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

Appointment and Obligations of Remarketing Agent. (a) The Company hereby appoints Credit Suisse First Boston Corporation, and Credit Suisse First Boston Corporation hereby accepts such appointment, as the Remarketing Agent to: (i) determine, in consultation with the Company, in the manner provided for herein, in the Purchase Contract Agreement and in the Eighth Supplemental Indenture, the Reset Rate as defined in clause (i) of the definition of such term, provided that the Remarketing Agent shall have no obligation to determine whether there is any limitation under applicable law on the Reset Rate or, if there is any such limitation, the maximum permissible Reset Rate on the Notes and it shall rely solely upon written notice from the Company (which the Company agrees to provide prior to the eighth Business Day immediately preceding the Initial Remarketing Date) as to whether or not there is any such limitation and, if so, the maximum permissible Reset Rate; (ii) remarket the Notes participating in the remarketing on the Initial Remarketing Date or during any subsequent Remarketing Period, as applicable, at a price equal to approximately, but not less than, 100.5% of the Remarketing Value; and (iii) in the event the Last Failed Remarketing shall have occurred or in the event there were no Equity Security Units outstanding on the Initial Remarketing Date or any Subsequent Remarketing Date and none of the Holders of Separate Notes elected during any Remarketing Period to have their Separate Notes participate in a remarketing, to determine, in consultation with the Company, as applicable, the Reset Rate as defined in clause (ii) of the definition of such term, provided that the Remarketing Agent shall have no obligation to determine whether there is any limitation under applicable law on the Reset Rate or, if there is any such limitation, the maximum permissible Reset Rate on the Notes and it shall rely solely upon written notice from the Company (which the Company agrees to provide prior to the eighth Business Day immediately preceding the Initial Remarketing Date) as to whether or not there is any such limitation and, if so, the maximum permissible Reset Rate. The Remarketing Agent shall have the right, on 15 Business Days' notice to the Company, to appoint one or more additional remarketing agents so long as any such additional remarketing agents shall be reasonably acceptable to the Company. Upon any such appointment, the parties shall enter into an appropriate amendment to this Agreement to reflect the addition of any such additional remarketing agent. (b) Subject to the terms and conditions set forth herein and in the Purchase Contract Agreement, the Remarketing Agent shall use its commercially reasonable best efforts to remarket on the Initial Remarketing Date the Notes that the Collateral Agent and the Custodial Agent shall have notified the Remarketing Agent, not later than 10:00 a.m., New York City time, on the third Business Day immediately preceding the Initial Remarketing Date, are to be remarketed by establishing the Reset Rate (as defined in clause (i) of the definition of such term) and remarketing the Notes participating in the remarketing at a price equal to approximately, but not less than, 100.5% of the Remarketing Value. If, despite using its commercially reasonable best efforts, the Remarketing Agent cannot, on the Initial Remarketing Date, establish the Reset Rate (as defined in clause (i) of the definition of such term) and remarket the Notes participating in the remarketing at a price equal to approximately, but not less than, 100.5% of the Remarketing Value, it will again attempt to remarket on each of the two Business Days next succeeding the Initial Remarketing Date and, if necessary, on each of the three Business Days immediately preceding July 1, 2005 and, if necessary, on each of the seventh, sixth and fifth Business Days immediately preceding the Stock Purchase Date, the Notes that the Collateral Agent and the Custodial Agent shall have notified the Remarketing Agent, not later than 10:00 a.m., New York City time, on the third Business Day immediately preceding the first day of any subsequent Remarketing Period, are to be remarketed, in each case by establishing the Reset Rate (as defined in clause (i) of the definition of such term) and remarketing the Notes participating in the remarketing at a price equal to approximately, but not less than, 100.5% of the Remarketing Value. Upon the occurrence of a successful remarketing, by approximately 4:30 p.m., New York City time, on the date of the successful remarketing, the Remarketing Agent shall advise, by telephone (promptly confirmed in writing in the case of clause (i)): (i) the Company, the Purchase Contract Agent, the Collateral Agent, the Custodial Agent, the Securities Intermediary, DTC and the Trustee of the Reset Rate determined in the remarketing in accordance with clause (i) of the definition of Reset Rate; (ii) each purchaser (or the Clearing Agency Participant thereof) of Notes in the remarketing of the Reset Rate and the number of Notes such purchaser is to purchase; and (iii) each purchaser to give instructions to its Clearing Agency Participant to pay the purchase price on the date of settlement for such remarketing in same day funds against delivery of the remarketed Notes purchased through the facilities of DTC. The Remarketing Agent also shall, in accordance with the Purchase Contract Agreement and the Remarketing Agreement use the proceeds from the successful remarketing attributable to the Pledged Notes to purchase the Treasury Consideration with the CUSIP numbers, if any, selected by the Remarketing Agent, described in clauses (1) and (2) of the definition of Remarketing Value. On the date of settlement of the successful remarketing, which shall be the third Business Day following the Initial Remarketing Date or such Subsequent Remarketing Date, as the case may be, the Remarketing Agent shall deliver such Treasury Consideration to the Purchase Contract Agent, which shall thereupon deliver such Treasury Consideration to the Collateral Agent. The Collateral Agent, for the benefit of the Company, shall thereupon apply such Treasury Consideration, in accordance with the Pledge Agreement, to secure such Holders' obligations under the Purchase Contracts related to Equity Security Units. On the third Business Day following such Initial Remarketing Date or Subsequent Remarketing Date, as the case may be, the Remarketing Agent also shall: (i) deduct and retain for itself the Remarketing Fee; (ii) remit the remaining portion of the proceeds from the successful remarketing attributable to the Separate Notes to the Custodial Agent for payment to the holders of Separate Notes that were remarketed; and (iii) remit the remaining portion, if any, of the proceeds to the Purchase Contract Agent for payment to the Holders of the Equity Security Units. Upon the occurrence of a Failed Remarketing, the Remarketing Agent shall: (i) notify by telephone the Company, the Purchase Contract Agent, the Collateral Agent, the Custodial Agent and the Trustee that a Failed Remarketing has occurred, whereupon the Company shall notify DTC, by telephone, that a Failed Remarketing has occurred; and (ii) within three Business Days following the last day of such Remarketing Period, return the Pledged Notes that were to be remarketed to the Collateral Agent and the Separate Notes that were to be remarketed to the Custodial Agent for redelivery to such holders of such Separate Notes. Upon the occurrence of the Last Failed Remarketing, the Remarketing Agent shall: (i) notify by telephone the Company, the Purchase Contract Agent, the Collateral Agent, the Custodial Agent and the Trustee that the Last Failed Remarketing has occurred, whereupon the Company shall notify DTC that the Last Failed Remarketing has occurred; (ii) within three Business Days following the fifth Business Day immediately preceding the Stock Purchase Date, return the Pledged Notes to the Collateral Agent and the Separate Notes that were to be remarketed to the Custodial Agent for redelivery to such holders of such Separate Notes; and (iii) notify the Company, the Custodial Agent and the Trustee of the Reset Rate as determined in accordance with clause (ii) of the definition of Reset Rate and the Notes will begin bearing interest at such Reset Rate. The right of each Holder of Equity Security Units or Separate Notes to have Notes participate in any remarketing shall be subject to the conditions that: (i) the Remarketing Agent conducts a remarketing on such date pursuant to the terms of this Agreement; (ii) the Notes participating in a remarketing have not been called for redemption upon the occurrence of a Tax Event; (iii) the Remarketing Agent is able to find a purchaser or purchasers for all of the Notes participating in a remarketing at a Reset Rate such that the then current aggregate market value of such Notes is equal to approximately, but not less than, 100.5% of the Remarketing Value; and (iv) such purchaser or purchasers deliver the purchase price therefor to the Remarketing Agent as and when required. (c) It is understood and agreed that the Remarketing Agent shall not have any obligation whatsoever to purchase any Notes, whether in a remarketing held on the Initial Remarketing Date or on any Subsequent Remarketing Date or otherwise, and shall in no way be obligated to provide funds to make payment upon tender of Notes for remarketing or to otherwise expend or risk its own funds or incur or be exposed to financial liability in the performance of its duties under this Agreement. The Company shall not be obligated in any case to provide funds to make payment upon delivery of Notes for remarketing.

Appointment and Obligations of Remarketing Agent. (a) The Company hereby appoints Credit Suisse First Boston Corporation, UBS Warburg LLC and Credit Suisse First Boston Corporation UBS Warburg LLC hereby accepts such appointment, as the Remarketing Reset Agent to: (i) determine, to determine in consultation with the Company, in the manner provided for herein, in the Purchase Contract Agreement herein and in the Eighth Supplemental Indenture, Indenture and the Reset Rate Notes Terms (in each case as defined in clause (i) of the definition of such term, provided that the Remarketing Agent shall have no obligation to determine whether there is any limitation under applicable law effect on the Reset Rate or, if there is any such limitation, the maximum permissible Reset Rate on the Notes and it shall rely solely upon written notice from the Company (which the Company agrees to provide prior date of this Remarketing Agreement) with respect to the eighth Business Day immediately preceding the Initial Remarketing DateNotes, (1) as with respect to whether or not there is any such limitation and, if so, the maximum permissible Reset Rate; (ii) remarket the Notes participating in the remarketing on the Initial Remarketing Date or during any subsequent Subsequent Remarketing PeriodDate, as applicablethe Reset Rate that, at a price equal in the opinion of the Reset Agent, will, when applied to approximatelythe Notes, but not less than, enable the Applicable Principal Amount of the Notes to have an approximate aggregate market value of 100.5% of the Treasury Portfolio Purchase Price as of the Initial Remarketing Value; and Date or any Subsequent Remarketing Date, and (iii2) with respect to the Final Remarketing Date, if applicable, the Reset Rate that, in the event opinion of the Last Failed Reset Agent, will, when applied to the Notes, enable each Note to have an approximate market value of 100.5% of its principal amount as of the Final Remarketing shall Date, provided, in each case, that the Company, by notice to the Reset Agent prior to the tenth Business Day preceding the applicable Reset Effective Date, shall, if applicable, limit the Reset Rate so that it does not exceed the maximum rate permitted by applicable law) and (ii) as the exclusive Remarketing Agent (subject to the right of the Remarketing Agent to appoint additional remarketing agents hereunder as described below) to (1) remarket the Notes of the Note holders electing to have occurred or in their Notes remarketed and of the event there were no Equity Security Corporate Units outstanding holders on the Initial Remarketing Date or any Subsequent Remarketing Date Date, as the case may be, for settlement on the third Business Day thereafter, and none (2) in the event that the Notes have not been successfully remarketed before the Final Remarketing Date, remarket the Notes of the Holders of Separate Notes elected during any Remarketing Period Note holders electing to have their Separate Notes participate in a remarketing, to determine, in consultation with the Company, as applicable, the Reset Rate as defined in clause (ii) remarketed or of the definition Corporate Units holders who have not elected Early Settlement of such termthe related Purchase Contracts and have failed to notify the Purchase Contract Agent, provided that the Remarketing Agent shall have no obligation to determine whether there is any limitation under applicable law on the Reset Rate or, if there is any such limitation, the maximum permissible Reset Rate on the Notes and it shall rely solely upon written notice from the Company (which the Company agrees to provide or prior to the eighth fifth Business Day immediately preceding the Initial Remarketing Purchase Contract Settlement Date, of their intention to elect Cash Settlement of the related Purchase Contracts. (b) as to whether or not there is any such limitation and, if soIn connection with the remarketing contemplated hereby, the maximum permissible Remarketing Agent will enter into a Supplemental Remarketing Agreement (the "Supplemental Remarketing Agreement") with the Company and the Purchase Contract Agent, which shall be substantially in the form attached hereto as Exhibit A (with such changes as the Company and the Remarketing Agent may agree upon, it being understood that changes may be necessary in the representations, warranties, covenants and other provisions of the Supplemental Remarketing Agreement due to changes in law or facts and circumstances or in the event that one of the Possible Agents is not the sole remarketing agent, and with such further changes therein as the Remarketing Agent may reasonably request). Anything herein to the contrary notwithstanding, UBS Warburg LLC shall not be obligated to act as Remarketing Agent or Reset RateAgent hereunder unless the Supplemental Remarketing Agreement is in form and substance reasonably satisfactory to UBS Warburg LLC. The Remarketing Agent Company agrees that UBS Warburg LLC shall have the right, on 15 fifteen Business Days' Days notice to the Company, to appoint one or more additional remarketing agents so long as any such additional remarketing agents shall be reasonably acceptable to the Company. Upon any such appointment, the parties shall enter into an appropriate amendment to this Agreement to reflect the addition of any such additional remarketing agent. (bc) Subject Pursuant to the Supplemental Remarketing Agreement, the Remarketing Agent, either as sole remarketing agent or as representative of a group of remarketing agents appointed as aforesaid, will agree, subject to the terms and conditions set forth herein and in the Purchase Contract Agreementtherein, the Remarketing Agent shall to use its commercially reasonable best efforts (i) to remarket on the Initial Remarketing Date the Notes that the Collateral Agent and Trustee (as defined in the Custodial Agent Indenture) shall have notified the Remarketing AgentAgent have been tendered for, not later than 10:00 a.m., New York City time, on the third Business Day immediately preceding the Initial Remarketing Date, or otherwise are to be remarketed by establishing included in, the Reset Rate (as defined in clause (i) of the definition of such term) and remarketing the Notes participating in the remarketing Initial Remarketing, at a price equal to approximately, but not less than, per Note such that the aggregate price for the Applicable Principal Amount of the Notes is approximately 100.5% of the Remarketing Value. IfTreasury Portfolio Purchase Price, despite using its commercially reasonable best efforts, (ii) in the Remarketing Agent cannot, on event the Initial Remarketing Date, establish was deferred by the Reset Rate (as defined in clause (i) Company pursuant to Section 5.5 of the definition Purchase Contract Agreement or resulted in a Failed Initial Remarketing, to remarket, at the Company's request, from time to time, all of such term) and remarket the Notes participating in the remarketing at a price equal to approximately, but not less than, 100.5% of the Remarketing Value, it will again attempt to remarket on each of the two Business Days next succeeding the Initial Remarketing Date and, if necessary, on each of the three Business Days immediately preceding July 1, 2005 and, if necessary, on each of the seventh, sixth and fifth Business Days immediately preceding the Stock Purchase Date, the Notes Corporate Unit Holders that the Collateral Agent and the Custodial Agent Trustee shall have notified the Remarketing AgentAgent have been tendered for, not later than 10:00 a.m., New York City time, on the third Business Day immediately preceding the first day of any subsequent Remarketing Period, or otherwise are to be remarketedincluded in, in each case by establishing the Reset Rate (as defined in clause (i) of the definition of such term) and remarketing the Notes participating in the remarketing a Subsequent Remarketing, at a price equal to approximately, but not less than, per Note such that the aggregate price for the Applicable Principal Amount of the Notes is approximately 100.5% of the Treasury Portfolio Purchase Price and (iii) in the event that the Notes have not been successfully remarketed before the Final Remarketing Value. Upon the occurrence of a successful remarketingDate, by approximately 4:30 p.m., New York City time, to remarket on the date Final Remarketing Date the Notes that the Trustee shall have notified the Remarketing Agent have been tendered for, or otherwise are to be included in, the Final Remarketing, at a price of approximately 100.5% of the successful remarketingaggregate principal amount of such Notes. Notwithstanding the preceding sentence, the Remarketing Agent shall advisenot remarket any Notes for a price less than the price necessary for the Applicable Principal Amount of such Notes to have an aggregate price equal to 100% of the Treasury Portfolio Purchase Price, by telephone (promptly confirmed in writing in the case of clause (i)): (i) the Company, the Purchase Contract Agent, the Collateral Agent, the Custodial Agent, the Securities Intermediary, DTC and the Trustee of the Reset Rate determined in the remarketing in accordance with clause (i) of the definition of Reset Rate; (ii) each purchaser (or the Clearing Agency Participant thereof) of Notes in the remarketing of the Reset Rate and the number of Notes such purchaser is to purchase; and (iii) each purchaser to give instructions to its Clearing Agency Participant to pay the purchase price on the date of settlement for such remarketing in same day funds against delivery of the remarketed Notes purchased through the facilities of DTC. The Remarketing Agent also shall, in accordance with the Purchase Contract Agreement and the Remarketing Agreement use the proceeds from the successful remarketing attributable to the Pledged Notes to purchase the Treasury Consideration with the CUSIP numbers, if any, selected by the Remarketing Agent, described in clauses (1) and (2) of the definition of Remarketing Value. On the date of settlement of the successful remarketing, which shall be the third Business Day following the Initial Remarketing Date or any Subsequent Remarketing, or the aggregate principal amount of such Notes, in the case of the Final Remarketing (in any such case, the "Minimum Remarketing Price") . After deducting the fee specified in Section 3 below, the proceeds of such Initial Remarketing, Subsequent Remarketing Dateor Final Remarketing, as the case may be, shall be paid to the Remarketing Collateral Agent shall deliver such Treasury Consideration to in accordance with Section 4.6 or 6.3 of the Pledge Agreement and Section 5.5 or 5.6 of the Purchase Contract Agent, Agreement (each of which shall thereupon deliver such Treasury Consideration to the Collateral AgentSections are incorporated herein by reference). The Collateral Agent, right of each holder of Notes or Corporate Units to have Notes tendered for the benefit of the CompanyInitial Remarketing, shall thereupon apply such Treasury Consideration, in accordance with the Pledge Agreement, to secure such Holders' obligations under the Purchase Contracts related to Equity Security Units. On the third Business Day following such Initial Remarketing Date or any Subsequent Remarketing Dateor the Final Remarketing, as the case may be, the Remarketing Agent also shall: (i) deduct and retain for itself the Remarketing Fee; (ii) remit the remaining portion of the proceeds from the successful remarketing attributable shall be limited to the Separate Notes to the Custodial Agent for payment to the holders of Separate Notes extent that were remarketed; and (iii) remit the remaining portion, if any, of the proceeds to the Purchase Contract Agent for payment to the Holders of the Equity Security Units. Upon the occurrence of a Failed Remarketing, the Remarketing Agent shall: (i) notify by telephone the Company, the Purchase Contract Agent, the Collateral Agent, the Custodial Agent and the Trustee that a Failed Remarketing has occurred, whereupon the Company shall notify DTC, by telephone, that a Failed Remarketing has occurred; and (ii) within three Business Days following the last day of such Remarketing Period, return the Pledged Notes that were to be remarketed to the Collateral Agent and the Separate Notes that were to be remarketed to the Custodial Agent for redelivery to such holders of such Separate Notes. Upon the occurrence of the Last Failed Remarketing, the Remarketing Agent shall: (i) notify by telephone the Company, the Purchase Contract Agent, the Collateral Agent, the Custodial Agent and the Trustee that the Last Failed Remarketing has occurred, whereupon the Company shall notify DTC that the Last Failed Remarketing has occurred; (ii) within three Business Days following the fifth Business Day immediately preceding the Stock Purchase Date, return the Pledged Notes to the Collateral Agent and the Separate Notes that were to be remarketed to the Custodial Agent for redelivery to such holders of such Separate Notes; and (iii) notify the Company, the Custodial Agent and the Trustee of the Reset Rate as determined in accordance with clause (ii) of the definition of Reset Rate and the Notes will begin bearing interest at such Reset Rate. The right of each Holder of Equity Security Units or Separate Notes to have Notes participate in any remarketing shall be subject to the conditions that: (i) the Remarketing Agent conducts the Initial Remarketing or any Subsequent Remarketing and, in the event that the Notes have not been successfully remarketed before the Final Remarketing Date, a remarketing on such date Final Remarketing pursuant to the terms of this Agreement; , (ii) the Notes participating in a remarketing tendered have not otherwise been called for redemption upon the occurrence of a Tax Event; redemption, (iii) the Remarketing Agent is able to find a purchaser or purchasers for all of the tendered Notes participating in a remarketing at a Reset Rate such that the then current aggregate market value price of such Notes is equal to approximately, but not less than, 100.5% of than the Minimum Remarketing Value; and Price and (iv) such purchaser or purchasers deliver the purchase price therefor to the Remarketing Agent as and when required. (cd) It is understood and agreed that neither the Remarketing Agent nor the Reset Agent shall not have any obligation whatsoever to purchase any Notes, whether in a remarketing held on the Initial Remarketing Date or on Remarketing, any Subsequent Remarketing, Final Remarketing Date or otherwise, and shall in no way be obligated to provide funds to make payment upon tender of Notes for remarketing or to otherwise expend or risk its their own funds or incur or be exposed to financial liability in the performance of its their respective duties under this Agreement or the Supplemental Remarketing Agreement. The Company , and, without limitation of the foregoing, the Remarketing Agent shall not be deemed an underwriter of the remarketed Notes. Neither the Company nor Sprint Capital shall be obligated in any case to provide funds to make payment upon delivery tender of Notes for remarketing.

Appointment and Obligations of Remarketing Agent. (a) The Company hereby appoints Credit Suisse First Boston Corporation, [ ] and Credit Suisse First Boston Corporation [ ] hereby accepts such appointment, (i) as the Remarketing Agent to: (i) to determine, in consultation with the Company, in the manner provided for hereinherein and in the Indenture (as in effect on the date of this Remarketing Agreement) with respect to the Notes, the Remarketing Rate that, in the Purchase Contract Agreement and opinion of the Remarketing Agent, will, when applied to the Notes (assuming, even if not true, that all of the Notes are included in the Eighth Supplemental Indentureremarketing), enable the Reset Rate as defined in clause (i) then current aggregate market value of the definition Notes to have a value equal to at least 100.50% of such termthe Remarketing Value as of the Remarketing Date or as of any Subsequent Remarketing Date, as the case may be, provided that the Company, by notice to the Remarketing Agent shall have no obligation prior to determine whether there is (A) the [tenth] Business Day preceding the Remarketing Date, with respect to any limitation under applicable law remarketing to occur on either the Reset Rate orRemarketing Date or the two Business Days immediately following such Remarketing Date, (B) the [thirteenth] Business Day preceding October 1, 2004 with respect to any remarketing to occur on any of the three Business Days immediately preceding October 1, 2004, or (C) the [thirteenth] Business Day preceding the Stock Purchase Date with respect to any remarketing to occur on any of the three Business Days immediately preceding such Stock Purchase Date, shall, if there is any such limitationapplicable, limit the Remarketing Rate so that it does not exceed the maximum permissible Reset Rate on the Notes rate permitted by applicable law, and it shall rely solely upon written notice from the Company (which the Company agrees to provide prior to the eighth Business Day immediately preceding the Initial Remarketing Date) as to whether or not there is any such limitation and, if so, the maximum permissible Reset Rate; (ii) as the exclusive Remarketing Agent (subject to the right of such Remarketing Agent to appoint additional remarketing agents hereunder as described below) to remarket the Notes participating to be included in the remarketing on the Initial Remarketing Date or during any subsequent Remarketing Period, as applicable, at a price equal to approximately, but not less than, 100.5% of the Remarketing Value; and (iii) in the event the Last Failed Remarketing shall have occurred or in the event there were no Equity Security Units outstanding on the Initial Remarketing Date or any Subsequent Remarketing Date and none of the Holders of Separate Notes elected during any Remarketing Period to have their Separate Notes participate in a remarketing, to determine, in consultation with the CompanyDate, as applicable, the Reset Rate as defined in clause (ii) of the definition of such term, provided case may be. The Company agrees that the Remarketing Agent shall have no obligation to determine whether there is any limitation under applicable law on the Reset Rate or, if there is any such limitation, the maximum permissible Reset Rate on the Notes and it shall rely solely upon written notice from the Company (which the Company agrees to provide prior to the eighth Business Day immediately preceding the Initial Remarketing Date) as to whether or not there is any such limitation and, if so, the maximum permissible Reset Rate. The Remarketing Agent shall have the right, on 15 Business Days' Days notice to the Company, to appoint one or more additional remarketing agents so long as any such additional remarketing agents shall be reasonably acceptable to the Company. Upon any such appointment, the parties shall enter into an appropriate amendment to this Agreement to reflect the addition of any such additional remarketing agent. (b) Subject to the terms and conditions set forth herein and in the Purchase Contract Agreementherein, the Remarketing Agent shall use its commercially reasonable best efforts to (i) remarket on the Initial Remarketing Date the Notes that the Collateral Agent and the Custodial Purchase Contract Agent shall have notified the Remarketing Agent, not later than 10:00 a.m., New York City time, on the third Business Day immediately preceding the Initial Remarketing Date, Agent are to be remarketed by establishing at a Remarketing Rate such that the Reset Rate (as defined in clause (i) then current aggregate market value of the definition of such term) and remarketing the Notes participating in the remarketing at a price is equal to approximately, but not less than, 100.5% of the Remarketing Value. If, despite using its commercially reasonable best efforts, the Remarketing Agent cannot, on the Initial Remarketing Date, establish the Reset Rate (as defined in clause (i) of the definition of such term) and remarket the Notes participating in the remarketing at a price equal to approximately, but not less than, 100.5least 100.50% of the Remarketing Value, it will again and (ii) in the event the Remarketing Agent cannot establish such a Remarketing Rate on the Remarketing Date, attempt to remarket such Notes on each of the two Business Days next succeeding immediately following the Initial Remarketing Date and, if necessary, on each of the three Business Days immediately preceding July October 1, 2005 2004, and, if necessary, on each of the seventh, sixth and fifth three Business Days immediately preceding the Stock Purchase Date, the Notes that the Collateral Agent and the Custodial Agent shall have notified the Remarketing Agent, not later than 10:00 a.m., New York City time, on the third Business Day immediately preceding the first day of any subsequent Remarketing Period, are to be remarketed, in each case by establishing at a Remarketing Rate such that the Reset Rate (as defined in clause (i) then current aggregate market value of the definition of such term) and remarketing the Notes participating in the remarketing at a price is equal to approximately, but not less than, 100.5at least 100.50% of the Remarketing Value. Upon , and (ii) in the occurrence event of a successful remarketingLast Failed Remarketing, by approximately 4:30 p.m.promptly return the Separate Notes, New York City timeif any, on included in such Last Failed Remarketing to the date Custodial Agent to release to the Holders of such Separate Notes in accordance with Section 4.5(d) of the successful remarketingPledge Agreement (which Section is incorporated herein by reference). After deducting the fee specified in Section 3 below, the Remarketing proceeds of any such remarketing shall be delivered to the Purchase Contract Agent in accordance with Section 4.5(a) of the Pledge Agreement (which Section is incorporated herein by reference) and Section 5.4(b) of the Purchase Contract Agreement. The right of each Holder of Normal Units or Separate Notes to have Notes included in any remarketing shall advise, by telephone (promptly confirmed in writing in be limited to the case of clause (i)): extent that (i) the Company, the Purchase Contract Agent, the Collateral Agent, the Custodial Agent, the Securities Intermediary, DTC and the Trustee of the Reset Rate determined in the Remarketing Agent conducts a remarketing in accordance with clause (i) of the definition of Reset Rate; (ii) each purchaser (or the Clearing Agency Participant thereof) of Notes in the remarketing of the Reset Rate and the number of Notes such purchaser is to purchase; and (iii) each purchaser to give instructions to its Clearing Agency Participant to pay the purchase price on the date of settlement for such remarketing in same day funds against delivery of the remarketed Notes purchased through the facilities of DTC. The Remarketing Agent also shall, in accordance with the Purchase Contract Agreement and the Remarketing Agreement use the proceeds from the successful remarketing attributable to the Pledged Notes to purchase the Treasury Consideration with the CUSIP numbers, if any, selected by the Remarketing Agent, described in clauses (1) and (2) of the definition of Remarketing Value. On the date of settlement of the successful remarketing, which shall be the third Business Day following the Initial Remarketing Date or such on any Subsequent Remarketing Date, as the case may be, the Remarketing Agent shall deliver such Treasury Consideration to the Purchase Contract Agent, which shall thereupon deliver such Treasury Consideration to the Collateral Agent. The Collateral Agent, for the benefit of the Company, shall thereupon apply such Treasury Consideration, in accordance with the Pledge Agreement, to secure such Holders' obligations under the Purchase Contracts related to Equity Security Units. On the third Business Day following such Initial Remarketing Date or Subsequent Remarketing Date, as the case may be, the Remarketing Agent also shall: (i) deduct and retain for itself the Remarketing Fee; (ii) remit the remaining portion of the proceeds from the successful remarketing attributable to the Separate Notes to the Custodial Agent for payment to the holders of Separate Notes that were remarketed; and (iii) remit the remaining portion, if any, of the proceeds to the Purchase Contract Agent for payment to the Holders of the Equity Security Units. Upon the occurrence of a Failed Remarketing, the Remarketing Agent shall: (i) notify by telephone the Company, the Purchase Contract Agent, the Collateral Agent, the Custodial Agent and the Trustee that a Failed Remarketing has occurred, whereupon the Company shall notify DTC, by telephone, that a Failed Remarketing has occurred; and (ii) within three Business Days following the last day of such Remarketing Period, return the Pledged Notes that were to be remarketed to the Collateral Agent and the Separate Notes that were to be remarketed to the Custodial Agent for redelivery to such holders of such Separate Notes. Upon the occurrence of the Last Failed Remarketing, the Remarketing Agent shall: (i) notify by telephone the Company, the Purchase Contract Agent, the Collateral Agent, the Custodial Agent and the Trustee that the Last Failed Remarketing has occurred, whereupon the Company shall notify DTC that the Last Failed Remarketing has occurred; (ii) within three Business Days following the fifth Business Day immediately preceding the Stock Purchase Date, return the Pledged Notes to the Collateral Agent and the Separate Notes that were to be remarketed to the Custodial Agent for redelivery to such holders of such Separate Notes; and (iii) notify the Company, the Custodial Agent and the Trustee of the Reset Rate as determined in accordance with clause (ii) of the definition of Reset Rate and the Notes will begin bearing interest at such Reset Rate. The right of each Holder of Equity Security Units or Separate Notes to have Notes participate in any remarketing shall be subject to the conditions that: (i) the Remarketing Agent conducts a remarketing on such date pursuant to the terms of this Agreement; , (ii) the Notes participating included in a remarketing have not been called for redemption upon pursuant to the occurrence of a Tax Event; Purchase Contract Agreement, (iii) the Remarketing Agent is able to find a purchaser or purchasers for all of the Notes participating included in a remarketing at a Reset Remarketing Rate such that the then current aggregate market value of such the Notes is equal to approximately, but not less than, 100.5at least 100.50% of the Remarketing Value; and , and (iv) such purchaser or purchasers deliver the purchase price therefor to the Remarketing Agent as and when required. (c) It is understood and agreed that the Remarketing Agent shall not have any obligation whatsoever to purchase any Notes, whether in a remarketing held on the Initial Remarketing Date or on any Subsequent Remarketing Date or otherwise, and shall in no way be obligated to provide funds to make payment upon tender of Notes for remarketing or to otherwise expend or risk its their own funds or incur or be exposed to financial liability in the performance of its their respective duties under this Agreement. The Company shall not be obligated in any case to provide funds to make payment upon delivery of Notes for remarketing.

Appointment and Obligations of Remarketing Agent. (a) The Company hereby appoints Credit Suisse First Boston Corporation, Xxxxxxx Xxxxx Barney Inc. and Credit Suisse First Boston Corporation Xxxxxxx Xxxxx Xxxxxx Inc. hereby accepts such appointment, (i) as the Remarketing Agent to: (i) to determine, in consultation with the Company, in the manner provided for herein, in the Forward Purchase Contract Agreement and in the Eighth Supplemental IndentureNotes, the Reset Rate as defined that, in clause (i) the opinion of the definition Remarketing Agent, will, when applied to the Notes, enable the then current aggregate market value of such termthe Notes to have a value equal to approximately, but not less than, 100.25% of the Remarketing Value as of the Remarketing Date or as of any Subsequent Remarketing Date, as the case may be, provided that the Company, by notice to the Remarketing Agent shall have no obligation prior to determine whether there is (A) the tenth Business Day preceding the Remarketing Date, with respect to any limitation under applicable law remarketing to occur on either the Remarketing Date or the two Business Days immediately following such Remarketing Date, (B) the fifth Business Day preceding June 16, 2005, with respect to any remarketing to occur on any of the three Business Days immediately preceding June 16, 2005, (C) the fifth Business Day preceding July 16, 2005 with respect to any remarketing to occur on any of the three Business Days immediately preceding July 16, 2005 or (D) the fifth Business Day preceding August 12, 2005, with respect to any remarketing to occur on any of the three Business Days immediately preceding August 12, 2005, shall, if applicable, limit the Reset Rate or, if there is any such limitation, so that it does not exceed the maximum permissible Reset Rate on the Notes rate permitted by applicable law, and it shall rely solely upon written notice from the Company (which the Company agrees to provide prior to the eighth Business Day immediately preceding the Initial Remarketing Date) as to whether or not there is any such limitation and, if so, the maximum permissible Reset Rate; (ii) as the exclusive Remarketing Agent (subject to the right of such Remarketing Agent to appoint additional remarketing agents hereunder as described below) to remarket the Notes participating to be included in the remarketing on the Initial Remarketing Date or during any subsequent Remarketing Period, as applicable, at a price equal to approximately, but not less than, 100.5% of the Remarketing Value; and (iii) in the event the Last Failed Remarketing shall have occurred or in the event there were no Equity Security Units outstanding on the Initial Remarketing Date or any Subsequent Remarketing Date and none of the Holders of Separate Notes elected during any Remarketing Period to have their Separate Notes participate in a remarketing, to determine, in consultation with the Company, as applicable, the Reset Rate as defined in clause (ii) of the definition of such term, provided that the Remarketing Agent shall have no obligation to determine whether there is any limitation under applicable law on the Reset Rate or, if there is any such limitation, the maximum permissible Reset Rate on the Notes and it shall rely solely upon written notice from the Company (which the Company agrees to provide prior to the eighth Business Day immediately preceding the Initial Remarketing Date) as to whether or not there is any such limitation and, if so, the maximum permissible Reset Ratecase may be. The Remarketing Agent shall have the right, on 15 Business Days' notice to the Company, to appoint one or more additional remarketing agents so long as any such additional remarketing agents shall be reasonably acceptable to the Company. Upon any such appointment, the parties shall enter into an appropriate amendment to this Agreement to reflect the addition of any such additional remarketing agent. (b) Subject to the terms and conditions set forth herein and in the Forward Purchase Contract Agreement, the Remarketing Agent shall use its commercially reasonable best efforts to (i) remarket on the Initial Remarketing Date the Notes that the Collateral Forward Purchase Contract Agent and or the Custodial Agent shall have notified the Remarketing Agent, not later than 10:00 a.m., New York City time, on the third Business Day immediately preceding the Initial Remarketing Date, Agent are to be remarketed by establishing the at a Reset Rate (as defined in clause (i) such that the then current aggregate market value of the definition of such term) and remarketing the Notes participating in the remarketing at a price is equal to approximately, but not less than, 100.5% of the Remarketing Value. If, despite using its commercially reasonable best efforts, the Remarketing Agent cannot, on the Initial Remarketing Date, establish the Reset Rate (as defined in clause (i) of the definition of such term) and remarket the Notes participating in the remarketing at a price equal to approximately, but not less than, 100.5100.25% of the Remarketing Value, it will again (ii) in the event the Remarketing Agent cannot establish such a Reset Rate on the Remarketing Date, attempt to remarket such Notes on each of the two Business Days next succeeding immediately following the Initial Remarketing Date and, if necessary, on each of the three Business Days immediately preceding July 1June 16, 2005 and, if necessary, on each of the seventh, sixth and fifth three Business Days immediately preceding the Stock Purchase DateJuly 16, the Notes that the Collateral Agent and the Custodial Agent shall have notified the Remarketing Agent2005 and, not later than 10:00 a.m., New York City timeif necessary, on each of the third three Business Day immediately Days preceding the first day of any subsequent Remarketing PeriodAugust 12, are to be remarketed2005, in each case by establishing the at a Reset Rate (as defined in clause (i) such that the then current aggregate market value of the definition of such term) and remarketing the Notes participating in the remarketing at a price is equal to approximately, but not less than, 100.5100.25% of the Remarketing Value. Upon Value and (iii) in the occurrence event of a successful remarketingLast Failed Remarketing, promptly return the Pledged Notes, if any, included in such Last Failed Remarketing to the Collateral Agent to be held by approximately 4:30 p.m., New York City time, on the date Collateral Agent in accordance with Section 4.5(b) of the successful remarketingPledge Agreement (which Section is incorporated herein by reference) and return any Separate Notes included in the remarketing to the Custodial Agent in accordance with Section 4.5(d) of the Pledge Agreement, Section 5.6(e) of the Forward Purchase Contract Agreement and Section 1.6 of the Supplemental Indenture (which Sections are incorporated herein by reference). After deducting the fee specified in Section 3 below, the Remarketing Agent proceeds of any such successful remarketing shall advise, by telephone (promptly confirmed in writing in be delivered to the case of clause (i)): (i) the Company, the Forward Purchase Contract Agent, the Collateral Agent, Agent or the Custodial Agent, the Securities Intermediary, DTC and the Trustee of the Reset Rate determined in the remarketing in accordance with clause (i) of the definition of Reset Rate; (ii) each purchaser (or the Clearing Agency Participant thereof) of Notes in the remarketing of the Reset Rate and the number of Notes such purchaser is to purchase; and (iii) each purchaser to give instructions to its Clearing Agency Participant to pay the purchase price on the date of settlement for such remarketing in same day funds against delivery of the remarketed Notes purchased through the facilities of DTC. The Remarketing Agent also shallas applicable, in accordance with Section 4.5(a) of the Pledge Agreement (which Section is incorporated herein by reference) and Section 5.6(b) of the Forward Purchase Contract Agreement and the Remarketing Agreement use the proceeds from the successful remarketing attributable to the Pledged Notes to purchase the Treasury Consideration with the CUSIP numbers, if any, selected (which Section is incorporated herein by the Remarketing Agent, described in clauses (1) and (2) of the definition of Remarketing Value. On the date of settlement of the successful remarketing, which shall be the third Business Day following the Initial Remarketing Date or such Subsequent Remarketing Date, as the case may be, the Remarketing Agent shall deliver such Treasury Consideration to the Purchase Contract Agent, which shall thereupon deliver such Treasury Consideration to the Collateral Agent. The Collateral Agent, for the benefit of the Company, shall thereupon apply such Treasury Consideration, in accordance with the Pledge Agreement, to secure such Holders' obligations under the Purchase Contracts related to Equity Security Units. On the third Business Day following such Initial Remarketing Date or Subsequent Remarketing Date, as the case may be, the Remarketing Agent also shall: (i) deduct and retain for itself the Remarketing Fee; (ii) remit the remaining portion of the proceeds from the successful remarketing attributable to the Separate Notes to the Custodial Agent for payment to the holders of Separate Notes that were remarketed; and (iii) remit the remaining portion, if any, of the proceeds to the Purchase Contract Agent for payment to the Holders of the Equity Security Units. Upon the occurrence of a Failed Remarketing, the Remarketing Agent shall: (i) notify by telephone the Company, the Purchase Contract Agent, the Collateral Agent, the Custodial Agent and the Trustee that a Failed Remarketing has occurred, whereupon the Company shall notify DTC, by telephone, that a Failed Remarketing has occurred; and (ii) within three Business Days following the last day of such Remarketing Period, return the Pledged Notes that were to be remarketed to the Collateral Agent and the Separate Notes that were to be remarketed to the Custodial Agent for redelivery to such holders of such Separate Notes. Upon the occurrence of the Last Failed Remarketing, the Remarketing Agent shall: (i) notify by telephone the Company, the Purchase Contract Agent, the Collateral Agent, the Custodial Agent and the Trustee that the Last Failed Remarketing has occurred, whereupon the Company shall notify DTC that the Last Failed Remarketing has occurred; (ii) within three Business Days following the fifth Business Day immediately preceding the Stock Purchase Date, return the Pledged Notes to the Collateral Agent and the Separate Notes that were to be remarketed to the Custodial Agent for redelivery to such holders of such Separate Notes; and (iii) notify the Company, the Custodial Agent and the Trustee of the Reset Rate as determined in accordance with clause (ii) of the definition of Reset Rate and the Notes will begin bearing interest at such Reset Ratereference). The right of each Holder of Equity Security Units or Separate Notes to have Notes participate included in any remarketing shall be subject to the conditions that: that (i) the Remarketing Agent conducts a remarketing on such date pursuant to the terms of this Agreement; , (ii) the Notes participating included in a remarketing have not been called for redemption upon the occurrence of a Tax Event; , (iii) the Remarketing Agent is able to find a purchaser or purchasers for all of the Notes participating included in a remarketing at a Reset Rate such that the then current aggregate market value of such the Notes is equal to approximately, but not less than, 100.5100.25% of the Remarketing Value; and Value and (iv) such purchaser or purchasers deliver the purchase price therefor to the Remarketing Agent as and when required. (c) It is understood and agreed that the Remarketing Agent shall not have any obligation whatsoever to purchase any Notes, whether in a remarketing held on the Initial Remarketing Date or on any Subsequent Remarketing Date or otherwise, and shall in no way be obligated to provide funds to make payment upon tender of Notes for remarketing or to otherwise expend or risk its own funds or incur or be exposed to financial liability in the performance of its duties under this Agreement. The Company shall not be obligated in any case to provide funds to make payment upon delivery of Notes for remarketing.

Appointment and Obligations of Remarketing Agent. (a) The Company hereby appoints Credit Suisse First Boston Corporation, [ ] and Credit Suisse First Boston Corporation [ ] hereby accepts such appointment, (i) as the Remarketing Agent to: (i) to determine, in consultation with the Company, in the manner provided for herein, in the Purchase Contract Agreement herein and in the Eighth Supplemental IndentureNotes, the Reset Rate as defined that, in clause (i) the opinion of the definition Remarketing Agent, will, when applied to the Notes (assuming, even if not true, that all of such termthe Notes are included in the remarketing), enable the then current aggregate market value of the Notes to have a value equal to at least 100.5% of the Remarketing Value as of the Remarketing Date or as of any Subsequent Remarketing Date, as the case may be, provided that the Company, by notice to the Remarketing Agent shall have no obligation prior to determine whether there is (A) the tenth Business Day preceding the Remarketing Date, with respect to any limitation under applicable law remarketing to occur on either the Remarketing Date or the two Business Days immediately following such Remarketing Date, (B) the thirteenth Business Day preceding with respect to any remarketing to occur on any of the three Business Days immediately preceding , or (C) the thirteenth Business Day preceding the Stock Purchase Date with respect to any remarketing to occur on any of the three Business Days immediately preceding the Stock Purchase Date, shall, if applicable, limit the Reset Rate or, if there is any such limitation, so that it does not exceed the maximum permissible Reset Rate on the Notes rate permitted by applicable law, and it shall rely solely upon written notice from the Company (which the Company agrees to provide prior to the eighth Business Day immediately preceding the Initial Remarketing Date) as to whether or not there is any such limitation and, if so, the maximum permissible Reset Rate; (ii) as the exclusive Remarketing Agent (subject to the right of such Remarketing Agent to appoint additional remarketing agents hereunder as described below) to remarket the Notes participating to be included in the remarketing on the Initial Remarketing Date or during any subsequent Remarketing Period, as applicable, at a price equal to approximately, but not less than, 100.5% of the Remarketing Value; and (iii) in the event the Last Failed Remarketing shall have occurred or in the event there were no Equity Security Units outstanding on the Initial Remarketing Date or any Subsequent Remarketing Date and none of the Holders of Separate Notes elected during any Remarketing Period to have their Separate Notes participate in a remarketing, to determine, in consultation with the CompanyDate, as applicable, the Reset Rate as defined in clause (ii) of the definition of such term, provided that the Remarketing Agent shall have no obligation to determine whether there is any limitation under applicable law on the Reset Rate or, if there is any such limitation, the maximum permissible Reset Rate on the Notes and it shall rely solely upon written notice from the Company (which the Company agrees to provide prior to the eighth Business Day immediately preceding the Initial Remarketing Date) as to whether or not there is any such limitation and, if so, the maximum permissible Reset Ratecase may be. The Remarketing Agent shall have the right, on 15 Business Days' notice to the Company, to appoint one or more additional remarketing agents so long as any such additional remarketing agents shall be reasonably acceptable to the Company. Upon any such appointment, the parties shall enter into an appropriate amendment to this Agreement to reflect the addition of any such additional remarketing agent. (b) Subject to the terms and conditions set forth herein and in the Purchase Contract Agreementherein, the Remarketing Agent shall use its commercially reasonable best efforts to (i) remarket on the Initial Remarketing Date the Notes that the Collateral Forward Purchase Contract Agent and or the Custodial Agent shall have notified the Remarketing Agent, not later than 10:00 a.m., New York City time, on the third Business Day immediately preceding the Initial Remarketing Date, Agent are to be remarketed by establishing the at a Reset Rate (as defined in clause (i) such that the then current aggregate market value of the definition of such term) and remarketing the Notes participating in the remarketing at a price is equal to approximately, but not less than, 100.5% of the Remarketing Value. If, despite using its commercially reasonable best efforts, the Remarketing Agent cannot, on the Initial Remarketing Date, establish the Reset Rate (as defined in clause (i) of the definition of such term) and remarket the Notes participating in the remarketing at a price equal to approximately, but not less than, least 100.5% of the Remarketing Value, it will again and (ii) in the event the Remarketing Agent cannot establish such a Reset Rate on the Remarketing Date, attempt to remarket such Notes on each of the two Business Days next succeeding immediately following the Initial Remarketing Date and, if necessary, on each of the three Business Days immediately preceding July 1, 2005 and, if necessary, on each of the seventh, sixth and fifth three Business Days immediately preceding the Stock Purchase Date, the Notes that the Collateral Agent and the Custodial Agent shall have notified the Remarketing Agent, not later than 10:00 a.m., New York City time, on the third Business Day immediately preceding the first day of any subsequent Remarketing Period, are to be remarketed, in each case by establishing the at a Reset Rate (as defined in clause (i) such that the then current aggregate market value of the definition of such term) and remarketing the Notes participating in the remarketing at a price is equal to approximately, but not less than, at least 100.5% of the Remarketing Value. Upon , and (ii) in the occurrence event of a successful remarketingLast Failed Remarketing, promptly return the Separate Notes, if any, included in such Last Failed Remarketing to the Collateral Agent to be held by approximately 4:30 p.m., New York City time, on the date Collateral Agent in accordance with Section 4.5(b) of the successful remarketingPledge Agreement (which Section is incorporated herein by reference). After deducting the fee specified in Section 3 below, the Remarketing proceeds of any such remarketing shall be delivered to the Forward Purchase Contract Agent or the Custodial Agent, as applicable, in accordance with Section 4.5(a) of the Pledge Agreement (which Section is incorporated herein by reference) and Section 5.2(b) of the Forward Purchase Contract Agreement (which Section is incorporated herein by reference). The right of each Holder of Upper DECS or Separate Notes to have Notes included in any remarketing shall advise, by telephone (promptly confirmed in writing in be subject to the case of clause (i)): conditions that (i) the Company, the Purchase Contract Agent, the Collateral Agent, the Custodial Agent, the Securities Intermediary, DTC and the Trustee of the Reset Rate determined in the Remarketing Agent conducts a remarketing in accordance with clause (i) of the definition of Reset Rate; (ii) each purchaser (or the Clearing Agency Participant thereof) of Notes in the remarketing of the Reset Rate and the number of Notes such purchaser is to purchase; and (iii) each purchaser to give instructions to its Clearing Agency Participant to pay the purchase price on the date of settlement for such remarketing in same day funds against delivery of the remarketed Notes purchased through the facilities of DTC. The Remarketing Agent also shall, in accordance with the Purchase Contract Agreement and the Remarketing Agreement use the proceeds from the successful remarketing attributable to the Pledged Notes to purchase the Treasury Consideration with the CUSIP numbers, if any, selected by the Remarketing Agent, described in clauses (1) and (2) of the definition of Remarketing Value. On the date of settlement of the successful remarketing, which shall be the third Business Day following the Initial Remarketing Date or such on any Subsequent Remarketing Date, as the case may be, the Remarketing Agent shall deliver such Treasury Consideration to the Purchase Contract Agent, which shall thereupon deliver such Treasury Consideration to the Collateral Agent. The Collateral Agent, for the benefit of the Company, shall thereupon apply such Treasury Consideration, in accordance with the Pledge Agreement, to secure such Holders' obligations under the Purchase Contracts related to Equity Security Units. On the third Business Day following such Initial Remarketing Date or Subsequent Remarketing Date, as the case may be, the Remarketing Agent also shall: (i) deduct and retain for itself the Remarketing Fee; (ii) remit the remaining portion of the proceeds from the successful remarketing attributable to the Separate Notes to the Custodial Agent for payment to the holders of Separate Notes that were remarketed; and (iii) remit the remaining portion, if any, of the proceeds to the Purchase Contract Agent for payment to the Holders of the Equity Security Units. Upon the occurrence of a Failed Remarketing, the Remarketing Agent shall: (i) notify by telephone the Company, the Purchase Contract Agent, the Collateral Agent, the Custodial Agent and the Trustee that a Failed Remarketing has occurred, whereupon the Company shall notify DTC, by telephone, that a Failed Remarketing has occurred; and (ii) within three Business Days following the last day of such Remarketing Period, return the Pledged Notes that were to be remarketed to the Collateral Agent and the Separate Notes that were to be remarketed to the Custodial Agent for redelivery to such holders of such Separate Notes. Upon the occurrence of the Last Failed Remarketing, the Remarketing Agent shall: (i) notify by telephone the Company, the Purchase Contract Agent, the Collateral Agent, the Custodial Agent and the Trustee that the Last Failed Remarketing has occurred, whereupon the Company shall notify DTC that the Last Failed Remarketing has occurred; (ii) within three Business Days following the fifth Business Day immediately preceding the Stock Purchase Date, return the Pledged Notes to the Collateral Agent and the Separate Notes that were to be remarketed to the Custodial Agent for redelivery to such holders of such Separate Notes; and (iii) notify the Company, the Custodial Agent and the Trustee of the Reset Rate as determined in accordance with clause (ii) of the definition of Reset Rate and the Notes will begin bearing interest at such Reset Rate. The right of each Holder of Equity Security Units or Separate Notes to have Notes participate in any remarketing shall be subject to the conditions that: (i) the Remarketing Agent conducts a remarketing on such date pursuant to the terms of this Agreement; , (ii) the Notes participating included in a remarketing have not been called for redemption upon pursuant to the occurrence of a Tax Event; Forward Purchase Contract Agreement, (iii) the Remarketing Agent is able to find a purchaser or purchasers for all of the Notes participating included in a remarketing at a Reset Rate such that the then current aggregate market value of such the Notes is equal to approximately, but not less than, at least 100.5% of the Remarketing Value; and , and (iv) such purchaser or purchasers deliver the purchase price therefor to the Remarketing Agent as and when required. (c) It is understood and agreed that the Remarketing Agent shall not have any obligation whatsoever to purchase any Notes, whether in a remarketing held on the Initial Remarketing Date or on any Subsequent Remarketing Date or otherwise, and shall in no way be obligated to provide funds to make payment upon tender of Notes for remarketing or to otherwise expend or risk its own funds or incur or be exposed to financial liability in the performance of its duties under this Agreement. The Company shall not be obligated in any case to provide funds to make payment upon delivery of Notes for remarketing.

Appointment and Obligations of Remarketing Agent. (a) The Company hereby appoints Credit Suisse First Boston Corporation, [ ] and Credit Suisse First Boston Corporation [ ] hereby accepts such appointment, as the Remarketing Agent to: (i) as the Remarketing Agent to determine, in consultation with the Company, in the manner provided for herein, in the Purchase Contract and Pledge Agreement and in the Eighth Supplemental IndentureSenior Notes, the Reset Rate as defined that, in clause (i) the opinion of the definition Remarketing Agent, will, when applied to the Remarketed Senior Notes, enable the price per Remarketed Senior Notes to equal 100.25% of the Remarketing Value of such term, provided that Remarketed Senior Notes as of the Remarketing Agent shall have no obligation to determine whether there is Date or as of any limitation under applicable law on the Reset Rate or, if there is any such limitation, the maximum permissible Reset Rate on the Notes and it shall rely solely upon written notice from the Company (which the Company agrees to provide prior to the eighth Business Day immediately preceding the Initial Subsequent Remarketing Date) , as to whether or not there is any such limitation the case may be; and, if so, the maximum permissible Reset Rate; (ii) as the exclusive Remarketing Agent (subject to the right of such Remarketing Agent to appoint additional remarketing agents hereunder as described below) to remarket the Remarketed Senior Notes participating to be included in the remarketing Remarketing on the Initial Remarketing Date or during any subsequent Remarketing PeriodDate, as applicableand, at a price equal to approximatelyif necessary, but not less than, 100.5% of the Remarketing Value; and (iii) in the event the Last Failed Remarketing shall have occurred or in the event there were no Equity Security Units outstanding on the Initial Remarketing Date or any Subsequent Remarketing Date and none of the Holders of Separate Notes elected during any Remarketing Period to have their Separate Notes participate in a remarketing, to determine, in consultation with the Company, as applicable, the Reset Rate as defined in clause (ii) of the definition of such term, provided that the Remarketing Agent shall have no obligation to determine whether there is any limitation under applicable law on the Reset Rate or, if there is any such limitation, the maximum permissible Reset Rate on the Notes and it shall rely solely upon written notice from the Company (which the Company agrees to provide prior to the eighth Business Day immediately preceding the Initial Remarketing Date) as to whether or not there is any such limitation and, if so, the maximum permissible Reset Rate. The Remarketing Agent shall have the right, on 15 Business Days' ’ notice to the Company, to appoint one or more additional remarketing agents so long as any such additional remarketing agents shall be reasonably acceptable to the Company; provided that any such appointment shall not increase the Remarketing Fee (as defined in Section 4 hereof). Upon any such appointment, the parties shall enter into an appropriate amendment to this Agreement to reflect the addition of any such additional remarketing agent. (b) Subject to the terms and conditions set forth herein and in the Purchase Contract and Pledge Agreement, the Remarketing Agent shall use its commercially reasonable best efforts to remarket on the Initial Remarketing Date the Notes that the Collateral Agent and the Custodial Agent shall have notified the Remarketing Agent, not later than 10:00 a.m., New York City time, on the third Business Day immediately preceding the Initial Remarketing Date, are to be remarketed by establishing the Reset Rate (as defined in clause (i) of the definition of such term) and remarketing the Notes participating in the remarketing at a price equal to approximately, but not less than, 100.5% of the Remarketing Value. If, despite using its commercially reasonable best efforts, the Remarketing Agent cannot, on the Initial Remarketing Date, establish the Reset Rate (as defined in clause (i) of the definition of such term) and remarket the Notes participating in the remarketing at a price equal to approximately, but not less than, 100.5% of the Remarketing Value, it will again attempt to remarket on each of the two Business Days next succeeding the Initial Remarketing Date and, if necessary, on each of the three Business Days immediately preceding July 1, 2005 and, if necessary, on each of the seventh, sixth and fifth Business Days immediately preceding the Stock Purchase Date, the Notes that the Collateral Agent and the Custodial Agent shall have notified the Remarketing Agent, not later than 10:00 a.m., New York City time, on the third Business Day immediately preceding the first day of any subsequent Remarketing Period, are to be remarketed, in each case by establishing the Reset Rate (as defined in clause (i) of the definition of such term) and remarketing the Notes participating in the remarketing at a price equal to approximately, but not less than, 100.5% of the Remarketing Value. Upon the occurrence of a successful remarketing, by approximately 4:30 p.m., New York City time, on the date of the successful remarketing, the Remarketing Agent shall advise, by telephone (promptly confirmed in writing in the case of clause (i)):to: (i) remarket on the Company, Remarketing Date the Purchase Contract Agent, Remarketed Senior Notes at the Collateral Agent, the Custodial Agent, the Securities Intermediary, DTC and the Trustee of the Reset Rate determined in the remarketing in accordance with clause (i) of the definition of Reset Rate; (ii) each purchaser (or the Clearing Agency Participant thereof) of Notes in the remarketing of event the Remarketing Agent cannot establish such a Reset Rate on the Remarketing Date, attempt to remarket such Senior Notes on each Subsequent Remarketing Date during the Remarketing Period, as necessary, in each case at the Reset Rate and the number of Notes such purchaser is to purchaseRate; and (iii) each purchaser to give instructions to its Clearing Agency Participant to pay in the purchase price on event of a Last Failed Remarketing, within three Business Days of the date of settlement for such remarketing in same day funds against delivery of the remarketed Notes purchased through the facilities of DTC. The Last Failed Remarketing Agent also shall, in accordance with the Purchase Contract Agreement and the Remarketing Agreement use the proceeds from the successful remarketing attributable to return the Pledged Notes to purchase the Treasury Consideration with the CUSIP numbersSenior Notes, if any, selected included in such Last Failed Remarketing to the Collateral Agent to be held by the Remarketing Agent, described Collateral Agent in clauses (1accordance with Sections 5.02(c)(ii) and 11.01 of the Purchase Contract and Pledge Agreement (2which Section is incorporated herein by reference) and return any Separate Senior Notes included in the Remarketing to the Custodial Agent in accordance with Section 5.02(c)(ii) of the definition of Remarketing Value. On the date of settlement Purchase Contract and Pledge Agreement and Section 5.02(b) of the successful remarketingSupplemental Indenture (which Sections are incorporated herein by reference), which shall and promptly advise the Trustee of such event, with such notice to be the third given not later than two Business Day following the Initial Remarketing Date or such Subsequent Remarketing Date, as the case may be, the Remarketing Agent shall deliver such Treasury Consideration Days prior to the Purchase Contract Agent, which shall thereupon deliver such Treasury Consideration to Settlement Date. After deducting the Collateral Agent. The Collateral Agent, for the benefit of the Company, shall thereupon apply such Treasury Consideration, fee specified in accordance with the Pledge Agreement, to secure such Holders' obligations under the Purchase Contracts related to Equity Security Units. On the third Business Day following such Initial Remarketing Date or Subsequent Remarketing Date, as the case may beSection 4 below, the proceeds of any such successful Remarketing Agent also shall: (i) deduct and retain for itself the Remarketing Fee; (ii) remit the remaining portion of the proceeds from the successful remarketing attributable to the Separate Notes to the Custodial Agent for payment to the holders of Separate Notes that were remarketed; and (iii) remit the remaining portion, if any, of the proceeds shall be delivered to the Purchase Contract Agent for payment to or the Holders Custodial Agent, as applicable, in accordance with Sections 5.02(c)(i) of the Equity Security Units. Upon the occurrence of a Failed Remarketing, the Remarketing Agent shall: (i) notify by telephone the Company, the Purchase Contract Agent, the Collateral Agent, the Custodial Agent and the Trustee that a Failed Remarketing has occurred, whereupon the Company shall notify DTC, Pledge Agreement (which Section is incorporated herein by telephone, that a Failed Remarketing has occurred; and (ii) within three Business Days following the last day of such Remarketing Period, return the Pledged Notes that were to be remarketed to the Collateral Agent and the Separate Notes that were to be remarketed to the Custodial Agent for redelivery to such holders of such Separate Notes. Upon the occurrence of the Last Failed Remarketing, the Remarketing Agent shall: (i) notify by telephone the Company, the Purchase Contract Agent, the Collateral Agent, the Custodial Agent and the Trustee that the Last Failed Remarketing has occurred, whereupon the Company shall notify DTC that the Last Failed Remarketing has occurred; (ii) within three Business Days following the fifth Business Day immediately preceding the Stock Purchase Date, return the Pledged Notes to the Collateral Agent and the Separate Notes that were to be remarketed to the Custodial Agent for redelivery to such holders of such Separate Notes; and (iii) notify the Company, the Custodial Agent and the Trustee of the Reset Rate as determined in accordance with clause (ii) of the definition of Reset Rate and the Notes will begin bearing interest at such Reset Ratereference). The right of each Holder of Equity Security Corporate HiMEDS Units or Separate Senior Notes to have Senior Notes participate included in any remarketing Remarketing shall be subject to the conditions that: (i) the Remarketing Agent conducts a remarketing Remarketing on such date pursuant to the terms of this Agreement; (ii) the Notes participating in a remarketing have not been called for redemption upon the occurrence of a Tax Event; (iii) the Remarketing Agent is able to find a purchaser or purchasers for all of the Remarketed Senior Notes participating in a remarketing at a the Reset Rate such that the then current aggregate market value of such Notes is equal to approximately, but not less than, 100.5% of the Remarketing ValueRate; and (iviii) such purchaser or purchasers deliver the purchase price therefor to the Remarketing Agent as and when required. (c) It is understood and agreed that the Remarketing Agent shall not have any obligation whatsoever to purchase any Senior Notes, whether in a remarketing Remarketing held on the Initial Remarketing Date or on any Subsequent Remarketing Date or otherwise, and shall in no way be obligated to provide funds to make payment upon tender of Senior Notes for remarketing Remarketing or to otherwise expend or risk its own funds or incur or be exposed to financial liability in the performance of its duties under this Agreement, and, without limitation of the foregoing, the Remarketing Agent shall not be deemed an underwriter of the Remarketed Senior Notes. The Company shall not be obligated in any case to provide funds to make payment upon delivery of Senior Notes for remarketingRemarketing. (d) The Remarketing Agent shall also, if required by the Securities Act or the rules and regulations promulgated thereunder, deliver to each purchaser a Prospectus in connection with the Remarketing. (e) If, by 4:30 p.m., New York City time, on the Remarketing Date or any Subsequent Remarketing Date, the Remarketing Agent is unable to remarket all Remarketed Senior Notes included in the Remarketing, a failed Remarketing (the “Failed Remarketing”) shall be deemed to have occurred, and the Remarketing Agent shall so advise by telephone the Depositary and the Company. (f) The Remarketing Agent shall advise, by telephone, the Company of the Reset Rate determined in a Successful Remarketing (as defined in Section 4 hereof) as soon as practicable after such determination. (g) By approximately 4:30 p.m., New York City time, on the Trading Day following a Successful Remarketing, the Remarketing Agent shall advise, by telephone: (i) the Depositary of the Reset Rate determined in the Remarketing and the aggregate principal amount of Remarketed Senior Notes sold in the Remarketing; (ii) each purchaser (or the Depositary Participant thereof) of the Reset Rate and the aggregate principal amount of Remarketed Senior Notes such purchaser is to purchase; and (iii) each purchaser to give instructions to its Depositary Participant to pay the purchase price on the Settlement Date in same day funds against delivery of the Remarketed Senior Notes purchased through the facilities of the Depositary.

Appointment and Obligations of Remarketing Agent. (a) The Company hereby appoints Credit Suisse First Boston Corporation, [ ] and Credit Suisse First Boston Corporation [ ] hereby accepts such appointment, (i) as the Remarketing Agent to: (i) to determine, in consultation with the Company, in the manner provided for herein, in the Purchase Contract and Pledge Agreement and in the Eighth Supplemental IndentureSenior Notes, the Reset Rate as defined that, in clause (i) the opinion of the definition Remarketing Agent, will, when applied to the Remarketed Senior Notes, enable the aggregate market value of the Remarketed Senior Notes equal 100.25% of the aggregate principal amount of such term, provided that Remarketed Senior Notes as of the Remarketing Agent shall have no obligation to determine whether there is Date or as of any limitation under applicable law on the Reset Rate or, if there is any such limitation, the maximum permissible Reset Rate on the Notes and it shall rely solely upon written notice from the Company (which the Company agrees to provide prior to the eighth Business Day immediately preceding the Initial Subsequent Remarketing Date) , as to whether or not there is any such limitation andthe case may be, if so, the maximum permissible Reset Rate; and (ii) as the exclusive Remarketing Agent (subject to the right of such Remarketing Agent to appoint additional remarketing agents hereunder as described below) to remarket the Remarketed Senior Notes participating to be included in the remarketing on the Initial Remarketing Date or during any subsequent Remarketing PeriodDate, and, if necessary, on May 5, 2010, and, if necessary, on May 6, 2010 and, if necessary, on May 7, 2010 and, if necessary, on May 10, 2010 and, if necessary, on May 11, 2010 and, if necessary, on May 12, 2010, as applicablethe case may be, at a price equal to approximately, but not less than, 100.5% of the Remarketing Value; and and (iii) in the event the Last Failed Remarketing shall have occurred or in the event that there were no Equity Security Units outstanding is not a successful remarketing on the Initial Remarketing Date or any Subsequent Remarketing Date and none of the Holders of Separate Notes elected during any Remarketing Period to have their Separate Notes participate in a remarketingDate, to determine, in consultation with determine the Company, as applicable, the Reset Rate as defined in clause (ii) of the definition of such term, provided that the Remarketing Agent shall have no obligation to determine whether there is any limitation under applicable law on the Reset Rate or, if there is any such limitation, the maximum permissible Reset Rate on the Notes and it shall rely solely upon written notice from the Company (which the Company agrees to provide prior to the eighth Business Day immediately preceding the Initial Remarketing Date) as to whether or not there is any such limitation and, if so, the maximum permissible Alternative Reset Rate. The Remarketing Agent shall have the right, on 15 Business Days' ’ notice to the Company, to appoint one or more additional remarketing agents so long as any such additional remarketing agents shall be reasonably acceptable to the Company; provided that any such appointment shall not increase the Remarketing Fee (as defined in Section 4 hereof). Upon any such appointment, the parties shall enter into an appropriate amendment to this Agreement to reflect the addition of any such additional remarketing agent. (b) Subject to the terms and conditions set forth herein and in the Purchase Contract and Pledge Agreement, the Remarketing Agent shall use its commercially reasonable best efforts to (i) remarket on the Initial Remarketing Date the Remarketed Senior Notes that the Collateral Agent and the Custodial Agent shall have notified the Remarketing Agent, not later than 10:00 a.m., New York City time, on the third Business Day immediately preceding the Initial Remarketing Date, are to be remarketed by establishing at the Reset Rate Rate, (as defined in clause (iii) of the definition of such term) and remarketing the Notes participating in the remarketing at a price equal to approximately, but not less than, 100.5% of the Remarketing Value. If, despite using its commercially reasonable best efforts, event the Remarketing Agent cannot, not establish such a Reset Rate on the Initial Remarketing Date, establish the Reset Rate (as defined in clause (i) of the definition of such term) and remarket the Notes participating in the remarketing at a price equal to approximately, but not less than, 100.5% of the Remarketing Value, it will again attempt to remarket such Senior Notes on each of the two Business Days next succeeding the Initial Remarketing Date May 5, 2010, and, if necessary, on each of the three Business Days immediately preceding July 1May 6, 2005 2010 and, if necessary, on each of the seventhMay 7, sixth and fifth Business Days immediately preceding the Stock Purchase Date2010 and, the Notes that the Collateral Agent and the Custodial Agent shall have notified the Remarketing Agent, not later than 10:00 a.m., New York City timeif necessary, on the third Business Day immediately preceding the first day of any subsequent Remarketing PeriodMay 10, are to be remarketed2010 and, if necessary, on May 11, 2010 and, if necessary, on May 12, 2010, in each case by establishing at the Reset Rate and (as defined iii) in clause the event of a Last Failed Remarketing, promptly return the Pledged Senior Notes, if any, included in such Last Failed Remarketing to the Collateral Agent to be held by the Collateral Agent in accordance with Section 11.01 of the Purchase Contract and Pledge Agreement (iwhich Section is incorporated herein by reference) and return any Separate Senior Notes included in the remarketing to the Custodial Agent in accordance with Section 5.02(c)(ii) of the definition of such term) Purchase Contract and remarketing the Notes participating in the remarketing at a price equal to approximately, but not less than, 100.5% Pledge Agreement and Section 5.01 of the Remarketing ValueSupplemental Indenture (which Sections are incorporated herein by reference). Upon In the event of the occurrence of a successful remarketing, by approximately 4:30 p.m., New York City time, on the date of the successful remarketing, the Remarketing Agent shall advise, by telephone (promptly confirmed in writing in the case of clause (i)): (i) the Company, the Purchase Contract Agent, the Collateral Agent, the Custodial Agent, the Securities Intermediary, DTC and the Trustee of the Reset Rate determined in the remarketing in accordance with clause (i) of the definition of Reset Rate; (ii) each purchaser (or the Clearing Agency Participant thereof) of Notes in the remarketing of the Reset Rate and the number of Notes such purchaser is to purchase; and (iii) each purchaser to give instructions to its Clearing Agency Participant to pay the purchase price on the date of settlement for such remarketing in same day funds against delivery of the remarketed Notes purchased through the facilities of DTC. The Remarketing Agent also shall, in accordance with the Purchase Contract Agreement and the Remarketing Agreement use the proceeds from the successful remarketing attributable to the Pledged Notes to purchase the Treasury Consideration with the CUSIP numbers, if any, selected by the Remarketing Agent, described in clauses (1) and (2) of the definition of Remarketing Value. On the date of settlement of the successful remarketing, which shall be the third Business Day following the Initial Remarketing Date or such Subsequent Remarketing Date, as the case may be, the Remarketing Agent shall deliver such Treasury Consideration to the Purchase Contract Agent, which shall thereupon deliver such Treasury Consideration to the Collateral Agent. The Collateral Agent, for the benefit of the Company, shall thereupon apply such Treasury Consideration, in accordance with the Pledge Agreement, to secure such Holders' obligations under the Purchase Contracts related to Equity Security Units. On the third Business Day following such Initial Remarketing Date or Subsequent Remarketing Date, as the case may be, the Remarketing Agent also shall: (i) deduct and retain for itself the Remarketing Fee; (ii) remit the remaining portion of the proceeds from the successful remarketing attributable to the Separate Notes to the Custodial Agent for payment to the holders of Separate Notes that were remarketed; and (iii) remit the remaining portion, if any, of the proceeds to the Purchase Contract Agent for payment to the Holders of the Equity Security Units. Upon the occurrence of a Failed Remarketing, the Remarketing Agent shall: (i) notify by telephone the Company, the Purchase Contract Agent, the Collateral Agent, the Custodial Agent and the Trustee that a Failed Remarketing has occurred, whereupon the Company shall notify DTC, by telephone, that a Failed Remarketing has occurred; and (ii) within three Business Days following the last day of such Remarketing Period, return the Pledged Notes that were to be remarketed to the Collateral Agent and the Separate Notes that were to be remarketed to the Custodial Agent for redelivery to such holders of such Separate Notes. Upon the occurrence of the Last Failed Remarketing, the Remarketing Agent shall: (i) notify by telephone shall promptly advise the CompanyTrustee of such event, with such notice to be given not later than 2 business days prior to the Purchase Contract Settlement Date. After deducting the fee specified in Section 4 below, the proceeds of any such successful remarketing shall be delivered to the Purchase Contract Agent or the Custodial Agent, the Collateral Agentas applicable, the Custodial Agent and the Trustee that the Last Failed Remarketing has occurred, whereupon the Company shall notify DTC that the Last Failed Remarketing has occurred; (ii) within three Business Days following the fifth Business Day immediately preceding the Stock Purchase Date, return the Pledged Notes to the Collateral Agent and the Separate Notes that were to be remarketed to the Custodial Agent for redelivery to such holders of such Separate Notes; and (iii) notify the Company, the Custodial Agent and the Trustee of the Reset Rate as determined in accordance with clause (iiSections 5.02(c)(i) of the definition of Reset Rate Purchase Contract and the Notes will begin bearing interest at such Reset RatePledge Agreement (which Section is incorporated herein by reference). The right of each Holder of Equity Security Corporate HiMEDS Units or Separate Senior Notes to have Senior Notes participate included in any remarketing shall be subject to the conditions that: that (i) the Remarketing Agent conducts a remarketing on such date pursuant to the terms of this Agreement; , (ii) the Notes participating in a remarketing have not been called for redemption upon the occurrence of a Tax Event; (iii) the Remarketing Agent is able to find a purchaser or purchasers for all of the Remarketed Senior Notes participating in a remarketing at a the Reset Rate such that the then current aggregate market value of such Notes is equal to approximately, but not less than, 100.5% of the Remarketing Value; and and (iviii) such purchaser or purchasers deliver the purchase price therefor to the Remarketing Agent as and when required. (c) It is understood and agreed that the Remarketing Agent shall not have any obligation whatsoever to purchase any Senior Notes, whether in a remarketing held on the Initial Remarketing Date or on any Subsequent Remarketing Date or otherwise, and shall in no way be obligated to provide funds to make payment upon tender of Senior Notes for remarketing or to otherwise expend or risk its own funds or incur or be exposed to financial liability in the performance of its duties under this Agreement, and, without limitation of the foregoing, the Remarketing Agent shall not be deemed an underwriter of the Remarketed Senior Notes. The Company shall not be obligated in any case to provide funds to make payment upon delivery of Senior Notes for remarketing. (d) The Remarketing Agent shall also, if required by the Securities Act or the rules and regulations promulgated thereunder, deliver to each purchaser a Prospectus in connection with the Remarketing. (e) If, by 4:30 p.m., New York City time, on the Remarketing Date or any Subsequent Remarketing Date, the Remarketing Agent is unable to remarket all Remarketed Senior Notes included in the Remarketing, a failed Remarketing (the “Failed Remarketing”) shall be deemed to have occurred, and the Remarketing Agent shall so advise by telephone the Depositary and the Company. (f) The Remarketing Agent shall advise, by telephone, the Company of the Reset Rate determined in a Successful Remarketing (as defined in Section 4 hereof) as soon as practicable after such determination. (g) By approximately 4:30 p.m., New York City time, on the Trading Day following a Successful Remarketing, the Remarketing Agent shall advise, by telephone, (i) the Depositary of the Reset Rate determined in the Remarketing and the number of Remarketed Senior Notes sold in the Remarketing, (ii) each purchaser (or the Depositary Participant thereof) of the Reset Rate and the number of Remarketed Senior Notes such purchaser is to purchase and (iii) each purchaser to give instructions to its Depositary Participant to pay the purchase price on the Settlement Date in same day funds against delivery of the Remarketed Senior Notes purchased through the facilities of the Depositary.

Appointment and Obligations of Remarketing Agent. (a) The Company hereby appoints Credit Suisse First Boston Corporation, X.X. Xxxxxx Securities LLC and Credit Suisse First Boston Corporation X.X. Xxxxxx Securities LLC hereby accepts such appointment, as the Remarketing Agent to: (i) as the Remarketing Agent to determine, in consultation with the Company, in the manner provided for herein, in the Purchase Contract and Pledge Agreement and in the Eighth Supplemental IndentureSenior Notes, the Reset Rate as defined that, in clause (i) the opinion of the definition Remarketing Agent, will, when applied to the Remarketed Senior Notes, enable the price per Remarketed Senior Notes to equal 100.25% of the Remarketing Value of such term, provided that Remarketed Senior Notes as of the Remarketing Agent shall have no obligation to determine whether there is Date or as of any limitation under applicable law on the Reset Rate or, if there is any such limitation, the maximum permissible Reset Rate on the Notes and it shall rely solely upon written notice from the Company (which the Company agrees to provide prior to the eighth Business Day immediately preceding the Initial Subsequent Remarketing Date) , as to whether or not there is any such limitation the case may be; and, if so, the maximum permissible Reset Rate; (ii) as the exclusive Remarketing Agent (subject to the right of such Remarketing Agent to appoint additional remarketing agents hereunder as described below) to remarket the Remarketed Senior Notes participating to be included in the remarketing Remarketing on the Initial Remarketing Date or during any subsequent Remarketing PeriodDate, as applicableand, at a price equal to approximatelyif necessary, but not less than, 100.5% of the Remarketing Value; and (iii) in the event the Last Failed Remarketing shall have occurred or in the event there were no Equity Security Units outstanding on the Initial Remarketing Date or any Subsequent Remarketing Date and none of the Holders of Separate Notes elected during any Remarketing Period to have their Separate Notes participate in a remarketing, to determine, in consultation with the Company, as applicable, the Reset Rate as defined in clause (ii) of the definition of such term, provided that the Remarketing Agent shall have no obligation to determine whether there is any limitation under applicable law on the Reset Rate or, if there is any such limitation, the maximum permissible Reset Rate on the Notes and it shall rely solely upon written notice from the Company (which the Company agrees to provide prior to the eighth Business Day immediately preceding the Initial Remarketing Date) as to whether or not there is any such limitation and, if so, the maximum permissible Reset Rate. The Remarketing Agent shall have the right, on 15 Business Days' ’ notice to the Company, to appoint one or more additional remarketing agents so long as any such additional remarketing agents shall be reasonably acceptable to the Company; provided that any such appointment shall not increase the Remarketing Fee (as defined in Section 4 hereof). Upon any such appointment, the parties shall enter into an appropriate amendment to this Agreement to reflect the addition of any such additional remarketing agent. (b) Subject to the terms and conditions set forth herein and in the Purchase Contract and Pledge Agreement, the Remarketing Agent shall use its commercially reasonable best efforts to remarket on the Initial Remarketing Date the Notes that the Collateral Agent and the Custodial Agent shall have notified the Remarketing Agent, not later than 10:00 a.m., New York City time, on the third Business Day immediately preceding the Initial Remarketing Date, are to be remarketed by establishing the Reset Rate (as defined in clause (i) of the definition of such term) and remarketing the Notes participating in the remarketing at a price equal to approximately, but not less than, 100.5% of the Remarketing Value. If, despite using its commercially reasonable best efforts, the Remarketing Agent cannot, on the Initial Remarketing Date, establish the Reset Rate (as defined in clause (i) of the definition of such term) and remarket the Notes participating in the remarketing at a price equal to approximately, but not less than, 100.5% of the Remarketing Value, it will again attempt to remarket on each of the two Business Days next succeeding the Initial Remarketing Date and, if necessary, on each of the three Business Days immediately preceding July 1, 2005 and, if necessary, on each of the seventh, sixth and fifth Business Days immediately preceding the Stock Purchase Date, the Notes that the Collateral Agent and the Custodial Agent shall have notified the Remarketing Agent, not later than 10:00 a.m., New York City time, on the third Business Day immediately preceding the first day of any subsequent Remarketing Period, are to be remarketed, in each case by establishing the Reset Rate (as defined in clause (i) of the definition of such term) and remarketing the Notes participating in the remarketing at a price equal to approximately, but not less than, 100.5% of the Remarketing Value. Upon the occurrence of a successful remarketing, by approximately 4:30 p.m., New York City time, on the date of the successful remarketing, the Remarketing Agent shall advise, by telephone (promptly confirmed in writing in the case of clause (i)):to: (i) remarket on the Company, Remarketing Date the Purchase Contract Agent, Remarketed Senior Notes at the Collateral Agent, the Custodial Agent, the Securities Intermediary, DTC and the Trustee of the Reset Rate determined in the remarketing in accordance with clause (i) of the definition of Reset Rate; (ii) each purchaser (or the Clearing Agency Participant thereof) of Notes in the remarketing of event the Remarketing Agent cannot establish such a Reset Rate on the Remarketing Date, attempt to remarket such Senior Notes on each Subsequent Remarketing Date during the Remarketing Period, as necessary, in each case at the Reset Rate and the number of Notes such purchaser is to purchaseRate; and (iii) each purchaser to give instructions to its Clearing Agency Participant to pay in the purchase price on event of a Last Failed Remarketing, within three Business Days of the date of settlement for such remarketing in same day funds against delivery of the remarketed Notes purchased through the facilities of DTC. The Last Failed Remarketing Agent also shall, in accordance with the Purchase Contract Agreement and the Remarketing Agreement use the proceeds from the successful remarketing attributable to return the Pledged Notes to purchase the Treasury Consideration with the CUSIP numbersSenior Notes, if any, selected included in such Last Failed Remarketing to the Collateral Agent to be held by the Remarketing Agent, described Collateral Agent in clauses (1accordance with Sections 5.02(c)(ii) and 11.01 of the Purchase Contract and Pledge Agreement (2which Section is incorporated herein by reference) and return any Separate Senior Notes included in the Remarketing to the Custodial Agent in accordance with Section 5.02(c)(ii) of the definition of Remarketing Value. On the date of settlement Purchase Contract and Pledge Agreement and Section 5.02(b) of the successful remarketingSupplemental Indenture (which Sections are incorporated herein by reference), which shall and promptly advise the Trustee of such event, with such notice to be the third given not later than two Business Day following the Initial Remarketing Date or such Subsequent Remarketing Date, as the case may be, the Remarketing Agent shall deliver such Treasury Consideration Days prior to the Purchase Contract Agent, which shall thereupon deliver such Treasury Consideration to Settlement Date. After deducting the Collateral Agent. The Collateral Agent, for the benefit of the Company, shall thereupon apply such Treasury Consideration, fee specified in accordance with the Pledge Agreement, to secure such Holders' obligations under the Purchase Contracts related to Equity Security Units. On the third Business Day following such Initial Remarketing Date or Subsequent Remarketing Date, as the case may beSection 4 below, the proceeds of any such successful Remarketing Agent also shall: (i) deduct and retain for itself the Remarketing Fee; (ii) remit the remaining portion of the proceeds from the successful remarketing attributable to the Separate Notes to the Custodial Agent for payment to the holders of Separate Notes that were remarketed; and (iii) remit the remaining portion, if any, of the proceeds shall be delivered to the Purchase Contract Agent for payment to or the Holders Custodial Agent, as applicable, in accordance with Sections 5.02(c)(i) of the Equity Security Units. Upon the occurrence of a Failed Remarketing, the Remarketing Agent shall: (i) notify by telephone the Company, the Purchase Contract Agent, the Collateral Agent, the Custodial Agent and the Trustee that a Failed Remarketing has occurred, whereupon the Company shall notify DTC, Pledge Agreement (which Section is incorporated herein by telephone, that a Failed Remarketing has occurred; and (ii) within three Business Days following the last day of such Remarketing Period, return the Pledged Notes that were to be remarketed to the Collateral Agent and the Separate Notes that were to be remarketed to the Custodial Agent for redelivery to such holders of such Separate Notes. Upon the occurrence of the Last Failed Remarketing, the Remarketing Agent shall: (i) notify by telephone the Company, the Purchase Contract Agent, the Collateral Agent, the Custodial Agent and the Trustee that the Last Failed Remarketing has occurred, whereupon the Company shall notify DTC that the Last Failed Remarketing has occurred; (ii) within three Business Days following the fifth Business Day immediately preceding the Stock Purchase Date, return the Pledged Notes to the Collateral Agent and the Separate Notes that were to be remarketed to the Custodial Agent for redelivery to such holders of such Separate Notes; and (iii) notify the Company, the Custodial Agent and the Trustee of the Reset Rate as determined in accordance with clause (ii) of the definition of Reset Rate and the Notes will begin bearing interest at such Reset Ratereference). The right of each Holder of Equity Security Corporate HiMEDS Units or Separate Senior Notes to have Senior Notes participate included in any remarketing Remarketing shall be subject to the conditions that: (i) the Remarketing Agent conducts a remarketing Remarketing on such date pursuant to the terms of this Agreement; (ii) the Notes participating in a remarketing have not been called for redemption upon the occurrence of a Tax Event; (iii) the Remarketing Agent is able to find a purchaser or purchasers for all of the Remarketed Senior Notes participating in a remarketing at a the Reset Rate such that the then current aggregate market value of such Notes is equal to approximately, but not less than, 100.5% of the Remarketing ValueRate; and (iviii) such purchaser or purchasers deliver the purchase price therefor to the Remarketing Agent as and when required. (c) It is understood and agreed that the Remarketing Agent shall not have any obligation whatsoever to purchase any Senior Notes, whether in a remarketing Remarketing held on the Initial Remarketing Date or on any Subsequent Remarketing Date or otherwise, and shall in no way be obligated to provide funds to make payment upon tender of Senior Notes for remarketing Remarketing or to otherwise expend or risk its own funds or incur or be exposed to financial liability in the performance of its duties under this Agreement, and, without limitation of the foregoing, the Remarketing Agent shall not be deemed an underwriter of the Remarketed Senior Notes. The Company shall not be obligated in any case to provide funds to make payment upon delivery of Senior Notes for remarketingRemarketing. (d) The Company acknowledges and agrees that the Remarketing Agent is acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the Remarketing of the Senior Notes contemplated hereby (including in connection with determining the terms of the Remarketing) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, the Remarketing Agent is not advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Remarketing Agent shall have no responsibility or liability to the Company with respect thereto. Any review by the Remarketing Agent of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Remarketing Agent and shall not be on behalf of the Company. (e) The Remarketing Agent shall also, if required by the Securities Act or the rules and regulations promulgated thereunder, deliver to each purchaser a Prospectus in connection with the Remarketing. (f) If, by 4:30 p.m., New York City time, on the Remarketing Date or any Subsequent Remarketing Date, the Remarketing Agent is unable to remarket all Remarketed Senior Notes included in the Remarketing, a failed Remarketing (the “Failed Remarketing”) shall be deemed to have occurred, and the Remarketing Agent shall so advise by telephone the Depositary and the Company. (g) The Remarketing Agent shall advise, by telephone, the Company of the Reset Rate determined in a Successful Remarketing (as defined in Section 4 hereof) as soon as practicable after such determination. (h) By approximately 4:30 p.m., New York City time, on the Trading Day following a Successful Remarketing, the Remarketing Agent shall advise, by telephone: (i) the Depositary of the Reset Rate determined in the Remarketing and the aggregate principal amount of Remarketed Senior Notes sold in the Remarketing; (ii) each purchaser (or the Depositary Participant thereof) of the Reset Rate and the aggregate principal amount of Remarketed Senior Notes such purchaser is to purchase; and (iii) each purchaser to give instructions to its Depositary Participant to pay the purchase price on the Settlement Date in same day funds against delivery of the Remarketed Senior Notes purchased through the facilities of the Depositary.

Appointment and Obligations of Remarketing Agent. (a) The Company hereby appoints Credit Suisse First Boston Corporation, [ ] and Credit Suisse First Boston Corporation [ ] hereby accepts such appointment, (i) as the Remarketing Agent to: (i) to determine, in consultation with the Company, in the manner provided for herein, in the Purchase Contract Agreement herein and in the Eighth Supplemental IndentureIndenture (as in effect on the date of this Remarketing Agreement) with respect to the Notes, the Reset Rate as defined that, in clause (i) the opinion of the definition Remarketing Agent, will, when applied to the Notes (assuming, even if not true, that all of such termthe Notes are included in the remarketing), enable the then current aggregate market value of the Notes to have a value equal to at least 100.50% of the Remarketing Value as of the Remarketing Date or as of any Subsequent Remarketing Date, as the case may be, provided that the Company, by notice to the Remarketing Agent shall have no obligation prior to determine whether there is (A) the [tenth] Business Day preceding the Remarketing Date, with respect to any limitation under applicable law remarketing to occur on either the Remarketing Date or the two Business Days immediately following such Remarketing Date, (B) the [thirteenth] Business Day preceding ____________, 2004 with respect to any remarketing to occur on any of the three Business Days immediately preceding ____________, 2004, or (C) the [thirteenth] Business Day preceding the Stock Purchase Date with respect to any remarketing to occur on any of the three Business Days immediately preceding such Stock Purchase Date, shall, if applicable, limit the Reset Rate or, if there is any such limitation, so that it does not exceed the maximum permissible Reset Rate on the Notes rate permitted by applicable law, and it shall rely solely upon written notice from the Company (which the Company agrees to provide prior to the eighth Business Day immediately preceding the Initial Remarketing Date) as to whether or not there is any such limitation and, if so, the maximum permissible Reset Rate; (ii) as the exclusive Remarketing Agent (subject to the right of such Remarketing Agent to appoint additional remarketing agents hereunder as described below) to remarket the Notes participating to be included in the remarketing on the Initial Remarketing Date or during any subsequent Remarketing Period, as applicable, at a price equal to approximately, but not less than, 100.5% of the Remarketing Value; and (iii) in the event the Last Failed Remarketing shall have occurred or in the event there were no Equity Security Units outstanding on the Initial Remarketing Date or any Subsequent Remarketing Date and none of the Holders of Separate Notes elected during any Remarketing Period to have their Separate Notes participate in a remarketing, to determine, in consultation with the CompanyDate, as applicable, the Reset Rate as defined in clause (ii) of the definition of such term, provided case may be. The Company agrees that the Remarketing Agent shall have no obligation to determine whether there is any limitation under applicable law on the Reset Rate or, if there is any such limitation, the maximum permissible Reset Rate on the Notes and it shall rely solely upon written notice from the Company (which the Company agrees to provide prior to the eighth Business Day immediately preceding the Initial Remarketing Date) as to whether or not there is any such limitation and, if so, the maximum permissible Reset Rate. The Remarketing Agent shall have the right, on 15 Business Days' Days notice to the Company, to appoint one or more additional remarketing agents so long as any such additional remarketing agents shall be reasonably acceptable to the Company. Upon any such appointment, the parties shall enter into an appropriate amendment to this Agreement to reflect the addition of any such additional remarketing agent. (b) Subject to the terms and conditions set forth herein and in the Purchase Contract Agreementherein, the Remarketing Agent shall use its commercially reasonable best efforts to (i) remarket on the Initial Remarketing Date the Notes that the Collateral Purchase Contract Agent and or the Custodial Agent shall have notified the Remarketing Agent, not later than 10:00 a.m., New York City time, on the third Business Day immediately preceding the Initial Remarketing Date, Agent are to be remarketed by establishing the at a Reset Rate (as defined in clause (i) such that the then current aggregate market value of the definition of such term) and remarketing the Notes participating in the remarketing at a price is equal to approximately, but not less than, 100.5% of the Remarketing Value. If, despite using its commercially reasonable best efforts, the Remarketing Agent cannot, on the Initial Remarketing Date, establish the Reset Rate (as defined in clause (i) of the definition of such term) and remarket the Notes participating in the remarketing at a price equal to approximately, but not less than, 100.5least 100.50% of the Remarketing Value, it will again and (ii) in the event the Remarketing Agent cannot establish such a Reset Rate on the Remarketing Date, attempt to remarket such Notes on each of the two Business Days next succeeding immediately following the Initial Remarketing Date and, if necessary, on each of the three Business Days immediately preceding July 1___________, 2005 2004, and, if necessary, on each of the seventh, sixth and fifth three Business Days immediately preceding the Stock Purchase Date, the Notes that the Collateral Agent and the Custodial Agent shall have notified the Remarketing Agent, not later than 10:00 a.m., New York City time, on the third Business Day immediately preceding the first day of any subsequent Remarketing Period, are to be remarketed, in each case by establishing the at a Reset Rate (as defined in clause (i) such that the then current aggregate market value of the definition of such term) and remarketing the Notes participating in the remarketing at a price is equal to approximately, but not less than, 100.5at least 100.50% of the Remarketing Value. Upon , and (ii) in the occurrence event of a successful remarketingLast Failed Remarketing, promptly return the Separate Notes, if any, included in such Last Failed Remarketing to the Collateral Agent to be held by approximately 4:30 p.m., New York City time, on the date Collateral Agent in accordance with Section 4.5(b) of the successful remarketingPledge Agreement (which Section is incorporated herein by reference). After deducting the fee specified in Section 3 below, the Remarketing proceeds of any such remarketing shall be delivered to the Purchase Contract Agent in accordance with Section 4.5(a) of the Pledge Agreement (which Section is incorporated herein by reference) and Section 5.4(b) of the Purchase Contract Agreement. The right of each Holder of Normal Units or Separate Notes to have Notes included in any remarketing shall advise, by telephone (promptly confirmed in writing in be limited to the case of clause (i)): extent that (i) the Company, the Purchase Contract Agent, the Collateral Agent, the Custodial Agent, the Securities Intermediary, DTC and the Trustee of the Reset Rate determined in the Remarketing Agent conducts a remarketing in accordance with clause (i) of the definition of Reset Rate; (ii) each purchaser (or the Clearing Agency Participant thereof) of Notes in the remarketing of the Reset Rate and the number of Notes such purchaser is to purchase; and (iii) each purchaser to give instructions to its Clearing Agency Participant to pay the purchase price on the date of settlement for such remarketing in same day funds against delivery of the remarketed Notes purchased through the facilities of DTC. The Remarketing Agent also shall, in accordance with the Purchase Contract Agreement and the Remarketing Agreement use the proceeds from the successful remarketing attributable to the Pledged Notes to purchase the Treasury Consideration with the CUSIP numbers, if any, selected by the Remarketing Agent, described in clauses (1) and (2) of the definition of Remarketing Value. On the date of settlement of the successful remarketing, which shall be the third Business Day following the Initial Remarketing Date or such on any Subsequent Remarketing Date, as the case may be, the Remarketing Agent shall deliver such Treasury Consideration to the Purchase Contract Agent, which shall thereupon deliver such Treasury Consideration to the Collateral Agent. The Collateral Agent, for the benefit of the Company, shall thereupon apply such Treasury Consideration, in accordance with the Pledge Agreement, to secure such Holders' obligations under the Purchase Contracts related to Equity Security Units. On the third Business Day following such Initial Remarketing Date or Subsequent Remarketing Date, as the case may be, the Remarketing Agent also shall: (i) deduct and retain for itself the Remarketing Fee; (ii) remit the remaining portion of the proceeds from the successful remarketing attributable to the Separate Notes to the Custodial Agent for payment to the holders of Separate Notes that were remarketed; and (iii) remit the remaining portion, if any, of the proceeds to the Purchase Contract Agent for payment to the Holders of the Equity Security Units. Upon the occurrence of a Failed Remarketing, the Remarketing Agent shall: (i) notify by telephone the Company, the Purchase Contract Agent, the Collateral Agent, the Custodial Agent and the Trustee that a Failed Remarketing has occurred, whereupon the Company shall notify DTC, by telephone, that a Failed Remarketing has occurred; and (ii) within three Business Days following the last day of such Remarketing Period, return the Pledged Notes that were to be remarketed to the Collateral Agent and the Separate Notes that were to be remarketed to the Custodial Agent for redelivery to such holders of such Separate Notes. Upon the occurrence of the Last Failed Remarketing, the Remarketing Agent shall: (i) notify by telephone the Company, the Purchase Contract Agent, the Collateral Agent, the Custodial Agent and the Trustee that the Last Failed Remarketing has occurred, whereupon the Company shall notify DTC that the Last Failed Remarketing has occurred; (ii) within three Business Days following the fifth Business Day immediately preceding the Stock Purchase Date, return the Pledged Notes to the Collateral Agent and the Separate Notes that were to be remarketed to the Custodial Agent for redelivery to such holders of such Separate Notes; and (iii) notify the Company, the Custodial Agent and the Trustee of the Reset Rate as determined in accordance with clause (ii) of the definition of Reset Rate and the Notes will begin bearing interest at such Reset Rate. The right of each Holder of Equity Security Units or Separate Notes to have Notes participate in any remarketing shall be subject to the conditions that: (i) the Remarketing Agent conducts a remarketing on such date pursuant to the terms of this Agreement; , (ii) the Notes participating included in a remarketing have not been called for redemption upon pursuant to the occurrence of a Tax Event; Purchase Contract Agreement, (iii) the Remarketing Agent is able to find a purchaser or purchasers for all of the Notes participating included in a remarketing at a Reset Rate such that the then current aggregate market value of such the Notes is equal to approximately, but not less than, 100.5at least 100.50% of the Remarketing Value; and , and (iv) such purchaser or purchasers deliver the purchase price therefor to the Remarketing Agent as and when required. (c) It is understood and agreed that the Remarketing Agent shall not have any obligation whatsoever to purchase any Notes, whether in a remarketing held on the Initial Remarketing Date or on any Subsequent Remarketing Date or otherwise, and shall in no way be obligated to provide funds to make payment upon tender of Notes for remarketing or to otherwise expend or risk its their own funds or incur or be exposed to financial liability in the performance of its their respective duties under this Agreement. The Company shall not be obligated in any case to provide funds to make payment upon delivery of Notes for remarketing.

Appointment and Obligations of Remarketing Agent. (a) The Company Fund hereby appoints Credit Suisse First Boston CorporationXxxxx Xxxxxx, and Credit Suisse First Boston Corporation Xxxxx Xxxxxx hereby accepts such appointment, as the exclusive Remarketing Agent to: of each series of the Shares for the purpose of (i) determinesetting the Applicable Dividend Rate on such Shares from time to time, in consultation with the Company, in the manner provided for herein, in the Purchase Contract Agreement and in the Eighth Supplemental Indenture, the Reset Rate as defined in clause (iii) remarketing such Shares from time to time on behalf of the definition of Beneficial Owners thereof, and (iii) performing such term, provided that other duties as are assigned to the Remarketing Agent shall have no obligation to determine whether there is any limitation under applicable law on in the Reset Rate or, if there is any such limitation, the maximum permissible Reset Rate on the Notes and it shall rely solely upon written notice from the Company (which the Company agrees to provide prior Articles; all pursuant to the eighth Business Day immediately preceding the Initial Remarketing Date) as to whether or not there is any such limitation and, if so, the maximum permissible Reset Rate; (ii) remarket the Notes participating procedures set forth in the remarketing on Articles and the Initial Remarketing Date or during any subsequent Remarketing PeriodProspectus dated May 11, as applicable, at a price equal 1993 relating to approximately, but not less than, 100.5% the offering of each series of the Remarketing Value; and Shares (iii) in the event the Last Failed Remarketing shall have occurred or in the event there were no Equity Security Units outstanding on the Initial Remarketing Date or any Subsequent Remarketing Date and none of the Holders of Separate Notes elected during any Remarketing Period to have their Separate Notes participate in a remarketing, to determine, in consultation with the Company, as applicable, the Reset Rate as defined in clause (ii) of the definition of such term, provided that the Remarketing Agent shall have no obligation to determine whether there is any limitation under applicable law on the Reset Rate or, if there is any such limitation, the maximum permissible Reset Rate on the Notes and it shall rely solely upon written notice from the Company (which the Company agrees to provide prior to the eighth Business Day immediately preceding the Initial Remarketing Date) as to whether or not there is any such limitation and, if so, the maximum permissible Reset Rate"Prospectus"). The Remarketing Agent Fund shall have the right, on 15 seven Business Days' notice to the CompanyRemarketing Agent, to appoint one or more additional remarketing agents so long as any such additional remarketing agents shall be reasonably acceptable Remarketing Agents with respect to the CompanyShares under an agreement substantially in the form of this Agreement. Upon any such appointment, the parties shall enter into an appropriate amendment including any appointment of a successor Remarketing Agent pursuant to Section 4 hereof, all references in this Agreement to reflect the addition of any "Remarketing Agent" shall be deemed to refer also to each such additional remarketing agentor successor Remarketing Agent. Any such additional or successor Remarketing Agent shall accept its appointment by executing an agreement substantially in the form of this Agreement. (b) Subject The Remarketing Agent agrees with respect to each series of the Shares (i) to calculate the Maximum Dividend Rate applicable to each Dividend Period with respect to such Shares; (ii) to use its best efforts to set in Remarketings the Applicable Dividend Rate on such Shares; (iii) to notify the Fund promptly of the Applicable Dividend Rate; (iv) to use its best efforts to remarket such Shares tendered to the Remarketing Agent in Remarketings held from time to time as provided in the Articles; (v) to assist the Fund in establishing the Specific Redemption Provisions, if any, relating to such Shares; and (vi) to carry out such other duties as are assigned to the Remarketing Agent in the Articles, all in accordance with the provisions of the Articles. (c) The Remarketing Agent agrees that if, at any time, either Xxxxx'x or S&P shall not make available a rating for a series of the Shares required for the Remarketing Agent to calculate any maximum Dividend Rate, or if both Xxxxx'x and S&P shall not make available such a rating, the Fund shall select one or more Substitute Rating Agencies for such purpose. (d) It is expressly understood and agreed by the parties hereto that the obligations of the Remarketing Agent hereunder are conditioned upon the issuance and delivery of each series of the Shares pursuant to the terms and conditions set forth herein of the Underwriting Agreement. It is further understood and in agreed by and between the Purchase Contract Agreement, parties that the Remarketing Agent shall use its commercially reasonable best efforts not be obligated to set the Applicable Dividend Rate on a series of the Shares or to remarket on a series of the Initial Remarketing Date Shares during a Non-Payment Period, or at any time that any of the Notes that conditions set forth in clauses (a) and (b) of Section 7 hereof shall not have been fully and completely met to the Collateral Agent and the Custodial Agent shall have notified satisfaction of the Remarketing Agent, not later than 10:00 a.m., New York City time, on Agent or at any time any of the third Business Day immediately preceding the Initial Remarketing Date, are to be remarketed by establishing the Reset Rate (as defined events set forth in clause (ic) of the definition of such termsaid Section 7 shall have occurred. (e) and remarketing the Notes participating Subject to a failure to remarket, as described in the remarketing at a price equal to approximately, but not less than, 100.5% Part II Section 5 of the Remarketing Value. If, despite using its commercially reasonable best efforts, the Remarketing Agent cannot, on the Initial Remarketing Date, establish the Reset Rate (as defined in clause (i) of the definition of such term) and remarket the Notes participating in the remarketing at a price equal to approximately, but not less than, 100.5% of the Remarketing Value, it will again attempt to remarket on each of the two Business Days next succeeding the Initial Remarketing Date and, if necessary, on each of the three Business Days immediately preceding July 1, 2005 and, if necessary, on each of the seventh, sixth and fifth Business Days immediately preceding the Stock Purchase Date, the Notes that the Collateral Agent and the Custodial Agent shall have notified the Remarketing Agent, not later than 10:00 a.m., New York City time, on the third Business Day immediately preceding the first day of any subsequent Remarketing Period, are to be remarketed, in each case by establishing the Reset Rate (as defined in clause (i) of the definition of such term) and remarketing the Notes participating in the remarketing at a price equal to approximately, but not less than, 100.5% of the Remarketing Value. Upon the occurrence of a successful remarketingStatement, by approximately 4:30 3:30 p.m., New York City time, on each Remarketing Date, the date Remarketing Agent will advise Bankers Trust Company (the "Paying Agent") of (i) the Applicable Dividend Rate determined in the related Remarketing; (ii) the identities of (and the number of Shares held by) the Beneficial Owners who purchased such Shares as a result of the successful remarketingRemarketing, to the extent known to the Remarketing Agent; (iii) the identities of (and number of Shares sold by) persons who sold Shares in the Remarketing; and (iv) the Specific Redemption Provisions, if any, relating to a series of the Shares. By 3:30 p.m., New York City time, on each Remarketing Date, the Remarketing Agent shall advisealso advise the Fund of the information set forth in clauses (i) and (ii) of this Section 2(f), to the extent such information is known to the Remarketing Agent. (f) As soon as practicable after the Date of Original Issue for any series of the Shares, but not later than the fifth Business Day preceding the date of the first Remarketing for such Shares, the Remarketing Agent will provide the Fund and the Paying Agent with a list of the persons to whom it has sold Shares, the number of Shares sold to each such person and the number of Shares it is holding as of the date of such notice. (g) The Remarketing Agent shall promptly notify the Paying Agent by telephone (promptly confirmed in writing a notice substantially in the case form of clause Exhibit A hereto of any transfers of Shares outside of a Remarketing of which it is aware. (i)):h) Whenever the Fund intends to include any net capital gains or other income taxable for federal income tax purposes in any dividend on any series of the Shares, the Fund intends to notify the Remarketing Agent and the Paying Agent of the amount to be so included seven days prior to the Remarketing on which the Applicable Dividend Rate for such dividend is to be established. The Remarketing Agent agrees that, whenever it receives such notice from the Fund, it will in turn notify the holders of such series of the shares and prospective purchasers believed by it to be interested in purchasing such series of the Shares in such Remarketing. If the Fund retroactively allocates net capital gains or other income taxable for federal income tax purposes without having provided such notice, the Fund shall notify the Remarketing Agent of such retroactive allocation as provided in the Articles. (i) the Company, the Purchase Contract Agent, the Collateral Agent, the Custodial Agent, the Securities Intermediary, DTC and the Trustee of the Reset Rate determined in the remarketing in accordance with clause (i) of the definition of Reset Rate; (ii) each purchaser (or the Clearing Agency Participant thereof) of Notes in the remarketing of the Reset Rate and the number of Notes such purchaser is to purchase; and (iii) each purchaser to give instructions to its Clearing Agency Participant to pay the purchase price on the date of settlement for such remarketing in same day funds against delivery of the remarketed Notes purchased through the facilities of DTC. The Remarketing Agent also shallmay, in accordance with its sole discretion, modify the Purchase Contract Agreement and settlement procedures set forth in the Remarketing Agreement use Articles so long as any such modification does not adversely affect the proceeds from the successful remarketing attributable to the Pledged Notes to purchase the Treasury Consideration with the CUSIP numbers, if any, selected by the Remarketing Agent, described in clauses (1) and (2) of the definition of Remarketing Value. On the date of settlement of the successful remarketing, which shall be the third Business Day following the Initial Remarketing Date Beneficial Owners or such Subsequent Remarketing Date, as the case may be, the Remarketing Agent shall deliver such Treasury Consideration to the Purchase Contract Agent, which shall thereupon deliver such Treasury Consideration to the Collateral Agent. The Collateral Agent, for the benefit of the Company, shall thereupon apply such Treasury Consideration, in accordance with the Pledge Agreement, to secure such Holders' obligations under the Purchase Contracts related to Equity Security Units. On the third Business Day following such Initial Remarketing Date or Subsequent Remarketing Date, as the case may be, the Remarketing Agent also shall: (i) deduct and retain for itself the Remarketing Fee; (ii) remit the remaining portion of the proceeds from the successful remarketing attributable to the Separate Notes to the Custodial Agent for payment to the holders of Separate Notes that were remarketed; and (iii) remit the remaining portion, if any, of the proceeds to the Purchase Contract Agent for payment to the Holders of a series of the Equity Security Units. Upon Shares of the occurrence Fund, does not adversely affect the rating of a Failed Remarketingseries of the Shares and does not cause the Fund to violate any law, rule or regulation, including the Remarketing Agent shall: (i) notify by telephone the Company, the Purchase Contract Agent, the Collateral Agent, the Custodial Agent 1940 Act and the Trustee that a Failed Remarketing has occurred, whereupon the Company shall notify DTC, by telephone, that a Failed Remarketing has occurred; and (ii) within three Business Days following the last day of such Remarketing Period, return the Pledged Notes that were to be remarketed to the Collateral Agent and the Separate Notes that were to be remarketed to the Custodial Agent for redelivery to such holders of such Separate Notes. Upon the occurrence laws of the Last Failed Remarketing, the Remarketing Agent shall: (i) notify by telephone the Company, the Purchase Contract Agent, the Collateral Agent, the Custodial Agent and the Trustee that the Last Failed Remarketing has occurred, whereupon the Company shall notify DTC that the Last Failed Remarketing has occurred; (ii) within three Business Days following the fifth Business Day immediately preceding the Stock Purchase Date, return the Pledged Notes to the Collateral Agent and the Separate Notes that were to be remarketed to the Custodial Agent for redelivery to such holders State of such Separate Notes; and (iii) notify the Company, the Custodial Agent and the Trustee of the Reset Rate as determined in accordance with clause (ii) of the definition of Reset Rate and the Notes will begin bearing interest at such Reset Rate. The right of each Holder of Equity Security Units or Separate Notes to have Notes participate in any remarketing shall be subject to the conditions that: (i) the Remarketing Agent conducts a remarketing on such date pursuant to the terms of this Agreement; (ii) the Notes participating in a remarketing have not been called for redemption upon the occurrence of a Tax Event; (iii) the Remarketing Agent is able to find a purchaser or purchasers for all of the Notes participating in a remarketing at a Reset Rate such that the then current aggregate market value of such Notes is equal to approximately, but not less than, 100.5% of the Remarketing Value; and (iv) such purchaser or purchasers deliver the purchase price therefor to the Remarketing Agent as and when requiredMinnesota. (cj) It is understood and agreed that the The Remarketing Agent shall not have any obligation whatsoever to purchase any Notesmay, whether in a remarketing held on its sole discretion, modify the Initial Remarketing Date or on any Subsequent Remarketing Date or otherwise, and shall in no way be obligated to provide funds to make payment upon tender procedures concerning notification of Notes for remarketing or to otherwise expend or risk its own funds or incur or be exposed to financial liability redemption set forth in the performance Articles, provided that any such modification does not adversely affect the Holder or any Beneficial Owner of its duties under this Agreement. The Company shall a series of the Shares, does not be obligated in adversely affect the rating of a series of the Shares and does not cause the Fund to violate any case to provide funds to make payment upon delivery law, rule or regulation, including the 1940 Act and the laws of Notes for remarketingthe State of Minnesota.

Appointment and Obligations of Remarketing Agent. (a) The Company hereby appoints Credit Suisse First Boston Corporation, and Credit Suisse First Boston Corporation hereby accepts such Salomon Smith Barney Inc. xxx Xxxxxxx Smith Barney Inc. xxxxxx xxxxxtx xxxx appointment, (i) as the Remarketing Agent to: (i) to determine, in consultation with the Company, in the manner provided for herein, in the Forward Purchase Contract Agreement and in the Eighth Supplemental IndentureNotes, the Reset Rate as defined that, in clause (i) the opinion of the definition Remarketing Agent, will, when applied to the Notes (assuming, even if not true, that all of such termthe Notes are included in the remarketing), enable the then current aggregate market value of the Notes to have a value equal to at least 100.5% of the Remarketing Value or Accelerated Remarketing Value, as applicable, as of the Remarketing Date, any Accelerated Remarketing Date or as of any Subsequent Remarketing Date, as the case may be, provided that the Company, by notice to the Remarketing Agent shall have no obligation prior to determine whether there is (A) the tenth Business Day preceding the Remarketing Date, with respect to any limitation under applicable law remarketing to occur on either the Remarketing Date or the two Business Days immediately following such Remarketing Date, (B) the fifth Business Day preceding any Accelerated Remarketing Date, with respect to any remarketing to occur on either such Accelerated Remarketing Date or on the two Business Days immediately following such Accelerated Remarketing Date, and (C) the thirteenth Business Day preceding any subsequent Remarketing Period, shall, if applicable, limit the Reset Rate or, if there is any such limitation, so that it does not exceed the maximum permissible Reset Rate on the Notes rate permitted by applicable law, and it shall rely solely upon written notice from the Company (which the Company agrees to provide prior to the eighth Business Day immediately preceding the Initial Remarketing Date) as to whether or not there is any such limitation and, if so, the maximum permissible Reset Rate; (ii) as the exclusive Remarketing Agent (subject to the right of such Remarketing Agent to appoint additional remarketing agents hereunder as described below) to remarket the Notes participating to be included in the remarketing on the Initial Remarketing Date, any Accelerated Remarketing Date or during any subsequent Remarketing Period, as applicable, at a price equal to approximately, but not less than, 100.5% of the Remarketing Value; and (iii) in the event the Last Failed Remarketing shall have occurred or in the event there were no Equity Security Units outstanding on the Initial Remarketing Date or any Subsequent Remarketing Date and none of the Holders of Separate Notes elected during any Remarketing Period to have their Separate Notes participate in a remarketing, to determine, in consultation with the Company, as applicable, the Reset Rate as defined in clause (ii) of the definition of such term, provided that the Remarketing Agent shall have no obligation to determine whether there is any limitation under applicable law on the Reset Rate or, if there is any such limitation, the maximum permissible Reset Rate on the Notes and it shall rely solely upon written notice from the Company (which the Company agrees to provide prior to the eighth Business Day immediately preceding the Initial Remarketing Date) as to whether or not there is any such limitation and, if so, the maximum permissible Reset Ratecase may be. The Remarketing Agent shall have the right, on 15 Business Days' notice to the Company, to appoint one or more additional remarketing agents so long as any such additional remarketing agents shall be reasonably acceptable to the Company. Upon any such appointment, the parties shall enter into an appropriate amendment to this Agreement to reflect the addition of any such additional remarketing agent. (b) Subject to the terms and conditions set forth herein and in the Forward Purchase Contract Agreement, the Remarketing Agent shall use its commercially reasonable best efforts to (i) remarket on the Initial Remarketing Date or any Accelerated Remarketing Date the Notes that the Collateral Forward Purchase Contract Agent and or the Custodial Agent shall have notified the Remarketing Agent, not later than 10:00 a.m., New York City time, on the third Business Day immediately preceding the Initial Remarketing Date, Agent are to be remarketed by establishing the at a Reset Rate (as defined in clause (i) such that the then current aggregate market value of the definition of such term) and remarketing the Notes participating in the remarketing at a price is equal to approximately, but not less than, at least 100.5% of the Remarketing Value or the Accelerated Remarketing Value. If, despite using its commercially reasonable best effortsas applicable, (ii) in the event the Remarketing Agent cannot, not establish such a Reset Rate on the Initial Remarketing Date, establish the Reset Rate (as defined in clause (i) of the definition of such term) and remarket the Notes participating in the remarketing at a price equal to approximately, but not less than, 100.5% of the Remarketing Value, it will again attempt to remarket such Notes on each of the two Business Days next succeeding immediately following the Initial Remarketing Date and, if necessary, on each of the three Business Days immediately preceding July the 17th day of each following month until the earlier to occur of (1, 2005 and, if necessary, on each of ) a successful remarketing or (2) the seventh, sixth and fifth Business Days immediately preceding the Scheduled Stock Purchase Date, the Notes that the Collateral Agent and the Custodial Agent shall have notified the Remarketing Agent, not later than 10:00 a.m., New York City time, on the third Business Day immediately preceding the first day of any subsequent Remarketing Period, are to be remarketed, in each case by establishing the at a Reset Rate (as defined in clause (i) such that the then current aggregate market value of the definition of such term) and remarketing the Notes participating in the remarketing at a price is equal to approximately, but not less than, at least 100.5% of the Remarketing Value. Upon the occurrence of a successful remarketing, by approximately 4:30 p.m., New York City time, on the date of the successful remarketing, the Remarketing Agent shall advise, by telephone (promptly confirmed in writing in the case of clause (i)): (i) the Company, the Purchase Contract Agent, the Collateral Agent, the Custodial Agent, the Securities Intermediary, DTC and the Trustee of the Reset Rate determined in the remarketing in accordance with clause (i) of the definition of Reset Rate; (ii) each purchaser (or the Clearing Agency Participant thereof) of Notes in the remarketing of the Reset Rate and the number of Notes such purchaser is to purchase; and (iii) each purchaser to give instructions to its Clearing Agency Participant to pay in the purchase price on the date event of settlement for such remarketing in same day funds against delivery of the remarketed Notes purchased through the facilities of DTC. The Remarketing Agent also shall, in accordance with the Purchase Contract Agreement and the Remarketing Agreement use the proceeds from the successful remarketing attributable to the Pledged Notes to purchase the Treasury Consideration with the CUSIP numbers, if any, selected by the Remarketing Agent, described in clauses (1) and (2) of the definition of Remarketing Value. On the date of settlement of the successful remarketing, which shall be the third Business Day following the an Initial Remarketing Date Acceleration Event or such Subsequent Remarketing Date, as the case may be, the Remarketing Agent shall deliver such Treasury Consideration to the Purchase Contract Agent, which shall thereupon deliver such Treasury Consideration to the Collateral Agent. The Collateral Agent, for the benefit of the Company, shall thereupon apply such Treasury Consideration, in accordance with the Pledge AgreementSecondary Acceleration Event, to secure such Holders' obligations under remarket the Purchase Contracts related to Equity Security Units. On the third Business Day following such Initial Notes on any Accelerated Remarketing Date or Subsequent Remarketing Date, as the case may be, the Remarketing Agent also shall: (i) deduct and retain for itself the Remarketing Fee; (ii) remit the remaining portion Date in accordance with Section 5.9 of the proceeds from Forward Purchase Contract Agreement and (iv) in the successful remarketing attributable event of a Last Failed Remarketing or a Last Failed Accelerated Remarketing, promptly return the Pledged Notes, if any, included in such Last Failed Remarketing or Last Failed Accelerated Remarketing to the Collateral Agent to be held by the Collateral Agent in accordance with Section 4.5(b) of the Pledge Agreement (which Section is incorporated herein by reference) and return any Separate Notes included in the remarketing to the Custodial Agent for payment in accordance with Section 4.5(d) of the Pledge Agreement and Section 5.2(e) of the Forward Purchase Contract Agreement (which Sections are incorporated herein by reference). After deducting the fee specified in Section 3 below, the proceeds of any such successful remarketing shall be delivered to the holders of Separate Notes that were remarketed; and (iii) remit the remaining portion, if any, of the proceeds to the Forward Purchase Contract Agent for payment to or the Holders of the Equity Security Units. Upon the occurrence of a Failed Remarketing, the Remarketing Agent shall: (i) notify by telephone the Company, the Purchase Contract Custodial Agent, the Collateral Agentas applicable, the Custodial Agent and the Trustee that a Failed Remarketing has occurred, whereupon the Company shall notify DTC, by telephone, that a Failed Remarketing has occurred; and (ii) within three Business Days following the last day of such Remarketing Period, return the Pledged Notes that were to be remarketed to the Collateral Agent and the Separate Notes that were to be remarketed to the Custodial Agent for redelivery to such holders of such Separate Notes. Upon the occurrence of the Last Failed Remarketing, the Remarketing Agent shall: (i) notify by telephone the Company, the Purchase Contract Agent, the Collateral Agent, the Custodial Agent and the Trustee that the Last Failed Remarketing has occurred, whereupon the Company shall notify DTC that the Last Failed Remarketing has occurred; (ii) within three Business Days following the fifth Business Day immediately preceding the Stock Purchase Date, return the Pledged Notes to the Collateral Agent and the Separate Notes that were to be remarketed to the Custodial Agent for redelivery to such holders of such Separate Notes; and (iii) notify the Company, the Custodial Agent and the Trustee of the Reset Rate as determined in accordance with clause (iiSection 4.5(a) of the definition Pledge Agreement (which Section is incorporated herein by reference) and Sections 5.2(b) and 5.9 of Reset Rate and the Notes will begin bearing interest at such Reset RateForward Purchase Contract Agreement (which Sections are incorporated herein by reference). The right of each Holder of Equity Security Units Upper DECS or Separate Notes to have Notes participate included in any remarketing shall be subject to the conditions that: that (i) the Remarketing Agent conducts a remarketing on such date pursuant to the terms of this Agreement; , (ii) the Notes participating included in a remarketing have not been called for redemption upon the occurrence of a Tax Event; , (iii) the Remarketing Agent is able to find a purchaser or purchasers for all of the Notes participating included in a remarketing at a Reset Rate such that the then current aggregate market value of such the Notes is equal to approximately, but not less than, at least 100.5% of the Remarketing Value or the Accelerated Remarketing Value; and , as applicable, and (iv) such purchaser or purchasers deliver the purchase price therefor to the Remarketing Agent as and when required. (c) It is understood and agreed that the Remarketing Agent shall not have any obligation whatsoever to purchase any Notes, whether in a remarketing held on the Initial Remarketing Date or an Accelerated Remarketing Date or on any Subsequent Remarketing Date or otherwise, and shall in no way be obligated to provide funds to make payment upon tender of Notes for remarketing or to otherwise expend or risk its own funds or incur or be exposed to financial liability in the performance of its duties under this Agreement. The Company shall not be obligated in any case to provide funds to make payment upon delivery of Notes for remarketing.

Appointment and Obligations of Remarketing Agent. (a) The Company hereby appoints Credit Suisse First Boston Corporation, [ ] and Credit Suisse First Boston Corporation [ ] hereby accepts such appointment, (i) as the Remarketing Agent to: (i) to determine, in consultation with the Company, in the manner provided for herein, in the Purchase Contract Agreement herein and in the Eighth Supplemental IndentureIndenture (as in effect on the date of this Remarketing Agreement) with respect to the Notes, the Reset Rate as defined that, in clause (i) the opinion of the definition Remarketing Agent, will, when applied to the Notes (assuming, even if not true, that all of such termthe Notes are included in the remarketing), enable the then current aggregate market value of the Notes to have a value equal to at least 100.50% of the Remarketing Value as of the Remarketing Date or as of any Subsequent Remarketing Date, as the case may be, provided that the Company, by notice to the Remarketing Agent shall have no obligation prior to determine whether there is (A) the [tenth] Business Day preceding the Remarketing Date, with respect to any limitation under applicable law remarketing to occur on either the Remarketing Date or the two Business Days immediately following such Remarketing Date, (B) the [thirteenth] Business Day preceding October 1, 2004 with respect to any remarketing to occur on any of the three Business Days immediately preceding October 1, 2004, or (C) the [thirteenth] Business Day preceding the Stock Purchase Date with respect to any remarketing to occur on any of the three Business Days immediately preceding such Stock Purchase Date, shall, if applicable, limit the Reset Rate or, if there is any such limitation, so that it does not exceed the maximum permissible Reset Rate on the Notes rate permitted by applicable law, and it shall rely solely upon written notice from the Company (which the Company agrees to provide prior to the eighth Business Day immediately preceding the Initial Remarketing Date) as to whether or not there is any such limitation and, if so, the maximum permissible Reset Rate; (ii) as the exclusive Remarketing Agent (subject to the right of such Remarketing Agent to appoint additional remarketing agents hereunder as described below) to remarket the Notes participating to be included in the remarketing on the Initial Remarketing Date or during any subsequent Remarketing Period, as applicable, at a price equal to approximately, but not less than, 100.5% of the Remarketing Value; and (iii) in the event the Last Failed Remarketing shall have occurred or in the event there were no Equity Security Units outstanding on the Initial Remarketing Date or any Subsequent Remarketing Date and none of the Holders of Separate Notes elected during any Remarketing Period to have their Separate Notes participate in a remarketing, to determine, in consultation with the CompanyDate, as applicable, the Reset Rate as defined in clause (ii) of the definition of such term, provided case may be. The Company agrees that the Remarketing Agent shall have no obligation to determine whether there is any limitation under applicable law on the Reset Rate or, if there is any such limitation, the maximum permissible Reset Rate on the Notes and it shall rely solely upon written notice from the Company (which the Company agrees to provide prior to the eighth Business Day immediately preceding the Initial Remarketing Date) as to whether or not there is any such limitation and, if so, the maximum permissible Reset Rate. The Remarketing Agent shall have the right, on 15 Business Days' Days notice to the Company, to appoint one or more additional remarketing agents so long as any such additional remarketing agents shall be reasonably acceptable to the Company. Upon any such appointment, the parties shall enter into an appropriate amendment to this Agreement to reflect the addition of any such additional remarketing agent. (b) Subject to the terms and conditions set forth herein and in the Purchase Contract Agreementherein, the Remarketing Agent shall use its commercially reasonable best efforts to (i) remarket on the Initial Remarketing Date the Notes that the Collateral Purchase Contract Agent and or the Custodial Agent shall have notified the Remarketing Agent, not later than 10:00 a.m., New York City time, on the third Business Day immediately preceding the Initial Remarketing Date, Agent are to be remarketed by establishing the at a Reset Rate (as defined in clause (i) such that the then current aggregate market value of the definition of such term) and remarketing the Notes participating in the remarketing at a price is equal to approximately, but not less than, 100.5% of the Remarketing Value. If, despite using its commercially reasonable best efforts, the Remarketing Agent cannot, on the Initial Remarketing Date, establish the Reset Rate (as defined in clause (i) of the definition of such term) and remarket the Notes participating in the remarketing at a price equal to approximately, but not less than, 100.5least 100.50% of the Remarketing Value, it will again and (ii) in the event the Remarketing Agent cannot establish such a Reset Rate on the Remarketing Date, attempt to remarket such Notes on each of the two Business Days next succeeding immediately following the Initial Remarketing Date and, if necessary, on each of the three Business Days immediately preceding July October 1, 2005 2004, and, if necessary, on each of the seventh, sixth and fifth three Business Days immediately preceding the Stock Purchase Date, the Notes that the Collateral Agent and the Custodial Agent shall have notified the Remarketing Agent, not later than 10:00 a.m., New York City time, on the third Business Day immediately preceding the first day of any subsequent Remarketing Period, are to be remarketed, in each case by establishing the at a Reset Rate (as defined in clause (i) such that the then current aggregate market value of the definition of such term) and remarketing the Notes participating in the remarketing at a price is equal to approximately, but not less than, 100.5at least 100.50% of the Remarketing Value. Upon , and (ii) in the occurrence event of a successful remarketingLast Failed Remarketing, promptly return the Separate Notes, if any, included in such Last Failed Remarketing to the Collateral Agent to be held by approximately 4:30 p.m., New York City time, on the date Collateral Agent in accordance with Section 4.5(b) of the successful remarketingPledge Agreement (which Section is incorporated herein by reference). After deducting the fee specified in Section 3 below, the Remarketing proceeds of any such remarketing shall be delivered to the Purchase Contract Agent in accordance with Section 4.5(a) of the Pledge Agreement (which Section is incorporated herein by reference) and Section 5.4(b) of the Purchase Contract Agreement. The right of each Holder of Normal Units or Separate Notes to have Notes included in any remarketing shall advise, by telephone (promptly confirmed in writing in be limited to the case of clause (i)): extent that (i) the Company, the Purchase Contract Agent, the Collateral Agent, the Custodial Agent, the Securities Intermediary, DTC and the Trustee of the Reset Rate determined in the Remarketing Agent conducts a remarketing in accordance with clause (i) of the definition of Reset Rate; (ii) each purchaser (or the Clearing Agency Participant thereof) of Notes in the remarketing of the Reset Rate and the number of Notes such purchaser is to purchase; and (iii) each purchaser to give instructions to its Clearing Agency Participant to pay the purchase price on the date of settlement for such remarketing in same day funds against delivery of the remarketed Notes purchased through the facilities of DTC. The Remarketing Agent also shall, in accordance with the Purchase Contract Agreement and the Remarketing Agreement use the proceeds from the successful remarketing attributable to the Pledged Notes to purchase the Treasury Consideration with the CUSIP numbers, if any, selected by the Remarketing Agent, described in clauses (1) and (2) of the definition of Remarketing Value. On the date of settlement of the successful remarketing, which shall be the third Business Day following the Initial Remarketing Date or such on any Subsequent Remarketing Date, as the case may be, the Remarketing Agent shall deliver such Treasury Consideration to the Purchase Contract Agent, which shall thereupon deliver such Treasury Consideration to the Collateral Agent. The Collateral Agent, for the benefit of the Company, shall thereupon apply such Treasury Consideration, in accordance with the Pledge Agreement, to secure such Holders' obligations under the Purchase Contracts related to Equity Security Units. On the third Business Day following such Initial Remarketing Date or Subsequent Remarketing Date, as the case may be, the Remarketing Agent also shall: (i) deduct and retain for itself the Remarketing Fee; (ii) remit the remaining portion of the proceeds from the successful remarketing attributable to the Separate Notes to the Custodial Agent for payment to the holders of Separate Notes that were remarketed; and (iii) remit the remaining portion, if any, of the proceeds to the Purchase Contract Agent for payment to the Holders of the Equity Security Units. Upon the occurrence of a Failed Remarketing, the Remarketing Agent shall: (i) notify by telephone the Company, the Purchase Contract Agent, the Collateral Agent, the Custodial Agent and the Trustee that a Failed Remarketing has occurred, whereupon the Company shall notify DTC, by telephone, that a Failed Remarketing has occurred; and (ii) within three Business Days following the last day of such Remarketing Period, return the Pledged Notes that were to be remarketed to the Collateral Agent and the Separate Notes that were to be remarketed to the Custodial Agent for redelivery to such holders of such Separate Notes. Upon the occurrence of the Last Failed Remarketing, the Remarketing Agent shall: (i) notify by telephone the Company, the Purchase Contract Agent, the Collateral Agent, the Custodial Agent and the Trustee that the Last Failed Remarketing has occurred, whereupon the Company shall notify DTC that the Last Failed Remarketing has occurred; (ii) within three Business Days following the fifth Business Day immediately preceding the Stock Purchase Date, return the Pledged Notes to the Collateral Agent and the Separate Notes that were to be remarketed to the Custodial Agent for redelivery to such holders of such Separate Notes; and (iii) notify the Company, the Custodial Agent and the Trustee of the Reset Rate as determined in accordance with clause (ii) of the definition of Reset Rate and the Notes will begin bearing interest at such Reset Rate. The right of each Holder of Equity Security Units or Separate Notes to have Notes participate in any remarketing shall be subject to the conditions that: (i) the Remarketing Agent conducts a remarketing on such date pursuant to the terms of this Agreement; , (ii) the Notes participating included in a remarketing have not been called for redemption upon pursuant to the occurrence of a Tax Event; Purchase Contract Agreement, (iii) the Remarketing Agent is able to find a purchaser or purchasers for all of the Notes participating included in a remarketing at a Reset Rate such that the then current aggregate market value of such the Notes is equal to approximately, but not less than, 100.5at least 100.50% of the Remarketing Value; and , and (iv) such purchaser or purchasers deliver the purchase price therefor to the Remarketing Agent as and when required. (c) It is understood and agreed that the Remarketing Agent shall not have any obligation whatsoever to purchase any Notes, whether in a remarketing held on the Initial Remarketing Date or on any Subsequent Remarketing Date or otherwise, and shall in no way be obligated to provide funds to make payment upon tender of Notes for remarketing or to otherwise expend or risk its their own funds or incur or be exposed to financial liability in the performance of its their respective duties under this Agreement. The Company shall not be obligated in any case to provide funds to make payment upon delivery of Notes for remarketing.

Appointment and Obligations of Remarketing Agent. (a) The Company hereby appoints Credit Suisse First Boston CorporationGoldman, Sachs & Co., and Credit Suisse First Boston Corporation Goldman, Sachs & Co. hereby accepts such appointmentaxxxxxxxent, to the extent xxxxxxxed xx xpplicable law, (i) as the Remarketing Agent to: (i) to determine, in consultation with the Company, in the manner provided for herein, herein and in the Purchase Contract Agreement Agreement, the Pledge Agreement, the Indenture and the Notes, the Remarketing Rate that, in the Eighth Supplemental Indenture, the Reset Rate as defined in clause (i) view of the definition Remarketing Agent, will, when applied to the Notes (assuming, even if not true, that all of such termthe Notes are included in the remarketing), enable the then current aggregate market value of the Notes to have a value equal to at least 100.25% of the Remarketing Value as of the Remarketing Date or as of any Subsequent Remarketing Date, as the case may be, provided that the Company, by written notice to the Remarketing Agent shall have no obligation prior to determine whether there is (A) the tenth Business Day preceding the Remarketing Date, with respect to any limitation under applicable law remarketing to occur on either the Remarketing Date or the two Business Days immediately following such Remarketing Date, (B) the thirteenth Business Day preceding April 1, 2005 with respect to any remarketing to occur on any of the three Business Days immediately preceding April 1, 2005, or (C) the thirteenth Business Day preceding the Stock Purchase Date with respect to any remarketing to occur on the Reset Rate or, if there is any such limitation, the maximum permissible Reset Rate on the Notes and it shall rely solely upon written notice from the Company (which the Company agrees to provide prior to the eighth third Business Day immediately preceding the Initial Remarketing Stock Purchase Date) as to whether or not there is any such limitation and, shall, if soapplicable, limit the Remarketing Rate so that it does not exceed the maximum permissible Reset Rate; rate permitted by applicable law, and (ii) as the exclusive Remarketing Agent (subject to the right of such Remarketing Agent to appoint additional remarketing agents hereunder as described below) to use commercially reasonable best efforts to remarket the Notes participating to be included in the remarketing on the Initial Remarketing Date or during any subsequent Remarketing Period, as applicable, at a price equal to approximately, but not less than, 100.5% of the Remarketing Value; and (iii) in the event the Last Failed Remarketing shall have occurred or in the event there were no Equity Security Units outstanding on the Initial Remarketing Date or any Subsequent Remarketing Date and none of the Holders of Separate Notes elected during any Remarketing Period to have their Separate Notes participate in a remarketing, to determine, in consultation with the CompanyDate, as applicable, the Reset Rate as defined in clause (ii) of the definition of such term, provided case may be. The Company agrees that the Remarketing Agent shall have no obligation to determine whether there is any limitation under applicable law on the Reset Rate or, if there is any such limitation, the maximum permissible Reset Rate on the Notes and it shall rely solely upon written notice from the Company (which the Company agrees to provide prior to the eighth Business Day immediately preceding the Initial Remarketing Date) as to whether or not there is any such limitation and, if so, the maximum permissible Reset Rate. The Remarketing Agent shall have the right, on 15 Business Days' Days written notice to the Company, to appoint one or more additional remarketing agents so long as any such additional remarketing agents shall be reasonably acceptable to the Company. Upon any such appointment, the parties shall enter into an appropriate amendment to this Agreement to reflect the addition of any such additional remarketing agent. (b) Subject to the terms and conditions set forth herein and in the Purchase Contract Agreementherein, the Remarketing Agent shall (i) use its commercially reasonable best efforts to remarket on the Initial Remarketing Date the Notes that the Collateral Purchase Contract Agent and or the Custodial Agent Agent, as the case may be, shall have notified the Remarketing Agent, not later than 10:00 a.m., New York City time, on the third Business Day immediately preceding the Initial Remarketing Date, Agent are to be remarketed by establishing at a Remarketing Rate such that the Reset Rate (as defined in clause (i) then current aggregate market value of the definition of such term) and remarketing the Notes participating in the remarketing at a price is equal to approximately, but not less than, 100.5% of the Remarketing Value. If, despite using its commercially reasonable best efforts, the Remarketing Agent cannot, on the Initial Remarketing Date, establish the Reset Rate (as defined in clause (i) of the definition of such term) and remarket the Notes participating in the remarketing at a price equal to approximately, but not less than, 100.5least 100.25% of the Remarketing Value, it will again attempt and (ii) in the event the Remarketing Agent cannot establish such a Remarketing Rate on the Remarketing Date, use commercially reasonable best efforts to remarket such Notes on each of the two Business Days next succeeding immediately following the Initial Remarketing Date and, if necessary, on each of the three Business Days immediately preceding July April 1, 2005 2005, and, if necessary, on each of the seventh, sixth and fifth Business Days immediately preceding the Stock Purchase Date, the Notes that the Collateral Agent and the Custodial Agent shall have notified the Remarketing Agent, not later than 10:00 a.m., New York City time, on the third Business Day immediately preceding the first day of any subsequent Remarketing Period, are to be remarketedStock Purchase Date, in each case by establishing at a Remarketing Rate such that the Reset Rate (as defined in clause (i) then current aggregate market value of the definition of such term) and remarketing the Notes participating in the remarketing at a price is equal to approximately, but not less than, 100.5at least 100.25% of the Remarketing Value. Upon , and (iii) in the occurrence event of a successful remarketingFailed Remarketing or the Last Failed Remarketing, promptly return the Notes, if any, included in such Failed Remarketing or the Last Failed Remarketing to the Collateral Agent or the Custodial Agent, as the case may be, in accordance with Section 4.5(b) (which Section is incorporated herein by approximately 4:30 p.m., New York City time, on the date reference) and Section 4.5(d) of the successful remarketingPledge Agreement, respectively. After deducting the fee specified in Section 3 below, the Remarketing Agent-purchased Treasury Consideration and the remaining proceeds, if any, of any such remarketing shall be delivered to the Purchase Contract Agent in accordance with Section 4.5(a) of the Pledge Agreement (which Section is incorporated herein by reference) and Section 5.4(b) of the Purchase Contract Agreement. The right of each Holder of Normal Units or Separate Notes to have Notes included in any remarketing shall advise, by telephone (promptly confirmed in writing in be limited to the case of clause (i)): extent that (i) the Company, the Purchase Contract Agent, the Collateral Agent, the Custodial Agent, the Securities Intermediary, DTC and the Trustee of the Reset Rate determined in the Remarketing Agent conducts a remarketing in accordance with clause (i) of the definition of Reset Rate; (ii) each purchaser (or the Clearing Agency Participant thereof) of Notes in the remarketing of the Reset Rate and the number of Notes such purchaser is to purchase; and (iii) each purchaser to give instructions to its Clearing Agency Participant to pay the purchase price on the date of settlement for such remarketing in same day funds against delivery of the remarketed Notes purchased through the facilities of DTC. The Remarketing Agent also shall, in accordance with the Purchase Contract Agreement and the Remarketing Agreement use the proceeds from the successful remarketing attributable to the Pledged Notes to purchase the Treasury Consideration with the CUSIP numbers, if any, selected by the Remarketing Agent, described in clauses (1) and (2) of the definition of Remarketing Value. On the date of settlement of the successful remarketing, which shall be the third Business Day following the Initial Remarketing Date or such any Subsequent Remarketing Date, as the case may be, the Remarketing Agent shall deliver such Treasury Consideration to the Purchase Contract Agent, which shall thereupon deliver such Treasury Consideration to the Collateral Agent. The Collateral Agent, for the benefit of the Company, shall thereupon apply such Treasury Consideration, in accordance with the Pledge Agreement, to secure such Holders' obligations under the Purchase Contracts related to Equity Security Units. On the third Business Day following such Initial Remarketing Date or Subsequent Remarketing Date, as the case may be, the Remarketing Agent also shall: (i) deduct and retain for itself the Remarketing Fee; (ii) remit the remaining portion of the proceeds from the successful remarketing attributable to the Separate Notes to the Custodial Agent for payment to the holders of Separate Notes that were remarketed; and (iii) remit the remaining portion, if any, of the proceeds to the Purchase Contract Agent for payment to the Holders of the Equity Security Units. Upon the occurrence of a Failed Remarketing, the Remarketing Agent shall: (i) notify by telephone the Company, the Purchase Contract Agent, the Collateral Agent, the Custodial Agent and the Trustee that a Failed Remarketing has occurred, whereupon the Company shall notify DTC, by telephone, that a Failed Remarketing has occurred; and (ii) within three Business Days following the last day of such Remarketing Period, return the Pledged Notes that were to be remarketed to the Collateral Agent and the Separate Notes that were to be remarketed to the Custodial Agent for redelivery to such holders of such Separate Notes. Upon the occurrence of the Last Failed Remarketing, the Remarketing Agent shall: (i) notify by telephone the Company, the Purchase Contract Agent, the Collateral Agent, the Custodial Agent and the Trustee that the Last Failed Remarketing has occurred, whereupon the Company shall notify DTC that the Last Failed Remarketing has occurred; (ii) within three Business Days following the fifth Business Day immediately preceding the Stock Purchase Date, return the Pledged Notes to the Collateral Agent and the Separate Notes that were to be remarketed to the Custodial Agent for redelivery to such holders of such Separate Notes; and (iii) notify the Company, the Custodial Agent and the Trustee of the Reset Rate as determined in accordance with clause (ii) of the definition of Reset Rate and the Notes will begin bearing interest at such Reset Rate. The right of each Holder of Equity Security Units or Separate Notes to have Notes participate in any remarketing shall be subject to the conditions that: (i) the Remarketing Agent conducts a remarketing on such date pursuant to the terms of this Agreement; , (ii) the Notes participating included in a remarketing have not been called for redemption upon pursuant to the occurrence of a Tax Event; Purchase Contract Agreement and the Notes, (iii) the Remarketing Agent is able to find a purchaser or purchasers for all of the Notes participating included in a remarketing at a Reset Remarketing Rate such that the then current aggregate market value of such the Notes is equal to approximately, but not less than, 100.5at least 100.25% of the Remarketing Value; and , or (iv) such purchaser or purchasers deliver the purchase price therefor to the Remarketing Agent as and when required. (c) It is understood and agreed that the Remarketing Agent shall not have any obligation whatsoever to purchase any Notes, whether in a remarketing held on the Initial Remarketing Date or on any Subsequent Remarketing Date or otherwise, and shall in no way be obligated to provide funds to make payment upon tender of Notes for remarketing or to otherwise expend or risk its their own funds or incur or be exposed to financial liability in the performance of its their respective duties under this Agreement. The Company shall not be obligated in any case to provide funds to make payment upon delivery of Notes for remarketing. (d) Subject to the provisions of Section 4 hereof, the Company agrees (i) to provide to the Remarketing Agent written notice of the Remarketing Date at least 30 calendar days but not more than 60 calendar days prior to the Remarketing Date and (ii) in the 30 calendar day period immediately preceding the Remarketing Date and thereafter until the earlier of a successful remarketing pursuant to the Purchase Contract Agreement or the Last Failed Remarketing, to promptly notify the Remarketing Agent, of (x) any written notice given to the Company by any "nationally recognized statistical rating organization" within the meaning of Rule 436(g)(2) (a "Rating Agency") under the Securities Act of 1933 (the "Securities Act") of any decrease or any intended decrease in any rating of any securities of the Company, of any intended change in any such rating that does not indicate the direction of the possible change of any such rating or of any surveillance or review, with possible negative implications, of any such rating, in each case by any such Rating Agency, and (y) any material adverse change, or any development involving a prospective material adverse change, in or affecting the general affairs, management, financial position, stockholders' equity or consolidated results of operations of the Company and its subsidiaries, taken as a whole, only to the extent that such change is not disclosed in documents filed by the Company with the Securities and Exchange Commission or otherwise publicly available. The obligations of the Company under this Section 2(d) shall be in addition to the obligations of the Company under Section 20 hereof.