4(a) of the Purchase Contract Agreement in order to pay for the shares of Common Stock to be issued under such Purchase Contract(s) from the Proceeds of the related Pledged Preferred SecuritiesContract. The Collateral Agent shall, shall by 10:00 a.m., New York City time, on the fourth sixth Business Day immediately preceding the Purchase Contract Settlement Date, without any instruction from such Holder of Income PRIDESCorporate Units, present the related Debentures underlying the Pledged Preferred Securities Applicable Ownership Interests in Debentures to the Remarketing Agent Agents for remarketing. Upon receiving such Pledged Preferred SecuritiesDebentures, the Remarketing AgentAgents, pursuant to the terms of the Remarketing Agreement and the Remarketing Underwriting Agreement, will use its their commercially reasonable efforts to remarket such Debentures underlying the Pledged Preferred Securities Applicable Ownership Interests in Debentures on such date at a price not less equal to or greater than approximately 100.5100% of the aggregate Stated Amount Value of such Pledged Preferred Securities, Applicable Ownership Interests in Debentures plus accrued and unpaid distributions (including deferred distributions), if any, thereonthe Remarketing Fee. After deducting as The Remarketing Agents may deduct the Remarketing Fee an amount not exceeding 25 basis points (.25%) from any portion of the aggregate Stated Amount proceeds from the Remarketing of the Pledged Preferred Securities from any amount of such Proceeds Debentures that is in excess of the aggregate Stated Amount, plus such accrued and unpaid distributions (including deferred distributions) sum of 100% of the remarketed aggregate Value of such Pledged Preferred SecuritiesApplicable Ownership Interests in Debentures and the aggregate Separate Debentures Purchase Price. Upon a Successful Remarketing and after deducting the Remarketing Fee from such Proceeds, the Remarketing Agent Agents will remit the entire amount remaining portion of the Proceeds of a Successful Remarketing related to such remarketing Applicable Ownership Interest in Debentures to the Collateral Agent. On the Purchase Contract Settlement Date, the Collateral Agent shall apply that portion of the Proceeds from such remarketing Remarketing equal to the aggregate Stated Amount, plus such accrued and unpaid distributions (including deferred distributions) Value of such the Pledged Preferred Securities, Applicable Ownership Interests in Debentures to satisfy in full the obligations of such Holders of Income PRIDES Corporate Units to pay the Purchase Price to purchase for the Common Stock under the related Purchase Contracts. The remaining portion of such Proceeds, if any, shall be distributed by the Collateral Agent to the Purchase Contract Agent for payment to the Holders. If the Remarketing Agent advises Agents advise the Collateral Agent in writing that it they cannot remarket the related Pledged Preferred Securities Applicable Ownership Interests in Debentures of such Holders of Income PRIDES Corporate Units at a price not less than 100% of the aggregate Stated Amount Value of such Pledged Preferred Securities plus any accrued and unpaid distributions (including deferred distributions)Applicable Ownership Interests in Debentures, or if the Remarketing does not occur because a condition precedent to such Remarketing has not been fulfilled, thus resulting in a Failed Remarketing and an event of default under the Purchase Contract Agreement and hereunderRemarketing, the Collateral Agent, for the benefit of the Company will, at the written direction of the Company, retain or dispose of the Pledged Preferred Securities Agent will proceed as described in accordance with applicable law and satisfy in full, from any such disposition or retention, such Holder's obligation to pay the Purchase Price for the Common StockSection 4.4 hereof.

Application of Proceeds Settlement. (a) In the event If a Holder of Income PRIDES (if a Tax Event Redemption has not occurred) Corporate SPUS has not elected to make an effective Cash Settlement by notifying the Purchase Contract Agent in the manner provided for in paragraph Section 5.4(a)(i) in the Purchase Contract Agreement Agreement, or has not made an Early Settlement of given such notice but failed to deliver the required cash prior to 11:00 a.m., New York City time, on the fifth Business Day immediately preceding the Purchase Contract(s) underlying its Income PRIDESContract Settlement Date, such Holder shall be deemed to have elected to pay for the shares of Common Stock to be issued under such Purchase Contract(s) from the Proceeds of the related Pledged Preferred SecuritiesShares. The In such event, the Collateral Agent shall, by 10:00 a.m., New York City time, on shall instruct the fourth Business Day immediately preceding the Purchase Contract Settlement Date, without any instruction from such Holder of Income PRIDES, present Securities Intermediary to Transfer the related Pledged Preferred Securities Shares to the Remarketing Agent for remarketing. Upon receiving such Pledged Preferred SecuritiesShares, the Remarketing Agent, pursuant to the terms of the Remarketing Agreement and the Remarketing Underwriting Agreement, will use its reasonable efforts to remarket such Pledged Preferred Securities Shares on such date at a price not less than approximately 100.5of 100.50% of the aggregate Stated Amount liquidation preference of such Pledged Preferred Securities, plus accrued and unpaid distributions (including deferred distributions), if any, thereonShares. After deducting as the Remarketing Fee an amount not exceeding 25 basis points (.25%) of the aggregate Stated Amount of the Pledged Preferred Securities from any amount of such Proceeds in excess of the aggregate Stated Amount, plus such accrued and unpaid distributions (including deferred distributions) of the remarketed Pledged Preferred Securities, the The Remarketing Agent will remit deposit in the entire amount Collateral Account the portion of the Proceeds of such remarketing equal to 100% the aggregate liquidation preference of the remarketed Pledged Shares and, pursuant to the Collateral AgentRemarketing Agreement, shall retain the portion of the Proceeds equal to 0.50% of the aggregate liquidation preference of the remarketed Pledged Shares. On the Purchase Contract Settlement Date, the Collateral Agent shall instruct the Securities Intermediary to apply that a portion of the Proceeds from such remarketing equal to the aggregate Stated Amount, plus such accrued and unpaid distributions (including deferred distributions) liquidation preference of such Pledged Preferred Securities, Shares to satisfy in full the obligations of such Holders of Income PRIDES Corporate SPUS to pay the Purchase Price to purchase the Common Stock under the related Purchase Contracts. The remaining portion balance of the Proceeds from such Proceeds, if any, remarketing on deposit in the Collateral Account shall be distributed by the Collateral Agent transferred to the Purchase Contract Agent for payment distribution to the HoldersHolders in accordance with their respective interests. If the Remarketing Agent advises the Collateral Agent in writing that it cannot remarket the related Pledged Preferred Securities of such Holders of Income PRIDES at there has been a price not less than 100% of the aggregate Stated Amount of such Pledged Preferred Securities plus any accrued and unpaid distributions (including deferred distributions)Failed Remarketing, thus resulting in a Failed Remarketing and an event of default under the Purchase Contract Agreement and hereunder, the Collateral Agent, for the benefit of the Company willshall, at the written direction of the Company, retain or dispose of the Pledged Preferred Securities Shares in accordance with applicable law and satisfy in full, from any such disposition or retentiondisposition, such Holder's obligation Holders' obligations to pay the Purchase Price for the Common Stock.

Application of Proceeds Settlement. (a) In the event a Holder of Income PRIDES (if a Tax Event Redemption has not occurred) has not elected to make an effective Cash Settlement by notifying the Purchase Contract Agent in the manner provided for in paragraph 5.4(a)(i) in the Purchase Contract Agreement or has not made an Early Settlement of the Purchase Contract(s) underlying its Income PRIDESType A Securities, such Holder shall be deemed to have elected to pay for the shares of Common Stock to be issued under such Purchase Contract(s) from the Proceeds of the related Pledged Preferred Debt Securities. The Collateral Agent shall, by 10:00 a.m., New York City time, on the fourth Business Day immediately preceding the Purchase Contract Settlement Date, without any instruction from such Holder of Income PRIDESType A Securities, present the related Pledged Preferred Debt Securities to the Remarketing Agent for remarketing. Upon receiving such Pledged Preferred Debt Securities, the Remarketing Agent, pursuant to the terms of the Remarketing Agreement and the Remarketing Underwriting Agreement, will use its reasonable efforts to remarket such Pledged Preferred Debt Securities on such date at a price not less than approximately [100.5% %] of the aggregate Stated Amount Value of such Pledged Preferred Debt Securities, plus accrued and unpaid distributions (including deferred distributions), if any, thereon. After deducting as the Remarketing Fee an amount not exceeding 25 [25] basis points [(.25%) )] of the aggregate Stated Amount Value of the Pledged Preferred Debt Securities from any amount of such Proceeds in excess of the aggregate Stated AmountValue, plus such accrued and unpaid distributions (including deferred distributions) of the remarketed Pledged Preferred Debt Securities, the Remarketing Agent will remit the entire amount of the Proceeds of such remarketing to the Collateral Agent. On the Purchase Contract Settlement Date, the Collateral Agent shall apply that portion of the Proceeds from such remarketing equal to the aggregate Stated AmountValue, plus such accrued and unpaid distributions (including deferred distributions) of such Pledged Preferred Debt Securities, to satisfy in full the obligations of such Holders of Income PRIDES Type A Securities to pay the Purchase Price to purchase the Common Stock under the related Purchase Contracts. The remaining portion of such Proceeds, if any, shall be distributed by the Collateral Agent to the Purchase Contract Agent for payment to the Holders. If the Remarketing Agent advises the Collateral Agent in writing that it cannot remarket the related Pledged Preferred Debt Securities of such Holders of Income PRIDES Type A Securities at a price not less than [100% %] of the aggregate Stated Amount Value of such Pledged Preferred Debt Securities plus any accrued and unpaid distributions (including deferred distributions), thus resulting in a Failed Remarketing and an event of default under the Purchase Contract Agreement and hereunder, the Collateral Agent, for the benefit of the Company will, at the written direction of the Company, retain or dispose of the Pledged Preferred Debt Securities in accordance with applicable law and satisfy in full, from any such disposition or retention, such Holder's obligation to pay the Purchase Price for the Common Stock.

Application of Proceeds Settlement. (a) In the event If a Holder of Income PRIDES PEPS Units (if a Tax Event Redemption has not occurred) has not elected to make an effective Cash Settlement by notifying the Purchase Contract Agent in the manner provided for in paragraph Section 5.4(a)(i) in the Purchase Contract Agreement Agreement, or has not made an Early Settlement of given such notice but failed to deliver the Purchase Contract(srequired cash prior to 11:00 A.M. (New York City time) underlying its Income PRIDESon the fifth Business Day immediately preceding August 16, 2002, such Holder shall be deemed to have elected to pay for the shares of Common Stock to be issued under such Purchase Contract(s) Contracts from the Proceeds of the related Pledged Preferred Securities. The Collateral Agent shall, by 10:00 a.m., New York City time, on the fourth Business Day immediately preceding the Purchase Contract Settlement Date, without any instruction from such Holder remarketing of Income PRIDES, present the related Pledged Preferred Securities or Pledged Debentures. In such event, the Collateral Agent shall instruct the Securities Intermediary to Transfer the related Pledged Preferred Securities or Pledged Debentures to the Remarketing Agent for remarketing. Upon receiving such Pledged Preferred SecuritiesSecurities or Pledged Debentures, the Remarketing Agent, pursuant to the terms of the Remarketing Agreement and the Remarketing Underwriting Agreement, will use its reasonable efforts to remarket such Pledged Preferred Securities or Pledged Debentures on such date at a price not less than approximately 100.5% of the aggregate Stated Amount of such Pledged Preferred Securities, plus accrued and unpaid distributions (including deferred distributions), if any, thereondate. After deducting as the Remarketing Fee an amount not exceeding 25 basis points (.25%) of the aggregate Stated Amount of the Pledged Preferred Securities from any amount of such Proceeds in excess of the aggregate Stated Amount, plus such accrued and unpaid distributions (including deferred distributions) of the remarketed Pledged Preferred Securities, the The Remarketing Agent will remit deposit the entire amount of Treasury Consideration (as defined in the Remarketing Agreement) purchased with the Proceeds of such remarketing to in the Collateral AgentAccount. On the Purchase Contract Settlement Date, the Collateral Agent shall instruct the Securities Intermediary to apply that a portion of the Proceeds from such remarketing the Treasury Consideration equal to the aggregate Stated Amount, plus such accrued and unpaid distributions (including deferred distributions) liquidation amount of the Preferred Securities or aggregate principal amount of such Pledged Preferred Securities, Debentures to satisfy in full the such Holder's obligations of such Holders of Income PRIDES to pay the Purchase Price to purchase the shares of Common Stock under the related Purchase Contracts. The remaining portion balance of such Proceedsthe Proceeds from the Treasury Consideration, if any, shall be distributed by the Collateral Agent transferred to the Purchase Contract Agent for payment the benefit of such Holder for distribution to the Holderssuch Holder. If the Remarketing Agent advises the Collateral Agent in writing that it cannot remarket the related Pledged Preferred Securities of such Holders of Income PRIDES at there has been a price not less than 100% of the aggregate Stated Amount of such Pledged Preferred Securities plus any accrued and unpaid distributions (including deferred distributions)Failed Remarketing, thus resulting in a Failed Remarketing and an event of default under the Purchase Contract Agreement and hereunder, the Collateral Agent, for the benefit of the Company willshall, at the written direction of the Company, retain or dispose of the Pledged Preferred Securities or Pledged Debentures in accordance with applicable law and satisfy in full, from any such disposition or retentiondisposition, such Holder's obligation obligations to pay the Purchase Price for the shares of Common Stock.

Application of Proceeds Settlement. (a) In the event a Holder of Income PRIDES (if unless a Tax Event Redemption or a Successful Initial Remarketing has not occurred) has not elected to make an effective Cash Settlement by notifying the Purchase Contract Agent (with a copy to the Collateral Agent) in the manner provided for in paragraph 5.4(a)(i5.5(a)(i) in the Purchase Contract Agreement or and has not made an Early Settlement of the Purchase Contract(s) Contracts underlying its Income PRIDES, such Holder shall be deemed to have elected to pay for the shares of Common Stock to be issued under such Purchase Contract(s) Contracts from the Proceeds of the related Pledged Preferred SecuritiesNotes. The Collateral Agent shall, by 10:00 a.m., New York City time, on the fourth Business Day immediately preceding the Purchase Contract Settlement Date, without any instruction from such Holder of Income PRIDES, present the related Pledged Preferred Securities Notes to the Remarketing Agent for remarketing. Upon receiving such Pledged Preferred SecuritiesNotes, the Remarketing Agent, pursuant to the terms of the Remarketing Agreement and the Supplemental Remarketing Underwriting Agreement, will use its reasonable efforts to remarket such Pledged Preferred Securities Notes on such date at a price of approximately 100.5% (but not less than approximately 100.5% 100%) of the aggregate Stated Amount Value of such Pledged Preferred Securities, plus accrued and unpaid distributions (including deferred distributions), if any, thereonNotes. After deducting as the Remarketing Fee an amount not exceeding 25 basis points (.25%) of the aggregate Stated Amount Value of the remarketed Pledged Preferred Securities Notes from any amount of such Proceeds in excess of the aggregate Stated Amount, plus such accrued and unpaid distributions (including deferred distributions) Value of the remarketed Remarketed Pledged Preferred SecuritiesNotes, the Remarketing Agent will remit the entire amount of the Proceeds of such remarketing to the Collateral Agent. On the Purchase Contract Settlement Date, the Collateral Agent shall apply that portion of the Proceeds from such remarketing equal to the aggregate Stated Amount, plus such accrued and unpaid distributions (including deferred distributions) Value of such remarketed Pledged Preferred Securities, Notes to satisfy in full the obligations of such Holders of Income PRIDES to pay the Purchase Price to purchase the Common Stock under the related Purchase Contracts. The remaining portion of such Proceeds, if any, shall be distributed remitted by the Collateral Agent to the Purchase Contract Agent for payment to the Holders. If the Remarketing Agent advises the Collateral Agent in writing that it cannot remarket the related Pledged Preferred Securities Notes of such Holders of Income PRIDES at a price not less than 100% of the aggregate Stated Amount Value of such Pledged Preferred Securities plus any accrued and unpaid distributions (including deferred distributions)Notes or if the remarketing shall not have occurred because a condition precedent to the remarketing shall not have been fulfilled, thus resulting in a Failed Secondary Remarketing and an event of default under the Purchase Contract Agreement and hereunder, the Collateral Agent, for the benefit of the Company will, at the written direction of the Company, retain or dispose of the Pledged Preferred Securities Notes in accordance with applicable law and satisfy in full, from any such disposition or retention, such Holder's obligation to pay the Purchase Price for the Common Stock.

Application of Proceeds Settlement. (a) In the ----------------------------------- event a Holder of Income PRIDES Corporate Units (if unless a Tax Event Redemption or a Successful Initial Remarketing has not occurred) has not elected to make an effective Cash Settlement by notifying the Purchase Contract Agent (with a copy to the Collateral Agent) in the manner provided for in paragraph 5.4(a)(i) in the Purchase Contract Agreement or and has not made an Early Settlement of the Purchase Contract(s) Contracts underlying its Income PRIDESCorporate Units, such Holder shall be deemed to have irrevocably elected to pay for the shares of Common Stock to be issued under such Purchase Contract(s) Contracts from the Proceeds of the related Pledged Preferred SecuritiesSenior Notes. The Collateral Agent shall, by 10:00 a.m., New York City time, on the fourth third Business Day immediately preceding the Purchase Contract Settlement Date, without any instruction from such Holder of Income PRIDESCorporate Units, present the related Pledged Preferred Securities Senior Notes to the Remarketing Agent for remarketing. Upon receiving such Pledged Preferred SecuritiesSenior Notes, the Remarketing Agent, pursuant to the terms of the Remarketing Agreement and the Supplemental Remarketing Underwriting Agreement, will use its reasonable efforts to remarket such Pledged Preferred Securities Senior Notes on such date at a price of approximately 100.5% (but not less than approximately 100.5% 100%) of the aggregate Stated Amount Value of such Pledged Preferred Securities, plus accrued and unpaid distributions (including deferred distributions), if any, thereonSenior Notes. After deducting as the Remarketing Fee an amount not exceeding 25 basis points (.25%) of the aggregate Stated Amount Value of the remarketed Pledged Preferred Securities Senior Notes from any amount of such Proceeds in excess of the aggregate Stated Amount, plus such accrued and unpaid distributions (including deferred distributions) Value of the remarketed Pledged Preferred SecuritiesSenior Notes, the Remarketing Agent will remit the entire amount of the Proceeds of such remarketing to the Collateral Agent. On the Purchase Contract Settlement Date, the Collateral Agent shall apply that portion of the Proceeds from such remarketing equal to the aggregate Stated Amount, plus such accrued and unpaid distributions (including deferred distributions) Value of such remarketed Pledged Preferred Securities, Senior Notes to satisfy in full the obligations of such Holders of Income PRIDES Corporate Units to pay the Purchase Price to purchase the Common Stock under the related Purchase Contracts. The remaining portion of such Proceeds, if any, shall be distributed remitted by the Collateral Agent to the Purchase Contract Agent for payment to the Holders. If the Remarketing Agent advises the Collateral Agent in writing that it cannot remarket the related Pledged Preferred Securities Senior Notes of such Holders of Income PRIDES Corporate Units at a price not less than 100% of the aggregate Stated Amount Value of such Pledged Preferred Securities plus any accrued and unpaid distributions (including deferred distributions)Senior Notes or if the remarketing shall not have occurred because a condition precedent to the remarketing shall not have been fulfilled, thus resulting in a Failed Secondary Remarketing and an event of default under the Purchase Contract Agreement and hereunder, the Collateral Agent, for the benefit of the Company will, at the written direction of the Company, retain or dispose of the Pledged Preferred Securities Senior Notes in accordance with applicable law and satisfy in full, from any such disposition or retention, such Holder's obligation to pay the Purchase Price for the Common Stock, which shall be deemed to be satisfaction in full of any such obligation.

Application of Proceeds Settlement. (a) In the event a Holder of Income PRIDES (if Corporate Units, unless the Applicable Ownership Interests in the Treasury Portfolio have replaced the Applicable Ownership Interests in Debentures as a Tax Event Redemption has not occurred) component of the Corporate Units, has not elected to make an effective Cash Settlement by notifying the Purchase Contract Agent in the manner provided for in paragraph Section 5.4(a)(i) in of the Purchase Contract Agreement or has not made an Early Settlement or a Fundamental Change Early Settlement of the Purchase Contract(s) Contracts underlying its Income PRIDESCorporate Units, such Holder shall be deemed to have elected consented to the disposition of the Debentures underlying the Pledged Applicable Ownership Interests in Debentures pursuant to the Remarketing as described in Section 5.4(a) of the Purchase Contract Agreement in order to pay for the shares of Common Stock to be issued under such Purchase Contract(s) from the Proceeds of the related Pledged Preferred SecuritiesContract. The Collateral Agent shall, shall by 10:00 a.m., New York City time, on the fourth sixth Business Day immediately preceding the Purchase Contract Settlement Date, without any instruction from such DB1/ 112040219.3 Holder of Income PRIDESCorporate Units, present the related Debentures underlying the Pledged Preferred Securities Applicable Ownership Interests in Debentures to the Remarketing Agent Agents for remarketing. Upon receiving such Pledged Preferred SecuritiesDebentures, the Remarketing AgentAgents, pursuant to the terms of the Remarketing Agreement and the Remarketing Underwriting Agreement, will use its their commercially reasonable efforts to remarket such Debentures underlying the Pledged Preferred Securities Applicable Ownership Interests in Debentures on such date at a price not less equal to or greater than approximately 100.5100% of the aggregate Stated Amount Value of such Pledged Preferred Securities, Applicable Ownership Interests in Debentures plus accrued and unpaid distributions (including deferred distributions), if any, thereonthe Remarketing Fee. After deducting as The Remarketing Agents may deduct the Remarketing Fee an amount not exceeding 25 basis points (.25%) from any portion of the aggregate Stated Amount proceeds from the Remarketing of the Pledged Preferred Securities from any amount of such Proceeds Debentures that is in excess of the aggregate Stated Amount, plus such accrued and unpaid distributions (including deferred distributions) sum of 100% of the remarketed aggregate Value of such Pledged Preferred SecuritiesApplicable Ownership Interests in Debentures and the aggregate Separate Debentures Purchase Price. Upon a Successful Remarketing and after deducting the Remarketing Fee from such Proceeds, the Remarketing Agent Agents will remit the entire amount remaining portion of the Proceeds of a Successful Remarketing related to such remarketing Applicable Ownership Interest in Debentures to the Collateral Agent. On the Purchase Contract Settlement Date, the Collateral Agent shall apply that portion of the Proceeds from such remarketing Remarketing equal to the aggregate Stated Amount, plus such accrued and unpaid distributions (including deferred distributions) Value of such the Pledged Preferred Securities, Applicable Ownership Interests in Debentures to satisfy in full the obligations of such Holders of Income PRIDES Corporate Units to pay the Purchase Price to purchase for the Common Stock under the related Purchase Contracts. The remaining portion of such Proceeds, if any, shall be distributed by the Collateral Agent to the Purchase Contract Agent for payment to the Holders. If the Remarketing Agent advises Agents advise the Collateral Agent in writing that it they cannot remarket the related Pledged Preferred Securities Applicable Ownership Interests in Debentures of such Holders of Income PRIDES Corporate Units at a price not less than 100% of the aggregate Stated Amount Value of such Pledged Preferred Securities plus any accrued and unpaid distributions (including deferred distributions)Applicable Ownership Interests in Debentures, or if the Remarketing does not occur because a condition precedent to such Remarketing has not been fulfilled, thus resulting in a Failed Remarketing and an event of default under the Purchase Contract Agreement and hereunderRemarketing, the Collateral Agent, for the benefit of the Company will, at the written direction of the Company, retain or dispose of the Pledged Preferred Securities Agent will proceed as described in accordance with applicable law and satisfy in full, from any such disposition or retention, such Holder's obligation to pay the Purchase Price for the Common StockSection 4.4 hereof.