Common use of Early Settlement Clause in Contracts

Early Settlement. (a) Subject to and upon compliance with the provisions of this Section 4.06, prior to the close of business on the second Scheduled Trading Day immediately preceding the Scheduled Mandatory Settlement Date, a Holder may elect to settle its Purchase Contracts early, in whole or in part, at the Early Settlement Rate (“Early Settlement Right”). (b) A Holder’s right to receive Common Stock upon Early Settlement of any of its Purchase Contracts is subject to the following conditions (in the case of Global Securities, subject to the applicable procedures of the Depositary): (i) delivery of a written and signed notice of election (an “Early Settlement Notice”) in the form attached to the Purchase Contract to the Purchase Contract Agent electing Early Settlement of such Purchase Contract; and (ii) satisfaction of the conditions set forth in Section 4.04. (c) If a Holder complies with the requirements set forth in Section 4.06(b) prior to the close of business on any Business Day, then that Business Day shall be considered the “Early Settlement Date.” If a Holder complies with the requirements set forth in Section 4.06(b) at or after the close of business on any Business Day or at any time on a day that is not a Business Day, then the next succeeding Business Day shall be considered the “Early Settlement Date.” (d) On the second Business Day following the Early Settlement Date, subject to satisfaction of the conditions set forth in Section 4.06(b) by a Holder with respect to any of its Purchase Contracts, the Company shall cause a number of shares of Common Stock per Purchase Contract equal to the Early Settlement Rate to be issued and delivered, together with payment of (i) any cash payable in lieu of fractional shares pursuant to Section 4.12 and (ii) any dividends or distributions with respect to such shares constituting part of the Purchase Contract Settlement Fund (but without any interest thereon), to such Holder by book-entry transfer or other appropriate procedures pursuant to Section 4.10. The Person in whose name any shares of the Common Stock shall be issuable upon such Early Settlement of a Purchase Contract shall be treated as the holder of record of such shares as of the close of business on the relevant Early Settlement Date. (e) In the event that Early Settlement is effected with respect to Purchase Contracts that are a component of Units, upon such Early Settlement, the Company shall execute and the Trustee shall authenticate (pursuant to the Indenture) on behalf of the Holder and deliver to the Holder thereof, at the expense of the Company, Separate Notes, in same form as the Notes comprising part of the Units, equal to the number of Purchase Contracts as to which Early Settlement was effected. (f) In the event that Early Settlement is effected with respect to Purchase Contracts represented by less than all the Purchase Contracts evidenced by a Security, upon such Early Settlement, the Company shall execute and the Purchase Contract Agent and Trustee shall authenticate on behalf of the Holder and deliver to the Holder thereof, at the expense of the Company, a Security evidencing the Purchase Contracts as to which Early Settlement was not effected. (g) Upon receipt of any Early Settlement Notice pursuant to Section 4.06(b), the Purchase Contract Agent shall promptly deliver a copy of such Early Settlement Notice to the Company.

Early Settlement. (a) Subject to and upon compliance with the provisions of this Section 4.065.9, Purchase Contracts underlying Units having an aggregate Stated Amount equal to $1,000 or an integral multiple thereof, may, at the option of the Holder thereof, be settled early ("Early Settlement") on or prior to 10:00 a.m., New York City time, on the seventh Business Day immediately preceding the Stock Purchase Date. In order to exercise the right to effect Early Settlement with respect to any Purchase Contracts, the Holder of the Certificate evidencing the related Units shall deliver such Certificate to the Agent at the Corporate Trust Office duly endorsed for transfer to the Company or in blank with the form of "Election to Settle Early" on the reverse thereof duly completed and accompanied by payment payable to the Company in immediately available funds in an amount (the "Early Settlement Amount") equal to (A) the product of (i) the Stated Amount of such Units multiplied by (ii) the number of Purchase Contracts with respect to which the Holder has elected to effect Early Settlement, plus (B) if such delivery is made with respect to any Purchase Contracts during the period from close of business on any Record Date next preceding any Payment Date to the second Scheduled Trading Day opening of business on such Payment Date, an amount equal to the Contract Adjustment Payments, if any, payable on such Payment Date with respect to such Purchase Contracts; provided that no payment shall be required pursuant to clause (B) of this sentence if the Company shall have elected to defer the Contract Adjustment Payments which would otherwise be payable on such Payment Date. Except as provided in the immediately preceding the Scheduled Mandatory Settlement Datesentence and subject to Section 5.2(d), a Holder may elect to settle its Purchase Contracts early, in whole no payment or in part, at the Early Settlement Rate (“Early Settlement Right”). (b) A Holder’s right to receive Common Stock adjustment shall be made upon Early Settlement of any Purchase Contract on any Contract Adjustment Payments accrued on such Purchase Contract or on account of its any dividends on the Common Stock issued upon such Early Settlement. If the foregoing requirements are first satisfied with respect to Purchase Contracts is subject to the following conditions (in the case of Global Securities, subject to the applicable procedures of the Depositary): (i) delivery of a written and signed notice of election (an “Early Settlement Notice”) in the form attached to the Purchase Contract to the Purchase Contract Agent electing Early Settlement of such Purchase Contract; and (ii) satisfaction of the conditions set forth in Section 4.04. (c) If a Holder complies with the requirements set forth in Section 4.06(b) underlying any Unit at or prior to the close of business 5:00 p.m., New York City time, on any a Business Day, then that Business Day such day shall be considered the “"Early Settlement Date.” If " with respect to such Unit and if such requirements are first satisfied after 5:00 p.m., New York City time, on a Holder complies with the requirements set forth in Section 4.06(b) at or after the close of business on any Business Day or at any time on a day that is not a Business Day, then the "Early Settlement Date" with respect to such Units shall be the next succeeding Business Day shall be considered the “Early Settlement DateDay.” (d) On the second Business Day following the Early Settlement Date, subject to satisfaction of the conditions set forth in Section 4.06(b) by a Holder with respect to any of its Purchase Contracts, the Company shall cause a number of shares of Common Stock per Purchase Contract equal to the Early Settlement Rate to be issued and delivered, together with payment of (i) any cash payable in lieu of fractional shares pursuant to Section 4.12 and (ii) any dividends or distributions with respect to such shares constituting part of the Purchase Contract Settlement Fund (but without any interest thereon), to such Holder by book-entry transfer or other appropriate procedures pursuant to Section 4.10. The Person in whose name any shares of the Common Stock shall be issuable upon such Early Settlement of a Purchase Contract shall be treated as the holder of record of such shares as of the close of business on the relevant Early Settlement Date. (e) In the event that Early Settlement is effected with respect to Purchase Contracts that are a component of Units, upon such Early Settlement, the Company shall execute and the Trustee shall authenticate (pursuant to the Indenture) on behalf of the Holder and deliver to the Holder thereof, at the expense of the Company, Separate Notes, in same form as the Notes comprising part of the Units, equal to the number of Purchase Contracts as to which Early Settlement was effected. (f) In the event that Early Settlement is effected with respect to Purchase Contracts represented by less than all the Purchase Contracts evidenced by a Security, upon such Early Settlement, the Company shall execute and the Purchase Contract Agent and Trustee shall authenticate on behalf of the Holder and deliver to the Holder thereof, at the expense of the Company, a Security evidencing the Purchase Contracts as to which Early Settlement was not effected. (g) Upon receipt of any Early Settlement Notice pursuant to Section 4.06(b), the Purchase Contract Agent shall promptly deliver a copy of such Early Settlement Notice to the Company.

Early Settlement. (a) Subject to and upon compliance with the provisions of this Section 4.065.9, Purchase Contracts underlying Units having an aggregate Stated Amount equal to $1,000 or an integral multiple thereof, may, at the option of the Holder thereof, be settled early ("Early Settlement") on or prior to 10:00 a.m. on the seventh Business Day immediately preceding the Stock Purchase Date. In order to exercise the right to effect Early Settlement with respect to any Purchase Contracts, the Holder of the Certificate evidencing the related Units shall deliver such Certificate to the Agent at the Corporate Trust Office duly endorsed for transfer to the Company or in blank with the form of Election to Settle Early on the reverse thereof duly completed and accompanied by payment payable to the Company in immediately available funds in an amount (the "Early Settlement Amount") equal to (A) the product of (i) the Stated Amount of such Units multiplied by (ii) the number of Purchase Contracts with respect to which the Holder has elected to effect Early Settlement, plus (B) if such delivery is made with respect to any Purchase Contracts during the period from close of business on any Record Date next preceding any Payment Date to the second Scheduled Trading Day opening of business on such Payment Date, an amount equal to the Contract Adjustment Payments, if any, payable on such Payment Date with respect to such Purchase Contracts; provided that no payment shall be required pursuant to clause (B) of this sentence if the Company shall have elected to defer the Contract Adjustment Payments which would otherwise be payable on such Payment Date. Except as provided in the immediately preceding the Scheduled Mandatory Settlement Datesentence and subject to Section 5.2(d), a Holder may elect to settle its Purchase Contracts early, in whole no payment or in part, at the Early Settlement Rate (“Early Settlement Right”). (b) A Holder’s right to receive Common Stock adjustment shall be made upon Early Settlement of any Purchase Contract on any Contract Adjustment Payments accrued on such Purchase Contract or on account of its any dividends on the Common Stock issued upon such Early Settlement. If the foregoing requirements are first satisfied with respect to Purchase Contracts is subject to the following conditions (in the case of Global Securities, subject to the applicable procedures of the Depositary): (i) delivery of a written and signed notice of election (an “Early Settlement Notice”) in the form attached to the Purchase Contract to the Purchase Contract Agent electing Early Settlement of such Purchase Contract; and (ii) satisfaction of the conditions set forth in Section 4.04. (c) If a Holder complies with the requirements set forth in Section 4.06(b) underlying any Unit at or prior to the close of business 5:00 p.m., New York City time, on any a Business Day, then that Business Day such day shall be considered the “"Early Settlement Date.” If " with respect to such Unit and if such requirements are first satisfied after 5:00 p.m., New York City time, on a Holder complies with the requirements set forth in Section 4.06(b) at or after the close of business on any Business Day or at any time on a day that is not a Business Day, then the "Early Settlement Date" with respect to such Units shall be the next succeeding Business Day shall be considered the “Early Settlement DateDay.” (d) On the second Business Day following the Early Settlement Date, subject to satisfaction of the conditions set forth in Section 4.06(b) by a Holder with respect to any of its Purchase Contracts, the Company shall cause a number of shares of Common Stock per Purchase Contract equal to the Early Settlement Rate to be issued and delivered, together with payment of (i) any cash payable in lieu of fractional shares pursuant to Section 4.12 and (ii) any dividends or distributions with respect to such shares constituting part of the Purchase Contract Settlement Fund (but without any interest thereon), to such Holder by book-entry transfer or other appropriate procedures pursuant to Section 4.10. The Person in whose name any shares of the Common Stock shall be issuable upon such Early Settlement of a Purchase Contract shall be treated as the holder of record of such shares as of the close of business on the relevant Early Settlement Date. (e) In the event that Early Settlement is effected with respect to Purchase Contracts that are a component of Units, upon such Early Settlement, the Company shall execute and the Trustee shall authenticate (pursuant to the Indenture) on behalf of the Holder and deliver to the Holder thereof, at the expense of the Company, Separate Notes, in same form as the Notes comprising part of the Units, equal to the number of Purchase Contracts as to which Early Settlement was effected. (f) In the event that Early Settlement is effected with respect to Purchase Contracts represented by less than all the Purchase Contracts evidenced by a Security, upon such Early Settlement, the Company shall execute and the Purchase Contract Agent and Trustee shall authenticate on behalf of the Holder and deliver to the Holder thereof, at the expense of the Company, a Security evidencing the Purchase Contracts as to which Early Settlement was not effected. (g) Upon receipt of any Early Settlement Notice pursuant to Section 4.06(b), the Purchase Contract Agent shall promptly deliver a copy of such Early Settlement Notice to the Company.

Early Settlement. (a) Subject to and upon compliance with the provisions of this Section 4.065.7, Forward Purchase Contracts underlying Equity Units or Stripped Equity Units having an aggregate Stated Amount equal to $1,000 or an integral multiple thereof, may, at the option of the Holder thereof, be settled early (“Early Settlement”) on or prior to the close of business 10:00 a.m. on the second Scheduled Trading seventh Business Day immediately preceding the Scheduled Mandatory Stock Purchase Date. In order to exercise the right to effect Early Settlement Datewith respect to any Forward Purchase Contracts, a the Holder of the Certificate evidencing the related Equity Units or Stripped Equity Units, as the case may elect be, shall deliver such Certificate to settle its Purchase Contracts early, in whole the Agent at the Corporate Trust Office duly endorsed for transfer to the Company or in part, at blank with the form of Election to Settle Early Settlement Rate on the reverse thereof duly completed and accompanied by payment payable to the Company in immediately available funds in an amount (the “Early Settlement RightAmount”). ) equal to (bA) A Holder’s right to receive Common Stock upon Early Settlement the product of any of its Purchase Contracts is subject to the following conditions (in the case of Global Securities, subject to the applicable procedures of the Depositary): (i) delivery of a written and signed notice of election (an “Early Settlement Notice”) in the form attached to the Purchase Contract to the Purchase Contract Agent electing Early Settlement Stated Amount of such Purchase Contract; and Equity Units or Stripped Equity Units, as the case may be, multiplied by (ii) satisfaction the number of Forward Purchase Contracts with respect to which the conditions set forth in Section 4.04. Holder has elected to effect Early Settlement, plus (cB) If a Holder complies if such delivery is made with respect to any Forward Purchase Contracts during the requirements set forth in Section 4.06(b) prior to period from the close of business on any Record Date next preceding any Payment Date to the opening of business on such Payment Date, an amount equal to the Contract Adjustment Payments, if any, payable on such Payment Date with respect to such Forward Purchase Contracts; provided that no payment shall be required pursuant to clause (B) of this sentence if the Company shall have elected to defer the Contract Adjustment Payments that would otherwise be payable on such Payment Date and further provided that, at that time, if so required by the United States federal securities laws, a registration statement is in effect and a prospectus is available covering the shares of the Common Stock of the Company to be delivered in respect of the Forward Purchase Contracts being settled. Except as provided in the immediately preceding sentence and subject to Section 5.2(d), no payment or adjustment shall be made upon Early Settlement of any Forward Purchase Contract on any Contract Adjustment Payments accrued on such Forward Purchase Contract or on account of any dividends on the Common Stock issued upon such Early Settlement. If the foregoing requirements are first satisfied with respect to Forward Purchase Contracts underlying any Equity Units or Stripped Equity Units, as the case may be, at or prior to 5:00 p.m., New York City time, on a Business Day, then that Business Day such day shall be considered the “Early Settlement Date.” If with respect to such Equity Units or Stripped Equity Units, as the case may be, and if such requirements are first satisfied after 5:00 p.m., New York City time, on a Holder complies with the requirements set forth in Section 4.06(b) at or after the close of business on any Business Day or at any time on a day that is not a Business Day, then the next succeeding Business Day shall be considered the “Early Settlement Date.” (d) On the second Business Day following the Early Settlement Date, subject to satisfaction of the conditions set forth in Section 4.06(b) by a Holder with respect to any of its Purchase Contracts, the Company shall cause a number of shares of Common Stock per Purchase Contract equal to the Early Settlement Rate to be issued and delivered, together with payment of (i) any cash payable in lieu of fractional shares pursuant to Section 4.12 and (ii) any dividends or distributions ” with respect to such shares constituting part of Equity Units or Stripped Equity Units, as the Purchase Contract Settlement Fund (but without any interest thereon)case may be, to such Holder by book-entry transfer or other appropriate procedures pursuant to Section 4.10. The Person in whose name any shares of the Common Stock shall be issuable upon such Early Settlement of a Purchase Contract shall be treated as the holder of record of such shares as of the close of business on the relevant Early Settlement Datenext succeeding Business Day. (e) In the event that Early Settlement is effected with respect to Purchase Contracts that are a component of Units, upon such Early Settlement, the Company shall execute and the Trustee shall authenticate (pursuant to the Indenture) on behalf of the Holder and deliver to the Holder thereof, at the expense of the Company, Separate Notes, in same form as the Notes comprising part of the Units, equal to the number of Purchase Contracts as to which Early Settlement was effected. (f) In the event that Early Settlement is effected with respect to Purchase Contracts represented by less than all the Purchase Contracts evidenced by a Security, upon such Early Settlement, the Company shall execute and the Purchase Contract Agent and Trustee shall authenticate on behalf of the Holder and deliver to the Holder thereof, at the expense of the Company, a Security evidencing the Purchase Contracts as to which Early Settlement was not effected. (g) Upon receipt of any Early Settlement Notice pursuant to Section 4.06(b), the Purchase Contract Agent shall promptly deliver a copy of such Early Settlement Notice to the Company.

Early Settlement. (a) Subject to and upon compliance with the provisions of this Section 4.065.07, prior at the option of the Holder thereof, Stock Purchase Contracts underlying Common Equity Units having an aggregated Stated Amount equal to the close of business $1,000 or an integral multiple thereof may be settled early ("Early Settlement") at any time until 5:00 p.m. (New York City time) on the second Scheduled Trading fifth Business Day immediately preceding the Scheduled Mandatory applicable Stock Purchase Date; provided that no Early Settlement Date, a Holder may elect will be permitted pursuant to settle its Purchase Contracts early, in whole or in partthis Section 5.07 unless, at the time such Early Settlement Rate is effected, there is an effective Registration Statement with respect to any securities to be issued and delivered in connection with such Early Settlement, if such a Registration Statement is required (“in the view of counsel, which need not be in the form of a written opinion, for the Company) under the Securities Act. If such a Registration Statement is so required, the Company covenants and agrees to use commercially reasonable efforts to (i) have in effect a Registration Statement covering any securities to be delivered in respect of the Stock Purchase Contracts being settled and (ii) provide a Prospectus in connection therewith, in each case in a form that may be used in connection with such Early Settlement Right”)Settlement. (b) A Holder’s In order to exercise the right to receive Common Stock upon effect Early Settlement with respect to any Stock Purchase Contracts, the Holder of any of its Purchase Contracts is subject the Certificate evidencing Common Equity Units shall deliver such Certificate to the following conditions (in Stock Purchase Contract Agent at the case of Global Securities, subject Corporate Trust Office duly endorsed for transfer to the applicable procedures of Company or in blank with the Depositary):"Election to Settle Early" form on the reverse thereof duly completed and accompanied by payment (payable to the Company in immediately available funds) in an amount (the "Early Settlement Amount") equal to the sum of: (i) delivery the product of a written and signed notice (A) the Stated Amount times (B) the number of election (an “Stock Purchase Contracts with respect to which the Holder has elected to effect Early Settlement Notice”) in the form attached to the Purchase Contract to the Purchase Contract Agent electing Early Settlement of such Purchase Contract; andSettlement, plus (ii) satisfaction of if such delivery is made with respect to any Stock Purchase Contracts during the conditions set forth in Section 4.04. (c) If a Holder complies with the requirements set forth in Section 4.06(b) prior to period from the close of business on any Record Date next preceding any Payment Date to the opening of business on such Payment Date, an amount equal to the Contract Payments payable on such Payment Date with respect to such Stock Purchase Contracts. Except as provided in the immediately preceding sentence, no payment shall be made upon Early Settlement of any Stock Purchase Contract on account of any Contract Payments accrued on such Stock Purchase Contract or on account of any dividends on the Common Stock issued upon such Early Settlement. If the foregoing requirements are first satisfied with respect to Stock Purchase Contracts underlying any Common Equity Units by 5:00 p.m. (New York City time) on a Business Day, then that Business Day such day shall be considered the “"Early Settlement Date.” If " with respect to such Common Equity Units and if such requirements are first satisfied after 5:00 p.m. (New York City time) on a Holder complies with the requirements set forth in Section 4.06(b) at or after the close of business on any Business Day or at any time on a day that is not a Business Day, then the "Early Settlement Date" with respect to such Common Equity Units shall be the next succeeding Business Day shall be considered Day. Upon the “receipt of such Certificate and Early Settlement Date.” (d) On Amount from the second Business Day following Holder, the Stock Purchase Contract Agent shall pay to the Company such Early Settlement DateAmount, subject to satisfaction the receipt of the conditions set forth in Section 4.06(b) by a Holder with respect to any of its Purchase Contracts, which payment the Company shall cause a number of shares of Common confirm in writing. The Stock per Purchase Contract equal to the Early Settlement Rate to be issued and deliveredAgent shall then, together in accordance with payment of (i) any cash payable in lieu of fractional shares pursuant to Section 4.12 and (ii) any dividends or distributions with respect to such shares constituting part 5.06 of the Purchase Contract Settlement Fund Pledge Agreement, notify the Collateral Agent that (but without any interest thereon), to A) such Holder by book-entry transfer or other appropriate procedures pursuant has elected to Section 4.10. The Person in whose name any shares of the Common Stock shall be issuable upon such Early Settlement of a Purchase Contract shall be treated as the holder of record of such shares as of the close of business on the relevant Early Settlement Date. (e) In the event that Early Settlement is effected with respect to Purchase Contracts that are a component of Units, upon such effect an Early Settlement, the Company which notice shall execute and the Trustee shall authenticate (pursuant to the Indenture) on behalf of the Holder and deliver to the Holder thereof, at the expense of the Company, Separate Notes, in same form as the Notes comprising part of the Units, equal to set forth the number of such Stock Purchase Contracts as to which such Holder has elected to effect Early Settlement was effected. and (fB) In the event that Stock Purchase Contract Agent has received from such Holder, and paid to the Company as confirmed in writing by the Company, the related Early Settlement is effected Amount. Holders of Stripped Common Equity Units may only effect Early Settlement pursuant to this Section 5.07 in integral multiples of 80 Stripped Common Equity Units. Upon Early Settlement of the Stock Purchase Contracts, the rights of the Holders to receive and the obligation of the Company to pay any Contract Payments (including any accrued and unpaid Contract Payments) with respect to such Stock Purchase Contracts represented by less than all the Purchase Contracts evidenced by a Security, upon such Early Settlement, the Company shall execute immediately and the Purchase Contract Agent and Trustee shall authenticate on behalf of the Holder and deliver to the Holder thereof, at the expense of the Company, a Security evidencing the Purchase Contracts as to which Early Settlement was not effectedautomatically terminate. (g) Upon receipt of any Early Settlement Notice pursuant to Section 4.06(b), the Purchase Contract Agent shall promptly deliver a copy of such Early Settlement Notice to the Company.

Early Settlement. (a) Subject to and upon compliance with the provisions of this Section 4.065.9, at the option of the Holder thereof, Purchase Contracts underlying Securities, having an aggregate Stated Amount equal to $1,000 or an integral multiple thereof, may be settled early ("Early Settlement") in the case of Income PRIDES (unless a Tax Event Redemption has occurred) on or prior to the close of business on the second Scheduled Trading fifth Business Day immediately preceding the Scheduled Mandatory Purchase Contract Settlement Date, a Holder may elect to settle its Purchase Contracts early, in whole or in part, at the Early Settlement Rate (“Early Settlement Right”). (b) A Holder’s right to receive Common Stock upon Early Settlement of any of its Purchase Contracts is subject to the following conditions (Date and in the case of Global Securities, subject Growth PRIDES on or prior to the applicable procedures second Business Day immediately preceding the Purchase Contract Settlement Date, in each case, as provided herein; provided however, that if a Tax Event Redemption has occurred and the Treasury Portfolio has become a component of the Depositary): Income PRIDES Purchase Contracts, underlying Income PRIDES may be settled early, on or prior to the second Business Day immediately preceding the Purchase Contract Settlement Date, but only in an aggregate amount of $160,000 or in an integral multiple thereof. In order to exercise the right to effect Early Settlement with respect to any Purchase Contracts, the Holder of the Certificate evidencing Securities shall deliver such Certificate to the Agent at the Corporate Trust Office duly endorsed for transfer to the Company or in blank with the form of Election to Settle Early on the reverse thereof duly completed and accompanied by payment (payable to the Company in immediately available funds in an amount (the "Early Settlement Amount") equal to (i) delivery the product of a written and signed notice (A) the Stated Amount times (B) the number of election (an “Purchase Contracts with respect to which the Holder has elected to effect Early Settlement Notice”) in the form attached to the Purchase Contract to the Purchase Contract Agent electing Early Settlement of such Purchase Contract; and plus (ii) satisfaction of if such delivery is made with respect to any Purchase Contracts during the conditions set forth in Section 4.04. (c) If a Holder complies with the requirements set forth in Section 4.06(b) prior to period from the close of business on any Record Date next preceding any Payment Date to the opening of business on such Payment Date, an amount equal to the sum of (x) the Contract Adjustment Payments payable on such Payment Date with respect to such Purchase Contracts plus (y) in the case of Income PRIDES Certificate, the distributions on the related Preferred Securities payable on such Payment Date. Except as provided in the immediately preceding sentence and subject to the second to last paragraph of Section 5.2, no payment or adjustment shall be made upon Early Settlement of any Purchase Contract on account of any Contract Adjustment Payments accrued on such Purchase Contract or on account of any dividends on the Common Stock issued upon such Early Settlement. If the foregoing requirements are first satisfied with respect to Purchase Contracts underlying any Securities at or prior to 5:00 p.m., New York City time, on a Business Day, then that Business Day such day shall be considered the “"Early Settlement Date.” If " with respect to such Securities and if such requirements are first satisfied after 5:00 p.m., New York City time, on a Holder complies with the requirements set forth in Section 4.06(b) at or after the close of business on any Business Day or at any time on a day that is not a Business Day, then the "Early Settlement Date" with respect to such Securities shall be the next succeeding Business Day shall be considered the “Early Settlement DateDay.” (d) On the second Business Day following the Early Settlement Date, subject to satisfaction of the conditions set forth in Section 4.06(b) by a Holder with respect to any of its Purchase Contracts, the Company shall cause a number of shares of Common Stock per Purchase Contract equal to the Early Settlement Rate to be issued and delivered, together with payment of (i) any cash payable in lieu of fractional shares pursuant to Section 4.12 and (ii) any dividends or distributions with respect to such shares constituting part of the Purchase Contract Settlement Fund (but without any interest thereon), to such Holder by book-entry transfer or other appropriate procedures pursuant to Section 4.10. The Person in whose name any shares of the Common Stock shall be issuable upon such Early Settlement of a Purchase Contract shall be treated as the holder of record of such shares as of the close of business on the relevant Early Settlement Date. (e) In the event that Early Settlement is effected with respect to Purchase Contracts that are a component of Units, upon such Early Settlement, the Company shall execute and the Trustee shall authenticate (pursuant to the Indenture) on behalf of the Holder and deliver to the Holder thereof, at the expense of the Company, Separate Notes, in same form as the Notes comprising part of the Units, equal to the number of Purchase Contracts as to which Early Settlement was effected. (f) In the event that Early Settlement is effected with respect to Purchase Contracts represented by less than all the Purchase Contracts evidenced by a Security, upon such Early Settlement, the Company shall execute and the Purchase Contract Agent and Trustee shall authenticate on behalf of the Holder and deliver to the Holder thereof, at the expense of the Company, a Security evidencing the Purchase Contracts as to which Early Settlement was not effected. (g) Upon receipt of any Early Settlement Notice pursuant to Section 4.06(b), the Purchase Contract Agent shall promptly deliver a copy of such Early Settlement Notice to the Company.

Early Settlement. (a) Subject to and upon compliance with the provisions of this Section 4.06, prior to the close of business on the second Scheduled Trading Day immediately preceding the Scheduled Mandatory Settlement Date, a Holder may elect to settle its Purchase Contracts early, in whole or in part, at the Early Settlement Rate (“Early Settlement Right”). (b) A Holder’s right to receive Common Stock upon Early Settlement of any of its Purchase Contracts is subject to the following conditions (in the case of Global Securities, subject to the applicable procedures of the Depositary): (i) delivery of a written and signed notice of election (an “Early Settlement Notice”) in the form attached to the Purchase Contract to the Purchase Contract Agent electing Early Settlement of such Purchase Contract; and (ii) satisfaction of the conditions set forth in Section 4.04. (c) If a Holder complies with the requirements set forth in Section 4.06(b) prior to before the close of business on any Business Day, then that Business Day shall be considered the “Early Settlement Date.” If a Holder complies with the requirements set forth in Section 4.06(b) at or after the close of business on any Business Day or at any time on a day that is not a Business Day, then the next succeeding Business Day shall be considered the “Early Settlement Date.” (d) On the second Business Day following the Early Settlement Date, subject Subject to satisfaction of the conditions set forth in Section 4.06(b) by a Holder with respect to any of its Purchase Contracts, the Company shall cause a number of shares of Common Stock per Purchase Contract equal to the Early Settlement Rate to be issued and delivered, together with payment of (i) any cash payable in lieu of fractional shares pursuant to Section 4.12 4.13 and (ii) any dividends or distributions with respect to such shares constituting part of the Purchase Contract Settlement Fund (but without any interest thereon), to such Holder by book-entry transfer or other appropriate procedures pursuant to Section 4.104.11 on the second Business Day following the Early Settlement Date. The Person in whose name any shares of the Common Stock shall be issuable upon such Early Settlement of a Purchase Contract shall be treated as the holder of record of such shares as of the close of business on the relevant Early Settlement Date. (e) In the event that Early Settlement is effected with respect to Purchase Contracts that are a component of Units, upon such Early Settlement, the Company shall execute and the Trustee shall authenticate (pursuant to the Indenture) on behalf of the Holder and deliver to the Holder thereof, at the expense of the Company, Separate Notes, in same form as the Notes comprising part of the Units, equal to the number of Purchase Contracts as to which Early Settlement was effected. (f) In the event that Early Settlement is effected with respect to Purchase Contracts represented by less than all the Purchase Contracts evidenced by a Security, upon such Early Settlement, the Company shall execute and the Purchase Contract Agent and Trustee shall authenticate on behalf of the Holder and deliver to the Holder thereof, at the expense of the Company, a Security evidencing the Purchase Contracts as to which Early Settlement was not effected. (g) Upon receipt of any Early Settlement Notice pursuant to Section 4.06(b), the Purchase Contract Agent shall promptly deliver a copy of such Early Settlement Notice to the Company.

Early Settlement. (a) Subject to and upon compliance with the provisions of this Section 4.065.9, at the option of the Holder thereof, Purchase Contracts underlying Securities may be settled early ("Early Settlement") in the case of Corporate Units on or prior to the close of business on the second Scheduled Trading seventh Business Day immediately preceding the Scheduled Mandatory Purchase Contract Settlement Date, a Holder may elect to settle its Purchase Contracts early, in whole or in part, at the Early Settlement Rate (“Early Settlement Right”). (b) A Holder’s right to receive Common Stock upon Early Settlement of any of its Purchase Contracts is subject to the following conditions (Date and in the case of Global Securities, subject Treasury Units on or prior to the applicable procedures of the Depositary): (i) delivery of a written and signed notice of election (an “Early Settlement Notice”) in the form attached to second Business Day immediately preceding the Purchase Contract Settlement Date, in each case, as provided herein. In order to exercise the right to effect Early Settlement with respect to any Purchase Contracts, the Holder of the Certificate evidencing Securities shall deliver such Certificate to the Purchase Contract Agent electing at the Corporate Trust Office duly endorsed for transfer to the Company or in blank with the form of Election to Settle Early on the reverse thereof duly completed and accompanied by payment (payable to the Company in immediately available funds) in an amount (the "Early Settlement of such Purchase Contract; andAmount") equal to: (ii1) satisfaction the product of (A) the conditions set forth in Section 4.04.Stated Amount times (B) the number of Purchase Contracts with respect to which the Holder has elected to effect Early Settlement, plus (c2) If a Holder complies if such delivery is made with respect to any Purchase Contracts during the requirements set forth in Section 4.06(b) prior to period from the close of business on any Record Date next preceding any Payment Date to the opening of business on such Payment Date, an amount equal to the Contract Adjustment Payments payable on such Payment Date with respect to such Purchase Contracts. Except as provided in the immediately preceding sentence and subject to the last paragraph of Section 5.2, no payment shall be made upon Early Settlement of any Purchase Contract on account of any Contract Adjustment Payments accrued on such Purchase Contract or on account of any dividends on the Common Stock issued upon such Early Settlement. If the foregoing requirements are first satisfied with respect to Purchase Contracts underlying any Securities at or prior to 5:00 p.m. (New York City time) on a Business Day, then that Business Day such day shall be considered the “"Early Settlement Date.” If " with respect to such Securities and if such requirements are first satisfied after 5:00 p.m. (New York City time) on a Holder complies with the requirements set forth in Section 4.06(b) at or after the close of business on any Business Day or at any time on a day that is not a Business Day, then the "Early Settlement Date" with respect to such Securities shall be the next succeeding Business Day shall be considered Day. Upon the “receipt of such Certificate and Early Settlement Date.” (d) On Amount from the second Business Day following the Early Settlement Date, subject to satisfaction of the conditions set forth in Section 4.06(b) by a Holder with respect to any of its Purchase Contracts, the Company shall cause a number of shares of Common Stock per Purchase Contract equal to the Early Settlement Rate to be issued and delivered, together with payment of (i) any cash payable in lieu of fractional shares pursuant to Section 4.12 and (ii) any dividends or distributions with respect to such shares constituting part of the Purchase Contract Settlement Fund (but without any interest thereon), to such Holder by book-entry transfer or other appropriate procedures pursuant to Section 4.10. The Person in whose name any shares of the Common Stock shall be issuable upon such Early Settlement of a Purchase Contract shall be treated as the holder of record of such shares as of the close of business on the relevant Early Settlement Date. (e) In the event that Early Settlement is effected with respect to Purchase Contracts that are a component of Units, upon such Early Settlement, the Company shall execute and the Trustee shall authenticate (pursuant to the Indenture) on behalf of the Holder and deliver to the Holder thereof, at the expense of the Company, Separate Notes, in same form as the Notes comprising part of the Units, equal to the number of Purchase Contracts as to which Early Settlement was effected. (f) In the event that Early Settlement is effected with respect to Purchase Contracts represented by less than all the Purchase Contracts evidenced by a Security, upon such Early Settlement, the Company shall execute and the Purchase Contract Agent and Trustee shall authenticate on behalf of the Holder and deliver to the Holder thereof, at the expense of the Company, a Security evidencing the Purchase Contracts as to which Early Settlement was not effected. (g) Upon receipt of any Early Settlement Notice pursuant to Section 4.06(b)Holder, the Purchase Contract Agent shall promptly deliver a copy of pay to the Company such Early Settlement Notice Amount, the receipt of which payment the Company shall confirm in writing. The Purchase Contract Agent shall then, in accordance with Section 5.6 of the Pledge Agreement, notify the Collateral Agent that (A) such Holder has elected to effect an Early Settlement, which notice shall set forth the number of such Purchase Contracts as to which such Holder has elected to effect Early Settlement, (B) the Purchase Contract Agent has received from such Holder, and paid to the Company as confirmed in writing by the Company, the related Early Settlement Amount and (C) all conditions to such Early Settlement have been satisfied.

Early Settlement. (a) Subject to and upon compliance with the provisions of this Section 4.065.9, Purchase Contracts underlying Units having an aggregate Stated Amount equal to $1,000 or an integral multiple thereof, may, at the option of the Holder thereof, be settled early ("Early Settlement") on or prior to the close eighth Business Day preceding the Initial Remarketing Date or any Subsequent Remarketing Date. In order to exercise the right to effect Early Settlement with respect to any Purchase Contracts, the Holder of business the Certificate evidencing the related Units shall deliver such Certificate to the Agent at the Corporate Trust Office duly endorsed for transfer to the Company or in blank with the form of Election to Settle Early on the second Scheduled Trading Day reverse thereof duly completed and accompanied by payment payable to the Company in immediately preceding available funds in an amount (the Scheduled Mandatory Settlement Date, a Holder may elect to settle its Purchase Contracts early, in whole or in part, at the "Early Settlement Rate (“Early Settlement Right”). (bAmount") A Holder’s right to receive Common Stock upon Early Settlement of any of its Purchase Contracts is subject equal to the following conditions (in the case product of Global Securities, subject to the applicable procedures of the Depositary): (i) delivery of a written and signed notice of election (an “Early Settlement Notice”) in the form attached to the Purchase Contract to the Purchase Contract Agent electing Early Settlement Stated Amount of such Purchase Contract; and Units multiplied by (ii) satisfaction the number (A) of Purchase Contracts with respect to which the conditions set forth in Section 4.04. Holder has elected to effect Early Settlement, plus (cB) If a Holder complies if such delivery is made with respect to any Purchase Contracts during the requirements set forth in Section 4.06(b) prior to period from the close of business on any Record Date next preceding any Payment Date to the opening of business on such Payment Date, an amount equal to the Contract Fee Payments, if any, payable on such Payment Date with respect to such Purchase Contracts; provided that no payment shall be required pursuant to clause (B) of this sentence if the Company shall have elected to defer the Contract Fee Payments which would otherwise be payable on such Payment Date. Except as provided in the immediately preceding sentence and subject to Section 5.2(d), no payment or adjustment shall be made upon Early Settlement of any Purchase Contract on any Contract Fee Payments accrued on such Purchase Contract or on account of any dividends on the Common Stock issued upon such Early Settlement. If the foregoing requirements are first satisfied with respect to Purchase Contracts underlying any Unit at or prior to 5:00 p.m., New York City time, on a Business Day, then that Business Day such day shall be considered the “"Early Settlement Date.” If " with respect to such Unit and if such requirements are first satisfied after 5:00 p.m., New York City time, on a Holder complies with the requirements set forth in Section 4.06(b) at or after the close of business on any Business Day or at any time on a day that is not a Business Day, then the "Early Settlement Date" with respect to such Units shall be the next succeeding Business Day shall be considered the “Early Settlement DateDay.” (d) On the second Business Day following the Early Settlement Date, subject to satisfaction of the conditions set forth in Section 4.06(b) by a Holder with respect to any of its Purchase Contracts, the Company shall cause a number of shares of Common Stock per Purchase Contract equal to the Early Settlement Rate to be issued and delivered, together with payment of (i) any cash payable in lieu of fractional shares pursuant to Section 4.12 and (ii) any dividends or distributions with respect to such shares constituting part of the Purchase Contract Settlement Fund (but without any interest thereon), to such Holder by book-entry transfer or other appropriate procedures pursuant to Section 4.10. The Person in whose name any shares of the Common Stock shall be issuable upon such Early Settlement of a Purchase Contract shall be treated as the holder of record of such shares as of the close of business on the relevant Early Settlement Date. (e) In the event that Early Settlement is effected with respect to Purchase Contracts that are a component of Units, upon such Early Settlement, the Company shall execute and the Trustee shall authenticate (pursuant to the Indenture) on behalf of the Holder and deliver to the Holder thereof, at the expense of the Company, Separate Notes, in same form as the Notes comprising part of the Units, equal to the number of Purchase Contracts as to which Early Settlement was effected. (f) In the event that Early Settlement is effected with respect to Purchase Contracts represented by less than all the Purchase Contracts evidenced by a Security, upon such Early Settlement, the Company shall execute and the Purchase Contract Agent and Trustee shall authenticate on behalf of the Holder and deliver to the Holder thereof, at the expense of the Company, a Security evidencing the Purchase Contracts as to which Early Settlement was not effected. (g) Upon receipt of any Early Settlement Notice pursuant to Section 4.06(b), the Purchase Contract Agent shall promptly deliver a copy of such Early Settlement Notice to the Company.

Early Settlement. (a) Subject to and upon compliance with A holder of Corporate Units may settle the provisions of this Section 4.06, related Purchase Contracts in their entirety at any time on or prior to the close of business on the second Scheduled Trading fifth Business Day immediately preceding the Scheduled Mandatory Purchase Contract Settlement DateDate in the manner described herein, but only in integral multiples of [20] Corporate Units; provided, however, if the Treasury Portfolio has become a component of the Corporate Units, Holders of Corporate Units may settle early only in integral multiples of [1,600] Corporate Units. A holder of Treasury Units may settle the related Purchase Contracts in their entirety at any time on or prior to the second Business Day immediately preceding the Purchase Contract Settlement Date in the manner described herein (in either case, an "Early Settlement") but only in integral multiples of [20] Treasury Units. The right to Early Settlement is subject to there being in effect, if so required under Federal securities laws, a Holder may elect registration statement covering the shares of Common Stock to settle its be delivered in respect of the Purchase Contracts earlybeing settled. Upon Early Settlement, in whole or in part(i) the holder's rights to receive Deferred Contract Adjustment Payments, at if any, on the Early Settlement Rate Purchase Contracts being settled will be forfeited, (“Early Settlement Right”). (bii) A Holder’s the holder's right to receive Common Stock upon additional Contract Adjustment Payments in respect of such Purchase Contracts will terminate and (iii) no adjustment will be made to or for the holder on account of Deferred Contract Adjustment Payments, or any amount accrued in respect of Contract Adjustment Payments. In order to exercise the right to effect any Early Settlement with respect to any Purchase Contracts, the Holder of any of its Purchase Contracts is subject the Certificate evidencing Securities shall deliver such Certificate to the following conditions (in Agent at the case of Global Securities, subject Corporate Trust Office duly endorsed for transfer to the applicable procedures Company or in blank with the form of Election to Settle Early on the Depositary): reverse thereof duly completed and executed and accompanied by payment (payable to the Company in immediately available funds in an amount (the "Early Settlement Amount")) equal to the sum of (i) delivery [$50] times the number of a written and signed notice of election (an “Early Settlement Notice”) in the form attached to the Purchase Contract to the Purchase Contract Agent electing Early Settlement of such Purchase Contract; and Contracts being settled, plus, (ii) satisfaction of if such delivery is made with respect to any Purchase Contracts during the conditions set forth in Section 4.04. (c) If a Holder complies with the requirements set forth in Section 4.06(b) prior to period from the close of business on any Business Day, then that Business Day shall be considered Record Date next preceding any Payment Date to the “Early Settlement Date.” If a Holder complies with the requirements set forth in Section 4.06(b) at or after the close opening of business on any Business Day or at any time on a day that is not a Business Day, then the next succeeding Business Day shall be considered the “Early Settlement Date.” (d) On the second Business Day following the Early Settlement such Payment Date, subject to satisfaction of the conditions set forth in Section 4.06(b) by a Holder with respect to any of its Purchase Contracts, the Company shall cause a number of shares of Common Stock per Purchase Contract an amount equal to the Early Settlement Rate to be issued and deliveredContract Adjustment Payments payable, together with payment of (i) any cash payable in lieu of fractional shares pursuant to Section 4.12 and (ii) any dividends or distributions if any, on such Payment Date with respect to such shares constituting part Purchase Contracts; provided that no payment is required if the Company has elected to defer the Contract Adjustment Payments which would otherwise be payable on the Payment Date. Except as provided in the immediately preceding sentence and subject to the second to last paragraph of the Section 5.2, no payment or adjustment shall be made upon Early Settlement of any Purchase Contract Settlement Fund (but without on account of any interest thereon), to Contract Adjustment Payments accrued on such Holder by book-entry transfer Purchase Contract or other appropriate procedures pursuant to Section 4.10. The Person in whose name on account of any shares of dividends on the Common Stock shall be issuable upon such Early Settlement of a Purchase Contract shall be treated as the holder of record of such shares as of the close of business on the relevant Early Settlement Date. (e) In the event that Early Settlement is effected with respect to Purchase Contracts that are a component of Units, issued upon such Early Settlement, the Company shall execute and the Trustee shall authenticate (pursuant to the Indenture) on behalf . In order for any of the Holder and deliver foregoing requirements to the Holder thereof, at the expense of the Company, Separate Notes, in same form as the Notes comprising part of the Units, equal to the number of Purchase Contracts as to which Early Settlement was effected. (f) In the event that Early Settlement is effected be considered satisfied or effective with respect to a Purchase Contracts represented by less than all the Purchase Contracts evidenced Contract underlying any Security on or by a Securityparticular Business Day, upon such Early Settlementrequirement must be met at or prior to 5:00 p.m., New York City time, on such Business Day; the Company shall execute and the Purchase Contract Agent and Trustee shall authenticate first Business Day on behalf which all of the Holder and deliver to foregoing requirements have been satisfied by 5:00 p.m., New York City time shall be the Holder thereof, at the expense of the Company, a Security evidencing the Purchase Contracts as to which "Early Settlement was not effectedDate" with respect to such Security. (g) Upon receipt of any Early Settlement Notice pursuant to Section 4.06(b), the Purchase Contract Agent shall promptly deliver a copy of such Early Settlement Notice to the Company.

Early Settlement. (a) Subject to and upon compliance with the provisions of this Section 4.065.9, prior to Forward Purchase Contracts underlying Equity Units or Stripped Units may, at the close option of business the Holder thereof, be settled early ("Early Settlement") at any time not later than 10:00 a.m. on the second Scheduled Trading seventh Business Day immediately preceding the Scheduled Mandatory Stock Purchase Date. In order to exercise the right to effect Early Settlement Datewith respect to any Forward Purchase Contracts, a the Holder of the Certificate evidencing the related Equity Units or Stripped Units, as the case may elect be, shall deliver such Certificate to settle its Purchase Contracts early, in whole the Agent at the Corporate Trust Office duly endorsed for transfer to the Company or in part, at blank with the form of Election to Settle Early on the reverse thereof duly completed and accompanied by payment payable to the Company in immediately available funds in an amount (the "Early Settlement Rate Amount") equal to (“Early Settlement Right”). (bA) A Holder’s right to receive Common Stock upon Early Settlement the product of any of its Purchase Contracts is subject to the following conditions (in the case of Global Securities, subject to the applicable procedures of the Depositary): (i) delivery of a written and signed notice of election (an “Early Settlement Notice”) in the form attached to the Purchase Contract to the Purchase Contract Agent electing Early Settlement Stated Amount of such Purchase Contract; and Equity Units or Stripped Units, as the case may be, multiplied by (ii) satisfaction the number of Forward Purchase Contracts with respect to which the conditions set forth in Section 4.04. Holder has elected to effect Early Settlement, plus (cB) If a Holder complies if such delivery is made with respect to any Forward Purchase Contracts during the requirements set forth in Section 4.06(b) prior to period from the close of business on any Record Date next preceding any Payment Date to the opening of business on such Payment Date, an amount equal to the Contract Adjustment Payments, if any, payable on such Payment Date with respect to such Forward Purchase Contracts; provided that no payment shall be required pursuant to clause (B) of this sentence if the Company shall have elected to defer the Contract Adjustment Payments that would otherwise be payable on such Payment Date and further provided that, at that time, if so required by the United States federal securities laws, a registration statement is in effect and a prospectus is available covering the shares of the Common Stock of the Company to be delivered in respect of the Forward Purchase Contracts being settled. Except as provided in the immediately preceding sentence and subject to Section 5.2(d), no payment or adjustment shall be made upon Early Settlement of any Forward Purchase Contract on any Contract Adjustment Payments accrued on such Forward Purchase Contract or on account of any dividends on the Common Stock issued upon such Early Settlement. If the foregoing requirements are first satisfied with respect to Forward Purchase Contracts underlying any Equity Units or Stripped Units, as the case may be, at or prior to 5:00 p.m., New York City time, on a Business Day, then that Business Day such day shall be considered the “"Early Settlement Date.” If " with respect to such Equity Units or Stripped Units, as the case may be, and if such requirements are first satisfied after 5:00 p.m., New York City time, on a Holder complies with the requirements set forth in Section 4.06(b) at or after the close of business on any Business Day or at any time on a day that is not a Business Day, then the "Early Settlement Date" with respect to such Equity Units or Stripped Units, as the case may be, shall be the next succeeding Business Day shall be considered the “Day. (b) Holders of Equity Units may settle only in units of 20 and integral multiples of 20. If a successful remarketing or a Tax Event Redemption has occurred, Holders of Stripped Units may effect Early Settlement Datepursuant to this Section 5.9 only in integral multiples of 32,000.” (dc) On the second Business Day following the Upon Early Settlement Date, subject to satisfaction of any Forward Purchase Contract by the Holder of the conditions set forth in Section 4.06(b) by a Holder with respect to any of its Purchase Contractsrelated Equity Units or Stripped Units, as the case may be, the Company shall cause issue, and the Holder shall be entitled to receive, 1.0187 shares of Common Stock for each Equity Unit or Stripped Unit on account of such Forward Purchase Contract (the "Early Settlement Rate"). The Early Settlement Rate shall be adjusted in the same manner and at the same time as the Settlement Rate is adjusted. As promptly as practicable after Early Settlement of Forward Purchase Contracts in accordance with the provisions of this Section 5.9, the Company shall issue and shall deliver to the Agent at the Corporate Trust Office a certificate or certificates or book entry interest for the full number of shares of Common Stock per Purchase Contract equal to the issuable upon such Early Settlement Rate together with payment in lieu of any fraction of a share, as provided in Section 5.12. (d) No later than the third Business Day after the applicable Early Settlement Date the Company shall cause (i) the shares of Common Stock issuable upon Early Settlement of Forward Purchase Contracts to be issued and delivered, together with payment of (i) any cash payable in lieu of fractional shares pursuant to Section 4.12 and (ii) the related Pledged Notes or Pledged Treasury Consideration or Pledged Applicable Ownership Interest in the Treasury Portfolio, in the case of Equity Units, or the related Pledged Treasury Securities, in the case of Stripped Units, to be released from the Pledge by the Collateral Agent and transferred, in each case, to the Agent for delivery to the Holder thereof or the Holder's designee. (e) Upon Early Settlement of any dividends Forward Purchase Contracts, and subject to receipt of shares of Common Stock from the Company and the Pledged Notes, Pledged Treasury Consideration, Pledged Applicable Ownership Interest in the Treasury Portfolio, or distributions Pledged Treasury Securities, as the case may be, from the Collateral Agent, as applicable, the Agent shall, in accordance with respect the instructions provided by the Holder thereof on the applicable form of Election to such shares constituting Settle Early on the reverse of the Certificate evidencing the related Equity Units or Stripped Units, as the case may be, (i) transfer to the Holder the Pledged Notes, Pledged Treasury Consideration, Pledged Applicable Ownership Interest in the Treasury Portfolio, or Pledged Treasury Securities, as the case may be, forming a part of such Equity Units or Stripped Units, as the Purchase Contract Settlement Fund case may be, and (but without any interest thereon), ii) deliver to such the Holder by a certificate or certificates or book-entry transfer or other appropriate procedures pursuant to Section 4.10. The Person in whose name any interest for the full number of shares of the Common Stock shall be issuable upon such Early Settlement together with payment in lieu of any fraction of a Purchase Contract shall be treated share, as the holder of record of such shares as of the close of business on the relevant Early Settlement Date. (e) In the event that Early Settlement is effected with respect to Purchase Contracts that are a component of Units, upon such Early Settlement, the Company shall execute and the Trustee shall authenticate (pursuant to the Indenture) on behalf of the Holder and deliver to the Holder thereof, at the expense of the Company, Separate Notes, provided in same form as the Notes comprising part of the Units, equal to the number of Purchase Contracts as to which Early Settlement was effectedSection 5.12. (f) In the event that Early Settlement is effected with respect to Forward Purchase Contracts represented by underlying less than all the Purchase Contracts Equity Units or Stripped Units, as the case may be, evidenced by a SecurityCertificate, upon such Early Settlement, Settlement the Company shall execute and the Purchase Contract Agent and Trustee shall authenticate authenticate, execute on behalf of the Holder thereof and deliver to the Holder thereof, at the expense of the Company, a Security Certificate evidencing the Purchase Contracts Equity Units or Stripped Units, as the case may be, as to which Early Settlement was not effected. (g) Upon receipt of any Early Settlement Notice pursuant to Section 4.06(b), the Purchase Contract Agent shall promptly deliver a copy of such Early Settlement Notice to the Company.

Early Settlement. (a) Subject to and upon compliance with the provisions of this Section 4.065.9 at the option of the Holder thereof, prior any Purchase Contracts underlying Securities having an aggregate Stated Amount equal to $__________ or an integral multiple thereof may be settled early ("Early Settlement") as provided herein. In order to exercise the right to effect Early Settlement with respect to any Purchase Contracts, the Holder of the Security Certificate evidencing such Purchase Contracts shall deliver such Security Certificate to the close Agent at the Corporate Trust Office duly endorsed for transfer to the Company or in blank with the form of business Election to Settle Early on the second Scheduled Trading Day reverse thereof duly completed and accompanied by payment in the form of immediately preceding available funds in an amount (the Scheduled Mandatory Settlement Date, a Holder may elect to settle its Purchase Contracts early, in whole or in part, at the "Early Settlement Rate (“Early Settlement Right”). (bAmount") A Holder’s right equal to receive Common Stock upon Early Settlement of any of its Purchase Contracts is subject to the following conditions (in the case of Global Securities, subject to the applicable procedures of the Depositary): (i) delivery the product of a written and signed notice (A) the Stated Amount times (B) the number of election (an “Purchase Contracts with respect to which the Holder has elected to effect Early Settlement Notice”) in the form attached to the Purchase Contract to the Purchase Contract Agent electing Early Settlement of such Purchase Contract; and plus (ii) satisfaction of if such delivery is made with respect to any Purchase Contracts during the conditions set forth in Section 4.04. (c) If a Holder complies with the requirements set forth in Section 4.06(b) prior to period from the close of business on any Record Date next preceding any Payment Date to the opening of business on such Payment Date, an amount equal to the sum of (x) the Yield Enhancement Payments payable on such Payment Date with respect to such Purchase Contracts plus (y) the interest on the related Treasury Notes payable on such Payment Date. Except as provided in the immediately preceding sentence and subject to the second to the last paragraph of Section 5.2, no payment or adjustment shall be made upon Early Settlement of any Purchase Contract on account of any Yield Enhancement Payments accrued on such Purchase Contract or on account of any dividends on the Common Stock issued upon such Early Settlement. If the foregoing requirements are first satisfied with respect to Purchase Contracts underlying any Securities at or prior to 5:00 p.m., New York City time, on a Business Day, then that Business Day such day shall be considered the “"Early Settlement Date.” If " with respect to such Securities and if such requirements are first satisfied after 5:00 p.m, New York City time, on a Holder complies with the requirements set forth in Section 4.06(b) at or after the close of business on any Business Day or at any time on a day that is not a Business Day, then the "Early Settlement Date" with respect to such Securities shall be the next succeeding Business Day shall be considered the “Early Settlement DateDay.” (d) On the second Business Day following the Early Settlement Date, subject to satisfaction of the conditions set forth in Section 4.06(b) by a Holder with respect to any of its Purchase Contracts, the Company shall cause a number of shares of Common Stock per Purchase Contract equal to the Early Settlement Rate to be issued and delivered, together with payment of (i) any cash payable in lieu of fractional shares pursuant to Section 4.12 and (ii) any dividends or distributions with respect to such shares constituting part of the Purchase Contract Settlement Fund (but without any interest thereon), to such Holder by book-entry transfer or other appropriate procedures pursuant to Section 4.10. The Person in whose name any shares of the Common Stock shall be issuable upon such Early Settlement of a Purchase Contract shall be treated as the holder of record of such shares as of the close of business on the relevant Early Settlement Date. (e) In the event that Early Settlement is effected with respect to Purchase Contracts that are a component of Units, upon such Early Settlement, the Company shall execute and the Trustee shall authenticate (pursuant to the Indenture) on behalf of the Holder and deliver to the Holder thereof, at the expense of the Company, Separate Notes, in same form as the Notes comprising part of the Units, equal to the number of Purchase Contracts as to which Early Settlement was effected. (f) In the event that Early Settlement is effected with respect to Purchase Contracts represented by less than all the Purchase Contracts evidenced by a Security, upon such Early Settlement, the Company shall execute and the Purchase Contract Agent and Trustee shall authenticate on behalf of the Holder and deliver to the Holder thereof, at the expense of the Company, a Security evidencing the Purchase Contracts as to which Early Settlement was not effected. (g) Upon receipt of any Early Settlement Notice pursuant to Section 4.06(b), the Purchase Contract Agent shall promptly deliver a copy of such Early Settlement Notice to the Company.

Early Settlement. (a) Subject to and upon compliance with the provisions of this Section 4.065.9, Purchase Contracts underlying Units having an aggregate Stated Amount equal to $1,000 or an integral multiple thereof, may, at the option of the Holder thereof, be settled early ("Early Settlement") on or prior to the close of business 10:00 a.m. on the second Scheduled Trading seventh Business Day immediately preceding the Scheduled Mandatory Stock Purchase Date. In order to exercise the right to effect Early Settlement Datewith respect to any Purchase Contracts, a the Holder may elect of the Certificate evidencing the related Units shall deliver such Certificate to settle its Purchase Contracts early, in whole the Agent at the Corporate Trust Office duly endorsed for transfer to the Company or in part, at blank with the form of Election to Settle Early on the reverse thereof duly completed and accompanied by payment payable to the Company in immediately available funds in an amount (the "Early Settlement Rate Amount") equal to (“Early Settlement Right”). (bA) A Holder’s right to receive Common Stock upon Early Settlement the product of any of its Purchase Contracts is subject to the following conditions (in the case of Global Securities, subject to the applicable procedures of the Depositary): (i) delivery of a written and signed notice of election (an “Early Settlement Notice”) in the form attached to the Purchase Contract to the Purchase Contract Agent electing Early Settlement Stated Amount of such Purchase Contract; and Units multiplied by (ii) satisfaction the number of Purchase Contracts with respect to which the conditions set forth in Section 4.04. Holder has elected to effect Early Settlement, plus (cB) If a Holder complies if such delivery is made with respect to any Purchase Contracts during the requirements set forth in Section 4.06(b) prior to period from the close of business on any Record Date next preceding any Payment Date to the opening of business on such Payment Date, an amount equal to the Contract Adjustment Payments, if any, payable on such Payment Date with respect to such Purchase Contracts; provided that no payment shall be required pursuant to clause (B) of this sentence if the Company shall have elected to defer the Contract Adjustment Payments which would otherwise be payable on such Payment Date. Except as provided in the immediately preceding sentence and subject to Section 5.2(d), no payment or adjustment shall be made upon Early Settlement of any Purchase Contract on any Contract Adjustment Payments accrued on such Purchase Contract or on account of any dividends on the Common Stock issued upon such Early Settlement. If the foregoing requirements are first satisfied with respect to Purchase Contracts underlying any Unit at or prior to 5:00 p.m., New York City time, on a Business Day, then that Business Day such day shall be considered the “"Early Settlement Date.” If " with respect to such Unit and if such requirements are first satisfied after 5:00 p.m., New York City time, on a Holder complies with the requirements set forth in Section 4.06(b) at or after the close of business on any Business Day or at any time on a day that is not a Business Day, then the "Early Settlement Date" with respect to such Units shall be the next succeeding Business Day shall be considered the “Early Settlement DateDay.” (d) On the second Business Day following the Early Settlement Date, subject to satisfaction of the conditions set forth in Section 4.06(b) by a Holder with respect to any of its Purchase Contracts, the Company shall cause a number of shares of Common Stock per Purchase Contract equal to the Early Settlement Rate to be issued and delivered, together with payment of (i) any cash payable in lieu of fractional shares pursuant to Section 4.12 and (ii) any dividends or distributions with respect to such shares constituting part of the Purchase Contract Settlement Fund (but without any interest thereon), to such Holder by book-entry transfer or other appropriate procedures pursuant to Section 4.10. The Person in whose name any shares of the Common Stock shall be issuable upon such Early Settlement of a Purchase Contract shall be treated as the holder of record of such shares as of the close of business on the relevant Early Settlement Date. (e) In the event that Early Settlement is effected with respect to Purchase Contracts that are a component of Units, upon such Early Settlement, the Company shall execute and the Trustee shall authenticate (pursuant to the Indenture) on behalf of the Holder and deliver to the Holder thereof, at the expense of the Company, Separate Notes, in same form as the Notes comprising part of the Units, equal to the number of Purchase Contracts as to which Early Settlement was effected. (f) In the event that Early Settlement is effected with respect to Purchase Contracts represented by less than all the Purchase Contracts evidenced by a Security, upon such Early Settlement, the Company shall execute and the Purchase Contract Agent and Trustee shall authenticate on behalf of the Holder and deliver to the Holder thereof, at the expense of the Company, a Security evidencing the Purchase Contracts as to which Early Settlement was not effected. (g) Upon receipt of any Early Settlement Notice pursuant to Section 4.06(b), the Purchase Contract Agent shall promptly deliver a copy of such Early Settlement Notice to the Company.

Early Settlement. (a) Subject to and upon compliance with the provisions of this Section 4.065.9, at the option of the Holder thereof, Purchase Contracts underlying Securities, having an aggregate Stated Amount equal to $1,000 or an integral multiple thereof, may be settled early ("Early Settlement") in the case of Income PRIDES (unless a Tax Event Redemption has occurred) on or prior to the close of business on the second Scheduled Trading fifth Business Day immediately preceding the Scheduled Mandatory Purchase Contract Settlement Date, a Holder may elect to settle its Purchase Contracts early, in whole or in part, at the Early Settlement Rate (“Early Settlement Right”). (b) A Holder’s right to receive Common Stock upon Early Settlement of any of its Purchase Contracts is subject to the following conditions (Date and in the case of Global Securities, subject Growth PRIDES on or prior to the applicable procedures second Business Day immediately preceding the Purchase Contract Settlement Date, in each case, as provided herein; provided however, that if a Tax Event Redemption has occurred and the Treasury Portfolio has become a component of the Depositary): Income PRIDES Purchase Contracts, underlying Income PRIDES may be settled early, on or prior to the second Business Day immediately preceding the Purchase Contract Settlement Date, but only in an aggregate amount of $8,000,000 or in an integral multiple thereof. In order to exercise the right to effect Early Settlement with respect to any Purchase Contracts, the Holder of the Certificate evidencing Securities shall deliver such Certificate to the Agent at the Corporate Trust Office duly endorsed for transfer to the Company or in blank with the form of Election to Settle Early on the reverse thereof duly completed and accompanied by payment (payable to the Company in immediately available funds in an amount (the "Early Settlement Amount") equal to (i) delivery the product of a written and signed notice (A) the Stated Amount times (B) the number of election (an “Purchase Contracts with respect to which the Holder has elected to effect Early Settlement Notice”) in the form attached to the Purchase Contract to the Purchase Contract Agent electing Early Settlement of such Purchase Contract; and plus (ii) satisfaction of if such delivery is made with respect to any Purchase Contracts during the conditions set forth in Section 4.04. (c) If a Holder complies with the requirements set forth in Section 4.06(b) prior to period from the close of business on any Record Date next preceding any Payment Date to the opening of business on such Payment Date, an amount equal to the sum of (x) the Contract Adjustment Payments payable on such Payment Date with respect to such Purchase Contracts plus (y) in the case of Income PRIDES Certificate, the distributions on the related Preferred Securities payable on such Payment Date. Except as provided in the immediately preceding sentence and subject to the second to last paragraph of Section 5.2, no payment or adjustment shall be made upon Early Settlement of any Purchase Contract on account of any Contract Adjustment Payments accrued on such Purchase Contract or on account of any dividends on the Common Stock issued upon such Early Settlement. If the foregoing requirements are first satisfied with respect to Purchase Contracts underlying any Securities at or prior to 5:00 p.m., New York City time, on a Business Day, then that Business Day such day shall be considered the “"Early Settlement Date.” If " with respect to such Securities and if such requirements are first satisfied after 5:00 p.m., New York City time, on a Holder complies with the requirements set forth in Section 4.06(b) at or after the close of business on any Business Day or at any time on a day that is not a Business Day, then the "Early Settlement Date" with respect to such Securities shall be the next succeeding Business Day shall be considered the “Early Settlement DateDay.” (d) On the second Business Day following the Early Settlement Date, subject to satisfaction of the conditions set forth in Section 4.06(b) by a Holder with respect to any of its Purchase Contracts, the Company shall cause a number of shares of Common Stock per Purchase Contract equal to the Early Settlement Rate to be issued and delivered, together with payment of (i) any cash payable in lieu of fractional shares pursuant to Section 4.12 and (ii) any dividends or distributions with respect to such shares constituting part of the Purchase Contract Settlement Fund (but without any interest thereon), to such Holder by book-entry transfer or other appropriate procedures pursuant to Section 4.10. The Person in whose name any shares of the Common Stock shall be issuable upon such Early Settlement of a Purchase Contract shall be treated as the holder of record of such shares as of the close of business on the relevant Early Settlement Date. (e) In the event that Early Settlement is effected with respect to Purchase Contracts that are a component of Units, upon such Early Settlement, the Company shall execute and the Trustee shall authenticate (pursuant to the Indenture) on behalf of the Holder and deliver to the Holder thereof, at the expense of the Company, Separate Notes, in same form as the Notes comprising part of the Units, equal to the number of Purchase Contracts as to which Early Settlement was effected. (f) In the event that Early Settlement is effected with respect to Purchase Contracts represented by less than all the Purchase Contracts evidenced by a Security, upon such Early Settlement, the Company shall execute and the Purchase Contract Agent and Trustee shall authenticate on behalf of the Holder and deliver to the Holder thereof, at the expense of the Company, a Security evidencing the Purchase Contracts as to which Early Settlement was not effected. (g) Upon receipt of any Early Settlement Notice pursuant to Section 4.06(b), the Purchase Contract Agent shall promptly deliver a copy of such Early Settlement Notice to the Company.

Early Settlement. (a) Subject to and upon compliance with the provisions of this Section 4.064.04, prior to on any Business Day during the close of business on period beginning on, and including, the second Scheduled Trading Business Day immediately following the Issue Date to, but excluding, the third Business Day immediately preceding the Scheduled Mandatory Settlement Date, a Holder of a Unit or Separate Purchase Contract may elect to settle its Purchase Contracts early, in whole or in part, part (an “Early Settlement”) at the Early Settlement Rate (“Early Settlement Right”)per Purchase Contract. (b) A Holder’s right to receive shares of Common Stock Stock, together with cash in lieu of fractional shares as provided in Section 4.05, upon Early Settlement of any of its Purchase Contracts is subject to the following conditions (in the case of Global Securities, subject to the applicable procedures of the Depositary):conditions: (i) delivery of a written and signed notice of election (an “Early Settlement Notice”) in the form attached to the Purchase Contract to the Purchase Contract Agent electing Early Settlement of such Purchase Contract (or, in the case of a Global Purchase Contract or a Component Purchase Contract, delivery of notice of such election in accordance with applicable procedures of the Depositary); (ii) if such Purchase Contract or the Unit that includes such Purchase Contract is in the form of a Definitive Security, surrendering the relevant Definitive Security to the Purchase Contract Agent at the Corporate Trust Office duly endorsed for transfer to the Company or in blank and with duly completed settlement instructions in the form attached thereto, or if such Purchase Contract is represented by a Global Security, surrendering the relevant Security (or causing a reduction in the number of Purchase Contracts represented thereby, if applicable) in compliance with the standing arrangements between the Depositary and the Purchase Contract Agent; and (iiiii) satisfaction payment by such Holder of any transfer or similar taxes payable in connection with the conditions set forth in issuance of Common Stock to any Person other than such Holder pursuant to Section 4.04. (c4.04(c) If below. The first Business Day on which a Holder complies with the requirements set forth in Section 4.06(bclauses (i) prior to through (iii) above before the close Close of business Business on any Business Day, then that such Business Day shall be considered the “Early Settlement Date.” If a Holder complies with the requirements set forth in Section 4.06(b) at or after the close of business on any Business Day or at any time on a day that is not a Business Day, then the next succeeding Business Day shall be considered the “Early Settlement Exercise Date.” (dc) On Upon surrender or book-entry transfer of Purchase Contracts or the second Business Day following the Early Settlement Date, subject to satisfaction of the conditions set forth related Units in accordance with Section 4.06(b) by a Holder with respect to any of its Purchase Contracts4.03, the Company shall cause a number of shares of Common Stock Stock, per Purchase Contract or Unit, as applicable, equal to the Early Settlement Rate to be issued and delivered, together with payment of (i) any cash payable in lieu of fractional any fraction of a share as provided in Section 4.05, on or prior to the third Business Day following the Early Settlement Exercise Date. Such shares pursuant shall be registered in the name of the Holder or the Holder’s designee, and shall be delivered as specified on the applicable Election to Section 4.12 and (ii) any dividends Settle Early form substantially in the form attached to Exhibit A or distributions with respect Exhibit B, as applicable, provided by the Holder to such shares constituting part of the Purchase Contract Settlement Fund (but without Agent. If any interest thereon), shares of Common Stock deliverable in respect of a Purchase Contract are to such Holder by book-entry transfer or be registered to a Person other appropriate procedures pursuant to Section 4.10. The than the Person in whose name the Security evidencing such Purchase Contract is registered, no such registration shall be made unless the Person requesting such registration has paid any shares transfer and other taxes required by reason of such registration in a name other than that of the Common Stock shall be issuable upon registered Holder of the certificate evidencing such Early Settlement of a Purchase Contract shall be treated as or has established to the holder of record of such shares as satisfaction of the close of business on the relevant Early Settlement DateCompany that such tax either has been paid or is not payable. (ed) In the event that Early Settlement is effected with respect to Purchase Contracts that are a component of Units, upon such Early Settlement, Settlement the Company shall execute and the Trustee shall authenticate (pursuant to the Indenture) on behalf of the Holder thereof and deliver to the Holder thereof, at the expense of the Company, a number of Separate Notes, in same form as the Notes comprising part of the Units, equal to the number of Purchase Contracts as to which Early Settlement was effected. (fe) In the event that Early Settlement is effected with respect to Purchase Contracts represented by less than all the Purchase Contracts evidenced by a Security, upon such Early Settlement, Settlement the Company shall execute and the Purchase Contract Agent and Trustee shall authenticate on behalf of the Holder and deliver to the Holder thereof, at the expense of the Company, a Security one or more Securities evidencing the Purchase Contracts (and, if applicable, Notes) as to which Early Settlement was not effected. (g) Upon receipt of any Early Settlement Notice pursuant to Section 4.06(b), the Purchase Contract Agent shall promptly deliver a copy of such Early Settlement Notice to the Company.

Early Settlement. (a) Subject to and upon compliance with the provisions of this Section 4.06511, at the option of the Holder thereof, Purchase Contracts underlying Units may be settled early ("Early Settlement") on or prior to the close of business _______ on the second Scheduled Trading _______ Business Day immediately preceding ______ __, ____, as provided herein. In order to exercise the Scheduled Mandatory Settlement Date, a Holder may elect right to settle its Purchase Contracts early, in whole or in part, at the effect Early Settlement Rate (“Early Settlement Right”). (b) A Holder’s right with respect to receive Common Stock upon Early Settlement of any of its Purchase Contracts is subject to Contracts, the following conditions (in the case of Global Securities, subject to the applicable procedures of the Depositary): (i) delivery Holder of a written and signed notice of election (an “Early Settlement Notice”) in the form attached to the Purchase Contract Unit Certificate shall deliver such Unit Certificate to the Purchase Contract Agent electing at the Corporate Trust Office duly endorsed for transfer to the Company or in blank with the form of Election to Settle Early on the reverse side thereof duly completed and accompanied by payment (which payment shall be made in lawful money of the United States by certified or cashier's check payable to the order of the Company in immediately available funds) in an amount ( the "Early Settlement Amount") equal to (i) the product of such (A) the Stated Amount per Unit times (B) the number of Purchase Contract; and Contracts with respect to which the Holder has elected to effect Early Settlement minus (ii) satisfaction the aggregate amount of Contract Fees, if any, otherwise payable on or prior to the immediately preceding Quarterly Payment Date deferred at the option of the conditions set forth in Section 4.04. Company pursuant to the Purchase Contract Agreement and remaining unpaid as of such immediately preceding Quarterly Payment Date plus (ciii) If a Holder complies if such delivery is made with respect to any Purchase Contracts during the requirements set forth in Section 4.06(b) prior to period from the close of business on any Record Date next preceding any Quarterly Payment Date to the opening of business on such Quarterly Payment Date, an amount equal to the sum of (x) the Contract Fees payable on such Quarterly Payment Date with respect to such Purchase Contracts plus (y) the interest with respect to the related Underlying Securities payable on such Quarterly Payment Date. If the foregoing requirements are first satisfied with respect to Purchase Contracts underlying Units at or prior to _______ New York City time, on a Business Day, then that Business Day such date shall be considered the “"Early Settlement Date.” If " with respect to such Units and if such requirements are first satisfied after _________, New York City time, on a Holder complies with the requirements set forth in Section 4.06(b) at or after the close of business on any Business Day or at any time on a day that is not a Business Day, then the "Early Settlement Date" with respect to such Units shall be the next succeeding Business Day shall be considered the “Early Settlement DateDay.” (d) On the second Business Day following the Early Settlement Date, subject to satisfaction of the conditions set forth in Section 4.06(b) by a Holder with respect to any of its Purchase Contracts, the Company shall cause a number of shares of Common Stock per Purchase Contract equal to the Early Settlement Rate to be issued and delivered, together with payment of (i) any cash payable in lieu of fractional shares pursuant to Section 4.12 and (ii) any dividends or distributions with respect to such shares constituting part of the Purchase Contract Settlement Fund (but without any interest thereon), to such Holder by book-entry transfer or other appropriate procedures pursuant to Section 4.10. The Person in whose name any shares of the Common Stock shall be issuable upon such Early Settlement of a Purchase Contract shall be treated as the holder of record of such shares as of the close of business on the relevant Early Settlement Date. (e) In the event that Early Settlement is effected with respect to Purchase Contracts that are a component of Units, upon such Early Settlement, the Company shall execute and the Trustee shall authenticate (pursuant to the Indenture) on behalf of the Holder and deliver to the Holder thereof, at the expense of the Company, Separate Notes, in same form as the Notes comprising part of the Units, equal to the number of Purchase Contracts as to which Early Settlement was effected. (f) In the event that Early Settlement is effected with respect to Purchase Contracts represented by less than all the Purchase Contracts evidenced by a Security, upon such Early Settlement, the Company shall execute and the Purchase Contract Agent and Trustee shall authenticate on behalf of the Holder and deliver to the Holder thereof, at the expense of the Company, a Security evidencing the Purchase Contracts as to which Early Settlement was not effected. (g) Upon receipt of any Early Settlement Notice pursuant to Section 4.06(b), the Purchase Contract Agent shall promptly deliver a copy of such Early Settlement Notice to the Company.]

Early Settlement. (a) Subject Unless a Holder has effected a Merger Early Settlement of the related Purchase Contract pursuant to Section 5.10 or a Termination Event shall have occurred pursuant to Section 5.7, subject to and upon compliance with the provisions of this Section 4.065.9, at the option of the Holder thereof, Purchase Contracts relating to Units may be settled early ("Early Settlement") on or prior to the close of business on Election Date. In order to exercise the second Scheduled Trading Day immediately preceding the Scheduled Mandatory Settlement Date, a Holder may elect right to settle its Purchase Contracts early, in whole or in part, at the effect Early Settlement Rate (“Early Settlement Right”). (b) A Holder’s right with respect to receive Common Stock upon Early Settlement of any of its Purchase Contracts is subject to Contracts, the following conditions (in the case of Global Securities, subject to the applicable procedures Holder of the Depositary): (i) delivery of a written and signed notice of election (an “Early Settlement Notice”) in the form attached to the Purchase Contract Certificate evidencing Units shall deliver such Certificate to the Purchase Contract Agent electing at the Corporate Trust Office duly endorsed for transfer to the Company or in blank with the form of Election to Settle Early on the reverse thereof duly completed and accompanied by payment (payable to the Company in immediately available funds) in an amount (the "Early Settlement of such Purchase Contract; andAmount") equal to: (ii1) satisfaction the product of (A) the conditions set forth in Section 4.04.Stated Amount times (B) the number of Purchase Contracts with respect to which the Holder has elected to effect Early Settlement; plus (c2) If a Holder complies if such delivery is made with respect to any Purchase Contracts during the requirements set forth in Section 4.06(b) prior to period from the close of business on any Record Date next preceding any Payment Date to the opening of business on such Payment Date, an amount equal to the Purchase Contract Adjustment Payments payable on such Payment Date with respect to such Purchase Contracts. Except as provided in the immediately preceding sentence and subject to the last paragraph of Section 5.2, no payment shall be made upon Early Settlement of any Purchase Contract on account of any Purchase Contract Adjustment Payments accrued on such Purchase Contract or on account of any dividends on the Common Stock issued upon such Early Settlement. If the foregoing requirements are first satisfied with respect to Purchase Contracts relating to any Units at or prior to 5:00 p.m. (New York City time), on a Business Day, then that Business Day such day shall be considered the “"Early Settlement Date.” If " with respect to such Units and if such requirements are first satisfied after 5:00 p.m. (New York City time), on a Holder complies with the requirements set forth in Section 4.06(b) at or after the close of business on any Business Day or at any time on a day that is not a Business Day, then the "Early Settlement Date" with respect to such Units shall be the next succeeding Business Day shall be considered Day. Upon the “receipt of such Certificate and Early Settlement Date.” (d) On Amount from the second Business Day following the Early Settlement Date, subject to satisfaction of the conditions set forth in Section 4.06(b) by a Holder with respect to any of its Purchase Contracts, the Company shall cause a number of shares of Common Stock per Purchase Contract equal to the Early Settlement Rate to be issued and delivered, together with payment of (i) any cash payable in lieu of fractional shares pursuant to Section 4.12 and (ii) any dividends or distributions with respect to such shares constituting part of the Purchase Contract Settlement Fund (but without any interest thereon), to such Holder by book-entry transfer or other appropriate procedures pursuant to Section 4.10. The Person in whose name any shares of the Common Stock shall be issuable upon such Early Settlement of a Purchase Contract shall be treated as the holder of record of such shares as of the close of business on the relevant Early Settlement Date. (e) In the event that Early Settlement is effected with respect to Purchase Contracts that are a component of Units, upon such Early Settlement, the Company shall execute and the Trustee shall authenticate (pursuant to the Indenture) on behalf of the Holder and deliver to the Holder thereof, at the expense of the Company, Separate Notes, in same form as the Notes comprising part of the Units, equal to the number of Purchase Contracts as to which Early Settlement was effected. (f) In the event that Early Settlement is effected with respect to Purchase Contracts represented by less than all the Purchase Contracts evidenced by a Security, upon such Early Settlement, the Company shall execute and the Purchase Contract Agent and Trustee shall authenticate on behalf of the Holder and deliver to the Holder thereof, at the expense of the Company, a Security evidencing the Purchase Contracts as to which Early Settlement was not effected. (g) Upon receipt of any Early Settlement Notice pursuant to Section 4.06(b)Holder, the Purchase Contract Agent shall promptly deliver a copy of pay to the Company such Early Settlement Notice Amount, the receipt of which payment the Company shall confirm in writing. The Purchase Contract Agent shall then, in accordance with Section 5.6 of the Pledge Agreement, notify the Collateral Agent that (A) such Holder has elected to effect an Early Settlement, which notice shall set forth the number of such Purchase Contracts as to which such Holder has elected to effect Early Settlement, (B) the Purchase Contract Agent has received from such Holder, and paid to the Company as confirmed in writing by the Company, the related Early Settlement Amount and (C) all conditions to such Early Settlement have been satisfied.

Early Settlement. (a) Subject to and upon compliance with the provisions of this Section 4.064.04, prior to on any Business Day during the close of business on period beginning on, and including, the second Scheduled Trading Business Day immediately following the Issue Date to, but excluding, the third Business Day immediately preceding the Scheduled Mandatory Settlement Date, a Holder of a Unit or Separate Purchase Contract may elect to settle its Purchase Contracts early, in whole or in part, part (an “Early Settlement”) at the Early Settlement Rate (“Early Settlement Right”)per Purchase Contract. (b) A Holder’s right to receive shares of Common Stock Stock, together with cash in lieu of fractional shares as provided in Section 4.05, upon Early Settlement of any of its Purchase Contracts is subject to the following conditions (in the case of Global Securities, subject to the applicable procedures of the Depositary):conditions: (i) delivery of a written and signed notice of election (an “Early Settlement Notice”) in the form attached to the Purchase Contract to the Purchase Contract Agent and Company electing Early Settlement of such Purchase Contract (or, in the case of a Global Purchase Contract or a Component Purchase Contract, delivery of notice of such election in accordance with the Applicable Procedures); (ii) if such Purchase Contract or the Unit that includes such Purchase Contract is in the form of a Definitive Security, surrendering the relevant Definitive Security to the Purchase Contract Agent at the Corporate Trust Office duly endorsed for transfer to the Company or in blank and with duly completed settlement instructions in the form attached thereto, or if such Purchase Contract is represented by a Global Security, surrendering the relevant Security (or causing a reduction in the number of Purchase Contracts represented thereby, if applicable) in compliance with the standing arrangements between the Depositary and the Purchase Contract Agent; and (iiiii) satisfaction payment by such Holder of any transfer or similar taxes payable in connection with the conditions set forth in issuance of Common Stock to any Person other than such Holder pursuant to Section 4.04. (c4.04(c) If below. The first Business Day on which a Holder complies with the requirements set forth in Section 4.06(bclauses (i) prior to through (iii) above before the close Close of business Business on any Business Day, then that such Business Day shall be considered the “Early Settlement Date.” If a Holder complies with the requirements set forth in Section 4.06(b) at or after the close of business on any Business Day or at any time on a day that is not a Business Day, then the next succeeding Business Day shall be considered the “Early Settlement Exercise Date.” (dc) On Upon surrender or book-entry transfer of Purchase Contracts or the second Business Day following the Early Settlement Date, subject to satisfaction of the conditions set forth related Units in accordance with Section 4.06(b) by a Holder with respect to any of its Purchase Contracts4.03, the Company shall cause a number of shares of Common Stock Stock, per Purchase Contract or Unit, as applicable, equal to the Early Settlement Rate to be issued and delivered, together with payment of (i) any cash payable in lieu of fractional any fraction of a share as provided in Section 4.05, on or prior to the third Business Day following the Early Settlement Exercise Date. Such shares pursuant shall be registered in the name of the Holder or the Holder’s designee, and shall be delivered as specified on the applicable Election to Section 4.12 Settle Early form substantially in the form attached to Exhibit A or Exhibit B, as applicable, provided by the Holder to the Company and (ii) any dividends or distributions with respect to such shares constituting part of the Purchase Contract Settlement Fund (but without Agent. If any interest thereon), shares of Common Stock deliverable in respect of a Purchase Contract are to such Holder by book-entry transfer or be registered to a Person other appropriate procedures pursuant to Section 4.10. The than the Person in whose name the Security evidencing such Purchase Contract is registered, no such registration shall be made unless the Person requesting such registration has paid any shares transfer and other taxes required by reason of such registration in a name other than that of the Common Stock shall be issuable upon registered Holder of the certificate evidencing such Early Settlement of a Purchase Contract shall be treated as or has established to the holder of record of such shares as satisfaction of the close of business on the relevant Early Settlement DateCompany that such tax either has been paid or is not payable. (ed) In the event that Early Settlement is effected with respect to Purchase Contracts that are a component of Units, upon such Early Settlement, Settlement the Company shall execute and the Trustee shall authenticate (pursuant to the Indenture) on behalf of the Holder thereof and deliver to the Holder thereof, at the expense of the Company, a number of Separate Notes, in same form as the Notes comprising part of the Units, equal to the number of Purchase Contracts as to which Early Settlement was effected. (fe) In the event that Early Settlement is effected with respect to Purchase Contracts represented by less than all the Purchase Contracts evidenced by a Security, upon such Early Settlement, Settlement the Company shall execute and the Purchase Contract Agent and Trustee shall authenticate on behalf of the Holder and deliver to the Holder thereof, at the expense of the Company, a Security one or more Securities evidencing the Purchase Contracts (and, if applicable, Notes) as to which Early Settlement was not effected. (g) Upon receipt of any Early Settlement Notice pursuant to Section 4.06(b), the Purchase Contract Agent shall promptly deliver a copy of such Early Settlement Notice to the Company.

Early Settlement. (a) Subject Unless a Holder has effected a Merger Early Settlement of the related Purchase Contract pursuant to Section 5.10 or a Termination Event shall have occurred pursuant to Section 5.7, subject to and upon compliance with the provisions of this Section 4.065.9, at the option of the Holder thereof, Purchase Contracts relating to PIES may be settled early ("Early Settlement") at any time prior to the close of business on the second Scheduled Trading eighth Business Day immediately preceding the Scheduled Mandatory Settlement Date, a Holder may elect to settle its Purchase Contracts early, in whole or in part, at the Early Settlement Rate (“Early Settlement Right”). (b) A Holder’s right to receive Common Stock upon Early Settlement of any of its Purchase Contracts is subject to the following conditions (in the case of Global Securities, subject to the applicable procedures of the Depositary): (i) delivery of a written and signed notice of election (an “Early Settlement Notice”) in the form attached to the Purchase Contract Settlement Date except during an Active Remarketing Period. In order to exercise the right to effect Early Settlement with respect to any Purchase Contracts, the Holder of the Certificate evidencing PIES shall deliver such Certificate to the Purchase Contract Agent electing at the Corporate Trust Office duly endorsed for transfer to the Company or in blank with the form of Election to Settle Early on the reverse thereof duly completed and accompanied by payment (payable to the Company in immediately available funds) in an amount (the "Early Settlement of such Purchase Contract; andAmount") equal to: (ii1) satisfaction the product of (A) the conditions set forth in Section 4.04.Stated Amount times (B) the number of Purchase Contracts with respect to which the Holder has elected to effect Early Settlement; plus (c2) If a Holder complies if such delivery is made with respect to any Purchase Contracts during the requirements set forth in Section 4.06(b) prior to period from the close of business on any Business Day, then that Business Day shall be considered Record Date next preceding any Payment Date to the “Early Settlement Date.” If a Holder complies with the requirements set forth in Section 4.06(b) at or after the close opening of business on any Business Day or at any time on a day that is not a Business Day, then the next succeeding Business Day shall be considered the “Early Settlement Date.” (d) On the second Business Day following the Early Settlement such Payment Date, subject to satisfaction of the conditions set forth in Section 4.06(b) by a Holder with respect to any of its Purchase Contracts, the Company shall cause a number of shares of Common Stock per Purchase Contract an amount equal to the Early Settlement Rate to be issued and delivered, together with payment of (i) any cash Purchase Contract Adjustment Payments payable in lieu of fractional shares pursuant to Section 4.12 and (ii) any dividends or distributions on such Payment Date with respect to such shares constituting part Purchase Contracts. Except as provided in the immediately preceding sentence and subject to the last paragraph of the Section 5.2, no payment shall be made upon Early Settlement of any Purchase Contract Settlement Fund (but without on account of any interest thereon), to Purchase Contract Adjustment Payments accrued on such Holder by book-entry transfer Purchase Contract or other appropriate procedures pursuant to Section 4.10. The Person in whose name on account of any shares of dividends on the Common Stock shall be issuable issued upon such Early Settlement of a Purchase Contract shall be treated as Settlement. If the holder of record of such shares as of the close of business on the relevant Early Settlement Date. (e) In the event that Early Settlement is effected foregoing requirements are first satisfied with respect to Purchase Contracts that are relating to any PIES at or prior to 5:00 p.m. (New York City time), on a component of UnitsBusiness Day, upon such Early Settlement, day shall be the Company shall execute and the Trustee shall authenticate (pursuant to the Indenture) on behalf of the Holder and deliver to the Holder thereof, at the expense of the Company, Separate Notes, in same form as the Notes comprising part of the Units, equal to the number of Purchase Contracts as to which "Early Settlement was effected. (f) In the event that Early Settlement is effected Date" with respect to Purchase Contracts represented by less than all the Purchase Contracts evidenced by a Security, upon such Early Settlement, the Company shall execute PIES and the Purchase Contract Agent and Trustee shall authenticate on behalf of the Holder and deliver to the Holder thereof, at the expense of the Company, a Security evidencing the Purchase Contracts as to which Early Settlement was not effected. (g) Upon receipt of any Early Settlement Notice pursuant to Section 4.06(b), the Purchase Contract Agent shall promptly deliver a copy of if such Early Settlement Notice to the Company.requirements are first satisfied after 5:00

Early Settlement. (a) Subject Unless a Holder has effected a Merger Early Settlement of the related Purchase Contract pursuant to Section 5.10 or a Termination Event shall have occurred pursuant to Section 5.7, subject to and upon compliance with the provisions of this Section 4.065.9, at the option of the Holder thereof, Purchase Contracts relating to Units may be settled early (“Early Settlement”) on or prior to the close of business on Election Date. In order to exercise the second Scheduled Trading Day immediately preceding the Scheduled Mandatory Settlement Date, a Holder may elect right to settle its Purchase Contracts early, in whole or in part, at the effect Early Settlement Rate (“Early Settlement Right”). (b) A Holder’s right with respect to receive Common Stock upon Early Settlement of any of its Purchase Contracts is subject to Contracts, the following conditions (in the case of Global Securities, subject to the applicable procedures Holder of the Depositary): (i) delivery of a written and signed notice of election (an “Early Settlement Notice”) in the form attached to the Purchase Contract Certificate evidencing Units shall deliver such Certificate to the Purchase Contract Agent electing at the Corporate Trust Office duly endorsed for transfer to the Company or in blank with the form of Election to Settle Early on the reverse thereof duly completed and accompanied by payment (payable to the Company in immediately available funds) in an amount (the “Early Settlement of such Purchase Contract; andAmount”) equal to: (ii1) satisfaction the product of (A) the conditions set forth in Section 4.04.Stated Amount times (B) the number of Purchase Contracts with respect to which the Holder has elected to effect Early Settlement; plus (c2) If a Holder complies if such delivery is made with respect to any Purchase Contracts during the requirements set forth in Section 4.06(b) prior to period from the close of business on any Record Date next preceding any Payment Date to the opening of business on such Payment Date, an amount equal to the Purchase Contract Adjustment Payments payable on such Payment Date with respect to such Purchase Contracts. Except as provided in the immediately preceding sentence and subject to the last paragraph of Section 5.2, no payment shall be made upon Early Settlement of any Purchase Contract on account of any Purchase Contract Adjustment Payments accrued on such Purchase Contract or on account of any dividends on the Common Stock issued upon such Early Settlement. If the foregoing requirements are first satisfied with respect to Purchase Contracts relating to any Units at or prior to 5:00 p.m. (New York City time), on a Business Day, then that Business Day such day shall be considered the “Early Settlement Date.” If with respect to such Units and if such requirements are first satisfied after 5:00 p.m. (New York City time), on a Holder complies with the requirements set forth in Section 4.06(b) at or after the close of business on any Business Day or at any time on a day that is not a Business Day, then the next succeeding Business Day shall be considered the “Early Settlement Date.” (d) On the second Business Day following the Early Settlement Date, subject to satisfaction of the conditions set forth in Section 4.06(b) by a Holder with respect to any of its Purchase Contracts, the Company shall cause a number of shares of Common Stock per Purchase Contract equal to the Early Settlement Rate to be issued and delivered, together with payment of (i) any cash payable in lieu of fractional shares pursuant to Section 4.12 and (ii) any dividends or distributions ” with respect to such shares constituting part of the Purchase Contract Settlement Fund (but without any interest thereon), to such Holder by book-entry transfer or other appropriate procedures pursuant to Section 4.10. The Person in whose name any shares of the Common Stock Units shall be issuable upon the next succeeding Business Day. Upon the receipt of such Certificate and Early Settlement of a Purchase Contract shall be treated as Amount from the holder of record of such shares as of the close of business on the relevant Early Settlement Date. (e) In the event that Early Settlement is effected with respect to Purchase Contracts that are a component of Units, upon such Early Settlement, the Company shall execute and the Trustee shall authenticate (pursuant to the Indenture) on behalf of the Holder and deliver to the Holder thereof, at the expense of the Company, Separate Notes, in same form as the Notes comprising part of the Units, equal to the number of Purchase Contracts as to which Early Settlement was effected. (f) In the event that Early Settlement is effected with respect to Purchase Contracts represented by less than all the Purchase Contracts evidenced by a Security, upon such Early Settlement, the Company shall execute and the Purchase Contract Agent and Trustee shall authenticate on behalf of the Holder and deliver to the Holder thereof, at the expense of the Company, a Security evidencing the Purchase Contracts as to which Early Settlement was not effected. (g) Upon receipt of any Early Settlement Notice pursuant to Section 4.06(b)Holder, the Purchase Contract Agent shall promptly deliver a copy of pay to the Company such Early Settlement Notice Amount, the receipt of which payment the Company shall confirm in writing. The Purchase Contract Agent shall then, in accordance with Section 5.6 of the Pledge Agreement, notify the Collateral Agent that (A) such Holder has elected to effect an Early Settlement, which notice shall set forth the number of such Purchase Contracts as to which such Holder has elected to effect Early Settlement, (B) the Purchase Contract Agent has received from such Holder, and paid to the Company as confirmed in writing by the Company, the related Early Settlement Amount and (C) all conditions to such Early Settlement have been satisfied.

Early Settlement. (a) Subject to and upon compliance with the provisions of this Section 4.06, prior to the close of business on the second Scheduled Trading Day immediately preceding the Scheduled Mandatory Settlement Date, a Holder may elect to settle its Purchase Contracts early, in whole or in part, at the Early Settlement Rate (“Early Settlement Right”). (b) A Holder’s right to receive Common Stock Subordinate Voting Shares upon Early Settlement of any of its Purchase Contracts is subject to the following conditions (in the case of Global Securities, subject to the applicable procedures of the Depositary): (i) delivery of a written and signed notice of election (an “Early Settlement Notice”) in the form attached to the Purchase Contract to the Purchase Contract Agent electing Early Settlement of such Purchase Contract; and (ii) satisfaction of the conditions set forth in Section 4.04. (c) If a Holder complies with the requirements set forth in Section 4.06(b) prior to the close of business on any Business Day, then that Business Day shall be considered the “Early Settlement Date.” If a Holder complies with the requirements set forth in Section 4.06(b) at or after the close of business on any Business Day or at any time on a day that is not a Business Day, then the next succeeding Business Day shall be considered the “Early Settlement Date.” (d) On the second Business Day following the Early Settlement Date, subject to satisfaction of the conditions set forth in Section 4.06(b) by a Holder with respect to any of its Purchase Contracts, the Company shall cause a number of shares of Common Stock Subordinate Voting Shares per Purchase Contract equal to the Early Settlement Rate to be issued and delivered, together with payment of (i) any cash payable in lieu of fractional shares pursuant to Section 4.12 and (ii) any dividends or distributions with respect to such shares constituting part of the Purchase Contract Settlement Fund (but without any interest thereon), to such Holder by book-entry transfer or other appropriate procedures pursuant to Section 4.10. The Person in whose name any shares of the Common Stock Subordinate Voting Shares shall be issuable upon such Early Settlement of a Purchase Contract shall be treated as the holder of record of such shares as of the close of business on the relevant Early Settlement Date. (e) In the event that Early Settlement is effected with respect to Purchase Contracts that are a component of Units, upon such Early Settlement, the Company shall execute and the U.S. Trustee shall authenticate (pursuant to the Indenture) on behalf of the Holder and deliver to the Holder thereof, at the expense of the Company, Separate Notes, in same form as the Notes comprising part of the Units, equal to the number of Purchase Contracts as to which Early Settlement was effected. (f) In the event that Early Settlement is effected with respect to Purchase Contracts represented by less than all the Purchase Contracts evidenced by a Security, upon such Early Settlement, the Company shall execute and the Purchase Contract Agent and U.S. Trustee shall authenticate on behalf of the Holder and deliver to the Holder thereof, at the expense of the Company, a Security evidencing the Purchase Contracts as to which Early Settlement was not effected. (g) Upon receipt of any Early Settlement Notice pursuant to Section 4.06(b), the Purchase Contract Agent shall promptly deliver a copy of such Early Settlement Notice to the Company.

Early Settlement. (a) Subject to and upon compliance with the provisions of this Section 4.065.8, at the option of the Holder thereof, Purchase Contracts underlying Securities, having an aggregate Stated Amount equal to $1,000 or an integral multiple thereof, may be settled early ("Early Settlement") in the case of Income PRIDES on or prior to the close of business on the second Scheduled Trading fifth Business Day immediately preceding the Scheduled Mandatory Purchase Contract Settlement Date, a Holder may elect to settle its Purchase Contracts early, in whole or in part, at the Early Settlement Rate (“Early Settlement Right”). (b) A Holder’s right to receive Common Stock upon Early Settlement of any of its Purchase Contracts is subject to the following conditions (Date and in the case of Global Securities, subject Growth PRIDES on or prior to the applicable procedures second Business Day immediately preceding the Purchase Contract Settlement Date, in each case, as provided herein. In order to exercise the right to effect Early Settlement with respect to any Purchase Contracts, the Holder of the Depositary): Certificate evidencing Securities shall deliver such Certificate to the Agent at the Corporate Trust Office duly endorsed for transfer to the Company or in blank with the form of Election to Settle Early on the reverse thereof duly completed and accompanied by payment (payable to the Company in immediately available funds in an amount (the "Early Settlement Amount") equal to (i) delivery the product of a written and signed notice (A) the Stated Amount times (B) the number of election (an “Purchase Contracts with respect to which the Holder has elected to effect Early Settlement Notice”plus (ii) in the form attached case of Income PRIDES Certificates, if such delivery is made with respect to any Purchase Contracts during the Purchase Contract to the Purchase Contract Agent electing Early Settlement of such Purchase Contract; and (ii) satisfaction of the conditions set forth in Section 4.04. (c) If a Holder complies with the requirements set forth in Section 4.06(b) prior to period from the close of business on any Record Date next preceding any Payment Date to the opening of business on such Payment Date, an amount equal to the sum of the dividends on the related Senior Notes payable on such Payment Date. Except as provided in the immediately preceding sentence, no payment or adjustment shall be made upon Early Settlement of any Purchase Contract on account of any dividends on the Common Stock issued upon such Early Settlement. If the foregoing requirements are first satisfied with respect to Purchase Contracts underlying any Securities at or prior to 5:00 p.m., New York City time, on a Business Day, then that Business Day such day shall be considered the “"Early Settlement Date.” If " with respect to such Securities and if such requirements are first satisfied after 5:00 p.m., New York City time, on a Holder complies with the requirements set forth in Section 4.06(b) at or after the close of business on any Business Day or at any time on a day that is not a Business Day, then the "Early Settlement Date" with respect to such Securities shall be the next succeeding Business Day shall be considered the “Early Settlement DateDay.” (d) On the second Business Day following the Early Settlement Date, subject to satisfaction of the conditions set forth in Section 4.06(b) by a Holder with respect to any of its Purchase Contracts, the Company shall cause a number of shares of Common Stock per Purchase Contract equal to the Early Settlement Rate to be issued and delivered, together with payment of (i) any cash payable in lieu of fractional shares pursuant to Section 4.12 and (ii) any dividends or distributions with respect to such shares constituting part of the Purchase Contract Settlement Fund (but without any interest thereon), to such Holder by book-entry transfer or other appropriate procedures pursuant to Section 4.10. The Person in whose name any shares of the Common Stock shall be issuable upon such Early Settlement of a Purchase Contract shall be treated as the holder of record of such shares as of the close of business on the relevant Early Settlement Date. (e) In the event that Early Settlement is effected with respect to Purchase Contracts that are a component of Units, upon such Early Settlement, the Company shall execute and the Trustee shall authenticate (pursuant to the Indenture) on behalf of the Holder and deliver to the Holder thereof, at the expense of the Company, Separate Notes, in same form as the Notes comprising part of the Units, equal to the number of Purchase Contracts as to which Early Settlement was effected. (f) In the event that Early Settlement is effected with respect to Purchase Contracts represented by less than all the Purchase Contracts evidenced by a Security, upon such Early Settlement, the Company shall execute and the Purchase Contract Agent and Trustee shall authenticate on behalf of the Holder and deliver to the Holder thereof, at the expense of the Company, a Security evidencing the Purchase Contracts as to which Early Settlement was not effected. (g) Upon receipt of any Early Settlement Notice pursuant to Section 4.06(b), the Purchase Contract Agent shall promptly deliver a copy of such Early Settlement Notice to the Company.

Early Settlement. (a) Subject to and upon compliance with the provisions of this Section 4.065.9, at the option of the Holder thereof, Purchase Contracts underlying Securities, having an aggregate Stated Amount equal to $1,000 or an integral multiple thereof, may be settled early ("Early Settlement") in the case of Income PRIDES (unless a Tax Event Redemption has occurred) on or prior to the close of business on the second Scheduled Trading fifth Business Day immediately preceding the Scheduled Mandatory Purchase Contract Settlement Date, a Holder may elect to settle its Purchase Contracts early, in whole or in part, at the Early Settlement Rate (“Early Settlement Right”). (b) A Holder’s right to receive Common Stock upon Early Settlement of any of its Purchase Contracts is subject to the following conditions (Date and in the case of Global Securities, subject Growth PRIDES on or prior to the applicable procedures second Business Day immediately preceding the Purchase Contract Settlement Date, in each case, as provided herein; provided however, that if a Tax Event Redemption has occurred and the Treasury Portfolio has become a component of the Depositary): Income PRIDES Purchase Contracts, underlying Income PRIDES may be settled early, on or prior to the second Business Day immediately preceding the Purchase Contract Settlement Date, but only in an aggregate amount of $1,600,000 or in an integral multiple thereof. In order to exercise the right to effect Early Settlement with respect to any Purchase Contracts, the Holder of the Certificate evidencing Securities shall deliver such Certificate to the Agent at the Corporate Trust Office duly endorsed for transfer to the Company or in blank with the form of Election to Settle Early on the reverse thereof duly completed and accompanied by payment (payable to the Company in immediately available funds in an amount (the "Early Settlement Amount") equal to (i) delivery the product of a written and signed notice (A) the Stated Amount times (B) the number of election (an “Purchase Contracts with respect to which the Holder has elected to effect Early Settlement Notice”) in the form attached to the Purchase Contract to the Purchase Contract Agent electing Early Settlement of such Purchase Contract; and plus (ii) satisfaction of if such delivery is made with respect to any Purchase Contracts during the conditions set forth in Section 4.04. (c) If a Holder complies with the requirements set forth in Section 4.06(b) prior to period from the close of business on any Record Date next preceding any Payment Date to the opening of business on such Payment Date, an amount equal to the sum of (x) the Contract Adjustment Payments payable on such Payment Date with respect to such Purchase Contracts plus (y) in the case of Income PRIDES Certificate, the distributions on the related Preferred Securities payable on such Payment Date. Except as provided in the immediately preceding sentence and subject to the second to last paragraph of Section 5.2, no payment or adjustment shall be made upon Early Settlement of any Purchase Contract on account of any Contract Adjustment Payments accrued on such Purchase Contract or on account of any dividends on the Common Stock issued upon such Early Settlement. If the foregoing requirements are first satisfied with respect to Purchase Contracts underlying any Securities at or prior to 5:00 p.m., New York City time, on a Business Day, then that Business Day such day shall be considered the “"Early Settlement Date.” If " with respect to such Securities and if such requirements are first satisfied after 5:00 p.m., New York City time, on a Holder complies with the requirements set forth in Section 4.06(b) at or after the close of business on any Business Day or at any time on a day that is not a Business Day, then the "Early Settlement Date" with respect to such Securities shall be the next succeeding Business Day shall be considered the “Early Settlement DateDay.” (d) On the second Business Day following the Early Settlement Date, subject to satisfaction of the conditions set forth in Section 4.06(b) by a Holder with respect to any of its Purchase Contracts, the Company shall cause a number of shares of Common Stock per Purchase Contract equal to the Early Settlement Rate to be issued and delivered, together with payment of (i) any cash payable in lieu of fractional shares pursuant to Section 4.12 and (ii) any dividends or distributions with respect to such shares constituting part of the Purchase Contract Settlement Fund (but without any interest thereon), to such Holder by book-entry transfer or other appropriate procedures pursuant to Section 4.10. The Person in whose name any shares of the Common Stock shall be issuable upon such Early Settlement of a Purchase Contract shall be treated as the holder of record of such shares as of the close of business on the relevant Early Settlement Date. (e) In the event that Early Settlement is effected with respect to Purchase Contracts that are a component of Units, upon such Early Settlement, the Company shall execute and the Trustee shall authenticate (pursuant to the Indenture) on behalf of the Holder and deliver to the Holder thereof, at the expense of the Company, Separate Notes, in same form as the Notes comprising part of the Units, equal to the number of Purchase Contracts as to which Early Settlement was effected. (f) In the event that Early Settlement is effected with respect to Purchase Contracts represented by less than all the Purchase Contracts evidenced by a Security, upon such Early Settlement, the Company shall execute and the Purchase Contract Agent and Trustee shall authenticate on behalf of the Holder and deliver to the Holder thereof, at the expense of the Company, a Security evidencing the Purchase Contracts as to which Early Settlement was not effected. (g) Upon receipt of any Early Settlement Notice pursuant to Section 4.06(b), the Purchase Contract Agent shall promptly deliver a copy of such Early Settlement Notice to the Company.

Early Settlement. (a) Subject to and upon compliance with the provisions of this Section 4.065.07, at the option of the Holder thereof, Purchase Contracts underlying Securities may be settled early ("EARLY SETTLEMENT") on or prior to the close of business 5:00 p.m. (New York City time) on the second Scheduled Trading seventh Business Day immediately preceding the Scheduled Mandatory Purchase Contract Settlement Date, a Holder . Holders of Treasury Stock Purchase Units may elect to only settle its the related Purchase Contracts early, in whole or in part, at integral multiples of 40 Purchase Contracts. In order to exercise the right to effect Early Settlement Rate (“Early Settlement Right”). (b) A Holder’s right with respect to receive Common Stock upon Early Settlement of any of its Purchase Contracts is subject to Contracts, the following conditions (in the case of Global Securities, subject to the applicable procedures Holder of the Depositary): (i) delivery of a written and signed notice of election (an “Early Settlement Notice”) in the form attached to the Purchase Contract Certificate evidencing Securities shall deliver to the Purchase Contract Agent electing at the Corporate Trust Office an "Election to Settle Early" form (on the reverse side of the Certificate) and any other documents requested by the Purchase Contract Agent and accompanied by payment (payable to the Company in immediately available funds) in an amount (the "EARLY SETTLEMENT AMOUNT") equal to the product of (i) (A) the Stated Amount times (B) the number of Purchase Contracts with respect to which the Holder has elected to effect Early Settlement of such Purchase Contract; and Settlement, plus (ii) satisfaction of if such delivery is made with respect to any Purchase Contracts during the conditions set forth in Section 4.04. (c) If a Holder complies with the requirements set forth in Section 4.06(b) prior to period from the close of business on any Record Date next preceding any Payment Date to the opening of business on such Payment Date, an amount equal to the Purchase Contract Payments payable on such Payment Date with respect to such Purchase Contracts. Except as provided in the immediately preceding sentence and subject to Section 5.11(c), no payment shall be made upon Early Settlement of any Purchase Contract on account of any Purchase Contract Payments accrued on such Purchase Contract or on account of dividends payable on the Common Stock issued upon such Early Settlement, the record date for which payment occurs prior to the Early Settlement Date. If the foregoing requirements are first satisfied with respect to Purchase Contracts underlying any Securities prior to or at 5:00 p.m. (New York City time) on a Business Day, then that Business Day such day shall be considered the “Early Settlement Date.” If "EARLY SETTLEMENT DATE" with respect to such Securities and if such requirements are first satisfied after 5:00 p.m. (New York City time) on a Holder complies with the requirements set forth in Section 4.06(b) at or after the close of business on any Business Day or at any time on a day that is not a Business Day, then the "EARLY SETTLEMENT DATE" with respect to such Securities shall be the next succeeding Business Day shall be considered (so long as such next succeeding Business Day is not later than the “seventh Business Day immediately preceding the Purchase Contract Settlement Date). (b) No Early Settlement Date.” (d) On will be permitted under this Section 5.07 unless, at the second Business Day following time of delivery of the Election to Settle Early form or time the Early Settlement Dateis effected, subject to satisfaction of the conditions set forth in Section 4.06(b) by a Holder there is an effective Registration Statement with respect to any of its Purchase Contracts, the Company shall cause a number of shares of Common Stock per Purchase Contract equal to the Early Settlement Rate to be issued and delivered, together delivered in connection with payment of (i) any cash payable in lieu of fractional shares pursuant to Section 4.12 and (ii) any dividends or distributions with respect to such shares constituting part of the Purchase Contract Settlement Fund (but without any interest thereon), to such Holder by book-entry transfer or other appropriate procedures pursuant to Section 4.10. The Person in whose name any shares of the Common Stock shall be issuable upon such Early Settlement of a Purchase Contract shall be treated as the holder of record of such shares as of the close of business on the relevant Early Settlement Date. (e) In the event that Early Settlement is effected with respect to Purchase Contracts that are a component of Units, upon such Early Settlement, if such a Registration Statement is required (in the view of counsel, which need not be in the form of a written opinion, for either the Company shall execute or the Purchase Contract Agent) under the Securities Act. If such a Registration Statement is so required, the Company covenants and agrees to use its best efforts to (A) have in effect a Registration Statement covering the Trustee shall authenticate (pursuant shares of Common Stock to the Indenture) on behalf be delivered in respect of the Holder and deliver to the Holder thereof, at the expense of the Company, Separate Notes, in same form as the Notes comprising part of the Units, equal to the number of Purchase Contracts as to which Early Settlement was effected. (f) In the event that Early Settlement is effected with respect to Purchase Contracts represented by less than all the Purchase Contracts evidenced by being settled and (B) provide a SecurityProspectus in connection therewith, upon such Early Settlement, the Company shall execute and in each case in a form that the Purchase Contract Agent and Trustee shall authenticate on behalf of the Holder and deliver to the Holder thereof, at the expense of the Company, a Security evidencing the Purchase Contracts as to which Early Settlement was not effected. (g) Upon receipt of any Early Settlement Notice pursuant to Section 4.06(b), the Purchase Contract Agent shall promptly deliver a copy of may use in connection with such Early Settlement Notice to the CompanySettlement.

Early Settlement. (a) a Subject to and upon compliance with the provisions of this Section 4.065.9, at the option of the Holder thereof, Purchase Contracts underlying Securities may be settled early ("Early Settlement") prior to the close of business or on the second Scheduled Trading seventh Business Day immediately preceding the Scheduled Mandatory Purchase Contract Settlement Date, a Holder may elect as provided herein. In order to settle its Purchase Contracts early, in whole or in part, at exercise the right to effect Early Settlement Rate (“Early Settlement Right”). (b) A Holder’s right with respect to receive Common Stock upon Early Settlement of any of its Purchase Contracts is subject to Contracts, the following conditions (in the case of Global Securities, subject to the applicable procedures Holder of the Depositary): (i) delivery of a written and signed notice of election (an “Early Settlement Notice”) in the form attached to the Purchase Contract Certificate evidencing Securities shall deliver such Certificates to the Purchase Contract Agent electing at the Corporate Trust Office duly endorsed for transfer to the Company or in blank with the form of Election to Settle Early on the reverse thereof duly completed and accompanied by payment (payable to the Company in immediately available funds) in an amount (the "Early Settlement of such Purchase Contract; andAmount") equal to: (ii1) satisfaction the product of (A) the conditions set forth in Section 4.04.Stated Amount times (B) the number of Purchase Contracts with respect to which the Holder has elected to effect Early Settlement, plus (c2) If a Holder complies if such delivery is made with respect to any Purchase Contracts during the requirements set forth in Section 4.06(b) prior to period from the close of business on any Record Date next preceding any Payment Date to the opening of business on such Payment Date, an amount equal to the sum of (x) the Purchase Contract Payments payable on such Payment Date with respect to such Purchase Contracts plus (y) in the case of a PEPS Units Certificate, the interest on the related Senior Deferrable Notes payable on such Payment Date. Except as provided in the immediately preceding sentence and subject to the second to last paragraph of Section 5.2, no payment shall be made upon Early Settlement of any Purchase Contract on account of any Purchase Contract Payments accrued on such Purchase Contract or on account of any dividends on the Georgia- Pacific Group Stock issued upon such Early Settlement. If the foregoing requirements are first satisfied with respect to Purchase Contracts 47 underlying any Securities prior to or at 5:00 p.m. (New York City time) on a Business Day, then that Business Day such day shall be considered the “"Early Settlement Date.” If " with respect to such Securities and if such requirements are first satisfied after 5:00 p.m. (New York City time) on a Holder complies with the requirements set forth in Section 4.06(b) at or after the close of business on any Business Day or at any time on a day that is not a Business Day, then the "Early Settlement Date" with respect to such Securities shall be the next succeeding Business Day Day. (b Upon Early Settlement of Purchase Contracts by a Holder of the related Securities, the Company shall issue, and the Holder shall be considered the “entitled to receive, . shares of Georgia-Pacific Group Stock on account of each Purchase Contract as to which Early Settlement Dateis effected (the "Early Settlement Rate"). The Early Settlement Rate shall be adjusted in the same manner and at the same time as the Settlement Rate is adjusted.” (d) On c No later than the second third Business Day following after the applicable Early Settlement Date, subject to satisfaction of the conditions set forth in Section 4.06(b) by a Holder with respect to any of its Purchase Contracts, the Company shall cause a number of cause: (1) the shares of Common Georgia-Pacific Group Stock per Purchase Contract equal to the issuable upon Early Settlement Rate of Purchase Contracts to be issued and delivered, together with payment of (i) any cash payable in lieu of fractional shares pursuant any fraction of a share, as provided in Section 5.11; and (2) the related Senior Deferrable Notes, in the case of PEPS Units, or the related Treasury Securities, in the case of Treasury PEPS Units, to Section 4.12 be released from the Pledge by the Collateral Agent and (ii) any dividends or distributions with respect transferred, in each case, to such shares constituting part of the Purchase Contract Agent for delivery to the Holder thereof or its designee. (d Upon Early Settlement Fund (but without of any interest thereon)Purchase Contracts, and subject to such Holder by book-entry transfer or other appropriate procedures pursuant to Section 4.10. The Person in whose name any receipt of shares of Georgia-Pacific Group Stock from the Common Company and the Senior Deferrable Notes or Treasury Securities, as the case may be, from the Securities Intermediary, as applicable, the Purchase Contract Agent shall, in accordance with the instructions provided by the Holder thereof on the applicable form of Election to Settle Early on the reverse of the Certificate evidencing the related Securities: (1) transfer to the Holder the Senior Deferrable Notes or Treasury Securities, as the case may be, forming a part of such Securities; and (2) deliver to the Holder a certificate or certificates for the full number of shares of Georgia-Pacific Group Stock shall be issuable upon such Early Settlement Settlement, together with payment in lieu of any fraction of a Purchase Contract shall be treated share, as the holder of record of such shares as of the close of business on the relevant Early Settlement Dateprovided in Section 5.11. (e) e In the event that Early Settlement is effected with respect to Purchase Contracts that are underlying less than all the Securities evidenced by a component of UnitsCertificate, upon such Early Settlement, the Company shall execute and the Trustee shall authenticate (pursuant to the Indenture) on behalf of the Holder and deliver to the Holder thereof, at the expense of the Company, Separate Notes, in same form as the Notes comprising part of the Units, equal to the number of Purchase Contracts as to which Early Settlement was effected. (f) In the event that Early Settlement is effected with respect to Purchase Contracts represented by less than all the Purchase Contracts evidenced by a Security, upon such Early Settlement, the Company shall execute and the Purchase Contract Agent and Trustee shall authenticate on behalf of the Holder authenticate, countersign and deliver to the Holder thereof, at the expense of the Company, a Security Certificate evidencing the Purchase Contracts Securities as to which Early Settlement was not effected. (g) Upon receipt of any Early Settlement Notice pursuant to Section 4.06(b), the Purchase Contract Agent shall promptly deliver a copy of such Early Settlement Notice to the Company.

Early Settlement. (a) Subject to and upon compliance with the provisions of this Section 4.06, prior to the close of business on the second Scheduled Trading Day immediately preceding the Scheduled Mandatory Settlement Date, a Holder may elect to settle its Purchase Contracts early, in whole or in part5.9, at the option of the Holder thereof, Purchase Contracts underlying Securities, having an aggregate Stated Amount equal to $1,000 or an integral multiple thereof, may be settled early ("Early Settlement") as provided herein. In order to exercise the right to effect Early Settlement Rate with respect to any Purchase Contracts, the Holder of the Certificate evidencing such Purchase Contracts shall deliver such Certificate to the Agent at the Corporate Trust Office duly endorsed for transfer to the Company or in blank with the form of Election to Settle Early on the reverse thereof duly completed and accompanied by payment in the form of a certified or cashier's check payable to the order of the Company in an amount (“the "Early Settlement Right”). (bAmount") A Holder’s right equal to receive Common Stock upon Early Settlement of any of its Purchase Contracts is subject to the following conditions (in the case of Global Securities, subject to the applicable procedures of the Depositary): (i) delivery the product of a written and signed notice (A) the Stated Amount times (B) the number of election (an “Purchase Contracts with respect to which the Holder has elected to effect Early Settlement Notice”) in the form attached to the Purchase Contract to the Purchase Contract Agent electing Early Settlement of such Purchase Contract; and plus (ii) satisfaction of if such delivery is made with respect to any Purchase Contracts during the conditions set forth in Section 4.04. (c) If a Holder complies with the requirements set forth in Section 4.06(b) prior to period from the close of business on any Record Date next preceding any Payment Date to the opening of business on such Payment Date, an amount equal to the sum of (x) the Contract Adjustment Payments payable on such Payment Date with respect to such Purchase Contracts plus (y) in the case of Income PRIDES Certificate, the distributions on the related Preferred Securities payable on such Payment Date. Except as provided in the immediately preceding sentence and subject to the second to last paragraph of Section 5.2, no payment or adjustment shall be made upon Early Settlement of any Purchase Contract on account of any Contract Adjustment Payments accrued on such Purchase Contract or on account of any dividends on the Common Stock issued upon such Early Settlement. If the foregoing requirements are first satisfied with respect to Purchase Contracts underlying any Securities at or prior to 5:00 p.m., New York City time, on a Business Day, then that Business Day such day shall be considered the “"Early Settlement Date.” If " with respect to such Securities and if such requirements are first satisfied after 5:00 p.m., New York City time, on a Holder complies with the requirements set forth in Section 4.06(b) at or after the close of business on any Business Day or at any time on a day that is not a Business Day, then the "Early Settlement Date" with respect to such Securities shall be the next succeeding Business Day shall be considered the “Early Settlement DateDay.” (d) On the second Business Day following the Early Settlement Date, subject to satisfaction of the conditions set forth in Section 4.06(b) by a Holder with respect to any of its Purchase Contracts, the Company shall cause a number of shares of Common Stock per Purchase Contract equal to the Early Settlement Rate to be issued and delivered, together with payment of (i) any cash payable in lieu of fractional shares pursuant to Section 4.12 and (ii) any dividends or distributions with respect to such shares constituting part of the Purchase Contract Settlement Fund (but without any interest thereon), to such Holder by book-entry transfer or other appropriate procedures pursuant to Section 4.10. The Person in whose name any shares of the Common Stock shall be issuable upon such Early Settlement of a Purchase Contract shall be treated as the holder of record of such shares as of the close of business on the relevant Early Settlement Date. (e) In the event that Early Settlement is effected with respect to Purchase Contracts that are a component of Units, upon such Early Settlement, the Company shall execute and the Trustee shall authenticate (pursuant to the Indenture) on behalf of the Holder and deliver to the Holder thereof, at the expense of the Company, Separate Notes, in same form as the Notes comprising part of the Units, equal to the number of Purchase Contracts as to which Early Settlement was effected. (f) In the event that Early Settlement is effected with respect to Purchase Contracts represented by less than all the Purchase Contracts evidenced by a Security, upon such Early Settlement, the Company shall execute and the Purchase Contract Agent and Trustee shall authenticate on behalf of the Holder and deliver to the Holder thereof, at the expense of the Company, a Security evidencing the Purchase Contracts as to which Early Settlement was not effected. (g) Upon receipt of any Early Settlement Notice pursuant to Section 4.06(b), the Purchase Contract Agent shall promptly deliver a copy of such Early Settlement Notice to the Company.

Early Settlement. (a) Subject to and upon compliance with the provisions of this Section 4.065.9, at the option of the Holder thereof, Purchase Contracts underlying Securities may be settled early ("Early Settlement") on or prior to the close of business 5:00 p.m. (New York City time) on the second Scheduled Trading seventh Business Day immediately preceding the Scheduled Mandatory Purchase Contract Settlement Date, a Holder as provided herein. Holders of Treasury SPC Units may elect to only settle its the related Purchase Contracts early, in whole or in part, at integral multiples of 40 Purchase Contracts. In order to exercise the right to effect Early Settlement Rate (“Early Settlement Right”). (b) A Holder’s right with respect to receive Common Stock upon Early Settlement of any of its Purchase Contracts is subject to Contracts, the following conditions (in the case of Global Securities, subject to the applicable procedures Holder of the Depositary): (i) delivery of a written and signed notice of election (an “Early Settlement Notice”) in the form attached to the Purchase Contract Certificate evidencing Securities shall deliver such Certificates to the Purchase Contract Agent electing at the Corporate Trust Office duly endorsed for transfer to the Company or in blank with the form of Election to Settle Early on the reverse thereof duly completed and accompanied by payment (payable to the Company in immediately available funds) in an amount (the "Early Settlement of such Purchase Contract; andAmount") equal to: (ii1) satisfaction the product of (A) the conditions set forth in Section 4.04.Stated Amount times (B) the number of Purchase Contracts with respect to which the Holder has elected to effect Early Settlement, plus (c2) If a Holder complies if such delivery is made with respect to any Purchase Contracts during the requirements set forth in Section 4.06(b) prior to period from the close of business on any Record Date next preceding any Payment Date to the opening of business on such Payment Date, an amount equal to the sum of (x) the Purchase Contract Payments payable on such Payment Date with respect to such Purchase Contracts plus (y) in the case of a SPC Units Certificate, the [distributions or] interest on the related [Preferred Securities or] Notes payable on such Payment Date.] Except as provided in the immediately preceding sentence and subject to the second to last paragraph of Section 5.2, no payment shall be made upon Early Settlement of any Purchase Contract on account of any Purchase Contract Payments accrued on such Purchase Contract or on account of any dividends on the Common Stock issued upon such Early Settlement. If the foregoing requirements are first satisfied with respect to Purchase Contracts underlying any Securities prior to or at 5:00 p.m. (New York City time) on a Business Day, then that Business Day such day shall be considered the “"Early Settlement Date.” If " with respect to such Securities and if such requirements are first satisfied after 5:00 p.m. (New York City time) on a Holder complies with the requirements set forth in Section 4.06(b) at or after the close of business on any Business Day or at any time on a day that is not a Business Day, then the "Early Settlement Date" with respect to such Securities shall be the next succeeding Business Day shall be considered the “Early Settlement DateDay.” (d) On the second Business Day following the Early Settlement Date, subject to satisfaction of the conditions set forth in Section 4.06(b) by a Holder with respect to any of its Purchase Contracts, the Company shall cause a number of shares of Common Stock per Purchase Contract equal to the Early Settlement Rate to be issued and delivered, together with payment of (i) any cash payable in lieu of fractional shares pursuant to Section 4.12 and (ii) any dividends or distributions with respect to such shares constituting part of the Purchase Contract Settlement Fund (but without any interest thereon), to such Holder by book-entry transfer or other appropriate procedures pursuant to Section 4.10. The Person in whose name any shares of the Common Stock shall be issuable upon such Early Settlement of a Purchase Contract shall be treated as the holder of record of such shares as of the close of business on the relevant Early Settlement Date. (e) In the event that Early Settlement is effected with respect to Purchase Contracts that are a component of Units, upon such Early Settlement, the Company shall execute and the Trustee shall authenticate (pursuant to the Indenture) on behalf of the Holder and deliver to the Holder thereof, at the expense of the Company, Separate Notes, in same form as the Notes comprising part of the Units, equal to the number of Purchase Contracts as to which Early Settlement was effected. (f) In the event that Early Settlement is effected with respect to Purchase Contracts represented by less than all the Purchase Contracts evidenced by a Security, upon such Early Settlement, the Company shall execute and the Purchase Contract Agent and Trustee shall authenticate on behalf of the Holder and deliver to the Holder thereof, at the expense of the Company, a Security evidencing the Purchase Contracts as to which Early Settlement was not effected. (g) Upon receipt of any Early Settlement Notice pursuant to Section 4.06(b), the Purchase Contract Agent shall promptly deliver a copy of such Early Settlement Notice to the Company.

Early Settlement. (a) Subject to and upon compliance with the provisions of this Section 4.065.9, Purchase Contracts underlying Units having an aggregate Stated Amount equal to $1,000 or an integral multiple thereof, may, at the option of the Holder thereof, be settled early (Early Settlement) on or prior to 10:00 a.m. on the seventh Business Day immediately preceding the Stock Purchase Date. In order to exercise the right to effect Early Settlement with respect to any Purchase Contracts, the Holder of the Certificate evidencing the related Units shall deliver such Certificate to the Agent at the Corporate Trust Office duly endorsed for transfer to the Company or in blank with the form of Election to Settle Early on the reverse thereof duly completed and accompanied by payment payable to the Company in immediately available funds in an amount (the Early Settlement Amount) equal to (A) the product of (i) the Stated Amount of such Units multiplied by (ii) the number of Purchase Contracts with respect to which the Holder has elected to effect Early Settlement, plus (B) if such delivery is made with respect to any Purchase Contracts during the period from close of business on any Record Date next preceding any Payment Date to the second Scheduled Trading Day opening of business on such Payment Date, an amount equal to the Contract Adjustment Payments, if any, payable on such Payment Date with respect to such Purchase Contracts; provided that no payment shall be required pursuant to clause (B) of this sentence if the Company shall have elected to defer the Contract Adjustment Payments which would otherwise be payable on such Payment Date. Except as provided in the immediately preceding the Scheduled Mandatory Settlement Datesentence and subject to Section 5.2(d), a Holder may elect to settle its Purchase Contracts early, in whole no payment or in part, at the Early Settlement Rate (“Early Settlement Right”). (b) A Holder’s right to receive Common Stock adjustment shall be made upon Early Settlement of any Purchase Contract on any Contract Adjustment Payments accrued on such Purchase Contract or on account of its any dividends on the Common Stock issued upon such Early Settlement. If the foregoing requirements are first satisfied with respect to Purchase Contracts is subject to the following conditions (in the case of Global Securities, subject to the applicable procedures of the Depositary): (i) delivery of a written and signed notice of election (an “Early Settlement Notice”) in the form attached to the Purchase Contract to the Purchase Contract Agent electing Early Settlement of such Purchase Contract; and (ii) satisfaction of the conditions set forth in Section 4.04. (c) If a Holder complies with the requirements set forth in Section 4.06(b) underlying any Unit at or prior to the close of business 5:00 p.m., New York City time, on any a Business Day, then that Business Day such day shall be considered the “Early Settlement Date.” If Date with respect to such Unit and if such requirements are first satisfied after 5:00 p.m., New York City time, on a Holder complies with the requirements set forth in Section 4.06(b) at or after the close of business on any Business Day or at any time on a day that is not a Business Day, then the Early Settlement Date with respect to such Units shall be the next succeeding Business Day shall be considered the “Early Settlement DateDay.” (d) On the second Business Day following the Early Settlement Date, subject to satisfaction of the conditions set forth in Section 4.06(b) by a Holder with respect to any of its Purchase Contracts, the Company shall cause a number of shares of Common Stock per Purchase Contract equal to the Early Settlement Rate to be issued and delivered, together with payment of (i) any cash payable in lieu of fractional shares pursuant to Section 4.12 and (ii) any dividends or distributions with respect to such shares constituting part of the Purchase Contract Settlement Fund (but without any interest thereon), to such Holder by book-entry transfer or other appropriate procedures pursuant to Section 4.10. The Person in whose name any shares of the Common Stock shall be issuable upon such Early Settlement of a Purchase Contract shall be treated as the holder of record of such shares as of the close of business on the relevant Early Settlement Date. (e) In the event that Early Settlement is effected with respect to Purchase Contracts that are a component of Units, upon such Early Settlement, the Company shall execute and the Trustee shall authenticate (pursuant to the Indenture) on behalf of the Holder and deliver to the Holder thereof, at the expense of the Company, Separate Notes, in same form as the Notes comprising part of the Units, equal to the number of Purchase Contracts as to which Early Settlement was effected. (f) In the event that Early Settlement is effected with respect to Purchase Contracts represented by less than all the Purchase Contracts evidenced by a Security, upon such Early Settlement, the Company shall execute and the Purchase Contract Agent and Trustee shall authenticate on behalf of the Holder and deliver to the Holder thereof, at the expense of the Company, a Security evidencing the Purchase Contracts as to which Early Settlement was not effected. (g) Upon receipt of any Early Settlement Notice pursuant to Section 4.06(b), the Purchase Contract Agent shall promptly deliver a copy of such Early Settlement Notice to the Company.

Early Settlement. Purchase Contracts may be settled early (a"Early Settlement") Subject to and upon compliance with in the provisions case of this Section 4.06, Type A Securities (unless a Tax Event Redemption has occurred) on or prior to the close of business on the second Scheduled Trading fifth Business Day immediately preceding the Scheduled Mandatory Purchase Contract Settlement Date, a Holder may elect to settle its Purchase Contracts early, but only in whole or in part, at the Early Settlement Rate (“Early Settlement Right”). (b) integral multiples of ____ Type A Holder’s right to receive Common Stock upon Early Settlement of any of its Purchase Contracts is subject to the following conditions (Securities and in the case of Global Type B Securities on or prior to the second Business Day immediately preceding the Purchase Contract Settlement Date, but only in integral multiples of ______ Type B Securities, subject in each case, as provided herein; provided however, that if a Tax Event Redemption has occurred and the Treasury Portfolio has become a component of the Type A Securities, Purchase Contracts underlying Type A Securities may be settled early, on or prior to the applicable procedures second Business Day immediately preceding the Purchase Contract Settlement Date, but only in an aggregate amount of $_________ or in an integral multiple thereof. In order to exercise the right to any such Early Settlement with respect to any Purchase Contracts, the Holder of the Depositary): Certificate evidencing Securities shall deliver such Certificate to the Agent at the Corporate Trust Office duly endorsed for transfer to the Company or in blank with the form of Election to Settle Early on the reverse thereof duly completed and accompanied by payment (payable to the Company in immediately available funds in an amount (the "Early Settlement Amount") equal to the sum of (i) delivery $_______ times the number of a written and signed notice of election (an “Purchase Contracts with respect to which the Holder has elected to effect Early Settlement Notice”) in the form attached to the Purchase Contract to the Purchase Contract Agent electing Early Settlement of such Purchase Contract; and plus (ii) satisfaction of if such delivery is made with respect to any Purchase Contracts during the conditions set forth in Section 4.04. (c) If a Holder complies with the requirements set forth in Section 4.06(b) prior to period from the close of business on any Business Day, then that Business Day shall be considered Record Date next preceding any Payment Date to the “Early Settlement Date.” If a Holder complies with the requirements set forth in Section 4.06(b) at or after the close opening of business on any Business Day or at any time on a day that is not a Business Day, then the next succeeding Business Day shall be considered the “Early Settlement Date.” (d) On the second Business Day following the Early Settlement such Payment Date, subject to satisfaction of the conditions set forth in Section 4.06(b) by a Holder with respect to any of its Purchase Contracts, the Company shall cause a number of shares of Common Stock per Purchase Contract an amount equal to the Early Settlement Rate to be issued and delivered, together with payment of (i) any cash Contract Adjustment Payments payable in lieu of fractional shares pursuant to Section 4.12 and (ii) any dividends or distributions on such Payment Date with respect to such shares constituting part Purchase Contracts. Except as provided in the immediately preceding sentence and subject to the second to last paragraph of the Section 5.2, no payment or adjustment shall be made upon Early Settlement of any Purchase Contract Settlement Fund (but without on account of any interest thereon), to Contract Adjustment Payments accrued on such Holder by book-entry transfer Purchase Contract or other appropriate procedures pursuant to Section 4.10. The Person in whose name on account of any shares of dividends on the Common Stock shall be issuable upon such Early Settlement of a Purchase Contract shall be treated as the holder of record of such shares as of the close of business on the relevant Early Settlement Date. (e) In the event that Early Settlement is effected with respect to Purchase Contracts that are a component of Units, issued upon such Early Settlement, the Company shall execute and the Trustee shall authenticate (pursuant to the Indenture) on behalf . In order for any of the Holder and deliver foregoing requirements to the Holder thereof, at the expense of the Company, Separate Notes, in same form be considered as the Notes comprising part of the Units, equal to the number of Purchase Contracts as to which Early Settlement was effected. (f) In the event that Early Settlement is effected satisfied with respect to a Purchase Contracts represented by less than all the Purchase Contracts evidenced Contract underlying any Security on or by a Securityparticular Business Day, upon such Early Settlementrequirement must be met at or prior to 5:00 p.m., New York City time, on such Business Day, the Company shall execute and the Purchase Contract Agent and Trustee shall authenticate first Business Day on behalf which all of the Holder and deliver to foregoing such requirements have been satisfied by 5:00 p.m., New York City time, shall be the Holder thereof, at the expense of the Company, a Security evidencing the Purchase Contracts as to which "Early Settlement was not effectedDate" with respect to such Security. (g) Upon receipt of any Early Settlement Notice pursuant to Section 4.06(b), the Purchase Contract Agent shall promptly deliver a copy of such Early Settlement Notice to the Company.

Early Settlement. (a) Subject to and upon compliance with the provisions of this Section 4.06, prior to the close of business on the second third Scheduled Trading Day immediately preceding the Scheduled Mandatory Settlement Date, a Holder may elect to settle its Purchase Contracts early, in whole or in part, at the Early Settlement Rate (“Early Settlement Right”). (b) A Holder’s right to receive Class A Common Stock upon Early Settlement of any of its Purchase Contracts is subject to the following conditions (in the case of Global Securities, subject to the applicable procedures of the Depositary):conditions: (i) delivery of a written and signed notice of election (an “Early Settlement Notice”) in the form attached to the Purchase Contract to the Purchase Contract Agent electing Early Settlement of such Purchase Contract; and; (ii) satisfaction of the conditions set forth in Section 4.04. (c) If a Holder complies with the requirements set forth in Section 4.06(b) prior to before the close of business on any Business Day, then that Business Day shall be considered the “Early Settlement Date.” If a Holder complies with the requirements set forth in Section 4.06(b) at or after the close of business on any Business Day or at any time on a day that is not a Business Day, then the next succeeding Business Day shall be considered the “Early Settlement Date.” (d) On the second Business Day following the Early Settlement Date, subject Subject to satisfaction of the conditions set forth in Section 4.06(b) by a Holder with respect to any of its Purchase Contracts, the Company shall cause a number of shares of Class A Common Stock per Purchase Contract equal to the Early Settlement Rate to be issued and delivered, together with payment of (i) any cash payable in lieu of fractional shares pursuant to Section 4.12 4.13 and (ii) any dividends or distributions with respect to such shares constituting part of the Purchase Contract Settlement Fund (but without any interest thereon), to such Holder by book-entry transfer or other appropriate procedures pursuant to Section 4.104.11 on the third Business Day following the Early Settlement Date. The Person in whose name any shares of the Class A Common Stock shall be issuable upon such Early Settlement of a Purchase Contract shall be treated as become the holder of record of such shares as of the close of business on the relevant Early Settlement Date. (e) In the event that Early Settlement is effected with respect to Purchase Contracts that are a component of Units, upon such Early Settlement, the Company shall execute and the Trustee shall authenticate (pursuant to the Indenture) on behalf of the Holder and deliver to the Holder thereof, at the expense of the Company, Separate Notes, in same form as the Notes comprising part of the Units, equal to the number of Purchase Contracts as to which Early Settlement was effected. (f) In the event that Early Settlement is effected with respect to Purchase Contracts represented by less than all the Purchase Contracts evidenced by a Security, upon such Early Settlement, the Company shall execute and the Purchase Contract Agent and Trustee shall authenticate on behalf of the Holder and deliver to the Holder thereof, at the expense of the Company, a Security evidencing the Purchase Contracts as to which Early Settlement was not effected. (g) Upon receipt of any Early Settlement Notice pursuant to Section 4.06(b), the Purchase Contract Agent shall promptly deliver a copy of such Early Settlement Notice to the Company.

Early Settlement. (a) Subject to and upon compliance with the provisions of this Section 4.06, on any Trading Day prior to the close of business on the second third Scheduled Trading Day immediately preceding the Scheduled Mandatory Settlement Date, a Holder may elect to settle its Purchase Contracts early, in whole or in part, at the Early Settlement Rate (“Early Settlement Right”). (b) A Holder’s right to receive Class A Common Stock upon Early Settlement of any of its Purchase Contracts is subject to the following conditions (in the case of Global Securities, subject to the applicable procedures of the Depositary):conditions: (i) delivery of a written and signed notice of election (an “Early Settlement Notice”) in the form attached to the Purchase Contract to the Purchase Contract Agent electing Early Settlement of such Purchase Contract; and; (ii) satisfaction of the conditions set forth in Section 4.04. (c) If a Holder complies with the requirements set forth in Section 4.06(b) prior to before the close of business on any Business Day, then that Business Day shall be considered the “Early Settlement Date.” If a Holder complies with the requirements set forth in Section 4.06(b) at or after the close of business on any Business Day or at any time on a day that is not a Business Day, then the next succeeding Business Day shall be considered the “Early Settlement Date.” (d) On the second Business Day following the Early Settlement Date, subject Subject to satisfaction of the conditions set forth in Section 4.06(b) by a Holder with respect to any of its Purchase Contracts, subject to Section 4.10, the Company shall cause a number of shares of Class A Common Stock per Purchase Contract equal to the Early Settlement Rate to be issued and delivered, together with payment of (i) any cash payable in lieu of fractional shares pursuant to Section 4.12 4.13 and (ii) any dividends or distributions with respect to such shares constituting part of the Purchase Contract Settlement Fund (but without any interest thereon), to such Holder by book-entry transfer or other appropriate procedures pursuant to Section 4.104.11 on the third Business Day following the Early Settlement Date. The Person in whose name any shares of the Class A Common Stock shall be issuable upon such Early Settlement of a Purchase Contract shall be treated as become the holder of record of such shares as of the close of business on the relevant Early Settlement Date; provided that, if delivery of any shares of Class A Common Stock issuable upon settlement of any Purchase Contracts is delayed as a result of the Section 382 Settlement Blocker, the Person in whose name such shares shall be issuable upon settlement of such Purchase Contracts shall become the holder of record of such shares as of the close of business on the date that (i) such delivery would not result in such Beneficial Holder being an Acquiring Person and (ii) such Beneficial Holder has given notice thereof to the Company. (e) In the event that Early Settlement is effected with respect to Purchase Contracts that are a component of Units, upon such Early Settlement, the Company shall execute and the Trustee shall authenticate (pursuant to the Indenture) on behalf of the Holder and deliver to the Holder thereof, at the expense of the Company, Separate Notes, in same form as the Notes comprising part of the Units, equal to the number of Purchase Contracts as to which Early Settlement was effected. (f) In the event that Early Settlement is effected with respect to Purchase Contracts represented by less than all the Purchase Contracts evidenced by a Security, upon such Early Settlement, the Company shall execute and the Purchase Contract Agent and Trustee shall authenticate on behalf of the Holder and deliver to the Holder thereof, at the expense of the Company, a Security evidencing the Purchase Contracts as to which Early Settlement was not effected. (g) Upon receipt of any Early Settlement Notice pursuant to Section 4.06(b), the Purchase Contract Agent shall promptly deliver a copy of such Early Settlement Notice to the CompanyCompany and Note Issuer.

Early Settlement. (a) Subject to and upon compliance with the provisions of this Section 4.064.04, at any time, prior to the close of business on the second third Scheduled Trading Day immediately preceding the Scheduled Mandatory Settlement Date, a Holder may elect to settle its Purchase Contracts earlyearly (“Early Settlement”), in whole or in part, at in which case the Company will deliver a number of shares of Common Stock per Purchase Contract equal to the Early Settlement Rate (“Early Settlement Right”)Rate. (b) A Holder’s right to receive Common Stock Stock, and cash in lieu of fractional shares and any dividends or distributions with respect to such shares constituting part of the Purchase Contract Settlement Fund, upon Early Settlement of any of its Purchase Contracts is subject to the following conditions (in the case of Global Securities, subject to the applicable procedures of the Depositary):conditions: (i) delivery to the Purchase Contract Agent of a written and signed notice electing Early Settlement of election such Purchase Contract (an “Early Settlement Notice”) in the form attached to the Purchase Contract to the Purchase Contract Agent electing Early Settlement of such Purchase Contract; and (ii) satisfaction of the conditions set forth in Section 4.044.03(b)(i) and (ii). (c) If a Holder complies with the requirements set forth in Section 4.06(b4.04(b) prior to the close of business on any Business Day, then that Business Day shall be considered the “Early Settlement Date.” If a Holder complies with the requirements set forth in Section 4.06(b4.04 (b) at or after the close of business on any Business Day or at any time on a day that is not a Business Day, then the next succeeding Business Day shall be considered the “Early Settlement Date.” (d) On the second Business Day following the Early Settlement Date, subject Subject to satisfaction of the conditions set forth in Section 4.06(b) by a Holder with respect to any of its Purchase Contracts4.04(b), the Company shall cause a number of shares of Common Stock per Purchase Contract equal to the Early Settlement Rate to be issued and delivereddelivered and the Purchase Contract Agent shall transfer such shares of Common Stock, together with payment of (i) any cash payable in lieu of fractional shares pursuant to as provided in Section 4.12 4.07, as promptly as practicable, but no later than the third Business Day following the Early Settlement Date; and (ii) any dividends or distributions with respect to such shares constituting part of the Purchase Contract Settlement Fund (but without any interest thereon), ) to such Holder or such Holder’s designee, by book-entry transfer or other appropriate procedures pursuant to Section 4.10procedures, in accordance with duly completed settlement instructions, on the third Business Day following the Early Settlement Date. The Person in whose name any shares of the Common Stock shall be issuable upon such Early Settlement of a any Purchase Contract Contracts shall be treated as become the holder of record of such shares as of the close of business on the relevant Early Settlement Date. (e) In the event that Early Settlement is effected with respect to Purchase Contracts that are a component components of Units, upon such Early Settlement, the Company shall execute and the Trustee shall shall, authenticate (pursuant to the Indenture) on behalf of the Holder and deliver to the Holder thereof, at the expense of the Company, Separate Notesa Security, in the same form as attached to the Units submitted to effect such Early Settlement, evidencing a number of Separate Notes comprising part of the Units, equal to the number of Purchase Contracts as to which Early Settlement was effected. (f) In the event that Early Settlement is effected with respect to Purchase Contracts represented by less representing fewer than all the Purchase Contracts evidenced by a Security, upon such Early Settlement, the Company shall execute and the Purchase Contract Agent and Trustee shall authenticate execute on behalf of the Holder Holder, and the Purchase Contract Agent, and in the case of Units, the Trustee shall authenticate and deliver to the Holder thereof, at the expense of the Company, a Security evidencing the Purchase Contracts as to which Early Settlement was not effected. (g) Upon receipt of any Early Settlement Notice pursuant to Section 4.06(b4.04(b), the Purchase Contract Agent shall promptly deliver a copy of such Early Settlement Notice to the Company.

Early Settlement. (a) Subject to and upon compliance with the provisions of this Section 4.065.9, at the option of the Holder thereof, Purchase Contracts underlying Securities may be settled early ("Early Settlement") prior to the close of business or on the second Scheduled Trading seventh Business Day immediately preceding the Scheduled Mandatory Purchase Contract Settlement Date, a Holder . Holders of Treasury PEPS Units may elect to only settle its the related Purchase Contracts early, in whole or in part, at integral multiples of 40 Purchase Contracts. In order to exercise the right to effect Early Settlement Rate (“Early Settlement Right”). (b) A Holder’s right with respect to receive Common Stock upon Early Settlement of any of its Purchase Contracts is subject to Contracts, the following conditions (in the case of Global Securities, subject to the applicable procedures Holder of the Depositary): (i) delivery of a written and signed notice of election (an “Early Settlement Notice”) in the form attached to the Purchase Contract Certificate evidencing Securities shall deliver to the Purchase Contract Agent electing at the Corporate Trust Office an Election to Settle Early form (on the reverse side of the Certificate) and any other documents requested by the Purchase Contract Agent and accompanied by payment (payable to the Company in immediately available funds) in an amount (the "Early Settlement Amount") equal to: (i) the product of such (A) the Stated Amount times (B) the number of Purchase Contract; andContracts with respect to which the Holder has elected to effect Early Settlement, plus (ii) satisfaction of if such delivery is made with respect to any Purchase Contracts during the conditions set forth in Section 4.04. (c) If a Holder complies with the requirements set forth in Section 4.06(b) prior to period from the close of business on any Record Date next preceding any Payment Date to the opening of business on such Payment Date, an amount equal to the sum of (x) the Purchase Contract Payments payable on such Payment Date with respect to such Purchase Contracts plus (y) in the case of a PEPS Units Certificate, the distributions on the related Preferred Securities or Senior Deferrable Notes payable on such Payment Date. Except as provided in the immediately preceding sentence and subject to the second to last paragraph of Section 5.2, no payment shall be made upon Early Settlement of any Purchase Contract on account of any Purchase Contract Payments accrued on such Purchase Contract or on account of any dividends on the Common Stock issued upon such Early Settlement. If the foregoing requirements are first satisfied with respect to Purchase Contracts underlying any Securities prior to or at 5:00 p.m. (New York City time) on a Business Day, then that Business Day such day shall be considered the “"Early Settlement Date.” If " with respect to such Securities and if such requirements are first satisfied after 5:00 p.m. (New York City time) on a Holder complies with the requirements set forth in Section 4.06(b) at or after the close of business on any Business Day or at any time on a day that is not a Business Day, then the "Early Settlement Date" with respect to such Securities shall be the next succeeding Business Day shall be considered the “Early Settlement DateDay.” (d) On the second Business Day following the Early Settlement Date, subject to satisfaction of the conditions set forth in Section 4.06(b) by a Holder with respect to any of its Purchase Contracts, the Company shall cause a number of shares of Common Stock per Purchase Contract equal to the Early Settlement Rate to be issued and delivered, together with payment of (i) any cash payable in lieu of fractional shares pursuant to Section 4.12 and (ii) any dividends or distributions with respect to such shares constituting part of the Purchase Contract Settlement Fund (but without any interest thereon), to such Holder by book-entry transfer or other appropriate procedures pursuant to Section 4.10. The Person in whose name any shares of the Common Stock shall be issuable upon such Early Settlement of a Purchase Contract shall be treated as the holder of record of such shares as of the close of business on the relevant Early Settlement Date. (e) In the event that Early Settlement is effected with respect to Purchase Contracts that are a component of Units, upon such Early Settlement, the Company shall execute and the Trustee shall authenticate (pursuant to the Indenture) on behalf of the Holder and deliver to the Holder thereof, at the expense of the Company, Separate Notes, in same form as the Notes comprising part of the Units, equal to the number of Purchase Contracts as to which Early Settlement was effected. (f) In the event that Early Settlement is effected with respect to Purchase Contracts represented by less than all the Purchase Contracts evidenced by a Security, upon such Early Settlement, the Company shall execute and the Purchase Contract Agent and Trustee shall authenticate on behalf of the Holder and deliver to the Holder thereof, at the expense of the Company, a Security evidencing the Purchase Contracts as to which Early Settlement was not effected. (g) Upon receipt of any Early Settlement Notice pursuant to Section 4.06(b), the Purchase Contract Agent shall promptly deliver a copy of such Early Settlement Notice to the Company.

Early Settlement. (a) Subject to and upon compliance with the provisions of this Section 4.065.09 at the option of the Holder thereof, any Purchase Contracts underlying securities having an aggregate Stated Amount to $____________ or an integral multiple thereof may be settled early ("Early Settlement") as provided herein. In order to exercise the right to effect Early Settlement with respect to any Purchase Contracts, the Holder of the Security Certificate evidencing such Purchase Contracts shall deliver such Security Certificate to the Agent at the Corporate Trust Office duly endorsed for transfer to the Company or in blank with the form of Election to Settle Early on the reverse thereof duly completed and accompanied by payment in the form of a certified or cashier's check payable to the order of the Company in immediately available funds in an amount (the "Early Settlement Amount") equal to [(i) the product of (A) the Stated Amount times (B) the number of Purchase Contracts with respect to which the Holder has elected to effect Early Settlement minus (ii) the aggregate amount of Contract Fees, if any, otherwise payable on or prior to the close of business on the second Scheduled Trading Day immediately preceding Payment Date deferred at the Scheduled Mandatory Settlement Date, a Holder may elect option of the Company pursuant to settle its Section 5.03 and remaining unpaid as of such immediately preceding Payment Date plus (iii) if such delivery is made with respect to any Purchase Contracts early, in whole or in part, at during the Early Settlement Rate (“Early Settlement Right”). (b) A Holder’s right to receive Common Stock upon Early Settlement of any of its Purchase Contracts is subject to the following conditions (in the case of Global Securities, subject to the applicable procedures of the Depositary): (i) delivery of a written and signed notice of election (an “Early Settlement Notice”) in the form attached to the Purchase Contract to the Purchase Contract Agent electing Early Settlement of such Purchase Contract; and (ii) satisfaction of the conditions set forth in Section 4.04. (c) If a Holder complies with the requirements set forth in Section 4.06(b) prior to period from the close of business on any Record Date next preceding any Payment Date to the opening of business on such Payment Date, an amount equal to the sum of (x) the Contract Fees payable on such Payment Date with respect to such Purchase Contracts plus (y) the distributions on the related Pledged Securities payable on such Payment Date]. Except as provided in the immediately preceding sentence and subject to the last paragraph of Section 5.02, no payment or adjustment shall be made upon Early Settlement of any Purchase Contract on account of any Contract Fees accrued on such Purchase Contract or on account of any dividends on the Common Stock issued upon such Early Settlement. If the foregoing requirements are first satisfied with respect to Purchase Contracts underlying any Securities at or prior to 5:00 p.m., New York City time, on a Business Day, then that Business Day such day shall be considered the “"Early Settlement Date.” If " with respect to such Securities and if such requirements are first satisfied after 5:00 p.m., New York City time, on a Holder complies with the requirements set forth in Section 4.06(b) at or after the close of business on any Business Day or at any time on a day that is not a Business Day, then the "Early Settlement Date" with respect to such Securities shall be the next succeeding Business Day shall be considered the “Early Settlement DateDay.” (d) On the second Business Day following the Early Settlement Date, subject to satisfaction of the conditions set forth in Section 4.06(b) by a Holder with respect to any of its Purchase Contracts, the Company shall cause a number of shares of Common Stock per Purchase Contract equal to the Early Settlement Rate to be issued and delivered, together with payment of (i) any cash payable in lieu of fractional shares pursuant to Section 4.12 and (ii) any dividends or distributions with respect to such shares constituting part of the Purchase Contract Settlement Fund (but without any interest thereon), to such Holder by book-entry transfer or other appropriate procedures pursuant to Section 4.10. The Person in whose name any shares of the Common Stock shall be issuable upon such Early Settlement of a Purchase Contract shall be treated as the holder of record of such shares as of the close of business on the relevant Early Settlement Date. (e) In the event that Early Settlement is effected with respect to Purchase Contracts that are a component of Units, upon such Early Settlement, the Company shall execute and the Trustee shall authenticate (pursuant to the Indenture) on behalf of the Holder and deliver to the Holder thereof, at the expense of the Company, Separate Notes, in same form as the Notes comprising part of the Units, equal to the number of Purchase Contracts as to which Early Settlement was effected. (f) In the event that Early Settlement is effected with respect to Purchase Contracts represented by less than all the Purchase Contracts evidenced by a Security, upon such Early Settlement, the Company shall execute and the Purchase Contract Agent and Trustee shall authenticate on behalf of the Holder and deliver to the Holder thereof, at the expense of the Company, a Security evidencing the Purchase Contracts as to which Early Settlement was not effected. (g) Upon receipt of any Early Settlement Notice pursuant to Section 4.06(b), the Purchase Contract Agent shall promptly deliver a copy of such Early Settlement Notice to the Company.

Early Settlement. (a) Subject to and upon compliance with the provisions of this Section 4.06509 at the option of the Holder thereof, any Purchase Contracts underlying Securities having an aggregate Stated Amount equal to $[1,000] or an integral multiple thereof may be settled early ("Early Settlement") as provided herein. In order to exercise the right to effect Early Settlement with respect to any Purchase Contracts, the Holder of the Security Certificate evidencing such Purchase Contracts shall deliver such Security Certificate to the Agent at the Corporate Trust Office duly endorsed for transfer to the Company or in blank with the form of Election to Settle Early on the reverse thereof duly completed and accompanied by payment in the form of a certified or cashier's check payable to the Company in immediately available funds in an amount (the "Early Settlement Amount") equal to (i) the product of (A) the Stated Amount times (B) the number of Purchase Contracts with respect to which the Holder has elected to effect Early Settlement minus (ii) the aggregate amount of Contract Fees, if any, otherwise payable on or prior to the close of business on the second Scheduled Trading Day immediately preceding Payment Date deferred at the Scheduled Mandatory Settlement Date, a Holder may elect option of the Company pursuant to settle its Section 503 and remaining unpaid as of such immediately preceding Payment Date plus (iii) if such delivery is made with respect to any Purchase Contracts early, in whole or in part, at during the Early Settlement Rate (“Early Settlement Right”). (b) A Holder’s right to receive Common Stock upon Early Settlement of any of its Purchase Contracts is subject to the following conditions (in the case of Global Securities, subject to the applicable procedures of the Depositary): (i) delivery of a written and signed notice of election (an “Early Settlement Notice”) in the form attached to the Purchase Contract to the Purchase Contract Agent electing Early Settlement of such Purchase Contract; and (ii) satisfaction of the conditions set forth in Section 4.04. (c) If a Holder complies with the requirements set forth in Section 4.06(b) prior to period from the close of business on any Record Date next preceding any Payment Date to the opening of business on such Payment Date, an amount equal to the sum of (x) the Contract Fees payable on such Payment Date with respect to such Purchase Contracts plus (y) the interest on the related Underlying Securities payable on such Payment Date. Except as provided in the immediately preceding sentence and subject to the [last] paragraph of Section 502, no payment or adjustment shall be made upon Early Settlement of any Purchase Contract on account of any Contract Fees accrued on such Purchase Contract or on account of any dividends on the Common Stock issued upon such Early Settlement. If the foregoing requirements are first satisfied with respect to Purchase Contracts underlying any Securities at or prior to 5:00 p.m., New York City time, on a Business Day, then that Business Day such day shall be considered the “"Early Settlement Date.” If " with respect to such Securities and if such requirements are first satisfied after 5:00 p.m., New York City time, on a Holder complies with the requirements set forth in Section 4.06(b) at or after the close of business on any Business Day or at any time on a day that is not a Business Day, then the next succeeding Business Day shall be considered the “Early Settlement Date.” (d) On the second Business Day following the Early Settlement Date, subject to satisfaction of the conditions set forth in Section 4.06(b) by a Holder with respect to any of its Purchase Contracts, the Company shall cause a number of shares of Common Stock per Purchase Contract equal to the Early Settlement Rate to be issued and delivered, together with payment of (i) any cash payable in lieu of fractional shares pursuant to Section 4.12 and (ii) any dividends or distributions with respect to such shares constituting part of the Purchase Contract Settlement Fund (but without any interest thereon), to such Holder by book-entry transfer or other appropriate procedures pursuant to Section 4.10. The Person in whose name any shares of the Common Stock shall be issuable upon such Early Settlement of a Purchase Contract shall be treated as the holder of record of such shares as of the close of business on the relevant Early Settlement Date. (e) In the event that Early Settlement is effected with respect to Purchase Contracts that are a component of Units, upon such Early Settlement, the Company shall execute and the Trustee shall authenticate (pursuant to the Indenture) on behalf of the Holder and deliver to the Holder thereof, at the expense of the Company, Separate Notes, in same form as the Notes comprising part of the Units, equal to the number of Purchase Contracts as to which Early Settlement was effected. (f) In the event that Early Settlement is effected with respect to Purchase Contracts represented by less than all the Purchase Contracts evidenced by a Security, upon such Early Settlement, the Company shall execute and the Purchase Contract Agent and Trustee shall authenticate on behalf of the Holder and deliver to the Holder thereof, at the expense of the Company, a Security evidencing the Purchase Contracts as to which Early Settlement was not effected. (g) Upon receipt of any Early Settlement Notice pursuant to Section 4.06(b), the Purchase Contract Agent shall promptly deliver a copy of such Early Settlement Notice to the Company."Early

Early Settlement. (a) Subject to and upon compliance with the provisions of this Section 4.065.9, at the option of the Holder thereof, Purchase Contracts underlying Securities, having an aggregate Stated Amount equal to $____ or an integral multiple thereof, may be settled early ("Early Settlement") in the case of Type A Securities (unless a Tax Event Redemption has occurred) on or prior to the close of business on the second Scheduled Trading fifth Business Day immediately preceding the Scheduled Mandatory Purchase Contract Settlement Date, a Holder may elect to settle its Purchase Contracts early, in whole or in part, at the Early Settlement Rate (“Early Settlement Right”). (b) A Holder’s right to receive Common Stock upon Early Settlement of any of its Purchase Contracts is subject to the following conditions (Date and in the case of Global Type B Securities on or prior to the second Business Day immediately preceding the Purchase Contract Settlement Date, in each case, as provided herein; provided however, that if a Tax Event Redemption has occurred and the Treasury Portfolio has become a component of the Type A Securities, subject Purchase Contracts underlying Type A Securities may be settled early, on or prior to the applicable procedures second Business Day immediately preceding the Purchase Contract Settlement Date, but only in an aggregate amount of $__________ or in an integral multiple thereof. In order to exercise the right to effect Early Settlement with respect to any Purchase Contracts, the Holder of the Depositary): Certificate evidencing Securities shall deliver such Certificate to the Agent at the Corporate Trust Office duly endorsed for transfer to the Company or in blank with the form of Election to Settle Early on the reverse thereof duly completed and accompanied by payment (payable to the Company in immediately available funds in an amount (the "Early Settlement Amount") equal to (i) delivery the product of a written and signed notice (A) the Stated Amount times (B) the number of election (an “Purchase Contracts with respect to which the Holder has elected to effect Early Settlement Notice”) in the form attached to the Purchase Contract to the Purchase Contract Agent electing Early Settlement of such Purchase Contract; and plus (ii) satisfaction of if such delivery is made with respect to any Purchase Contracts during the conditions set forth in Section 4.04. (c) If a Holder complies with the requirements set forth in Section 4.06(b) prior to period from the close of business on any Record Date next preceding any Payment Date to the opening of business on such Payment Date, an amount equal to the sum of (x) the Contract Adjustment Payments payable on such Payment Date with respect to such Purchase Contracts plus (y) in the case of Type A Certificate, the payment of interest on the related Debt Securities payable on such Payment Date. Except as provided in the immediately preceding sentence and subject to the second to last paragraph of Section 5.2, no payment or adjustment shall be made upon Early Settlement of any Purchase Contract on account of any Contract Adjustment Payments accrued on such Purchase Contract or on account of any dividends on the Common Stock issued upon such Early Settlement. If the foregoing requirements are first satisfied with respect to Purchase Contracts underlying any Securities at or prior to 5:00 p.m., New York City time, on a Business Day, then that Business Day such day shall be considered the “"Early Settlement Date.” If " with respect to such Securities and if such requirements are first satisfied after 5:00 p.m., New York City time, on a Holder complies with the requirements set forth in Section 4.06(b) at or after the close of business on any Business Day or at any time on a day that is not a Business Day, then the "Early Settlement Date" with respect to such Securities shall be the next succeeding Business Day shall be considered the “Early Settlement DateDay.” (d) On the second Business Day following the Early Settlement Date, subject to satisfaction of the conditions set forth in Section 4.06(b) by a Holder with respect to any of its Purchase Contracts, the Company shall cause a number of shares of Common Stock per Purchase Contract equal to the Early Settlement Rate to be issued and delivered, together with payment of (i) any cash payable in lieu of fractional shares pursuant to Section 4.12 and (ii) any dividends or distributions with respect to such shares constituting part of the Purchase Contract Settlement Fund (but without any interest thereon), to such Holder by book-entry transfer or other appropriate procedures pursuant to Section 4.10. The Person in whose name any shares of the Common Stock shall be issuable upon such Early Settlement of a Purchase Contract shall be treated as the holder of record of such shares as of the close of business on the relevant Early Settlement Date. (e) In the event that Early Settlement is effected with respect to Purchase Contracts that are a component of Units, upon such Early Settlement, the Company shall execute and the Trustee shall authenticate (pursuant to the Indenture) on behalf of the Holder and deliver to the Holder thereof, at the expense of the Company, Separate Notes, in same form as the Notes comprising part of the Units, equal to the number of Purchase Contracts as to which Early Settlement was effected. (f) In the event that Early Settlement is effected with respect to Purchase Contracts represented by less than all the Purchase Contracts evidenced by a Security, upon such Early Settlement, the Company shall execute and the Purchase Contract Agent and Trustee shall authenticate on behalf of the Holder and deliver to the Holder thereof, at the expense of the Company, a Security evidencing the Purchase Contracts as to which Early Settlement was not effected. (g) Upon receipt of any Early Settlement Notice pursuant to Section 4.06(b), the Purchase Contract Agent shall promptly deliver a copy of such Early Settlement Notice to the Company.

Early Settlement. (a) Subject to and upon compliance with the provisions of this Section 4.065.9, at the option of the Holder thereof, Purchase Contracts underlying Securities, having an aggregate Stated Amount equal to $1,000 or an integral multiple thereof, may be settled early ("Early Settlement") in the case of Income PRIDES (unless a Tax Event Redemption has occurred) on or prior to the close of business on the second Scheduled Trading fifth Business Day immediately preceding the Scheduled Mandatory Purchase Contract Settlement Date, a Holder may elect to settle its Purchase Contracts early, in whole or in part, at the Early Settlement Rate (“Early Settlement Right”). (b) A Holder’s right to receive Common Stock upon Early Settlement of any of its Purchase Contracts is subject to the following conditions (Date and in the case of Global Securities, subject Growth PRIDES on or prior to the applicable procedures second Business Day immediately preceding the Purchase Contract Settlement Date, in each case, as provided herein; provided however, that if a Tax Event Redemption has occurred and the Treasury Portfolio has become a 55 61 component of the Depositary): Income PRIDES, Purchase Contracts underlying Income PRIDES may be settled early, on or prior to the second Business Day immediately preceding the Purchase Contract Settlement Date, but only in an aggregate amount of $40,000,000 or in an integral multiple thereof. In order to exercise the right to effect Early Settlement with respect to any Purchase Contracts, the Holder of the Certificate evidencing Securities shall deliver such Certificate to the Agent at the Corporate Trust Office duly endorsed for transfer to the Company or in blank with the form of Election to Settle Early on the reverse thereof duly completed and accompanied by payment (payable to the Company in immediately available funds in an amount (the "Early Settlement Amount") equal to (i) delivery the product of a written and signed notice (A) the Stated Amount times (B) the number of election (an “Purchase Contracts with respect to which the Holder has elected to effect Early Settlement Notice”) in the form attached to the Purchase Contract to the Purchase Contract Agent electing Early Settlement of such Purchase Contract; and plus (ii) satisfaction of if such delivery is made with respect to any Purchase Contracts during the conditions set forth in Section 4.04. (c) If a Holder complies with the requirements set forth in Section 4.06(b) prior to period from the close of business on any Record Date next preceding any Payment Date to the opening of business on such Payment Date, an amount equal to the sum of (x) the Contract Adjustment Payments payable on such Payment Date with respect to such Purchase Contracts plus (y) in the case of Income PRIDES Certificate, the distributions on the related Trust Preferred Securities payable on such Payment Date. Except as provided in the immediately preceding sentence and subject to the second to last paragraph of Section 5.2, no payment or adjustment shall be made upon Early Settlement of any Purchase Contract on account of any Contract Adjustment Payments accrued on such Purchase Contract or on account of any dividends on the Common Stock issued upon such Early Settlement. If the foregoing requirements are first satisfied with respect to Purchase Contracts underlying any Securities at or prior to 5:00 p.m., New York City time, on a Business Day, then that Business Day such day shall be considered the “"Early Settlement Date.” If " with respect to such Securities and if such requirements are first satisfied after 5:00 p.m., New York City time, on a Holder complies with the requirements set forth in Section 4.06(b) at or after the close of business on any Business Day or at any time on a day that is not a Business Day, then the "Early Settlement Date" with respect to such Securities shall be the next succeeding Business Day shall be considered the “Early Settlement DateDay.” (d) On the second Business Day following the Early Settlement Date, subject to satisfaction of the conditions set forth in Section 4.06(b) by a Holder with respect to any of its Purchase Contracts, the Company shall cause a number of shares of Common Stock per Purchase Contract equal to the Early Settlement Rate to be issued and delivered, together with payment of (i) any cash payable in lieu of fractional shares pursuant to Section 4.12 and (ii) any dividends or distributions with respect to such shares constituting part of the Purchase Contract Settlement Fund (but without any interest thereon), to such Holder by book-entry transfer or other appropriate procedures pursuant to Section 4.10. The Person in whose name any shares of the Common Stock shall be issuable upon such Early Settlement of a Purchase Contract shall be treated as the holder of record of such shares as of the close of business on the relevant Early Settlement Date. (e) In the event that Early Settlement is effected with respect to Purchase Contracts that are a component of Units, upon such Early Settlement, the Company shall execute and the Trustee shall authenticate (pursuant to the Indenture) on behalf of the Holder and deliver to the Holder thereof, at the expense of the Company, Separate Notes, in same form as the Notes comprising part of the Units, equal to the number of Purchase Contracts as to which Early Settlement was effected. (f) In the event that Early Settlement is effected with respect to Purchase Contracts represented by less than all the Purchase Contracts evidenced by a Security, upon such Early Settlement, the Company shall execute and the Purchase Contract Agent and Trustee shall authenticate on behalf of the Holder and deliver to the Holder thereof, at the expense of the Company, a Security evidencing the Purchase Contracts as to which Early Settlement was not effected. (g) Upon receipt of any Early Settlement Notice pursuant to Section 4.06(b), the Purchase Contract Agent shall promptly deliver a copy of such Early Settlement Notice to the Company.

Early Settlement. (a) Subject to and upon compliance with the provisions of this Section 4.065.9, Purchase Contracts underlying Upper DECS or Stripped DECS having an aggregate Stated Amount equal to $1,000 or an integral multiple thereof, may, at the option of the Holder thereof, be settled early ("Early Settlement") on or prior to the close of business 10:00 a.m. on the second Scheduled Trading seventh Business Day immediately preceding the Scheduled Mandatory Stock Purchase Date. In order to exercise the right to effect Early Settlement Datewith respect to any Purchase Contracts, a the Holder of the Certificate evidencing the related Upper DECS or Stripped DECS, as the case may elect be, shall deliver such Certificate to settle its Purchase Contracts early, in whole the Agent at the Corporate Trust Office duly endorsed for transfer to the Company or in part, at blank with the form of Election to Settle Early on the reverse thereof duly completed and accompanied by payment payable to the Company in immediately available funds in an amount (the "Early Settlement Rate Amount") equal to (“Early Settlement Right”). (bA) A Holder’s right to receive Common Stock upon Early Settlement the product of any of its Purchase Contracts is subject to the following conditions (in the case of Global Securities, subject to the applicable procedures of the Depositary): (i) delivery of a written and signed notice of election (an “Early Settlement Notice”) in the form attached to the Purchase Contract to the Purchase Contract Agent electing Early Settlement Stated Amount of such Purchase Contract; and Upper DECS or Stripped DECS, as the case may be, multiplied by (ii) satisfaction the number of Purchase Contracts with respect to which the conditions set forth in Section 4.04. Holder has elected to effect Early Settlement, plus (cB) If a Holder complies if such delivery is made with respect to any Purchase Contracts during the requirements set forth in Section 4.06(b) prior to period from the close of business on any Record Date next preceding any Payment Date to the opening of business on such Payment Date, an amount equal to the Contract Adjustment Payments, if any, payable on such Payment Date with respect to such Purchase Contracts; provided that no payment shall be required pursuant to clause (B) of this sentence if the Company shall have elected to defer the Contract Adjustment Payments that would otherwise be payable on such Payment Date. Except as provided in the immediately preceding sentence and subject to Section 5.2(d), no payment or adjustment shall be made upon Early Settlement of any Purchase Contract on any Contract Adjustment Payments accrued on such Purchase Contract or on account of any dividends on the Common Stock issued upon such Early Settlement. If the foregoing requirements are first satisfied with respect to Purchase Contracts underlying any Upper DECS or Stripped DECS, as the case may be, at or prior to 5:00 p.m., New York City time, on a Business Day, then that Business Day such day shall be considered the “"Early Settlement Date.” If " with respect to such Upper DECS or Stripped DECS, as the case may be, and if such requirements are first satisfied after 5:00 p.m., New York City time, on a Holder complies with the requirements set forth in Section 4.06(b) at or after the close of business on any Business Day or at any time on a day that is not a Business Day, then the "Early Settlement Date" with respect to such Upper DECS or Stripped DECS, as the case may be, shall be the next succeeding Business Day shall be considered the “Early Settlement DateDay.” (d) On the second Business Day following the Early Settlement Date, subject to satisfaction of the conditions set forth in Section 4.06(b) by a Holder with respect to any of its Purchase Contracts, the Company shall cause a number of shares of Common Stock per Purchase Contract equal to the Early Settlement Rate to be issued and delivered, together with payment of (i) any cash payable in lieu of fractional shares pursuant to Section 4.12 and (ii) any dividends or distributions with respect to such shares constituting part of the Purchase Contract Settlement Fund (but without any interest thereon), to such Holder by book-entry transfer or other appropriate procedures pursuant to Section 4.10. The Person in whose name any shares of the Common Stock shall be issuable upon such Early Settlement of a Purchase Contract shall be treated as the holder of record of such shares as of the close of business on the relevant Early Settlement Date. (e) In the event that Early Settlement is effected with respect to Purchase Contracts that are a component of Units, upon such Early Settlement, the Company shall execute and the Trustee shall authenticate (pursuant to the Indenture) on behalf of the Holder and deliver to the Holder thereof, at the expense of the Company, Separate Notes, in same form as the Notes comprising part of the Units, equal to the number of Purchase Contracts as to which Early Settlement was effected. (f) In the event that Early Settlement is effected with respect to Purchase Contracts represented by less than all the Purchase Contracts evidenced by a Security, upon such Early Settlement, the Company shall execute and the Purchase Contract Agent and Trustee shall authenticate on behalf of the Holder and deliver to the Holder thereof, at the expense of the Company, a Security evidencing the Purchase Contracts as to which Early Settlement was not effected. (g) Upon receipt of any Early Settlement Notice pursuant to Section 4.06(b), the Purchase Contract Agent shall promptly deliver a copy of such Early Settlement Notice to the Company.

Early Settlement. (a) Subject to and upon compliance with the provisions of this Section 4.065.9, at the option of the Holder thereof, Purchase Contracts underlying Securities, having an aggregate Stated Amount equal to [$1,000] or an integral multiple thereof, may be settled early ("Early Settlement") in the case of Type A Securities (unless a Tax Event Redemption has occurred) on or prior to the close of business on the second Scheduled Trading fifth Business Day immediately preceding the Scheduled Mandatory Purchase Contract Settlement Date, a Holder may elect to settle its Purchase Contracts early, in whole or in part, at the Early Settlement Rate (“Early Settlement Right”). (b) A Holder’s right to receive Common Stock upon Early Settlement of any of its Purchase Contracts is subject to the following conditions (Date and in the case of Global Type B Securities on or prior to the second Business Day immediately preceding the Purchase Contract Settlement Date, in each case, as provided herein; provided however, that if a Tax Event Redemption has occurred and the Treasury Portfolio has become a component of the Type A Securities, subject Purchase Contracts underlying Type A Securities may be settled early, on or prior to the applicable procedures second Business Day immediately preceding the Purchase Contract Settlement Date, but only in an aggregate amount of $__________ or in an integral multiple thereof. In order to exercise the right to effect Early Settlement with respect to any Purchase Contracts, the Holder of the Depositary): Certificate evidencing Securities shall deliver such Certificate to the Agent at the Corporate Trust Office duly endorsed for transfer to the Company or in blank with the form of Election to Settle Early on the reverse thereof duly completed and accompanied by payment (payable to the Company in immediately available funds in an amount (the "Early Settlement Amount") equal to (i) delivery the product of a written and signed notice (A) the Stated Amount times (B) the number of election (an “Purchase Contracts with respect to which the Holder has elected to effect Early Settlement Notice”) in the form attached to the Purchase Contract to the Purchase Contract Agent electing Early Settlement of such Purchase Contract; and plus (ii) satisfaction of if such delivery is made with respect to any Purchase Contracts during the conditions set forth in Section 4.04. (c) If a Holder complies with the requirements set forth in Section 4.06(b) prior to period from the close of business on any Record Date next preceding any Payment Date to the opening of business on such Payment Date, an amount equal to the sum of (x) the Contract Adjustment Payments payable on such Payment Date with respect to such Purchase Contracts plus (y) in the case of Type A Certificate, the payment of interest on the related Debt Securities payable on such Payment Date. Except as provided in the immediately preceding sentence and subject to the second to last paragraph of Section 5.2, no payment or adjustment shall be made upon Early Settlement of any Purchase Contract on account of any Contract Adjustment Payments accrued on such Purchase Contract or on account of any dividends on the Common Stock issued upon such Early Settlement. If the foregoing requirements are first satisfied with respect to Purchase Contracts underlying any Securities at or prior to 5:00 p.m., New York City time, on a Business Day, then that Business Day such day shall be considered the “"Early Settlement Date.” If " with respect to such Securities and if such requirements are first satisfied after 5:00 p.m., New York City time, on a Holder complies with the requirements set forth in Section 4.06(b) at or after the close of business on any Business Day or at any time on a day that is not a Business Day, then the "Early Settlement Date" with respect to such Securities shall be the next succeeding Business Day shall be considered the “Early Settlement DateDay.” (d) On the second Business Day following the Early Settlement Date, subject to satisfaction of the conditions set forth in Section 4.06(b) by a Holder with respect to any of its Purchase Contracts, the Company shall cause a number of shares of Common Stock per Purchase Contract equal to the Early Settlement Rate to be issued and delivered, together with payment of (i) any cash payable in lieu of fractional shares pursuant to Section 4.12 and (ii) any dividends or distributions with respect to such shares constituting part of the Purchase Contract Settlement Fund (but without any interest thereon), to such Holder by book-entry transfer or other appropriate procedures pursuant to Section 4.10. The Person in whose name any shares of the Common Stock shall be issuable upon such Early Settlement of a Purchase Contract shall be treated as the holder of record of such shares as of the close of business on the relevant Early Settlement Date. (e) In the event that Early Settlement is effected with respect to Purchase Contracts that are a component of Units, upon such Early Settlement, the Company shall execute and the Trustee shall authenticate (pursuant to the Indenture) on behalf of the Holder and deliver to the Holder thereof, at the expense of the Company, Separate Notes, in same form as the Notes comprising part of the Units, equal to the number of Purchase Contracts as to which Early Settlement was effected. (f) In the event that Early Settlement is effected with respect to Purchase Contracts represented by less than all the Purchase Contracts evidenced by a Security, upon such Early Settlement, the Company shall execute and the Purchase Contract Agent and Trustee shall authenticate on behalf of the Holder and deliver to the Holder thereof, at the expense of the Company, a Security evidencing the Purchase Contracts as to which Early Settlement was not effected. (g) Upon receipt of any Early Settlement Notice pursuant to Section 4.06(b), the Purchase Contract Agent shall promptly deliver a copy of such Early Settlement Notice to the Company.

Early Settlement. (a) Subject to and upon compliance with the provisions of this Section 4.065.9, at the option of the Holder thereof, Purchase Contracts underlying Securities, having an aggregate Stated Amount equal to $1,000 or an integral multiple thereof, may be settled early ("Early Settlement") in the case of Income PRIDES (unless a Tax Event Redemption has occurred) on or prior to the close of business on the second Scheduled Trading fifth Business Day immediately preceding the Scheduled Mandatory Purchase Contract Settlement Date, a Holder may elect to settle its Purchase Contracts early, in whole or in part, at the Early Settlement Rate (“Early Settlement Right”). (b) A Holder’s right to receive Common Stock upon Early Settlement of any of its Purchase Contracts is subject to the following conditions (Date and in the case of Global Securities, subject Growth PRIDES on or prior to the applicable procedures second Business Day immediately preceding the Purchase Contract Settlement Date, in each case, as provided herein; provided however, that if a Tax Event Redemption has occurred and the Treasury Portfolio has become a component of the Depositary): Income PRIDES Purchase Contracts, underlying Income PRIDES may be settled early, on or prior to the second Business Day immediately preceding the Purchase Contract Settlement Date, but only in an aggregate amount of $8,000,000 or in an integral multiple thereof. In order to exercise the right to effect Early Settlement with respect to any Purchase Contracts, the Holder of the Certificate evidencing Securities shall deliver such Certificate to the Agent at the Corporate Trust Office duly endorsed for transfer to the Company or in blank with the form of Election to Settle Early on the reverse thereof duly completed and accompanied by payment (payable to the Company in immediately available funds in an amount (the "Early Settlement Amount") equal to (i) delivery the product of a written and signed notice (A) the Stated Amount times (B) the number of election (an “Purchase Contracts with respect to which the Holder has elected to effect Early Settlement Notice”) in the form attached to the Purchase Contract to the Purchase Contract Agent electing Early Settlement of such Purchase Contract; and plus (ii) satisfaction of if such delivery is made with respect to any Purchase Contracts during the conditions set forth in Section 4.04. (c) If a Holder complies with the requirements set forth in Section 4.06(b) prior to period from the close of business on any Business Day, then that Business Day shall be considered Record Date next preceding any Payment Date to the “Early Settlement Date.” If a Holder complies with the requirements set forth in Section 4.06(b) at or after the close opening of business on any Business Day or at any time on a day that is not a Business Day, then the next succeeding Business Day shall be considered the “Early Settlement Date.” (d) On the second Business Day following the Early Settlement such Payment Date, subject to satisfaction of the conditions set forth in Section 4.06(b) by a Holder with respect to any of its Purchase Contracts, the Company shall cause a number of shares of Common Stock per Purchase Contract an amount equal to the Early Settlement Rate to be issued and delivered, together with payment sum of (ix) any cash the Contract Adjustment Payments payable in lieu of fractional shares pursuant to Section 4.12 and (ii) any dividends or distributions on such Payment Date with respect to such shares constituting part Purchase Contracts plus (y) in the case of Income PRIDES Certificate, the distributions on the related Preferred Securities payable on such Payment Date. Except as provided in the immediately preceding sentence and subject to the second to last paragraph of Section 5.2, no payment or adjustment shall be made upon Early Settlement of any Purchase Contract Settlement Fund (but without on account of any interest thereon), to Contract Adjustment Payments accrued on such Holder by book-entry transfer Purchase Contract or other appropriate procedures pursuant to Section 4.10. The Person in whose name on account of any shares of dividends on the Common Stock shall be issuable issued upon such Early Settlement of a Purchase Contract shall be treated as the holder of record of such shares as of the close of business on the relevant Early Settlement Date. (e) In the event that Early Settlement is effected with respect to Purchase Contracts that are a component of Units, upon such Early Settlement, the Company shall execute and the Trustee shall authenticate (pursuant to the Indenture) on behalf of the Holder and deliver to the Holder thereof, at the expense of the Company, Separate Notes, in same form as the Notes comprising part of the Units, equal to the number of Purchase Contracts as to which Early Settlement was effected. (f) In the event that Early Settlement is effected with respect to Purchase Contracts represented by less than all the Purchase Contracts evidenced by a Security, upon such Early Settlement, the Company shall execute and the Purchase Contract Agent and Trustee shall authenticate on behalf of the Holder and deliver to the Holder thereof, at the expense of the Company, a Security evidencing the Purchase Contracts as to which Early Settlement was not effected. (g) Upon receipt of any Early Settlement Notice pursuant to Section 4.06(b), the Purchase Contract Agent shall promptly deliver a copy of such Early Settlement Notice to the Company.Early

Early Settlement. (a) Subject to and upon compliance with the provisions of this Section 4.064.04, at any time, prior to the close of business on the second third Scheduled Trading Day immediately preceding the Scheduled Mandatory Settlement Date, a Holder may elect to settle its Purchase Contracts earlyearly (“Early Settlement”), in whole or in part, at in which case the Company will deliver a number of shares of Common Stock per Purchase Contract equal to the Early Settlement Rate (“Early Settlement Right”)Rate. (b) A Holder’s right to receive Common Stock Stock, and cash in lieu of fractional shares and any dividends or distributions with respect to such shares constituting part of the Purchase Contract Settlement Fund, upon Early Settlement of any of its Purchase Contracts is subject to the following conditions (in the case of Global Securities, subject to the applicable procedures of the Depositary):conditions: (i) delivery to the Purchase Contract Agent of a written and signed notice electing Early Settlement of election such Purchase Contract (an “Early Settlement Notice”) in the form attached to the Purchase Contract to the Purchase Contract Agent electing Early Settlement of such Purchase Contract; and (ii) satisfaction of the conditions set forth in Section 4.044.03(b)(i) and (ii). (c) If a Holder complies with the requirements set forth in Section 4.06(b4.04(b) prior to the close of business on any Business Day, then that Business Day shall be considered the “Early Settlement Date.” If a Holder complies with the requirements set forth in Section 4.06(b4.04(b) at or after the close of business on any Business Day or at any time on a day that is not a Business Day, then the next succeeding Business Day shall be considered the “Early Settlement Date.” (d) On the second Business Day following the Early Settlement Date, subject Subject to satisfaction of the conditions set forth in Section 4.06(b) by a Holder with respect to any of its Purchase Contracts4.04(b), the Company shall cause a number of shares of Common Stock per Purchase Contract equal to the Early Settlement Rate to be issued and delivereddelivered and the Purchase Contract Agent shall transfer such shares of Common Stock, together with payment of (i) any cash payable in lieu of fractional shares pursuant to as provided in Section 4.12 4.07, as promptly as practicable, but no later than the third Business Day following the Early Settlement Date; and (ii) any dividends or distributions with respect to such shares constituting part of the Purchase Contract Settlement Fund (but without any interest thereon), ) to such Holder or such Holder’s designee, by book-entry transfer or other appropriate procedures pursuant to Section 4.10procedures, in accordance with duly completed settlement instructions, on the third Business Day following the Early Settlement Date. The Person in whose name any shares of the Common Stock shall be issuable upon such Early Settlement of a any Purchase Contract Contracts shall be treated as become the holder of record of such shares as of the close of business on the relevant Early Settlement Date. (e) In the event that Early Settlement is effected with respect to Purchase Contracts that are a component components of UnitstMEDS, upon such Early Settlement, the Company shall execute and the U.S. Trustee shall shall, authenticate (pursuant to the Indenture) on behalf of the Holder and deliver to the Holder thereof, at the expense of the Company, Separate Notesa Security, in the same form as attached to the tMEDS submitted to effect such Early Settlement, evidencing a number of Separate Notes comprising part of the Units, equal to the number of Purchase Contracts as to which Early Settlement was effected. (f) In the event that Early Settlement is effected with respect to Purchase Contracts represented by less representing fewer than all the Purchase Contracts evidenced by a Security, upon such Early Settlement, the Company shall execute and the Purchase Contract Agent and Trustee shall authenticate execute on behalf of the Holder Holder, and the Purchase Contract Agent, and in the case of tMEDS, the U.S. Trustee shall authenticate and deliver to the Holder thereof, at the expense of the Company, a Security evidencing the Purchase Contracts as to which Early Settlement was not effected. (g) Upon receipt of any Early Settlement Notice pursuant to Section 4.06(b4.04(b), the Purchase Contract Agent shall promptly deliver a copy of such Early Settlement Notice to the Company.

Early Settlement. (a) Subject to and upon compliance with the provisions of this Section 4.065.9, at the option of the Holder thereof, Purchase Contracts underlying Securities having an aggregate Stated Amount equal to $1,000 or an integral multiple thereof may be settled early ("Early Settlement") in the case of Income PRIDES (unless a Tax Event Redemption has occurred) on or prior to the close of business on the second Scheduled Trading fifth Business Day immediately preceding the Scheduled Mandatory Purchase Contract Settlement Date, a Holder may elect to settle its Purchase Contracts early, in whole or in part, at the Early Settlement Rate (“Early Settlement Right”). (b) A Holder’s right to receive Common Stock upon Early Settlement of any of its Purchase Contracts is subject to the following conditions (Date and in the case of Global Securities, subject Growth PRIDES on or prior to the applicable procedures second Business Day immediately preceding the Purchase Contract Settlement Date, in each case, as provided herein; provided however, that if a Tax Event Redemption has occurred and the Treasury Portfolio has become a component of the Depositary): Income PRIDES, Purchase Contracts underlying Income PRIDES may be settled early on or prior to the second Business Day immediately preceding the Purchase Contract Settlement Date, but only in an aggregate amount of 40,000 Income PRIDES or in an integral multiple thereof. In order to exercise the right to effect Early Settlement with respect to any Purchase Contracts, the Holder of the Certificate evidencing Securities shall deliver such Certificate to the Agent at the Corporate Trust Office or the New York Office duly endorsed for transfer to the Company or in blank with the form of Election to Settle Early on the reverse thereof duly completed and accompanied by payment (payable to the Company) in immediately available funds in an amount (the "Early Settlement Amount") equal to (i) delivery the product of a written and signed notice (A) the Stated Amount times (B) the number of election (an “Purchase Contracts with respect to which the Holder has elected to effect Early Settlement Notice”) in the form attached to the Purchase Contract to the Purchase Contract Agent electing Early Settlement of such Purchase Contract; and plus (ii) satisfaction of if such delivery is made with respect to any Purchase Contracts during the conditions set forth in Section 4.04. (c) If a Holder complies with the requirements set forth in Section 4.06(b) prior to period from the close of business on any Record Date next preceding any Payment Date to the opening of business on such Payment Date, an amount equal to the Contract Adjustment Payments, if any, payable on such Payment Date with respect to such Purchase Contracts; provided that no payment shall be required pursuant to clause (ii) of this sentence if the Company shall have elected to defer the Contract Adjustment Payments which would otherwise be payable on such Payment Date. Except as provided in the immediately preceding sentence and subject to the next to last paragraph of Section 5.2, no payment or adjustment shall be made upon Early Settlement of any Purchase Contract on account of any Contract Adjustment Payments accrued on such Purchase Contract or on account of any dividends on the Common Stock issued upon such Early Settlement or on account of any Deferred Contract Adjustment Payments. If the foregoing requirements are first satisfied with respect to Purchase Contracts underlying any Securities at or prior to 5:00 p.m., New York City time, on a Business Day, then that Business Day such day shall be considered the “"Early Settlement Date.” If " with respect to such Securities and if such requirements are first satisfied after 5:00 p.m., New York City time, on a Holder complies with the requirements set forth in Section 4.06(b) at or after the close of business on any Business Day or at any time on a day that is not a Business Day, then 58 64 the "Early Settlement Date" with respect to such Securities shall be the next succeeding Business Day shall be considered the “Early Settlement DateDay.” (d) On the second Business Day following the Early Settlement Date, subject to satisfaction of the conditions set forth in Section 4.06(b) by a Holder with respect to any of its Purchase Contracts, the Company shall cause a number of shares of Common Stock per Purchase Contract equal to the Early Settlement Rate to be issued and delivered, together with payment of (i) any cash payable in lieu of fractional shares pursuant to Section 4.12 and (ii) any dividends or distributions with respect to such shares constituting part of the Purchase Contract Settlement Fund (but without any interest thereon), to such Holder by book-entry transfer or other appropriate procedures pursuant to Section 4.10. The Person in whose name any shares of the Common Stock shall be issuable upon such Early Settlement of a Purchase Contract shall be treated as the holder of record of such shares as of the close of business on the relevant Early Settlement Date. (e) In the event that Early Settlement is effected with respect to Purchase Contracts that are a component of Units, upon such Early Settlement, the Company shall execute and the Trustee shall authenticate (pursuant to the Indenture) on behalf of the Holder and deliver to the Holder thereof, at the expense of the Company, Separate Notes, in same form as the Notes comprising part of the Units, equal to the number of Purchase Contracts as to which Early Settlement was effected. (f) In the event that Early Settlement is effected with respect to Purchase Contracts represented by less than all the Purchase Contracts evidenced by a Security, upon such Early Settlement, the Company shall execute and the Purchase Contract Agent and Trustee shall authenticate on behalf of the Holder and deliver to the Holder thereof, at the expense of the Company, a Security evidencing the Purchase Contracts as to which Early Settlement was not effected. (g) Upon receipt of any Early Settlement Notice pursuant to Section 4.06(b), the Purchase Contract Agent shall promptly deliver a copy of such Early Settlement Notice to the Company.

Early Settlement. (a) Subject to and upon compliance with the provisions of this Section 4.06SECTION 509 at the option of the Holder thereof, any Purchase Contracts underlying Securities having an aggregate Stated Amount equal to $[1,000] or an integral multiple thereof may be settled early ("EARLY SETTLEMENT") as provided herein. In order to exercise the right to effect Early Settlement with respect to any Purchase Contracts, the Holder of the Security Certificate evidencing such Purchase Contracts shall deliver such Security Certificate to the Agent at the Corporate Trust Office duly endorsed for transfer to the Company or in blank with the form of Election to Settle Early on the reverse thereof duly completed and accompanied by payment in the form of a certified or cashier's check payable to the Company in immediately available funds in an amount (the "EARLY SETTLEMENT AMOUNT") equal to (i) the product of (A) the Stated Amount TIMES (B) the number of Purchase Contracts with respect to which the Holder has elected to effect Early Settlement MINUS (ii) the aggregate amount of Contract Fees, if any, otherwise payable on or prior to the close of business on the second Scheduled Trading Day immediately preceding Payment Date deferred at the Scheduled Mandatory Settlement Date, a Holder may elect option of the Company pursuant to settle its SECTION 503 and remaining unpaid as of such immediately preceding Payment Date PLUS (iii) if such delivery is made with respect to any Purchase Contracts early, in whole or in part, at during the Early Settlement Rate (“Early Settlement Right”). (b) A Holder’s right to receive Common Stock upon Early Settlement of any of its Purchase Contracts is subject to the following conditions (in the case of Global Securities, subject to the applicable procedures of the Depositary): (i) delivery of a written and signed notice of election (an “Early Settlement Notice”) in the form attached to the Purchase Contract to the Purchase Contract Agent electing Early Settlement of such Purchase Contract; and (ii) satisfaction of the conditions set forth in Section 4.04. (c) If a Holder complies with the requirements set forth in Section 4.06(b) prior to period from the close of business on any Record Date next preceding any Payment Date to the opening of business on such Payment Date, an amount equal to the sum of (x) the Contract Fees payable on such Payment Date with respect to such Purchase Contracts PLUS (y) the interest on the related Underlying Securities payable on such Payment Date. Except as provided in the immediately preceding sentence and subject to the [last] paragraph of SECTION 502, no payment or adjustment shall be made upon Early Settlement of any Purchase Contract on account of any Contract Fees accrued on such Purchase Contract or on account of any dividends on the Common Shares issued upon such Early Settlement. If the foregoing requirements are first satisfied with respect to Purchase Contracts underlying any Securities at or prior to 5:00 p.m., New York City time, on a Business Day, then that Business Day such day shall be considered the “Early Settlement Date.” If "EARLY SETTLEMENT DATE" with respect to such Securities and if such requirements are first satisfied after 5:00 p.m., New York City time, on a Holder complies with the requirements set forth in Section 4.06(b) at or after the close of business on any Business Day or at any time on a day that is not a Business Day, then the "Early Settlement Date" with respect to such Securities shall be the next succeeding Business Day shall be considered the “Early Settlement DateDay.” (d) On the second Business Day following the Early Settlement Date, subject to satisfaction of the conditions set forth in Section 4.06(b) by a Holder with respect to any of its Purchase Contracts, the Company shall cause a number of shares of Common Stock per Purchase Contract equal to the Early Settlement Rate to be issued and delivered, together with payment of (i) any cash payable in lieu of fractional shares pursuant to Section 4.12 and (ii) any dividends or distributions with respect to such shares constituting part of the Purchase Contract Settlement Fund (but without any interest thereon), to such Holder by book-entry transfer or other appropriate procedures pursuant to Section 4.10. The Person in whose name any shares of the Common Stock shall be issuable upon such Early Settlement of a Purchase Contract shall be treated as the holder of record of such shares as of the close of business on the relevant Early Settlement Date. (e) In the event that Early Settlement is effected with respect to Purchase Contracts that are a component of Units, upon such Early Settlement, the Company shall execute and the Trustee shall authenticate (pursuant to the Indenture) on behalf of the Holder and deliver to the Holder thereof, at the expense of the Company, Separate Notes, in same form as the Notes comprising part of the Units, equal to the number of Purchase Contracts as to which Early Settlement was effected. (f) In the event that Early Settlement is effected with respect to Purchase Contracts represented by less than all the Purchase Contracts evidenced by a Security, upon such Early Settlement, the Company shall execute and the Purchase Contract Agent and Trustee shall authenticate on behalf of the Holder and deliver to the Holder thereof, at the expense of the Company, a Security evidencing the Purchase Contracts as to which Early Settlement was not effected. (g) Upon receipt of any Early Settlement Notice pursuant to Section 4.06(b), the Purchase Contract Agent shall promptly deliver a copy of such Early Settlement Notice to the Company.

Early Settlement. (a) Subject to and upon compliance with the provisions of this Section 4.06509 at the option of the Holder thereof, any Purchase Contracts underlying securities having an aggregate Stated Amount to $____________ or an integral multiple thereof may be settled early ("Early Settlement") as provided herein. In order to exercise the right to effect Early Settlement with respect to any Purchase Contracts, the Holder of the Security Certificate evidencing such Purchase Contracts shall deliver such Security Certificate to the Agent at the Corporate Trust Office duly endorsed for transfer to the Company or in blank with the form of Election to Settle Early on the reverse thereof duly completed and accompanied by payment in the form of a certified or cashier's check payable to the order of the Company in immediately available funds in an amount (the "Early Settlement Amount") equal to [(i) the product of (A) the Stated Amount times (B) the number of Purchase Contracts with respect to which the Holder has elected to effect Early Settlement minus (ii) the aggregate amount of Contract Fees, if any, otherwise payable on or prior to the close of business on the second Scheduled Trading Day immediately preceding Payment Date deferred at the Scheduled Mandatory Settlement Date, a Holder may elect option of the Company pursuant to settle its Section 503 and remaining unpaid as of such immediately preceding Payment Date plus (iii) if such delivery is made with respect to any Purchase Contracts early, in whole or in part, at during the Early Settlement Rate (“Early Settlement Right”). (b) A Holder’s right to receive Common Stock upon Early Settlement of any of its Purchase Contracts is subject to the following conditions (in the case of Global Securities, subject to the applicable procedures of the Depositary): (i) delivery of a written and signed notice of election (an “Early Settlement Notice”) in the form attached to the Purchase Contract to the Purchase Contract Agent electing Early Settlement of such Purchase Contract; and (ii) satisfaction of the conditions set forth in Section 4.04. (c) If a Holder complies with the requirements set forth in Section 4.06(b) prior to period from the close of business on any Record Date next preceding any Payment Date to the opening of business on such Payment Date, an amount equal to the sum of (x) the Contract Fees payable on such Payment Date with respect to such Purchase Contracts plus (y) the distributions on the related Pledged Securities payable on such Payment Date]. Except as provided in the immediately preceding sentence and subject to the last paragraph of Section 502, no payment or adjustment shall be made upon Early Settlement of any Purchase Contract on account of any Contract Fees accrued on such Purchase Contract or on account of any dividends on the Common Stock issued upon such Early Settlement. If the foregoing requirements are first satisfied with respect to Purchase Contracts underlying any Securities at or prior to 5:00 p.m., New York City time, on a Business Day, then that Business Day such day shall be considered the “"Early Settlement Date.” If " with respect to such Securities and if such requirements are first satisfied after 5:00 p.m., New York City time, on a Holder complies with the requirements set forth in Section 4.06(b) at or after the close of business on any Business Day or at any time on a day that is not a Business Day, then the "Early Settlement Date" with respect to such Securities shall be the next succeeding Business Day shall be considered the “Early Settlement DateDay.” (d) On the second Business Day following the Early Settlement Date, subject to satisfaction of the conditions set forth in Section 4.06(b) by a Holder with respect to any of its Purchase Contracts, the Company shall cause a number of shares of Common Stock per Purchase Contract equal to the Early Settlement Rate to be issued and delivered, together with payment of (i) any cash payable in lieu of fractional shares pursuant to Section 4.12 and (ii) any dividends or distributions with respect to such shares constituting part of the Purchase Contract Settlement Fund (but without any interest thereon), to such Holder by book-entry transfer or other appropriate procedures pursuant to Section 4.10. The Person in whose name any shares of the Common Stock shall be issuable upon such Early Settlement of a Purchase Contract shall be treated as the holder of record of such shares as of the close of business on the relevant Early Settlement Date. (e) In the event that Early Settlement is effected with respect to Purchase Contracts that are a component of Units, upon such Early Settlement, the Company shall execute and the Trustee shall authenticate (pursuant to the Indenture) on behalf of the Holder and deliver to the Holder thereof, at the expense of the Company, Separate Notes, in same form as the Notes comprising part of the Units, equal to the number of Purchase Contracts as to which Early Settlement was effected. (f) In the event that Early Settlement is effected with respect to Purchase Contracts represented by less than all the Purchase Contracts evidenced by a Security, upon such Early Settlement, the Company shall execute and the Purchase Contract Agent and Trustee shall authenticate on behalf of the Holder and deliver to the Holder thereof, at the expense of the Company, a Security evidencing the Purchase Contracts as to which Early Settlement was not effected. (g) Upon receipt of any Early Settlement Notice pursuant to Section 4.06(b), the Purchase Contract Agent shall promptly deliver a copy of such Early Settlement Notice to the Company.

Early Settlement. (a) Subject to and upon compliance with the provisions of this Section 4.06, on any Trading Day prior to the close of business on the second third Scheduled Trading Day immediately preceding the Scheduled Mandatory Settlement Date, the Holder of a Holder Unit or Separate Purchase Contract may elect to settle its Purchase Contracts early, in whole or in part, and receive a number of shares of Common Stock per Purchase Contract at the Early Settlement Rate (“Early Settlement Right”) unless (i) the Holder elects to settle its Purchase Contracts early in connection with a Fundamental Change, in which case the Holder will receive upon settlement of its Purchase Contracts a number of shares of Common Stock per Purchase Contract based on the Fundamental Change Early Settlement Rate as described below or (ii) if the Holder elects to settle its Purchase Contracts early with an Early Settlement Date that occurs on or prior to July 1, 2017 (other than, for the avoidance of doubt, any such election in connection with a Fundamental Change), in which case the Holder will receive upon settlement of its Purchase Contracts a number of shares of Common Stock per Purchase Contract equal to 90% of the Minimum Settlement Rate on the Early Settlement Date, subject to adjustment as described below. (b) A Holder’s right to receive Common Stock upon Early Settlement of any of its Purchase Contracts is subject to the following conditions (in the case of Global Securities, subject to the applicable procedures of the Depositary):conditions: (i) delivery of a written and signed notice of election (an “Early Settlement Notice”) in the form attached to the Purchase Contract to the Purchase Contract Agent electing Early Settlement of such Purchase Contract (or, in the case of a Global Purchase Contract or Component Purchase Contract, delivery of notice of such election in accordance with applicable procedures of the Depositary) ; and (ii) satisfaction of the conditions set forth in Section 4.04. (c) If a Holder complies with the requirements set forth in Section 4.06(b) prior to before the close of business on any Business Day, then that Business Day shall be considered the “Early Settlement Date.” If a Holder complies with the requirements set forth in Section 4.06(b) at or after the close of business on any Business Day or at any time on a day that is not a Business Day, then the next succeeding Business Day shall be considered the “Early Settlement Date.” (d) On the second Business Day following the Early Settlement Date, subject Subject to satisfaction of the conditions set forth in Section 4.06(b) by a Holder with respect to any of its Purchase Contracts, the Company shall cause a number of shares of Common Stock per Purchase Contract equal to the Early Settlement Rate to be issued and delivered, together with payment of (i) any cash payable in lieu of fractional shares pursuant to Section 4.12 4.13 and (ii) any dividends or distributions with respect to such shares constituting part of the Purchase Contract Settlement Fund (but without any interest thereon), to such Holder by book-entry transfer or other appropriate procedures pursuant to Section 4.104.11 on the third Business Day following the Early Settlement Date. The Person in whose name any shares of the Common Stock shall be issuable upon such Early Settlement of a Purchase Contract shall be treated as become the holder of record of such shares as of the close of business on the relevant Early Settlement Date. (e) In the event that Early Settlement is effected with respect to Purchase Contracts that are a component of Units, upon such Early Settlement, the Company shall execute and the Trustee shall authenticate (pursuant to the Indenture) on behalf of the Holder and deliver to the Holder thereof, at the expense of the Company, Separate Notes, in same form as the Notes comprising part of the Units, equal to the number of Purchase Contracts as to which Early Settlement was effected. (f) In the event that Early Settlement is effected with respect to Purchase Contracts represented by less than all the Purchase Contracts evidenced by a Security, upon such Early Settlement, the Company shall execute and the Purchase Contract Agent and Trustee shall authenticate on behalf of the Holder and deliver to the Holder thereof, at the expense of the Company, a Security evidencing the Purchase Contracts as to which Early Settlement was not effected. (g) Upon receipt of any Early Settlement Notice pursuant to Section 4.06(b), the Purchase Contract Agent shall promptly deliver a copy of such Early Settlement Notice to the Company.

Early Settlement. (a) Subject to and upon compliance with the provisions of this Section 4.065.9, at the option of the Holder thereof, Purchase Contracts underlying Securities having an aggregate Stated Amount equal to $1,000 or an integral multiple thereof may be settled early ("Early Settlement") in the case of Income PRIDES (unless a Tax Event Redemption has occurred) on or prior to the close fifth Business Day immedi ately preceding the Purchase Contract Settlement Date and in the case of business Growth PRIDES on or prior to the second Scheduled Trading Business Day immediately preceding the Scheduled Mandatory Purchase Contract Settlement Date, in each case, as provided herein; provided however, that if a Holder may elect to settle its Tax Event Redemption has occurred and the Treasury Portfolio has become a component of the Income PRIDES, Purchase Contracts underlying Income PRIDES may be settled early, on or prior to the second Business Day immediately preceding the Purchase Contract Settlement Date, but only in whole an aggregate amount of 55 61 $4,000,000 or in partan integral multiple thereof. In order to exercise the right to effect Early Settlement with respect to any Purchase Contracts, the Holder of the Certificate evidencing Securities shall deliver such Certificate to the Agent at the Corporate Trust Office duly endorsed for transfer to the Company or in blank with the form of Election to Settle Early on the reverse thereof duly completed and accompanied by payment (payable to the Company in immediately available funds in an amount (the "Early Settlement Rate (“Early Settlement Right”). (bAmount") A Holder’s right equal to receive Common Stock upon Early Settlement of any of its Purchase Contracts is subject to the following conditions (in the case of Global Securities, subject to the applicable procedures of the Depositary): (i) delivery the product of a written and signed notice (A) the Stated Amount times (B) the number of election (an “Purchase Contracts with respect to which the Holder has elected to effect Early Settlement Notice”) in the form attached to the Purchase Contract to the Purchase Contract Agent electing Early Settlement of such Purchase Contract; and plus (ii) satisfaction of if such delivery is made with respect to any Purchase Contracts during the conditions set forth in Section 4.04. (c) If a Holder complies with the requirements set forth in Section 4.06(b) prior to period from the close of business on any Business Record Date next preceding any Payment Date to the opening of business on such Payment Date, an amount equal to the sum of (x) the Contract Adjustment Payments, if any, payable on such Payment Date with respect to such Purchase Contracts plus (y) in the case of Income PRIDES Certificate, the distributions on the related Capital Securities payable on such Payment Date. Except as provided in the immediately preceding sentence and subject to the second to last paragraph of Section 5.2, no payment or adjustment shall be made upon Early Settlement of any Purchase Contract on account of any Contract Adjustment Payments, if any, accrued on such Purchase Contract or on account of any dividends on the Common Stock issued upon such Early Settlement or on account of any Deferred Contract Adjustment Payments. If the foregoing requirements are first satisfied with respect to Purchase Contracts underlying any Securities at or prior to 5:00 p.m., New York City time, on a Busi ness Day, then that Business Day such day shall be considered the “"Early Settlement Date.” If " with respect to such Securi ties and if such requirements are first satisfied after 5:00 p.m., New York City time, on a Holder complies with the requirements set forth in Section 4.06(b) at or after the close of business on any Business Day or at any time on a day that is not a Business Day, then the "Early Settlement Date" with respect to such Securities shall be the next succeeding Business Day shall be considered the “Early Settlement DateDay.” (d) On the second Business Day following the Early Settlement Date, subject to satisfaction of the conditions set forth in Section 4.06(b) by a Holder with respect to any of its Purchase Contracts, the Company shall cause a number of shares of Common Stock per Purchase Contract equal to the Early Settlement Rate to be issued and delivered, together with payment of (i) any cash payable in lieu of fractional shares pursuant to Section 4.12 and (ii) any dividends or distributions with respect to such shares constituting part of the Purchase Contract Settlement Fund (but without any interest thereon), to such Holder by book-entry transfer or other appropriate procedures pursuant to Section 4.10. The Person in whose name any shares of the Common Stock shall be issuable upon such Early Settlement of a Purchase Contract shall be treated as the holder of record of such shares as of the close of business on the relevant Early Settlement Date. (e) In the event that Early Settlement is effected with respect to Purchase Contracts that are a component of Units, upon such Early Settlement, the Company shall execute and the Trustee shall authenticate (pursuant to the Indenture) on behalf of the Holder and deliver to the Holder thereof, at the expense of the Company, Separate Notes, in same form as the Notes comprising part of the Units, equal to the number of Purchase Contracts as to which Early Settlement was effected. (f) In the event that Early Settlement is effected with respect to Purchase Contracts represented by less than all the Purchase Contracts evidenced by a Security, upon such Early Settlement, the Company shall execute and the Purchase Contract Agent and Trustee shall authenticate on behalf of the Holder and deliver to the Holder thereof, at the expense of the Company, a Security evidencing the Purchase Contracts as to which Early Settlement was not effected. (g) Upon receipt of any Early Settlement Notice pursuant to Section 4.06(b), the Purchase Contract Agent shall promptly deliver a copy of such Early Settlement Notice to the Company.

Early Settlement. (a) Subject to and upon compliance with the provisions of this Section 4.065.9 at the option of the Holder thereof, prior any Purchase Contracts underlying Securities having an aggregate Stated Amount equal to $______ or an integral multiple thereof may be settled early ("Early Settlement") as provided herein. In order to exercise the right to effect Early Settlement with respect to any Purchase Contracts, the Holder of the Security Certificate evidencing such Purchase Contracts shall deliver such Security Certificate to the close Agent at the Corporate Trust Office duly endorsed for transfer to the Company or in blank with the form of business Election to Settle Early on the second Scheduled Trading Day reverse thereof duly completed and accompanied by payment in the form of a certified or cashier's check payable to the order of the Company in immediately preceding available funds in an amount (the Scheduled Mandatory Settlement Date, a Holder may elect to settle its Purchase Contracts early, in whole or in part, at the "Early Settlement Rate (“Early Settlement Right”). (bAmount") A Holder’s right equal to receive Common Stock upon Early Settlement of any of its Purchase Contracts is subject to the following conditions (in the case of Global Securities, subject to the applicable procedures of the Depositary): (i) delivery the product of a written and signed notice (A) the Stated Amount times (B) the number of election (an “Purchase Contracts with respect to which the Holder has elected to effect Early Settlement Notice”) in the form attached to the Purchase Contract to the Purchase Contract Agent electing Early Settlement of such Purchase Contract; and [plus (ii) satisfaction of if such delivery is made with respect to any Purchase Contracts during the conditions set forth in Section 4.04. (c) If a Holder complies with the requirements set forth in Section 4.06(b) prior to period from the close of business on any Business Day, then that Business Day shall be considered Record Date next preceding any Payment Date to the “Early Settlement Date.” If a Holder complies with the requirements set forth in Section 4.06(b) at or after the close opening of business on any Business Day or at any time on a day that is not a Business Day, then the next succeeding Business Day shall be considered the “Early Settlement Date.” (d) On the second Business Day following the Early Settlement such Payment Date, subject to satisfaction of the conditions set forth in Section 4.06(b) by a Holder with respect to any of its Purchase Contracts, the Company shall cause a number of shares of Common Stock per Purchase Contract an amount equal to the Early Settlement Rate to be issued and delivered, together with payment sum of (ix) any cash the Yield Enhancement Payments payable in lieu of fractional shares pursuant to Section 4.12 and (ii) any dividends or distributions on such Payment Date with respect to such shares constituting part Purchase Contracts plus (y) the interest on the related Treasury Notes payable on such Payment Date. Except as provided in the immediately preceding sentence and subject to the second to last paragraph of the Section 5.2, no payment or adjustment shall be made upon Early Settlement of any Purchase Contract Settlement Fund (but without on account of any interest thereon), to Yield Enhancement Payments accrued on such Holder by book-entry transfer Purchase Contract or other appropriate procedures pursuant to Section 4.10. The Person in whose name on account of any shares of dividends on the Common Stock shall be issuable issued upon such Early Settlement of a Purchase Contract shall be treated as Settlement]. If the holder of record of such shares as of the close of business on the relevant Early Settlement Date. (e) In the event that Early Settlement is effected foregoing requirements are first satisfied with respect to Purchase Contracts that are a component of Unitsunderlying any Securities at or prior to 5:00 p.m., upon such Early Settlement, the Company shall execute and the Trustee shall authenticate (pursuant to the Indenture) on behalf of the Holder and deliver to the Holder thereof, at the expense of the Company, Separate Notes, in same form as the Notes comprising part of the Units, equal to the number of Purchase Contracts as to which Early Settlement was effected. (f) In the event that Early Settlement is effected with respect to Purchase Contracts represented by less than all the Purchase Contracts evidenced by a Security, upon such Early Settlement, the Company shall execute and the Purchase Contract Agent and Trustee shall authenticate on behalf of the Holder and deliver to the Holder thereof, at the expense of the Company, a Security evidencing the Purchase Contracts as to which Early Settlement was not effected. (g) Upon receipt of any Early Settlement Notice pursuant to Section 4.06(b), the Purchase Contract Agent shall promptly deliver a copy of such Early Settlement Notice to the Company.New York City

Early Settlement. (a) Subject to and upon compliance with the provisions of this Section 4.06, on any Trading Day prior to the close of business on the second third Scheduled Trading Day immediately preceding the Scheduled Mandatory Settlement Date, a the Holder of Units or Separate Purchase Contracts may elect to settle its Purchase Contracts early, in whole or in part, and receive a number of shares of Common Stock per Purchase Contract at the Early Settlement Rate (“Early Settlement Right”). (b) A Holder’s right to receive Common Stock upon Early Settlement of any of its Purchase Contracts is subject to the following conditions (in the case of Global Securities, subject to the applicable procedures of the Depositary):conditions: (i) delivery of a written and signed notice of election (an “Early Settlement Notice”) in the form attached to the Purchase Contract to the Purchase Contract Agent Agent, electing Early Settlement of such Purchase Contract (or, in the case of a Global Purchase Contract or Component Purchase Contract, delivery of notice of such election in accordance with applicable procedures of the Depositary); and (ii) satisfaction of the conditions set forth in Section 4.04. (c) If a Holder complies with the requirements set forth in Section 4.06(b) prior to before the close of business on any Business Day, then that Business Day shall be considered the “Early Settlement Date.” If a Holder complies with the requirements set forth in Section 4.06(b) at or after the close of business on any Business Day or at any time on a day that is not a Business Day, then the next succeeding Business Day shall be considered the “Early Settlement Date.” (d) On the second Business Day following the Early Settlement Date, subject Subject to satisfaction of the conditions set forth in Section 4.06(b) by a Holder with respect to any of its Purchase Contracts, the Company shall cause a number of shares of Common Stock per Purchase Contract equal to the Early Settlement Rate to be issued and delivered, together with payment of (i) any cash payable in lieu of fractional shares pursuant to Section 4.12 4.13 and (ii) any dividends or distributions with respect to such shares constituting part of the Purchase Contract Settlement Fund (but without any interest thereon), to such Holder by book-entry transfer or other appropriate procedures pursuant to Section 4.104.11 on the third Business Day following the Early Settlement Date. The Person in whose name any shares of the Common Stock shall be issuable upon such Early Settlement of a Purchase Contract shall be treated as become the holder of record of such shares as of the close of business on the relevant Early Settlement Date. (e) In the event that Early Settlement is effected with respect to Purchase Contracts that are a component components of Units, upon such Early Settlement, the Company shall execute and cause the Trustee shall authenticate Transfer Agent to countersign (pursuant to the IndentureCertificate of Designations) on behalf of the Holder and deliver to the Holder thereof, at the expense of the Company, a number of shares of Separate Notes, Mandatory Redeemable Preferred Stock in the same form as the Notes shares of Mandatory Redeemable Preferred Stock comprising part of the Units, equal to the number of Purchase Contracts as to which Early Settlement was effected. (f) In the event that Early Settlement is effected with respect to Purchase Contracts represented by less than all the Purchase Contracts evidenced by a Security, upon such Early Settlement, the Company shall execute and the Purchase Contract Agent and Trustee shall authenticate on behalf of the Holder and deliver to the Holder thereof, at the expense of the Company, a Security evidencing the Purchase Contracts as to which Early Settlement was not effected. (g) Upon receipt of any Early Settlement Notice pursuant to Section 4.06(b), the Purchase Contract Agent shall promptly deliver a copy of such Early Settlement Notice to the Company.

Early Settlement. (a) Subject to and upon compliance with the provisions of this Section 4.06, prior to the close of business on the second Scheduled Trading Day immediately preceding the Scheduled Mandatory Settlement Date, a Holder may elect to settle its Purchase Contracts early, in whole or in part5.9, at the option of the Holder thereof, Purchase Contracts underlying Securities, having 55 63 an aggregate Stated Amount equal to $1,000 or an integral multiple thereof, may be settled early ("Early Settlement") as provided herein. In order to exercise the right to effect Early Settlement Rate with respect to any Purchase Contracts, the Holder of the Certificate evidencing such Purchase Contracts shall deliver such Certificate to the Agent at the Corporate Trust Office duly endorsed for transfer to the Company or in blank with the form of Election to Settle Early on the reverse thereof duly completed and accompanied by payment in the form of a certified or cashier's check payable to the order of the Company in an amount (“the "Early Settlement Right”). (bAmount") A Holder’s right equal to receive Common Stock upon Early Settlement of any of its Purchase Contracts is subject to the following conditions (in the case of Global Securities, subject to the applicable procedures of the Depositary): (i) delivery the product of a written and signed notice (A) the Stated Amount times (B) the number of election (an “Purchase Contracts with respect to which the Holder has elected to effect Early Settlement Notice”) in the form attached to the Purchase Contract to the Purchase Contract Agent electing Early Settlement of such Purchase Contract; and plus (ii) satisfaction of if such delivery is made with respect to any Purchase Contracts during the conditions set forth in Section 4.04. (c) If a Holder complies with the requirements set forth in Section 4.06(b) prior to period from the close of business on any Record Date next preceding any Payment Date to the opening of business on such Payment Date, an amount equal to the sum of (x) the Contract Adjustment Payments, if any, payable on such Payment Date with respect to such Purchase Contracts plus (y) in the case of Income PRIDES Certificate, the distributions on the related Preferred Securities payable on such Payment Date. Except as provided in the immediately preceding sentence and subject to the second to last paragraph of Section 5.2, no payment or adjustment shall be made upon Early Settlement of any Purchase Contract on account of any Contract Adjustment Payments accrued on such Purchase Contract or on account of any dividends on the Common Stock issued upon such Early Settlement. If the foregoing requirements are first satisfied with respect to Purchase Contracts underlying any Securities at or prior to 5:00 p.m., New York City time, on a Business Day, then that Business Day such day shall be considered the “"Early Settlement Date.” If " with respect to such Securities and if such requirements are first satisfied after 5:00 p.m., New York City time, on a Holder complies with the requirements set forth in Section 4.06(b) at or after the close of business on any Business Day or at any time on a day that is not a Business Day, then the "Early Settlement Date" with respect to such Securities shall be the next succeeding Business Day shall be considered the “Early Settlement DateDay.” (d) On the second Business Day following the Early Settlement Date, subject to satisfaction of the conditions set forth in Section 4.06(b) by a Holder with respect to any of its Purchase Contracts, the Company shall cause a number of shares of Common Stock per Purchase Contract equal to the Early Settlement Rate to be issued and delivered, together with payment of (i) any cash payable in lieu of fractional shares pursuant to Section 4.12 and (ii) any dividends or distributions with respect to such shares constituting part of the Purchase Contract Settlement Fund (but without any interest thereon), to such Holder by book-entry transfer or other appropriate procedures pursuant to Section 4.10. The Person in whose name any shares of the Common Stock shall be issuable upon such Early Settlement of a Purchase Contract shall be treated as the holder of record of such shares as of the close of business on the relevant Early Settlement Date. (e) In the event that Early Settlement is effected with respect to Purchase Contracts that are a component of Units, upon such Early Settlement, the Company shall execute and the Trustee shall authenticate (pursuant to the Indenture) on behalf of the Holder and deliver to the Holder thereof, at the expense of the Company, Separate Notes, in same form as the Notes comprising part of the Units, equal to the number of Purchase Contracts as to which Early Settlement was effected. (f) In the event that Early Settlement is effected with respect to Purchase Contracts represented by less than all the Purchase Contracts evidenced by a Security, upon such Early Settlement, the Company shall execute and the Purchase Contract Agent and Trustee shall authenticate on behalf of the Holder and deliver to the Holder thereof, at the expense of the Company, a Security evidencing the Purchase Contracts as to which Early Settlement was not effected. (g) Upon receipt of any Early Settlement Notice pursuant to Section 4.06(b), the Purchase Contract Agent shall promptly deliver a copy of such Early Settlement Notice to the Company.

Early Settlement. (a) Subject In the event of a merger or consolidation of the Company of the type described in clause (i) of Section 506(b) in which the Common Shares outstanding immediately prior to and upon compliance with such merger or consolidation are exchanged for consideration consisting of at least 30% cash or cash equivalents (any such event a "Cash Merger"), then the provisions Company (or the successor to the Company hereunder) shall be required to offer the Holder of this Section 4.06, each Unit the right to settle the Purchase Contract underlying such Unit prior to the close Stock Purchase Date ("Early Settlement") as provided herein. On or before the fifth Business Day after the consummation of business a Cash Merger the Company or, at the request and expense of the Company, the Unit Agent shall give all Holders notice, in the manner provided in Section 105, of the occurrence of the Cash Merger and of the right of Early Settlement arising as a result thereof. The Company shall also deliver a copy of such notice to the Unit Agent and the Collateral Agent. Each such notice shall contain: (i) the date, which shall be not less than 20 nor more than 30 days after the date of such notice, on which the second Scheduled Trading Day immediately preceding Early Settlement will be effected (the Scheduled Mandatory "Early Settlement Date"); (ii) the date, which shall be three Business Days prior to the Early Settlement Date, a Holder may elect to settle its Purchase Contracts early, in whole or in part, at by which the Early Settlement right must be exercised; (iii) the Settlement Rate in effect as a result of such Cash Merger and the kind and amount of securities, cash and other property receivable by the Holder upon settlement of each Purchase Contract pursuant to Section 506(b); (“iv) a statement to the effect that all or a portion of the Stated Amount payable by the Holder to settle the Purchase Contract will be offset against the amount of cash so receivable upon exercise of Early Settlement, as applicable; (v) the instructions a Holder must follow to exercise the Early Settlement Right”)right; and (vi) a statement to the effect that accrued and unpaid Contract Fees in respect of the Purchase Contracts for which Early Settlement shall have been effected shall be payable on the Early Settlement Date and that upon such payment Contract Fees on such Purchase Contracts shall cease to accrue. (b) A Holder’s right to receive Common Stock upon To exercise an Early Settlement of any of its Purchase Contracts is subject right, a Holder shall deliver to the following conditions (Unit Agent on or before 5:00 p.m., New York City time on the date specified in the case notice the Unit Certificate(s) with respect to which the Early Settlement right is being exercised with the form of Global Securities, subject "Election to Settle Early" on the applicable procedures reverse thereof duly completed accompanied by payment of the Depositary): (i) delivery of a written and signed notice of election (an “Early Settlement Notice”) in purchase price for the form attached property to be purchased pursuant to the Purchase Contract Contracts underlying such Units, which payment shall be made in lawful money of the United States by certified or cashier's check payable to the order of the Company in immediately available funds in an amount equal to the aggregate Stated Amount of the Units in respect of which the Early Settlement is being effected less the amount of cash that otherwise would be deliverable by the Company or its successor upon settlement of the Purchase Contract Agent electing Early Settlement in lieu of such Purchase Contract; and (iiCommon Shares pursuant to Section 506(b) satisfaction of and as described in the conditions set forth in Section 4.04notice to Holders. (c) If In the event an Early Settlement right shall be exercised by a Holder complies in accordance with the requirements set forth in Section 4.06(bterms hereof, (i) prior to the close of business on any Business Day, then that Business Day shall be considered the “Early Settlement Date.” If a Holder complies with the requirements set forth in Section 4.06(b) at or after the close of business on any Business Day or at any time on a day that is not a Business Day, then the next succeeding Business Day shall be considered the “Early Settlement Date.” (d) On the second Business Day following the Early Settlement Date, subject to satisfaction of the conditions set forth in Section 4.06(b) by a Holder with respect to any of its Purchase Contracts, Date the Company shall deliver or cause a to be delivered by the Unit Agent to each such exercising Holder the net cash, securities and other property to be received, as provided herein, by such exercising Holder in respect of the number of shares of Common Stock per Purchase Contracts for which such Early Settlement right was exercised, together with all accrued and unpaid Contract equal Fees to the Early Settlement Rate to be issued and deliveredDate payable on such Purchase Contracts, together in accordance with payment of (i) any cash payable in lieu of fractional shares pursuant to Section 4.12 the settlement instructions provided by such Holder and (ii) any dividends or distributions with respect all references herein to such shares constituting part of the Stock Purchase Contract Settlement Fund (but without any interest thereon), to such Holder by book-entry transfer or other appropriate procedures pursuant to Section 4.10. The Person in whose name any shares of the Common Stock Date shall be issuable upon deemed to refer to such Early Settlement Date and all references to the form of a Purchase Contract Settlement Instruction shall be treated deemed to refer to the form of Election to Settle Early, as the holder of record of such shares as of the close of business on the relevant Early Settlement Dateapplicable. (ed) In the event that Early Settlement is effected with respect to less than all of the Purchase Contracts that are underlying the Units evidenced by a component of UnitsUnit Certificate, upon such Early Settlement, Settlement the Company shall execute and the Trustee Unit Agent shall authenticate (pursuant to the Indenture) authenticate, execute on behalf of the Holder and deliver to the Holder thereof, at the expense of the Company, Separate Notes, in same form as the Notes comprising part of the Units, equal to the number of Purchase Contracts as to which Early Settlement was effected. (f) In the event that Early Settlement is effected with respect to Purchase Contracts represented by less than all the Purchase Contracts evidenced by a Security, upon such Early Settlement, the Company shall execute and the Purchase Contract Agent and Trustee shall authenticate on behalf of the Holder Holders and deliver to the Holder thereof, at the expense of the Company, a Security Unit Certificate evidencing the Purchase Contracts Units as to which Early Settlement was not effected. (g) Upon receipt of any Early Settlement Notice pursuant to Section 4.06(b), the Purchase Contract Agent shall promptly deliver a copy of such Early Settlement Notice to the Company.. ARTICLE SIX

Early Settlement. (a) Subject to and upon compliance with the provisions of this Section 4.06, on any Trading Day prior to the close of business on the second third Scheduled Trading Day immediately preceding the Scheduled Mandatory Settlement Date, the Holder of a Holder Unit or Separate Purchase Contract may elect to settle its Purchase Contracts early, in whole or in part, and receive a number of shares of Class A Common Stock per Purchase Contract at the Early Settlement Rate (“Early Settlement Right”). (b) A Holder’s right to receive Class A Common Stock upon Early Settlement of any of its Purchase Contracts is subject to the following conditions (in the case of Global Securities, subject to the applicable procedures of the Depositary):conditions: (i) delivery of a written and signed notice of election (an “Early Settlement Notice”) in the form attached to the Purchase Contract to the Purchase Contract Agent electing Early Settlement of such Purchase Contract (or, in the case of a Global Purchase Contract or Component Purchase Contract, delivery of notice of such election in accordance with applicable procedures of the Depositary) ; and (ii) satisfaction of the conditions set forth in Section 4.04. (c) If a Holder complies with the requirements set forth in Section 4.06(b) prior to before the close of business on any Business Day, then that Business Day shall be considered the “Early Settlement Date.” If a Holder complies with the requirements set forth in Section 4.06(b) at or after the close of business on any Business Day or at any time on a day that is not a Business Day, then the next succeeding Business Day shall be considered the “Early Settlement Date.” (d) On the second Business Day following the Early Settlement Date, subject Subject to satisfaction of the conditions set forth in Section 4.06(b) by a Holder with respect to any of its Purchase Contracts, the Company shall cause a number of shares of Class A Common Stock per Purchase Contract equal to the Early Settlement Rate to be issued and delivered, together with payment of (i) any cash payable in lieu of fractional shares pursuant to Section 4.12 4.13 and (ii) any dividends or distributions with respect to such shares constituting part of the Purchase Contract Settlement Fund (but without any interest thereon), to such Holder by book-entry transfer or other appropriate procedures pursuant to Section 4.104.11 on the third Business Day following the Early Settlement Date. The Person in whose name any shares of the Class A Common Stock shall be issuable upon such Early Settlement of a Purchase Contract shall be treated as become the holder of record of such shares as of the close of business on the relevant Early Settlement Date. (e) In the event that Early Settlement is effected with respect to Purchase Contracts that are a component of Units, upon such Early Settlement, the Company shall execute and the Trustee shall authenticate (pursuant to the Indenture) on behalf of the Holder and deliver to the Holder thereof, at the expense of the Company, Separate Notes, in same form as the Notes comprising part of the Units, equal to the number of Purchase Contracts as to which Early Settlement was effected. (f) In the event that Early Settlement is effected with respect to Purchase Contracts represented by less than all the Purchase Contracts evidenced by a Security, upon such Early Settlement, the Company shall execute and the Purchase Contract Agent and Trustee shall authenticate on behalf of the Holder and deliver to the Holder thereof, at the expense of the Company, a Security evidencing the Purchase Contracts as to which Early Settlement was not effected. (g) Upon receipt of any Early Settlement Notice pursuant to Section 4.06(b), the Purchase Contract Agent shall promptly deliver a copy of such Early Settlement Notice to the Company.

Early Settlement. (a) Subject to and upon compliance with the provisions of this Section 4.06509 at the option of the Holder thereof, any Purchase Contracts underlying Securities having an aggregate Stated Amount equal to $[1,000] or an integral multiple thereof may be settled early ("Early Settlement") as provided herein. In order to exercise the right to effect Early Settlement with respect to any Purchase Contracts, the Holder of the Security Certificate evidencing such Purchase Contracts shall deliver such Security Certificate to the Agent at the Corporate Trust Office duly endorsed for transfer to the Company or in blank with the form of Election to Settle Early on the reverse thereof duly completed and accompanied by payment in the form of a certified or cashier's check payable to the Company in immediately available funds in an amount (the "Early Settlement Amount") equal to (i) the product of (A) the Stated Amount times (B) ----- the number of Purchase Contracts with respect to which the Holder has elected to effect Early Settlement minus (ii) the aggregate amount of Contract Fees, if ----- any, otherwise payable on or prior to the close of business on the second Scheduled Trading Day immediately preceding Payment Date deferred at the Scheduled Mandatory Settlement Date, a Holder may elect option of the Company pursuant to settle its Section 503 and remaining unpaid as of such immediately preceding Payment Date plus (iii) if such delivery ---- is made with respect to any Purchase Contracts early, in whole or in part, at during the Early Settlement Rate (“Early Settlement Right”). (b) A Holder’s right to receive Common Stock upon Early Settlement of any of its Purchase Contracts is subject to the following conditions (in the case of Global Securities, subject to the applicable procedures of the Depositary): (i) delivery of a written and signed notice of election (an “Early Settlement Notice”) in the form attached to the Purchase Contract to the Purchase Contract Agent electing Early Settlement of such Purchase Contract; and (ii) satisfaction of the conditions set forth in Section 4.04. (c) If a Holder complies with the requirements set forth in Section 4.06(b) prior to period from the close of business on any Record Date next preceding any Payment Date to the opening of business on such Payment Date, an amount equal to the sum of (x) the Contract Fees payable on such Payment Date with respect to such Purchase Contracts plus ---- (y) the interest on the related Underlying Securities payable on such Payment Date. Except as provided in the immediately preceding sentence and subject to the [last] paragraph of Section 502, no payment or adjustment shall be made upon Early Settlement of any Purchase Contract on account of any Contract Fees accrued on such Purchase Contract or on account of any dividends on the Common Stock issued upon such Early Settlement. If the foregoing requirements are first satisfied with respect to Purchase Contracts underlying any Securities at or prior to 5:00 p.m., New York City time, on a Business Day, then that Business Day such day shall be considered the “"Early Settlement Date.” If " with respect to such Securities and if such requirements are first satisfied after 5:00 p.m., New York City time, on a Holder complies with the requirements set forth in Section 4.06(b) at or after the close of business on any Business Day or at any time on a day that is not a Business Day, then the "Early Settlement Date" with respect to such Securities shall be the next succeeding Business Day shall be considered the “Early Settlement DateDay.” (d) On the second Business Day following the Early Settlement Date, subject to satisfaction of the conditions set forth in Section 4.06(b) by a Holder with respect to any of its Purchase Contracts, the Company shall cause a number of shares of Common Stock per Purchase Contract equal to the Early Settlement Rate to be issued and delivered, together with payment of (i) any cash payable in lieu of fractional shares pursuant to Section 4.12 and (ii) any dividends or distributions with respect to such shares constituting part of the Purchase Contract Settlement Fund (but without any interest thereon), to such Holder by book-entry transfer or other appropriate procedures pursuant to Section 4.10. The Person in whose name any shares of the Common Stock shall be issuable upon such Early Settlement of a Purchase Contract shall be treated as the holder of record of such shares as of the close of business on the relevant Early Settlement Date. (e) In the event that Early Settlement is effected with respect to Purchase Contracts that are a component of Units, upon such Early Settlement, the Company shall execute and the Trustee shall authenticate (pursuant to the Indenture) on behalf of the Holder and deliver to the Holder thereof, at the expense of the Company, Separate Notes, in same form as the Notes comprising part of the Units, equal to the number of Purchase Contracts as to which Early Settlement was effected. (f) In the event that Early Settlement is effected with respect to Purchase Contracts represented by less than all the Purchase Contracts evidenced by a Security, upon such Early Settlement, the Company shall execute and the Purchase Contract Agent and Trustee shall authenticate on behalf of the Holder and deliver to the Holder thereof, at the expense of the Company, a Security evidencing the Purchase Contracts as to which Early Settlement was not effected. (g) Upon receipt of any Early Settlement Notice pursuant to Section 4.06(b), the Purchase Contract Agent shall promptly deliver a copy of such Early Settlement Notice to the Company.

Early Settlement. (a) Subject to and upon compliance with the provisions of this Section 4.065.9, at the option of the Holder thereof, Purchase Contracts underlying Securities, having an aggregate Stated Amount equal to $1,000 or an integral multiple thereof, may be settled early ("Early Settlement") in the case of Type A Securities (unless a Tax Event Redemption has occurred) on or prior to the close of business on the second Scheduled Trading fifth Business Day immediately preceding the Scheduled Mandatory Purchase Contract Settlement Date, a Holder may elect to settle its Purchase Contracts early, in whole or in part, at the Early Settlement Rate (“Early Settlement Right”). (b) A Holder’s right to receive Common Stock upon Early Settlement of any of its Purchase Contracts is subject to the following conditions (Date and in the case of Global Type B Securities on or prior to the second Business Day immediately preceding the Purchase Contract Settlement Date, in each case, as provided herein; provided however, that if a Tax Event Redemption has occurred and the Treasury Portfolio has become a component of the Type A Securities, subject Purchase Contracts underlying Type A Securities may be settled early, on or prior to the applicable procedures second Business Day immediately preceding the Purchase Contract Settlement Date, but only in an aggregate amount of $40,000,000 or in an integral multiple thereof. In order to exercise the right to effect Early Settlement with respect to any Purchase Contracts, the Holder of the Depositary): Certificate evidencing Securities shall deliver such Certificate to the Agent at the Corporate Trust Office duly endorsed for transfer to the Company or in blank with the form of Election to Settle Early on the reverse thereof duly completed and accompanied by payment (payable to the Company in immediately available funds in an amount (the "Early Settlement Amount") equal to (i) delivery the product of a written and signed notice (A) the Stated Amount times (B) the number of election (an “Purchase Contracts with respect to which the Holder has elected to effect Early Settlement Notice”) in the form attached to the Purchase Contract to the Purchase Contract Agent electing Early Settlement of such Purchase Contract; and plus (ii) satisfaction of if such delivery is made with respect to any Purchase Contracts during the conditions set forth in Section 4.04. (c) If a Holder complies with the requirements set forth in Section 4.06(b) prior to period from the close of business on any Record Date next preceding any Payment Date to the opening of business on such Payment Date, an amount equal to the sum of (x) the Contract Adjustment Payments payable on such Payment Date with respect to such Purchase Contracts plus (y) in the case of Type A Certificate, the payment of interest on the related Debt Securities payable on such Payment Date. Except as provided in the immediately preceding sentence and subject to the second to last paragraph of Section 5.2, no payment or adjustment shall be made upon Early Settlement of any Purchase Contract on account of any Contract Adjustment Payments accrued on such Purchase Contract or on account of any dividends on the Common Stock issued upon such Early Settlement. If the foregoing requirements are first satisfied with respect to Purchase Contracts underlying any Securities at or prior to 5:00 p.m., New York City time, on a Business Day, then that Business Day such day shall be considered the “"Early Settlement Date.” If " with respect to such Securities and if such requirements are first satisfied after 5:00 p.m., New York City time, on a Holder complies with the requirements set forth in Section 4.06(b) at or after the close of business on any Business Day or at any time on a day that is not a Business Day, then the "Early Settlement Date" with respect to such Securities shall be the next succeeding Business Day shall be considered the “Early Settlement DateDay.” (d) On the second Business Day following the Early Settlement Date, subject to satisfaction of the conditions set forth in Section 4.06(b) by a Holder with respect to any of its Purchase Contracts, the Company shall cause a number of shares of Common Stock per Purchase Contract equal to the Early Settlement Rate to be issued and delivered, together with payment of (i) any cash payable in lieu of fractional shares pursuant to Section 4.12 and (ii) any dividends or distributions with respect to such shares constituting part of the Purchase Contract Settlement Fund (but without any interest thereon), to such Holder by book-entry transfer or other appropriate procedures pursuant to Section 4.10. The Person in whose name any shares of the Common Stock shall be issuable upon such Early Settlement of a Purchase Contract shall be treated as the holder of record of such shares as of the close of business on the relevant Early Settlement Date. (e) In the event that Early Settlement is effected with respect to Purchase Contracts that are a component of Units, upon such Early Settlement, the Company shall execute and the Trustee shall authenticate (pursuant to the Indenture) on behalf of the Holder and deliver to the Holder thereof, at the expense of the Company, Separate Notes, in same form as the Notes comprising part of the Units, equal to the number of Purchase Contracts as to which Early Settlement was effected. (f) In the event that Early Settlement is effected with respect to Purchase Contracts represented by less than all the Purchase Contracts evidenced by a Security, upon such Early Settlement, the Company shall execute and the Purchase Contract Agent and Trustee shall authenticate on behalf of the Holder and deliver to the Holder thereof, at the expense of the Company, a Security evidencing the Purchase Contracts as to which Early Settlement was not effected. (g) Upon receipt of any Early Settlement Notice pursuant to Section 4.06(b), the Purchase Contract Agent shall promptly deliver a copy of such Early Settlement Notice to the Company.

Early Settlement. (a) Subject to and upon compliance with the provisions of this Section 4.065.09 at the option of the Holder thereof, any Purchase Contracts underlying securities having an aggregate Stated Amount to $ ____________ or an integral multiple thereof may be settled early ("Early Settlement") as provided herein. In order to exercise the right to effect Early Settlement with respect to any Purchase Contracts, the Holder of the Security Certificate evidencing such Purchase Contracts shall deliver such Security Certificate to the Agent at the Corporate Trust office duly endorsed for transfer to the Company or in blank with the form of Election to Settle Early on the reverse thereof duly completed and accompanied by payment in the form of a certified or cashier's check payable to the order of the Company in immediately available funds in an amount (the "Early Settlement Amount") equal to [(i) the product of (A) the Stated Amount times (B) the number of purchase Contracts with respect to which the Holder has elected to effect Early Settlement minus (ii) the aggregate amount of Contract Fees, if any, otherwise payable on or prior to the close of business on the second Scheduled Trading Day immediately preceding Payment Date deferred at the Scheduled Mandatory Settlement Date, a Holder may elect option of the Company pursuant to settle its Section 5.03 and remaining unpaid as of such immediately preceding Payment Date plus (iii) if such delivery is made with respect to any Purchase Contracts early, in whole or in part, at during the Early Settlement Rate (“Early Settlement Right”). (b) A Holder’s right to receive Common Stock upon Early Settlement of any of its Purchase Contracts is subject to the following conditions (in the case of Global Securities, subject to the applicable procedures of the Depositary): (i) delivery of a written and signed notice of election (an “Early Settlement Notice”) in the form attached to the Purchase Contract to the Purchase Contract Agent electing Early Settlement of such Purchase Contract; and (ii) satisfaction of the conditions set forth in Section 4.04. (c) If a Holder complies with the requirements set forth in Section 4.06(b) prior to period from the close of business on any Record Date next preceding any Payment Date to the opening of business on such Payment Date, an amount equal to the sum of (x) the Contract Fees payable on such Payment Date with respect to such Purchase Contracts plus (y) the distributions on the related Pledged Securities payable on such Payment Date]. Except as provided in the immediately preceding sentence and subject to the last paragraph of Section 5.02, no payment or adjustment shall be made upon Early Settlement of any Purchase Contract on account of any Contract Fees accrued on such Purchase Contract or on account of any dividends on the Common Stock issued upon such Early Settlement. If the foregoing requirements are first satisfied with respect to Purchase Contracts underlying any Securities at or prior to 5:00 p.m., New York City time, on a Business Day, then that Business Day such day shall be considered the “"Early Settlement Date.” If " with respect to such Securities and if such requirements are first satisfied after 5:00 p.m., New York City time, on a Holder complies with the requirements set forth in Section 4.06(b) at or after the close of business on any Business Day or at any time on a day that is not a Business Day, then the "Early Settlement Date" with respect to such Securities shall be the next succeeding Business Day shall be considered the “Early Settlement DateDay.” (d) On the second Business Day following the Early Settlement Date, subject to satisfaction of the conditions set forth in Section 4.06(b) by a Holder with respect to any of its Purchase Contracts, the Company shall cause a number of shares of Common Stock per Purchase Contract equal to the Early Settlement Rate to be issued and delivered, together with payment of (i) any cash payable in lieu of fractional shares pursuant to Section 4.12 and (ii) any dividends or distributions with respect to such shares constituting part of the Purchase Contract Settlement Fund (but without any interest thereon), to such Holder by book-entry transfer or other appropriate procedures pursuant to Section 4.10. The Person in whose name any shares of the Common Stock shall be issuable upon such Early Settlement of a Purchase Contract shall be treated as the holder of record of such shares as of the close of business on the relevant Early Settlement Date. (e) In the event that Early Settlement is effected with respect to Purchase Contracts that are a component of Units, upon such Early Settlement, the Company shall execute and the Trustee shall authenticate (pursuant to the Indenture) on behalf of the Holder and deliver to the Holder thereof, at the expense of the Company, Separate Notes, in same form as the Notes comprising part of the Units, equal to the number of Purchase Contracts as to which Early Settlement was effected. (f) In the event that Early Settlement is effected with respect to Purchase Contracts represented by less than all the Purchase Contracts evidenced by a Security, upon such Early Settlement, the Company shall execute and the Purchase Contract Agent and Trustee shall authenticate on behalf of the Holder and deliver to the Holder thereof, at the expense of the Company, a Security evidencing the Purchase Contracts as to which Early Settlement was not effected. (g) Upon receipt of any Early Settlement Notice pursuant to Section 4.06(b), the Purchase Contract Agent shall promptly deliver a copy of such Early Settlement Notice to the Company.

Early Settlement. (a) Subject to and upon compliance with the provisions of this Section 4.065.9, at the option of the Holder thereof, Purchase Contracts underlying Securities may be settled early ("Early Settlement") prior to the close of business or on the second Scheduled Trading seventh Business Day immediately preceding the Scheduled Mandatory Purchase Contract Settlement Date, a Holder may elect as provided herein. In order to settle its Purchase Contracts early, in whole or in part, at exercise the right to effect Early Settlement Rate (“Early Settlement Right”). (b) A Holder’s right with respect to receive Common Stock upon Early Settlement of any of its Purchase Contracts is subject to Contracts, the following conditions (in the case of Global Securities, subject to the applicable procedures Holder of the Depositary): (i) delivery of a written and signed notice of election (an “Early Settlement Notice”) in the form attached to the Purchase Contract Certificate evidencing Securities shall deliver such Certificates to the Purchase Contract Agent electing at the Corporate Trust Office duly endorsed for transfer to the Company or in blank with the form of Election to Settle Early on the reverse thereof duly completed and accompanied by payment (payable to the Company in immediately available funds) in an amount (the "Early Settlement of such Purchase Contract; andAmount") equal to: (ii1) satisfaction the product of (A) the conditions set forth in Section 4.04.Stated Amount times (B) the number of Purchase Contracts with respect to which the Holder has elected to effect Early Settlement, plus (c2) If a Holder complies if such delivery is made with respect to any Purchase Contracts during the requirements set forth in Section 4.06(b) prior to period from the close of business on any Record Date next preceding any Payment Date to the opening of business on such Payment Date, an amount equal to the sum of (x) the Purchase Contract Payments payable on such Payment Date with respect to such Purchase Contracts plus (y) in the case of a SPC Units Certificate, the interest on the related Notes payable on such Payment Date. Except as provided in the immediately preceding sentence and subject to the second to last paragraph of Section 5.2, no payment shall be made upon Early Settlement of any Purchase Contract on account of any Purchase Contract Payments accrued on such Purchase Contract or on account of any dividends on the Common Stock issued upon such Early Settlement. If the foregoing requirements are first satisfied with respect to Purchase Contracts underlying any Securities prior to or at 5:00 p.m. (New York City time) on a Business Day, then that Business Day such day shall be considered the “"Early Settlement Date.” If " with respect to such Securities and if such requirements are first satisfied after 5:00 p.m. (New York City time) on a Holder complies with the requirements set forth in Section 4.06(b) at or after the close of business on any Business Day or at any time on a day that is not a Business Day, then the "Early Settlement Date" with respect to such Securities shall be the next succeeding Business Day shall be considered the “Early Settlement DateDay.” (d) On the second Business Day following the Early Settlement Date, subject to satisfaction of the conditions set forth in Section 4.06(b) by a Holder with respect to any of its Purchase Contracts, the Company shall cause a number of shares of Common Stock per Purchase Contract equal to the Early Settlement Rate to be issued and delivered, together with payment of (i) any cash payable in lieu of fractional shares pursuant to Section 4.12 and (ii) any dividends or distributions with respect to such shares constituting part of the Purchase Contract Settlement Fund (but without any interest thereon), to such Holder by book-entry transfer or other appropriate procedures pursuant to Section 4.10. The Person in whose name any shares of the Common Stock shall be issuable upon such Early Settlement of a Purchase Contract shall be treated as the holder of record of such shares as of the close of business on the relevant Early Settlement Date. (e) In the event that Early Settlement is effected with respect to Purchase Contracts that are a component of Units, upon such Early Settlement, the Company shall execute and the Trustee shall authenticate (pursuant to the Indenture) on behalf of the Holder and deliver to the Holder thereof, at the expense of the Company, Separate Notes, in same form as the Notes comprising part of the Units, equal to the number of Purchase Contracts as to which Early Settlement was effected. (f) In the event that Early Settlement is effected with respect to Purchase Contracts represented by less than all the Purchase Contracts evidenced by a Security, upon such Early Settlement, the Company shall execute and the Purchase Contract Agent and Trustee shall authenticate on behalf of the Holder and deliver to the Holder thereof, at the expense of the Company, a Security evidencing the Purchase Contracts as to which Early Settlement was not effected. (g) Upon receipt of any Early Settlement Notice pursuant to Section 4.06(b), the Purchase Contract Agent shall promptly deliver a copy of such Early Settlement Notice to the Company.

Early Settlement. (a) Subject to and upon compliance with the provisions of this Section 4.065.7, Purchase Contracts underlying Units having an aggregate Stated Amount equal to $1,000 or an integral multiple thereof, may, at the option of the Holder thereof, be settled early ("Early Settlement") on or prior to the close of business on the second Scheduled Trading seventh Business Day immediately preceding the Scheduled Mandatory Remarketing Date or any Subsequent Remarketing Date. In order to exercise the right to effect Early Settlement Datewith respect to any Purchase Contracts, a the Holder may elect of the Certificate evidencing the related Units shall deliver such Certificate to settle its the Agent at the Corporate Trust office duly endorsed for transfer to the Company or in blank with the form of Election to Settle Early on the reverse thereof duly completed and accompanied by payment (payable to the Company in immediately available funds in an amount (the "Early Settlement Amount") equal to the product of (A) the Stated Amount of such Units times (B) the number of Purchase Contracts early, in whole with respect to which the Holder has elected to effect Early Settlement. No payment or in part, at the Early Settlement Rate (“Early Settlement Right”). (b) A Holder’s right to receive Common Stock adjustment shall be made upon Early Settlement of any Purchase Contract on account of its any dividends on 45 51 the Common Stock issued upon such Early Settlement. If the foregoing requirements are first satisfied with respect to Purchase Contracts is subject to the following conditions (in the case of Global Securities, subject to the applicable procedures of the Depositary): (i) delivery of a written and signed notice of election (an “Early Settlement Notice”) in the form attached to the Purchase Contract to the Purchase Contract Agent electing Early Settlement of such Purchase Contract; and (ii) satisfaction of the conditions set forth in Section 4.04. (c) If a Holder complies with the requirements set forth in Section 4.06(b) underlying any Unit at or prior to the close of business 5:00 p.m., New York City time, on any a Business Day, then that Business Day such day shall be considered the “"Early Settlement Date.” If " with respect to such Unit and if such requirements are first satisfied after 5:00 p.m., New York City time, on a Holder complies with the requirements set forth in Section 4.06(b) at or after the close of business on any Business Day or at any time on a day that is not a Business Day, then the "Early Settlement Date" with respect to such Units shall be the next succeeding Business Day shall be considered the “Early Settlement DateDay.” (d) On the second Business Day following the Early Settlement Date, subject to satisfaction of the conditions set forth in Section 4.06(b) by a Holder with respect to any of its Purchase Contracts, the Company shall cause a number of shares of Common Stock per Purchase Contract equal to the Early Settlement Rate to be issued and delivered, together with payment of (i) any cash payable in lieu of fractional shares pursuant to Section 4.12 and (ii) any dividends or distributions with respect to such shares constituting part of the Purchase Contract Settlement Fund (but without any interest thereon), to such Holder by book-entry transfer or other appropriate procedures pursuant to Section 4.10. The Person in whose name any shares of the Common Stock shall be issuable upon such Early Settlement of a Purchase Contract shall be treated as the holder of record of such shares as of the close of business on the relevant Early Settlement Date. (e) In the event that Early Settlement is effected with respect to Purchase Contracts that are a component of Units, upon such Early Settlement, the Company shall execute and the Trustee shall authenticate (pursuant to the Indenture) on behalf of the Holder and deliver to the Holder thereof, at the expense of the Company, Separate Notes, in same form as the Notes comprising part of the Units, equal to the number of Purchase Contracts as to which Early Settlement was effected. (f) In the event that Early Settlement is effected with respect to Purchase Contracts represented by less than all the Purchase Contracts evidenced by a Security, upon such Early Settlement, the Company shall execute and the Purchase Contract Agent and Trustee shall authenticate on behalf of the Holder and deliver to the Holder thereof, at the expense of the Company, a Security evidencing the Purchase Contracts as to which Early Settlement was not effected. (g) Upon receipt of any Early Settlement Notice pursuant to Section 4.06(b), the Purchase Contract Agent shall promptly deliver a copy of such Early Settlement Notice to the Company.

Early Settlement. (a) Subject to and upon compliance with the provisions of this Section 4.065.9, Fixed-Share Purchase Contracts underlying SPACES or Separate PACES having an aggregate Stated Amount equal to $1,000 or an integral multiple thereof and Variable-Share Repurchase Contracts, may, at the option of the Holder thereof, be settled early ("Early Settlement") on or prior to the close of business 10:00 a.m., New York City time, on the second Scheduled Trading third Business Day immediately preceding the Scheduled Mandatory Settlement Fixed-Share Stock Purchase Date or the Variable-Share Stock Purchase Date, a Holder may elect to settle its Purchase Contracts early, in whole or in part, at the Early Settlement Rate (“Early Settlement Right”)as applicable. (b) A Holder’s In order to exercise the right to receive Common Stock effect Early Settlement with respect to any Fixed-Share Purchase Contracts, the Holder of the Certificate evidencing the related Securities shall deliver such Certificate to the Agent at the Corporate Trust Office duly endorsed for transfer to the Company or in blank with the form of "Election to Settle Early" on the reverse thereof duly completed and accompanied by payment payable to the Company in immediately available funds in an amount (the "Early Settlement Amount") equal to (A) the product of (i) the Stated Amount of such Securities multiplied by (ii) the number of Fixed-Share Purchase Contracts with respect to which the Holder has elected to effect Early Settlement, plus (B) if such delivery is made with respect to any Fixed-Share Purchase Contracts during the period from close of business on any Record Date next preceding any Payment Date to the opening of business on such Payment Date, an amount equal to the Contract Payments, if any, payable on such Payment Date with respect to such Fixed-Share Purchase Contracts; provided that no payment shall be required pursuant to clause (B) of this sentence if the Company shall have elected to defer the Contract Payments which would otherwise be payable on such Payment Date. Except as provided in the immediately preceding sentence and subject to Section 5.2(d), no payment or adjustment shall be made upon Early Settlement of any of its Purchase Contracts is subject to the following conditions (in the case of Global Securities, subject to the applicable procedures of the Depositary): (i) delivery of a written and signed notice of election (an “Early Settlement Notice”) in the form attached to the Fixed-Share Purchase Contract to the on any Contract Payments accrued on such Fixed-Share Purchase Contract Agent electing or on account of any dividends on the Common Stock issued upon such Early Settlement of such Purchase Contract; and (ii) satisfaction of the conditions set forth in Section 4.04Settlement. (c) If a Holder complies with In order to exercise the requirements set forth in Section 4.06(b) prior right to the close of business on any Business Day, then that Business Day shall be considered the “effect Early Settlement Date.” If a Holder complies with the requirements set forth in Section 4.06(b) at or after the close of business on any Business Day or at any time on a day that is not a Business Day, then the next succeeding Business Day shall be considered the “Early Settlement Date.” (d) On the second Business Day following the Early Settlement Date, subject to satisfaction of the conditions set forth in Section 4.06(b) by a Holder with respect to any of its Purchase Variable-Share Repurchase Contracts, the Holder of the Certificate evidencing the related Security shall deliver such Certificate to the Agent at the Corporate Trust Office duly endorsed for transfer to the Company shall cause or in blank with the form "Election to Settle Early" on the reverse thereof duly completed and, in the case of Variable-Share Repurchase Contracts forming a part of SPACES, accompanied by a number of shares of Common Stock per Purchase Contract equal to the Variable-Share Early Settlement Rate to be issued and delivered, (as defined below) together with payment of (i) any cash payable in lieu of fractional shares pursuant to Section 4.12 and (ii) any dividends or distributions with respect to such shares constituting part of the Purchase Contract Settlement Fund (but without any interest thereon), to such Holder by book-entry transfer or other appropriate procedures pursuant to Section 4.10. The Person in whose name any shares of the Common Stock shall be issuable upon such Early Settlement fraction of a Purchase Contract shall be treated share, as the holder of record of such shares as of the close of business on the relevant Early Settlement Dateprovided in Section 5.12. (e) In the event that Early Settlement is effected with respect to Purchase Contracts that are a component of Units, upon such Early Settlement, the Company shall execute and the Trustee shall authenticate (pursuant to the Indenture) on behalf of the Holder and deliver to the Holder thereof, at the expense of the Company, Separate Notes, in same form as the Notes comprising part of the Units, equal to the number of Purchase Contracts as to which Early Settlement was effected. (f) In the event that Early Settlement is effected with respect to Purchase Contracts represented by less than all the Purchase Contracts evidenced by a Security, upon such Early Settlement, the Company shall execute and the Purchase Contract Agent and Trustee shall authenticate on behalf of the Holder and deliver to the Holder thereof, at the expense of the Company, a Security evidencing the Purchase Contracts as to which Early Settlement was not effected. (g) Upon receipt of any Early Settlement Notice pursuant to Section 4.06(b), the Purchase Contract Agent shall promptly deliver a copy of such Early Settlement Notice to the Company.

Early Settlement. (a) Subject to and upon compliance with the provisions of this Section 4.065.9, Purchase Contracts underlying Units having an aggregate Stated Amount equal to $1,000 or an integral multiple thereof, may, at the option of the Holder thereof, be settled early ("Early Settlement") on or prior to 10:00 a.m. on the seventh Business Day immediately preceding the Remarketing Date or any Subsequent Remarketing Date. In order to exercise the right to effect Early Settlement with respect to any Purchase Contracts, the Holder of the Certificate evidencing the related Units shall deliver such Certificate to the Agent at the Corporate Trust office duly endorsed for transfer to the Company or in blank with the form of Election to Settle Early on the reverse thereof duly completed and accompanied by payment payable to the Company in immediately available funds in an amount (the "Early Settlement Amount") equal to (A) the product of (i) the Stated Amount of such Units multiplied by (ii) the number of Purchase Contracts with respect to which the Holder has elected to effect Early Settlement, plus (B) if such delivery is made with respect to any Purchase Contracts during the period from close of business on any Record Date next preceding any Payment Date to the second Scheduled Trading Day opening of business on such Payment Date, an amount equal to the Contract Adjustment Payments, if any, payable on such Payment Date with respect to such Purchase Contracts; provided that no payment shall be required pursuant to clause (B) of this sentence if the Company shall have elected to defer the Contract Adjustment Payments which would otherwise be payable on such Payment Date. Except as provided in the immediately preceding the Scheduled Mandatory Settlement Datesentence and subject to Section 5.2(d), a Holder may elect to settle its Purchase Contracts early, in whole no payment or in part, at the Early Settlement Rate (“Early Settlement Right”). (b) A Holder’s right to receive Common Stock adjustment shall be made upon Early Settlement of any Purchase Contract on any Contract Adjustment Payments accrued on such Purchase Contract or on account of its any dividends on the Common Stock issued upon such Early Settlement. If the foregoing requirements are first satisfied with respect to Purchase Contracts is subject to the following conditions (in the case of Global Securities, subject to the applicable procedures of the Depositary): (i) delivery of a written and signed notice of election (an “Early Settlement Notice”) in the form attached to the Purchase Contract to the Purchase Contract Agent electing Early Settlement of such Purchase Contract; and (ii) satisfaction of the conditions set forth in Section 4.04. (c) If a Holder complies with the requirements set forth in Section 4.06(b) underlying any Unit at or prior to the close of business 5:00 p.m., New York City time, on any a Business Day, then that Business Day such day shall be considered the “"Early Settlement Date.” If " with respect to such Unit and if such requirements are first satisfied after 5:00 p.m., New York City time, on a Holder complies with the requirements set forth in Section 4.06(b) at or after the close of business on any Business Day or at any time on a day that is not a Business Day, then the "Early Settlement Date" with respect to such Units shall be the next succeeding Business Day shall be considered the “Early Settlement DateDay.” (d) On the second Business Day following the Early Settlement Date, subject to satisfaction of the conditions set forth in Section 4.06(b) by a Holder with respect to any of its Purchase Contracts, the Company shall cause a number of shares of Common Stock per Purchase Contract equal to the Early Settlement Rate to be issued and delivered, together with payment of (i) any cash payable in lieu of fractional shares pursuant to Section 4.12 and (ii) any dividends or distributions with respect to such shares constituting part of the Purchase Contract Settlement Fund (but without any interest thereon), to such Holder by book-entry transfer or other appropriate procedures pursuant to Section 4.10. The Person in whose name any shares of the Common Stock shall be issuable upon such Early Settlement of a Purchase Contract shall be treated as the holder of record of such shares as of the close of business on the relevant Early Settlement Date. (e) In the event that Early Settlement is effected with respect to Purchase Contracts that are a component of Units, upon such Early Settlement, the Company shall execute and the Trustee shall authenticate (pursuant to the Indenture) on behalf of the Holder and deliver to the Holder thereof, at the expense of the Company, Separate Notes, in same form as the Notes comprising part of the Units, equal to the number of Purchase Contracts as to which Early Settlement was effected. (f) In the event that Early Settlement is effected with respect to Purchase Contracts represented by less than all the Purchase Contracts evidenced by a Security, upon such Early Settlement, the Company shall execute and the Purchase Contract Agent and Trustee shall authenticate on behalf of the Holder and deliver to the Holder thereof, at the expense of the Company, a Security evidencing the Purchase Contracts as to which Early Settlement was not effected. (g) Upon receipt of any Early Settlement Notice pursuant to Section 4.06(b), the Purchase Contract Agent shall promptly deliver a copy of such Early Settlement Notice to the Company.

Early Settlement. (a) Subject In the event the Company shall issue rights, options or warrants to all holders of its Common Stock, distribute to all holders of its Common Stock evidences of its indebtedness, shares of capital stock, securities, cash or other property or complete a tender or exchange offer, in each case under circumstances that would result in an adjustment to the Settlement Rate pursuant to Section 5.7(a)(2), (4), (5) or (6), or there shall occur any Reorganization Event that would result in an adjustment to the Settlement Rate pursuant to Section 5.7(b), then, subject to and upon compliance with the provisions of this Section 4.065.10, at any time from and after the date which is 15 days prior to the Applicable Transaction Date until 15 days after the Applicable Transaction Date, Purchase Contracts underlying Securities having an aggregate Stated Amount equal to $1,000 or an integral multiple thereof may be settled early ("Early Settlement") at the option of the Holder thereof; provided however, that if a Tax Event Redemption or a Successful Initial Remarketing has occurred and the Treasury Portfolio has become a component of the Income PRIDES, Purchase Contracts underlying Income PRIDES may be settled early but only in an aggregate amount of 80,000 Income PRIDES or in an integral multiple thereof. In order to exercise the right to effect Early Settlement with respect to any Purchase Contracts, the Holder of the Certificate evidencing Securities shall deliver such Certificate to the Agent at the Corporate Trust Office or the New York Office duly endorsed for transfer to the Company or in blank with the form of Election to Settle Early on the reverse thereof duly completed and accompanied by payment (payable to the Company) in lawful money of the United States by wire transfer, in each case in immediately available funds in an amount (the "Early Settlement Amount") equal to (A) the product of (i) the Stated Amount times (ii) the number of Purchase Contracts with respect to which the Holder has elected to effect Early Settlement, plus (B) if such delivery is made with respect to any Purchase Contracts during the period from close of business on any Record Date next preceding any Payment Date to the opening of business on such Payment Date, an amount equal to the Contract Adjustment Payments, if any, payable on such Payment Date with respect to such Payment Contracts; provided that no payment shall be required pursuant to clause (B) of this sentence if the Company shall have elected to defer the Contract Adjustment Payments which would otherwise be payable on such Payment Date. Except as provided in the immediately preceding sentence and subject to the second Scheduled Trading Day immediately preceding the Scheduled Mandatory Settlement Dateto last paragraph of Section 5.2, a Holder may elect to settle its Purchase Contracts early, in whole no payment or in part, at the Early Settlement Rate (“Early Settlement Right”). (b) A Holder’s right to receive Common Stock adjustment shall be made upon Early Settlement of any of its Purchase Contracts is subject to the following conditions (in the case of Global Securities, subject to the applicable procedures of the Depositary): (i) delivery of a written and signed notice of election (an “Early Settlement Notice”) in the form attached to the Purchase Contract to the on any Contract Adjustment Payments accrued on such Purchase Contract Agent electing Early Settlement or on account of such Purchase Contract; and (ii) satisfaction of the conditions set forth in Section 4.04. (c) If a Holder complies with the requirements set forth in Section 4.06(b) prior to the close of business dividends on any Business Day, then that Business Day shall be considered the “Early Settlement Date.” If a Holder complies with the requirements set forth in Section 4.06(b) at or after the close of business on any Business Day or at any time on a day that is not a Business Day, then the next succeeding Business Day shall be considered the “Early Settlement Date.” (d) On the second Business Day following the Early Settlement Date, subject to satisfaction of the conditions set forth in Section 4.06(b) by a Holder with respect to any of its Purchase Contracts, the Company shall cause a number of shares of Common Stock per Purchase Contract equal to the Early Settlement Rate to be issued and delivered, together with payment of (i) any cash payable in lieu of fractional shares pursuant to Section 4.12 and (ii) any dividends or distributions with respect to such shares constituting part of the Purchase Contract Settlement Fund (but without any interest thereon), to such Holder by book-entry transfer or other appropriate procedures pursuant to Section 4.10. The Person in whose name any shares of the Common Stock shall be issuable issued upon such Early Settlement or on account of a Purchase any Deferred Contract shall be treated as Adjustment Payments. If the holder of record of such shares as of the close of business on the relevant Early Settlement Date. (e) In the event that Early Settlement is effected foregoing requirements are first satisfied with respect to Purchase Contracts that are underlying any Securities at or prior to 5:00 p.m., New York City time, on a component of UnitsBusiness Day, upon such Early Settlement, day shall be the Company shall execute and the Trustee shall authenticate (pursuant to the Indenture) on behalf of the Holder and deliver to the Holder thereof, at the expense of the Company, Separate Notes, in same form as the Notes comprising part of the Units, equal to the number of Purchase Contracts as to which "Early Settlement was effected. (f) In the event that Early Settlement is effected Date" with respect to Purchase Contracts represented by less than all the Purchase Contracts evidenced by a Security, upon such Early Settlement, the Company shall execute Securities and the Purchase Contract Agent and Trustee shall authenticate on behalf of the Holder and deliver to the Holder thereof, at the expense of the Company, a Security evidencing the Purchase Contracts as to which Early Settlement was not effected. (g) Upon receipt of any Early Settlement Notice pursuant to Section 4.06(b), the Purchase Contract Agent shall promptly deliver a copy of if such Early Settlement Notice to the Company.requirements are first

Early Settlement. (a) Subject to and upon compliance with the provisions of this Section 4.065.7, Forward Purchase Contracts underlying DECS having an aggregate Stated Amount equal to $1,000 or an integral multiple thereof, may, at the option of the Holder thereof, be settled early ("Early Settlement") on or prior to the close of business 10:00 a.m. on the second Scheduled Trading seventh Business Day immediately preceding the Scheduled Mandatory Stock Purchase Date. In order to exercise the right to effect Early Settlement Datewith respect to any Forward Purchase Contracts, a the Holder may elect of the Certificate evidencing the related DECS shall deliver such Certificate to settle its the Agent at the Corporate Trust Office duly endorsed for transfer to the Company or in blank with the form of Election to Settle Early on the reverse thereof duly completed and accompanied by payment payable to the Company in immediately available funds in an amount (the "Early Settlement Amount") equal to the product of (i) the Stated Amount of such DECS multiplied by (ii) the number of Forward Purchase Contracts early, in whole with respect to which the Holder has elected to effect Early Settlement. No payment or in part, at the Early Settlement Rate (“Early Settlement Right”). (b) A Holder’s right to receive Common Stock adjustment shall be made upon Early Settlement of any Forward Purchase Contract on account of its any dividends on the Common Stock issued upon such Early Settlement. If the foregoing requirements are first satisfied with respect to Forward Purchase Contracts is subject to the following conditions (in the case of Global Securities, subject to the applicable procedures of the Depositary): (i) delivery of a written and signed notice of election (an “Early Settlement Notice”) in the form attached to the Purchase Contract to the Purchase Contract Agent electing Early Settlement of such Purchase Contract; and (ii) satisfaction of the conditions set forth in Section 4.04. (c) If a Holder complies with the requirements set forth in Section 4.06(b) underlying any DECS at or prior to the close of business 5:00 p.m., New York City time, on any a Business Day, then that Business Day such day shall be considered the “"Early Settlement Date.” If " with respect to such DECS and if such requirements are first satisfied after 5:00 p.m., New York City time, on a Holder complies with the requirements set forth in Section 4.06(b) at or after the close of business on any Business Day or at any time on a day that is not a Business Day, then the "Early Settlement Date" with respect to such DECS shall be the next succeeding Business Day shall be considered the “Early Settlement DateDay.” (d) On the second Business Day following the Early Settlement Date, subject to satisfaction of the conditions set forth in Section 4.06(b) by a Holder with respect to any of its Purchase Contracts, the Company shall cause a number of shares of Common Stock per Purchase Contract equal to the Early Settlement Rate to be issued and delivered, together with payment of (i) any cash payable in lieu of fractional shares pursuant to Section 4.12 and (ii) any dividends or distributions with respect to such shares constituting part of the Purchase Contract Settlement Fund (but without any interest thereon), to such Holder by book-entry transfer or other appropriate procedures pursuant to Section 4.10. The Person in whose name any shares of the Common Stock shall be issuable upon such Early Settlement of a Purchase Contract shall be treated as the holder of record of such shares as of the close of business on the relevant Early Settlement Date. (e) In the event that Early Settlement is effected with respect to Purchase Contracts that are a component of Units, upon such Early Settlement, the Company shall execute and the Trustee shall authenticate (pursuant to the Indenture) on behalf of the Holder and deliver to the Holder thereof, at the expense of the Company, Separate Notes, in same form as the Notes comprising part of the Units, equal to the number of Purchase Contracts as to which Early Settlement was effected. (f) In the event that Early Settlement is effected with respect to Purchase Contracts represented by less than all the Purchase Contracts evidenced by a Security, upon such Early Settlement, the Company shall execute and the Purchase Contract Agent and Trustee shall authenticate on behalf of the Holder and deliver to the Holder thereof, at the expense of the Company, a Security evidencing the Purchase Contracts as to which Early Settlement was not effected. (g) Upon receipt of any Early Settlement Notice pursuant to Section 4.06(b), the Purchase Contract Agent shall promptly deliver a copy of such Early Settlement Notice to the Company.

Early Settlement. (a) Subject to and upon compliance with the provisions of this Section 4.065.09 at the option of the Holder thereof, prior any Purchase Contracts underlying Securities having an aggregate Stated Amount equal to $__________ or an integral multiple thereof may be settled early ("Early Settlement") as provided herein. In order to exercise the right to effect Early Settlement with respect to any Purchase Contracts, the Holder of the Security Certificate evidencing such Purchase Contracts shall deliver such Security Certificate to the close Agent at the Corporate Trust Office duly endorsed for transfer to the Company or in blank with the form of business Election to Settle Early on the second Scheduled Trading Day reverse thereof duly completed and accompanied by payment in the form of a certified or cashier's check payable to the order of the Company in immediately preceding available funds in an amount (the Scheduled Mandatory Settlement Date, a Holder may elect to settle its Purchase Contracts early, in whole or in part, at the "Early Settlement Rate (“Early Settlement Right”). (bAmount") A Holder’s right equal to receive Common Stock upon Early Settlement of any of its Purchase Contracts is subject to the following conditions (in the case of Global Securities, subject to the applicable procedures of the Depositary): (i) delivery the product of a written and signed notice (A) the Stated Amount times (B) the number of election (an “Purchase Contracts with respect to which the Holder has elected to effect Early Settlement Notice”) in the form attached to the Purchase Contract to the Purchase Contract Agent electing Early Settlement of such Purchase Contract; and [plus (ii) satisfaction of if such delivery is made with respect to any Purchase Contracts during the conditions set forth in Section 4.04. (c) If a Holder complies with the requirements set forth in Section 4.06(b) prior to period from the close of business on any Record Date next preceding any Payment Date to the opening of business on such Payment Date, an amount equal to the sum of (x) the Yield Enhancement Payments payable on such Payment Date with respect to such Purchase Contracts plus (y) the interest on the related Treasury Notes payable on such Payment Date. Except as provided in the immediately preceding sentence and subject to the second to last paragraph of Section 5.02, no payment or adjustment shall be made upon Early Settlement of any Purchase Contract on account of any Yield Enhancement Payments accrued on such Purchase Contract or on account of any dividends on the Common Stock issued upon such Early Settlement]. If the foregoing requirements are first satisfied with respect to Purchase Contracts underlying any Securities at or prior to 5:00 p.m., New York City time, on a Business Day, then that Business Day such day shall be considered the “"Early Settlement Date.” If " with respect to such Securities and if such requirements are first satisfied after 5:00 p.m., New York City time, on a Holder complies with the requirements set forth in Section 4.06(b) at or after the close of business on any Business Day or at any time on a day that is not a Business Day, then the "Early Settlement Date" with respect to such Securities shall be the next succeeding Business Day shall be considered the “Early Settlement DateDay.” (d) On the second Business Day following the Early Settlement Date, subject to satisfaction of the conditions set forth in Section 4.06(b) by a Holder with respect to any of its Purchase Contracts, the Company shall cause a number of shares of Common Stock per Purchase Contract equal to the Early Settlement Rate to be issued and delivered, together with payment of (i) any cash payable in lieu of fractional shares pursuant to Section 4.12 and (ii) any dividends or distributions with respect to such shares constituting part of the Purchase Contract Settlement Fund (but without any interest thereon), to such Holder by book-entry transfer or other appropriate procedures pursuant to Section 4.10. The Person in whose name any shares of the Common Stock shall be issuable upon such Early Settlement of a Purchase Contract shall be treated as the holder of record of such shares as of the close of business on the relevant Early Settlement Date. (e) In the event that Early Settlement is effected with respect to Purchase Contracts that are a component of Units, upon such Early Settlement, the Company shall execute and the Trustee shall authenticate (pursuant to the Indenture) on behalf of the Holder and deliver to the Holder thereof, at the expense of the Company, Separate Notes, in same form as the Notes comprising part of the Units, equal to the number of Purchase Contracts as to which Early Settlement was effected. (f) In the event that Early Settlement is effected with respect to Purchase Contracts represented by less than all the Purchase Contracts evidenced by a Security, upon such Early Settlement, the Company shall execute and the Purchase Contract Agent and Trustee shall authenticate on behalf of the Holder and deliver to the Holder thereof, at the expense of the Company, a Security evidencing the Purchase Contracts as to which Early Settlement was not effected. (g) Upon receipt of any Early Settlement Notice pursuant to Section 4.06(b), the Purchase Contract Agent shall promptly deliver a copy of such Early Settlement Notice to the Company.

Early Settlement. (a) Subject to and upon compliance with the provisions of this Section 4.065.8, at the option of the Holder thereof, Purchase Contracts underlying Securities, having an aggregate Stated Amount equal to $1,000 or an integral multiple thereof, may be settled early ("Early Settlement") in the case of Income PRIDES (unless a Tax Event Redemption has occurred) on or prior to the close of business on the second Scheduled Trading fifth Business Day immediately preceding the Scheduled Mandatory Purchase Contract Settlement Date, a Holder may elect to settle its Purchase Contracts early, in whole or in part, at the Early Settlement Rate (“Early Settlement Right”). (b) A Holder’s right to receive Common Stock upon Early Settlement of any of its Purchase Contracts is subject to the following conditions (Date and in the case of Global Securities, subject Growth PRIDES on or prior to the applicable procedures second Business Day immediately preceding the Purchase Contract Settlement Date, in each case, as provided herein; provided however, that if a Tax Event Redemption has occurred and the Treasury Portfolio has become a component of the Depositary): Income PRIDES, Purchase Contracts underlying Income PRIDES may be settled early, on or prior to the second Business Day immediately preceding the Purchase Contract Settlement Date, but only in integral multiples of 8,000. In order to exercise the right to effect Early Settlement with respect to any Purchase Contracts, the Holder of the Certificate evidencing Securities shall deliver such Certificate to the Agent at the Corporate Trust Office duly endorsed for transfer to the Company or in blank with the form of Election to Settle Early on the reverse thereof duly completed and accompanied by payment (payable to the Company in immediately available funds in an amount (the "Early Settlement Amount") equal to (i) delivery the product of a written and signed notice (A) the Stated Amount times (B) the number of election (an “Purchase Contracts with respect to which the Holder has elected to effect Early Settlement Notice”plus (ii) in the form attached case of a Growth Pride Certificate, if such delivery is made with respect to any Purchase Contracts during the Purchase Contract to the Purchase Contract Agent electing Early Settlement of such Purchase Contract; and (ii) satisfaction of the conditions set forth in Section 4.04. (c) If a Holder complies with the requirements set forth in Section 4.06(b) prior to period from the close of business on any Record Date next preceding any Payment Date to the opening of business on such Payment Date, an amount equal to the Contract Adjustment Payments payable on such Payment Date with respect to such Purchase Contracts. Except as provided in the immediately preceding sentence and subject to the second to last paragraph of Section 5.2, no payment or adjustment shall be made upon Early Settlement of any Purchase Contract on account of any Contract Adjustment Payments accrued on such Purchase Contract or on account of any dividends on the Common Stock issued upon such Early Settlement. If the foregoing requirements are first satisfied with respect to Purchase Contracts underlying any Securities at or prior to 5:00 p.m., New York City time, on a Business Day, then that Business Day such day shall be considered the “"Early Settlement Date.” If " with respect to such Securities and if such requirements are first satisfied after 5:00 p.m., New York City time, on a Holder complies with the requirements set forth in Section 4.06(b) at or after the close of business on any Business Day or at any time on a day that is not a Business Day, then the "Early Settlement Date" with respect to such Securities shall be the next succeeding Business Day shall be considered the “Early Settlement DateDay.” (d) On the second Business Day following the Early Settlement Date, subject to satisfaction of the conditions set forth in Section 4.06(b) by a Holder with respect to any of its Purchase Contracts, the Company shall cause a number of shares of Common Stock per Purchase Contract equal to the Early Settlement Rate to be issued and delivered, together with payment of (i) any cash payable in lieu of fractional shares pursuant to Section 4.12 and (ii) any dividends or distributions with respect to such shares constituting part of the Purchase Contract Settlement Fund (but without any interest thereon), to such Holder by book-entry transfer or other appropriate procedures pursuant to Section 4.10. The Person in whose name any shares of the Common Stock shall be issuable upon such Early Settlement of a Purchase Contract shall be treated as the holder of record of such shares as of the close of business on the relevant Early Settlement Date. (e) In the event that Early Settlement is effected with respect to Purchase Contracts that are a component of Units, upon such Early Settlement, the Company shall execute and the Trustee shall authenticate (pursuant to the Indenture) on behalf of the Holder and deliver to the Holder thereof, at the expense of the Company, Separate Notes, in same form as the Notes comprising part of the Units, equal to the number of Purchase Contracts as to which Early Settlement was effected. (f) In the event that Early Settlement is effected with respect to Purchase Contracts represented by less than all the Purchase Contracts evidenced by a Security, upon such Early Settlement, the Company shall execute and the Purchase Contract Agent and Trustee shall authenticate on behalf of the Holder and deliver to the Holder thereof, at the expense of the Company, a Security evidencing the Purchase Contracts as to which Early Settlement was not effected. (g) Upon receipt of any Early Settlement Notice pursuant to Section 4.06(b), the Purchase Contract Agent shall promptly deliver a copy of such Early Settlement Notice to the Company.

Early Settlement. (a) Subject to and upon compliance with the provisions of this Section 4.065.9, at the option of the Holder thereof, Purchase Contracts underlying Securities, having an aggregate Stated Amount equal to $1,000 or an integral multiple thereof, may be settled early ("Early Settlement") in the case of Type A Securities (unless a Tax Event Redemption has occurred) on or prior to the close of business on the second Scheduled Trading fifth Business Day immediately preceding the Scheduled Mandatory Purchase Contract Settlement Date, a Holder may elect to settle its Purchase Contracts early, in whole or in part, at the Early Settlement Rate (“Early Settlement Right”). (b) A Holder’s right to receive Common Stock upon Early Settlement of any of its Purchase Contracts is subject to the following conditions (Date and in the case of Global Type B Securities on or prior to the second Business Day immediately preceding the Purchase Contract Settlement Date, in each case, as provided herein; provided however, that if a Tax Event Redemption has occurred and the Treasury Portfolio has become a component of the Type A Securities, subject Purchase Contracts underlying Type A Securities may be settled early, on or prior to the applicable procedures second Business Day immediately preceding the Purchase Contract Settlement Date, but only in an aggregate amount of $____________ or in an integral multiple thereof. In order to exercise the right to effect Early Settlement with respect to any Purchase Contracts, the Holder of the Depositary): Certificate evidencing Securities shall deliver such Certificate to the Agent at the Corporate Trust Office duly endorsed for transfer to the Company or in blank with the form of Election to Settle Early on the reverse thereof duly completed and accompanied by payment (payable to the Company in immediately available funds in an amount (the "Early Settlement Amount") equal to (i) delivery the product of a written and signed notice (A) the Stated Amount times (B) the number of election (an “Purchase Contracts with respect to which the Holder has elected to effect Early Settlement Notice”) in the form attached to the Purchase Contract to the Purchase Contract Agent electing Early Settlement of such Purchase Contract; and plus (ii) satisfaction of if such delivery is made with respect to any Purchase Contracts during the conditions set forth in Section 4.04. (c) If a Holder complies with the requirements set forth in Section 4.06(b) prior to period from the close of business on any Record Date next preceding any Payment Date to the opening of business on such Payment Date, an amount equal to the sum of (x) the Contract Adjustment Payments payable on such Payment Date with respect to such Purchase Contracts plus (y) in the case of Type A Certificate, the payment of interest on the related Debt Securities payable on such Payment Date. Except as provided in the immediately preceding sentence and subject to the second to last paragraph of Section 5.2, no payment or adjustment shall be made upon Early Settlement of any Purchase Contract on account of any Contract Adjustment Payments accrued on such Purchase Contract or on account of any dividends on the Common Shares issued upon such Early Settlement. If the foregoing requirements are first satisfied with respect to Purchase Contracts underlying any Securities at or prior to 5:00 p.m., ________________ time, on a Business Day, then that Business Day such day shall be considered the “"Early Settlement Date.” If " with respect to such Securities and if such requirements are first satisfied after 5:00 p.m., _______________ time, on a Holder complies with the requirements set forth in Section 4.06(b) at or after the close of business on any Business Day or at any time on a day that is not a Business Day, then the "Early Settlement Date" with respect to such Securities shall be the next succeeding Business Day shall be considered the “Early Settlement DateDay.” (d) On the second Business Day following the Early Settlement Date, subject to satisfaction of the conditions set forth in Section 4.06(b) by a Holder with respect to any of its Purchase Contracts, the Company shall cause a number of shares of Common Stock per Purchase Contract equal to the Early Settlement Rate to be issued and delivered, together with payment of (i) any cash payable in lieu of fractional shares pursuant to Section 4.12 and (ii) any dividends or distributions with respect to such shares constituting part of the Purchase Contract Settlement Fund (but without any interest thereon), to such Holder by book-entry transfer or other appropriate procedures pursuant to Section 4.10. The Person in whose name any shares of the Common Stock shall be issuable upon such Early Settlement of a Purchase Contract shall be treated as the holder of record of such shares as of the close of business on the relevant Early Settlement Date. (e) In the event that Early Settlement is effected with respect to Purchase Contracts that are a component of Units, upon such Early Settlement, the Company shall execute and the Trustee shall authenticate (pursuant to the Indenture) on behalf of the Holder and deliver to the Holder thereof, at the expense of the Company, Separate Notes, in same form as the Notes comprising part of the Units, equal to the number of Purchase Contracts as to which Early Settlement was effected. (f) In the event that Early Settlement is effected with respect to Purchase Contracts represented by less than all the Purchase Contracts evidenced by a Security, upon such Early Settlement, the Company shall execute and the Purchase Contract Agent and Trustee shall authenticate on behalf of the Holder and deliver to the Holder thereof, at the expense of the Company, a Security evidencing the Purchase Contracts as to which Early Settlement was not effected. (g) Upon receipt of any Early Settlement Notice pursuant to Section 4.06(b), the Purchase Contract Agent shall promptly deliver a copy of such Early Settlement Notice to the Company.

Early Settlement. (a) Subject to and upon compliance with the provisions of this Section 4.06509 at the option of the Holder thereof, any Purchase Contracts underlying Securities having an aggregate Stated Amount equal to $____________ or an integral multiple thereof may be settled early ("Early Settlement") as provided herein. In order to exercise the right to effect Early Settlement with respect to any Purchase Contracts, the Holder of the Security Certificate evidencing such Purchase Contracts shall deliver such Security Certificate to the Agent at the Corporate Trust Office duly endorsed for transfer to the Company or in blank with the form of Election to Settle Early on the reverse thereof duly completed and accompanied by payment in the form of a certified or cashier's check payable to the order of the Company in immediately available funds in an amount (the "Early Settlement Amount") equal to (i) the product of (A) the Stated Amount times (B) the number of Purchase Contracts with respect to which the Holder has elected to effect Early Settlement minus (ii) the aggregate amount of Contract Fees, if any, otherwise payable on or prior to the close of business on the second Scheduled Trading Day immediately preceding Payment Date deferred at the Scheduled Mandatory Settlement Date, a Holder may elect option of the Company pursuant to settle its Section 503 and remaining unpaid as of such immediately preceding Payment Date plus (iii) if such delivery is made with respect to any Purchase Contracts early, in whole or in part, at during the Early Settlement Rate (“Early Settlement Right”). (b) A Holder’s right to receive Common Stock upon Early Settlement of any of its Purchase Contracts is subject to the following conditions (in the case of Global Securities, subject to the applicable procedures of the Depositary): (i) delivery of a written and signed notice of election (an “Early Settlement Notice”) in the form attached to the Purchase Contract to the Purchase Contract Agent electing Early Settlement of such Purchase Contract; and (ii) satisfaction of the conditions set forth in Section 4.04. (c) If a Holder complies with the requirements set forth in Section 4.06(b) prior to period from the close of business on any Record Date next preceding any Payment Date to the opening of business on such Payment Date, an amount equal to the sum of (x) the Contract Fees payable on such Payment Date with respect to such Purchase Contracts plus (y) the interest on the related Treasury Notes payable on such Payment Date. Except as provided in the immediately preceding sentence and subject to the last paragraph of Section 502, no payment or adjustment shall be made upon Early Settlement of any Purchase Contract on account of any Contract Fees accrued on such Purchase Contract or on account of any dividends on the Common Stock issued upon such Early Settlement. If the foregoing requirements are first satisfied with respect to Purchase Contracts underlying any Securities at or prior to 5:00 p.m., New York City time, on a Business Day, then that Business Day such day shall be considered the “"Early Settlement Date.” If " with respect to such Securities and if such requirements are first satisfied after 5:00 p.m., New York City time, on a Holder complies with the requirements set forth in Section 4.06(b) at or after the close of business on any Business Day or at any time on a day that is not a Business Day, then the "Early Settlement Date" with respect to such Securities shall be the next succeeding Business Day shall be considered the “Early Settlement DateDay.” (d) On the second Business Day following the Early Settlement Date, subject to satisfaction of the conditions set forth in Section 4.06(b) by a Holder with respect to any of its Purchase Contracts, the Company shall cause a number of shares of Common Stock per Purchase Contract equal to the Early Settlement Rate to be issued and delivered, together with payment of (i) any cash payable in lieu of fractional shares pursuant to Section 4.12 and (ii) any dividends or distributions with respect to such shares constituting part of the Purchase Contract Settlement Fund (but without any interest thereon), to such Holder by book-entry transfer or other appropriate procedures pursuant to Section 4.10. The Person in whose name any shares of the Common Stock shall be issuable upon such Early Settlement of a Purchase Contract shall be treated as the holder of record of such shares as of the close of business on the relevant Early Settlement Date. (e) In the event that Early Settlement is effected with respect to Purchase Contracts that are a component of Units, upon such Early Settlement, the Company shall execute and the Trustee shall authenticate (pursuant to the Indenture) on behalf of the Holder and deliver to the Holder thereof, at the expense of the Company, Separate Notes, in same form as the Notes comprising part of the Units, equal to the number of Purchase Contracts as to which Early Settlement was effected. (f) In the event that Early Settlement is effected with respect to Purchase Contracts represented by less than all the Purchase Contracts evidenced by a Security, upon such Early Settlement, the Company shall execute and the Purchase Contract Agent and Trustee shall authenticate on behalf of the Holder and deliver to the Holder thereof, at the expense of the Company, a Security evidencing the Purchase Contracts as to which Early Settlement was not effected. (g) Upon receipt of any Early Settlement Notice pursuant to Section 4.06(b), the Purchase Contract Agent shall promptly deliver a copy of such Early Settlement Notice to the Company.

Early Settlement. (a) Subject to and upon compliance with the provisions of this Section 4.065.7, at the option of the Holder thereof, Purchase Contracts underlying Securities, having an aggregate Stated Amount equal to $1,000 or an integral multiple thereof, may be settled early ("Early Settlement") in the case of Normal Units (unless a Tax Event Redemption has occurred) on or prior to the close of business on the second Scheduled Trading fifth Business Day immediately preceding the Scheduled Mandatory Purchase Contract Settlement Date, a Holder may elect to settle its Purchase Contracts early, in whole or in part, at the Early Settlement Rate (“Early Settlement Right”). (b) A Holder’s right to receive Common Stock upon Early Settlement of any of its Purchase Contracts is subject to the following conditions (Date and in the case of Global Securities, subject Stripped Units on or prior to the applicable procedures second Business Day immediately preceding the Purchase Contract Settlement Date, in each case, as provided herein; provided however, that if a Tax Event Redemption has occurred and the Treasury Portfolio has become a component of the Depositary): Normal Units, Purchase Contracts underlying Normal Units may be settled early, on or prior to the second Business Day immediately preceding the Purchase Contract Settlement Date, but only in an aggregate amount of $__________ or in an integral multiple thereof. . In order to exercise the right to effect Early Settlement with respect to any Purchase Contracts, the Holder of the Certificate evidencing Securities shall deliver such Certificate to the Agent at the Corporate Trust Office duly endorsed for transfer to the Company or in blank with the form of Election to Settle Early on the reverse thereof duly completed and accompanied by payment (payable to the Company in immediately available funds in an amount (the "Early Settlement Amount") equal to (i) delivery the product of a written and signed notice (A) the Stated Amount times (B) the number of election (an “Purchase Contracts with respect to which the Holder has elected to effect Early Settlement Notice”plus (ii) in the form attached case of Normal Unit Certificates, if such delivery is made with respect to any Purchase Contracts during the Purchase Contract to the Purchase Contract Agent electing Early Settlement of such Purchase Contract; and (ii) satisfaction of the conditions set forth in Section 4.04. (c) If a Holder complies with the requirements set forth in Section 4.06(b) prior to period from the close of business on any Record Date next preceding any Payment Date to the opening of business on such Payment Date, an amount equal to the sum of the dividends on the related Debt Securities payable on such Payment Date. Except as provided in the immediately preceding sentence, no payment or adjustment shall be made upon Early Settlement of any Purchase Contract on account of any dividends on the Common Stock issued upon such Early Settlement. If the foregoing requirements are first satisfied with respect to Purchase Contracts underlying any Securities at or prior to 5:00 p.m., New York City time, on a Business Day, then that Business Day such day shall be considered the “"Early Settlement Date.” If " with respect to such Securities and if such requirements are first satisfied after 5:00 p.m., New York City time, on a Holder complies with the requirements set forth in Section 4.06(b) at or after the close of business on any Business Day or at any time on a day that is not a Business Day, then the "Early Settlement Date" with respect to such Securities shall be the next succeeding Business Day shall be considered the “Early Settlement DateDay.” (d) On the second Business Day following the Early Settlement Date, subject to satisfaction of the conditions set forth in Section 4.06(b) by a Holder with respect to any of its Purchase Contracts, the Company shall cause a number of shares of Common Stock per Purchase Contract equal to the Early Settlement Rate to be issued and delivered, together with payment of (i) any cash payable in lieu of fractional shares pursuant to Section 4.12 and (ii) any dividends or distributions with respect to such shares constituting part of the Purchase Contract Settlement Fund (but without any interest thereon), to such Holder by book-entry transfer or other appropriate procedures pursuant to Section 4.10. The Person in whose name any shares of the Common Stock shall be issuable upon such Early Settlement of a Purchase Contract shall be treated as the holder of record of such shares as of the close of business on the relevant Early Settlement Date. (e) In the event that Early Settlement is effected with respect to Purchase Contracts that are a component of Units, upon such Early Settlement, the Company shall execute and the Trustee shall authenticate (pursuant to the Indenture) on behalf of the Holder and deliver to the Holder thereof, at the expense of the Company, Separate Notes, in same form as the Notes comprising part of the Units, equal to the number of Purchase Contracts as to which Early Settlement was effected. (f) In the event that Early Settlement is effected with respect to Purchase Contracts represented by less than all the Purchase Contracts evidenced by a Security, upon such Early Settlement, the Company shall execute and the Purchase Contract Agent and Trustee shall authenticate on behalf of the Holder and deliver to the Holder thereof, at the expense of the Company, a Security evidencing the Purchase Contracts as to which Early Settlement was not effected. (g) Upon receipt of any Early Settlement Notice pursuant to Section 4.06(b), the Purchase Contract Agent shall promptly deliver a copy of such Early Settlement Notice to the Company.

Early Settlement. (a) Subject Unless a Holder has effected a Merger Early Settlement of the related Purchase Contract pursuant to Section 5.10 or a Termination Event shall have occurred pursuant to Section 5.7, subject to and upon compliance with the provisions of this Section 4.065.9, at the option of the Holder thereof, Purchase Contracts relating to Units may be settled early ("Early Settlement") on or prior to the close of business on Election Date. In order to exercise the second Scheduled Trading Day immediately preceding the Scheduled Mandatory Settlement Date, a Holder may elect right to settle its Purchase Contracts early, in whole or in part, at the effect Early Settlement Rate (“Early Settlement Right”). (b) A Holder’s right with respect to receive Common Stock upon Early Settlement of any of its Purchase Contracts is subject to Contracts, the following conditions (in the case of Global Securities, subject to the applicable procedures Holder of the Depositary): (i) delivery of a written and signed notice of election (an “Early Settlement Notice”) in the form attached to the Purchase Contract Certificate evidencing Units shall deliver such Certificate to the Purchase Contract Agent electing at the Corporate Trust Office duly endorsed for transfer to the Company or in blank with the form of Election to Settle Early on the reverse thereof duly completed and accompanied by payment (payable to the Company in immediately available funds) in an amount (the "Early Settlement of such Purchase Contract; andAmount") equal to: (ii1) satisfaction the product of (A) the conditions set forth in Section 4.04.Stated Amount times (B) the number of Purchase Contracts with respect to which the Holder has elected to effect Early Settlement; plus (c2) If a Holder complies if such delivery is made with respect to any Purchase Contracts during the requirements set forth in Section 4.06(b) prior to period from the close of business on any Record Date next preceding any Payment Date to the opening of business on such Payment Date, an amount equal to the Purchase Contract Adjustment Payments payable on such Payment Date with respect to such Purchase Contracts. Except as provided in the immediately preceding sentence and subject to the last paragraph of Section 5.2, no payment shall be made upon Early Settlement of any Purchase Contract on account of any Purchase Contract Adjustment Payments accrued on such Purchase Contract or on account of any dividends on the Ordinary Shares issued upon such Early Settlement. If the foregoing requirements are first satisfied with respect to Purchase Contracts relating to any Units at or prior to 5:00 p.m. (New York City time), on a Business Day, then that Business Day such day shall be considered the “"Early Settlement Date.” If " with respect to such Units and if such requirements are first satisfied after 5:00 p.m. (New York City time), on a Holder complies with the requirements set forth in Section 4.06(b) at or after the close of business on any Business Day or at any time on a day that is not a Business Day, then the "Early Settlement Date" with respect to such Units shall be the next succeeding Business Day shall be considered Day. Upon the “receipt of such Certificate and Early Settlement Date.” (d) On Amount from the second Business Day following the Early Settlement Date, subject to satisfaction of the conditions set forth in Section 4.06(b) by a Holder with respect to any of its Purchase Contracts, the Company shall cause a number of shares of Common Stock per Purchase Contract equal to the Early Settlement Rate to be issued and delivered, together with payment of (i) any cash payable in lieu of fractional shares pursuant to Section 4.12 and (ii) any dividends or distributions with respect to such shares constituting part of the Purchase Contract Settlement Fund (but without any interest thereon), to such Holder by book-entry transfer or other appropriate procedures pursuant to Section 4.10. The Person in whose name any shares of the Common Stock shall be issuable upon such Early Settlement of a Purchase Contract shall be treated as the holder of record of such shares as of the close of business on the relevant Early Settlement Date. (e) In the event that Early Settlement is effected with respect to Purchase Contracts that are a component of Units, upon such Early Settlement, the Company shall execute and the Trustee shall authenticate (pursuant to the Indenture) on behalf of the Holder and deliver to the Holder thereof, at the expense of the Company, Separate Notes, in same form as the Notes comprising part of the Units, equal to the number of Purchase Contracts as to which Early Settlement was effected. (f) In the event that Early Settlement is effected with respect to Purchase Contracts represented by less than all the Purchase Contracts evidenced by a Security, upon such Early Settlement, the Company shall execute and the Purchase Contract Agent and Trustee shall authenticate on behalf of the Holder and deliver to the Holder thereof, at the expense of the Company, a Security evidencing the Purchase Contracts as to which Early Settlement was not effected. (g) Upon receipt of any Early Settlement Notice pursuant to Section 4.06(b)Holder, the Purchase Contract Agent shall promptly deliver a copy of pay to the Company such Early Settlement Notice Amount, the receipt of which payment the Company shall confirm in writing. The Purchase Contract Agent shall then, in accordance with Section 5.6 of the Pledge Agreement, notify the Collateral Agent that (A) such Holder has elected to effect an Early Settlement, which notice shall set forth the number of such Purchase Contracts as to which such Holder has elected to effect Early Settlement, (B) the Purchase Contract Agent has received from such Holder, and paid to the Company as confirmed in writing by the Company, the related Early Settlement Amount and (C) all conditions to such Early Settlement have been satisfied.

Early Settlement. (a) Subject to and upon compliance with the provisions of this Section 4.065.9, Purchase Contracts underlying Units having an aggregate Stated Amount equal to $1,000 or an integral multiple thereof may, at the option of the Holder thereof, be settled early ("Early Settlement") on or prior to the close of business on the second Scheduled Trading seventh Business Day immediately preceding the Scheduled Mandatory Remarketing Date or any Subsequent Remarketing Date. In order to exercise the right to effect Early Settlement Datewith respect to any Purchase Contracts, a the Holder may elect of the Certificate evidencing the related Units shall deliver such Certificate to settle its Purchase Contracts early, in whole the Agent at the Corporate Trust Office duly endorsed for transfer to the Company or in part, at blank with the form of Election to Settle Early on the reverse thereof duly completed and accompanied by payment payable to the Company in immediately available funds in an amount (the "Early Settlement Rate Amount") equal to (“Early Settlement Right”). (bA) A Holder’s right to receive Common Stock upon Early Settlement the product of any of its Purchase Contracts is subject to the following conditions (in the case of Global Securities, subject to the applicable procedures of the Depositary): (i) delivery of a written and signed notice of election (an “Early Settlement Notice”) in the form attached to the Purchase Contract to the Purchase Contract Agent electing Early Settlement Stated Amount of such Purchase Contract; and Units multiplied by (ii) satisfaction the number of Purchase Contracts with respect to which the conditions set forth in Section 4.04. Holder has elected to effect Early Settlement, plus (cB) If a Holder complies if such delivery is made with respect to any Purchase Contracts during the requirements set forth in Section 4.06(b) prior to period from the close of business on any Record Date next preceding any Payment Date to the opening of business on such Payment Date, an amount equal to the Contract Fee Payments, if any, payable on such Payment Date with respect to such Purchase Contracts; provided that no payment shall be required pursuant to clause (B) of this sentence if the Company shall have elected to defer the Contract Fee Payments which would otherwise be payable on such Payment Date. Except as provided in the immediately preceding sentence and subject to Section 5.2(d), no payment or adjustment shall be made upon Early Settlement of any Purchase Contract on any Contract Fee Payments accrued on such Purchase Contract or on account of any dividends on the Common Stock issued upon such Early Settlement. If the foregoing requirements are first satisfied with respect to Purchase Contracts underlying any Unit at or prior to 5:00 p.m., New York City time, on a Business Day, then that Business Day such day shall be considered the “"Early Settlement Date.” If " with respect to such Unit and if such requirements are first satisfied after 5:00 p.m., New York City time, on a Holder complies with the requirements set forth in Section 4.06(b) at or after the close of business on any Business Day or at any time on a day that is not a Business Day, then the "Early Settlement Date" with respect to such Units shall be the next succeeding Business Day shall be considered the “Early Settlement DateDay.” (d) On the second Business Day following the Early Settlement Date, subject to satisfaction of the conditions set forth in Section 4.06(b) by a Holder with respect to any of its Purchase Contracts, the Company shall cause a number of shares of Common Stock per Purchase Contract equal to the Early Settlement Rate to be issued and delivered, together with payment of (i) any cash payable in lieu of fractional shares pursuant to Section 4.12 and (ii) any dividends or distributions with respect to such shares constituting part of the Purchase Contract Settlement Fund (but without any interest thereon), to such Holder by book-entry transfer or other appropriate procedures pursuant to Section 4.10. The Person in whose name any shares of the Common Stock shall be issuable upon such Early Settlement of a Purchase Contract shall be treated as the holder of record of such shares as of the close of business on the relevant Early Settlement Date. (e) In the event that Early Settlement is effected with respect to Purchase Contracts that are a component of Units, upon such Early Settlement, the Company shall execute and the Trustee shall authenticate (pursuant to the Indenture) on behalf of the Holder and deliver to the Holder thereof, at the expense of the Company, Separate Notes, in same form as the Notes comprising part of the Units, equal to the number of Purchase Contracts as to which Early Settlement was effected. (f) In the event that Early Settlement is effected with respect to Purchase Contracts represented by less than all the Purchase Contracts evidenced by a Security, upon such Early Settlement, the Company shall execute and the Purchase Contract Agent and Trustee shall authenticate on behalf of the Holder and deliver to the Holder thereof, at the expense of the Company, a Security evidencing the Purchase Contracts as to which Early Settlement was not effected. (g) Upon receipt of any Early Settlement Notice pursuant to Section 4.06(b), the Purchase Contract Agent shall promptly deliver a copy of such Early Settlement Notice to the Company.

Early Settlement. (a) Subject to and upon compliance with the provisions of this Section 4.065.09 at the option of the Holder thereof, any Purchase Contracts underlying Securities having an aggregate Stated Amount equal to $[1,000] or an integral multiple thereof may be settled early ("Early Settlement") as provided herein. In order to exercise the right to effect Early Settlement with respect to any Purchase Contracts, the Holder of the Security Certificate evidencing such Purchase Contracts shall deliver such Security Certificate to the Agent at the Corporate Trust Office duly endorsed for transfer to the Company or in blank with the form of Election to Settle Early on the reverse thereof duly completed and accompanied by payment in the form of a certified or cashier's check payable to the Company in immediately available funds in an amount (the "Early Settlement Amount") equal to (i) the product of (A) the Stated Amount times (B) the number of Purchase Contracts with respect to which the Holder has elected to effect Early Settlement minus (ii) the aggregate amount of Contract Fees, if any, otherwise payable on or prior to the close of business on the second Scheduled Trading Day immediately preceding Payment Date deferred at the Scheduled Mandatory Settlement Date, a Holder may elect option of the Company pursuant to settle its Section 5.03 and remaining unpaid as of such immediately preceding Payment Date plus (iii) if such delivery is made with respect to any Purchase Contracts early, in whole or in part, at during the Early Settlement Rate (“Early Settlement Right”). (b) A Holder’s right to receive Common Stock upon Early Settlement of any of its Purchase Contracts is subject to the following conditions (in the case of Global Securities, subject to the applicable procedures of the Depositary): (i) delivery of a written and signed notice of election (an “Early Settlement Notice”) in the form attached to the Purchase Contract to the Purchase Contract Agent electing Early Settlement of such Purchase Contract; and (ii) satisfaction of the conditions set forth in Section 4.04. (c) If a Holder complies with the requirements set forth in Section 4.06(b) prior to period from the close of business on any Record Date next preceding any Payment Date to the opening of business on such Payment Date, an amount equal to the sum of (x) the Contract Fees payable on such Payment Date with respect to such Purchase Contracts plus (y) the interest on the related Underlying Securities payable on such Payment Date. Except as provided in the immediately preceding sentence and subject to the [last] paragraph of Section 5.02, no payment or adjustment shall be made upon Early Settlement of any Purchase Contract on account of any Contract Fees accrued on such Purchase Contract or on account of any dividends on the Common Stock issued upon such Early Settlement. If the foregoing requirements are first satisfied with respect to Purchase Contracts underlying any Securities at or prior to 5:00 p.m., New York City time, on a Business Day, then that Business Day such day shall be considered the “"Early Settlement Date.” If " with respect to such Securities and if such requirements are first satisfied after 5:00 p.m., New York City time, on a Holder complies with the requirements set forth in Section 4.06(b) at or after the close of business on any Business Day or at any time on a day that is not a Business Day, then the "Early Settlement Date" with respect to such Securities shall be the next succeeding Business Day shall be considered the “Early Settlement DateDay.” (d) On the second Business Day following the Early Settlement Date, subject to satisfaction of the conditions set forth in Section 4.06(b) by a Holder with respect to any of its Purchase Contracts, the Company shall cause a number of shares of Common Stock per Purchase Contract equal to the Early Settlement Rate to be issued and delivered, together with payment of (i) any cash payable in lieu of fractional shares pursuant to Section 4.12 and (ii) any dividends or distributions with respect to such shares constituting part of the Purchase Contract Settlement Fund (but without any interest thereon), to such Holder by book-entry transfer or other appropriate procedures pursuant to Section 4.10. The Person in whose name any shares of the Common Stock shall be issuable upon such Early Settlement of a Purchase Contract shall be treated as the holder of record of such shares as of the close of business on the relevant Early Settlement Date. (e) In the event that Early Settlement is effected with respect to Purchase Contracts that are a component of Units, upon such Early Settlement, the Company shall execute and the Trustee shall authenticate (pursuant to the Indenture) on behalf of the Holder and deliver to the Holder thereof, at the expense of the Company, Separate Notes, in same form as the Notes comprising part of the Units, equal to the number of Purchase Contracts as to which Early Settlement was effected. (f) In the event that Early Settlement is effected with respect to Purchase Contracts represented by less than all the Purchase Contracts evidenced by a Security, upon such Early Settlement, the Company shall execute and the Purchase Contract Agent and Trustee shall authenticate on behalf of the Holder and deliver to the Holder thereof, at the expense of the Company, a Security evidencing the Purchase Contracts as to which Early Settlement was not effected. (g) Upon receipt of any Early Settlement Notice pursuant to Section 4.06(b), the Purchase Contract Agent shall promptly deliver a copy of such Early Settlement Notice to the Company.

Early Settlement. (a) Subject to and upon compliance with the provisions of this Section 4.065.07, at the option of the Holder thereof, Purchase Contracts underlying Securities may be settled early ("Early Settlement") on or prior to the close of business 5:00 p.m. (New York City time) on the second Scheduled Trading seventh Business Day immediately preceding the Scheduled Mandatory Purchase Contract Settlement Date, a Holder . Holders of Treasury Stock Purchase Units may elect to only settle its the related Purchase Contracts early, in whole or in part, at integral multiples of 40 Purchase Contracts. In order to exercise the right to effect Early Settlement Rate (“Early Settlement Right”). (b) A Holder’s right with respect to receive Common Stock upon Early Settlement of any of its Purchase Contracts is subject to Contracts, the following conditions (in the case of Global Securities, subject to the applicable procedures Holder of the Depositary): (i) delivery of a written and signed notice of election (an “Early Settlement Notice”) in the form attached to the Purchase Contract Certificate evidencing Securities shall deliver to the Purchase Contract Agent electing at the Corporate Trust Office an "Election to Settle Early" form (on the reverse side of the Certificate) and any other documents requested by the Purchase Contract Agent and accompanied by payment (payable to the Company in immediately available funds) in an amount (the "Early Settlement Amount") equal to the product of such (i) (A) the Stated Amount times (B) the number of Purchase Contract; and Contracts with respect to which the Holder has elected to effect Early Settlement, plus (ii) satisfaction of if such delivery is made with respect to any Purchase Contracts during the conditions set forth in Section 4.04. (c) If a Holder complies with the requirements set forth in Section 4.06(b) prior to period from the close of business on any Record Date next preceding any Payment Date to the opening of business on such Payment Date, an amount equal to the Purchase Contract Payments payable on such Payment Date with respect to such Purchase Contracts. Except as provided in the immediately preceding sentence and subject to Section 5.11(c), no payment shall be made upon Early Settlement of any Purchase Contract on account of any Purchase Contract Payments accrued on such Purchase Contract or on account of dividends payable on the Common Stock issued upon such Early Settlement, the record date for which payment occurs prior to the Early Settlement Date. If the foregoing requirements are first satisfied with respect to Purchase Contracts underlying any Securities prior to or at 5:00 p.m. (New York City time) on a Business Day, then that Business Day such day shall be considered the “"Early Settlement Date.” If " with respect to such Securities and if such requirements are first satisfied after 5:00 p.m. (New York City time) on a Holder complies with the requirements set forth in Section 4.06(b) at or after the close of business on any Business Day or at any time on a day that is not a Business Day, then the "Early Settlement Date" with respect to such Securities shall be the next succeeding Business Day shall be considered (so long as such next succeeding Business Day is not later than the “seventh Business Day immediately preceding the Purchase Contract Settlement Date). (b) No Early Settlement Date.” (d) On will be permitted under this Section 5.07 unless, at the second Business Day following time of delivery of the Election to Settle Early form or time the Early Settlement Dateis effected, subject to satisfaction of the conditions set forth in Section 4.06(b) by a Holder there is an effective Registration Statement with respect to any of its Purchase Contracts, the Company shall cause a number of shares of Common Stock per Purchase Contract equal to the Early Settlement Rate to be issued and delivered, together delivered in connection with payment of (i) any cash payable in lieu of fractional shares pursuant to Section 4.12 and (ii) any dividends or distributions with respect to such shares constituting part of the Purchase Contract Settlement Fund (but without any interest thereon), to such Holder by book-entry transfer or other appropriate procedures pursuant to Section 4.10. The Person in whose name any shares of the Common Stock shall be issuable upon such Early Settlement of a Purchase Contract shall be treated as the holder of record of such shares as of the close of business on the relevant Early Settlement Date. (e) In the event that Early Settlement is effected with respect to Purchase Contracts that are a component of Units, upon such Early Settlement, if such a Registration Statement is required (in the view of counsel, which need not be in the form of a written opinion, for either the Company shall execute or the Purchase Contract Agent) under the Securities Act. If such a Registration Statement is so required, the Company covenants and agrees to use its best efforts to (A) have in effect a Registration Statement covering the Trustee shall authenticate (pursuant shares of Common Stock to the Indenture) on behalf be delivered in respect of the Holder and deliver to the Holder thereof, at the expense of the Company, Separate Notes, in same form as the Notes comprising part of the Units, equal to the number of Purchase Contracts as to which Early Settlement was effected. (f) In the event that Early Settlement is effected with respect to Purchase Contracts represented by less than all the Purchase Contracts evidenced by being settled and (B) provide a SecurityProspectus in connection therewith, upon such Early Settlement, the Company shall execute and in each case in a form that the Purchase Contract Agent and Trustee shall authenticate on behalf of the Holder and deliver to the Holder thereof, at the expense of the Company, a Security evidencing the Purchase Contracts as to which Early Settlement was not effected. (g) Upon receipt of any Early Settlement Notice pursuant to Section 4.06(b), the Purchase Contract Agent shall promptly deliver a copy of may use in connection with such Early Settlement Notice to the CompanySettlement.

Early Settlement. (a) Subject In the event of a merger or consolidation of the Company of the type described in clause (i) of Section 506(b) in which the Common Stock outstanding immediately prior to and upon compliance with such merger or consolidation is exchanged for consideration consisting of at least 30% cash or cash equivalents (any such event a "Cash Merger"), then the provisions Company (or the successor to the Company hereunder) shall be required to offer the Holder of this Section 4.06, each Unit the right to settle the Purchase Contract underlying such Unit prior to the close Stock Purchase Date ("Early Settlement") as provided herein. On or before the fifth Business Day after the consummation of business a Cash Merger the Company or, at the request and expense of the Company, the Unit Agent shall give all Holders notice, in the manner provided in Section 106, of the occurrence of the Cash Merger and of the right of Early Settlement arising as a result thereof. The Company shall also deliver a copy of such notice to the Unit Agent, the Collateral Agent and, if the Call Options have not been exercised, the Call Option Holder. Each such notice shall contain: (i) the date, which shall be not less than 20 nor more than 30 days after the date of such notice, on which the second Scheduled Trading Day immediately preceding Early Settlement will be effected (the Scheduled Mandatory "Early Settlement Date"); (ii) the date, which shall be three Business Days prior to the Early Settlement Date, a Holder may elect to settle its Purchase Contracts early, in whole or in part, at by which the Early Settlement right must be exercised; (iii) the Settlement Rate in effect as a result of such Cash Merger and the kind and amount of securities, cash and other property receivable by the Holder upon settlement of each Purchase Contract pursuant to Section 506(b); (“iv) a statement to the effect that all or a portion of the Stated Amount payable by the Holder to settle the Purchase Contract will be offset against the amount of cash so receivable upon exercise of Early Settlement, as applicable; (v) the instructions a Holder must follow to exercise the Early Settlement Right”)right; and (vi) a statement to the effect that accrued and unpaid Contract Fees in respect of the Purchase Contracts for which Early Settlement shall have been effected shall be payable on the Early Settlement Date and that upon such payment Contract Fees on such Purchase Contracts shall cease to accrue. (b) A Holder’s right to receive Common Stock upon To exercise an Early Settlement of any of its Purchase Contracts is subject right, a Holder shall deliver to the following conditions (Unit Agent on or before 5:00 p.m., New York City time on the date specified in the case notice the Unit Certificate(s) with respect to which the Early Settlement right is being exercised with the form of Global Securities, subject "Election to Settle Early" on the applicable procedures reverse thereof duly completed accompanied by payment of the Depositary): (i) delivery of a written and signed notice of election (an “Early Settlement Notice”) in purchase price for the form attached property to be purchased pursuant to the Purchase Contract Contracts underlying such Units, which payment shall be made in lawful money of the United States by certified or cashier's check payable to the order of the Company in immediately available funds in an amount equal to the aggregate Stated Amount of the Units in respect of which the Early Settlement is being effected less the amount of cash that otherwise would be deliverable by the Company or its successor upon settlement of the Purchase Contract Agent electing Early Settlement in lieu of such Purchase Contract; and (iiCommon Stock pursuant to Section 506(b) satisfaction of and as described in the conditions set forth in Section 4.04notice to Holders. (c) If In the event an Early Settlement right shall be exercised by a Holder complies in accordance with the requirements set forth in Section 4.06(bterms hereof, (i) prior to the close of business on any Business Day, then that Business Day shall be considered the “Early Settlement Date.” If a Holder complies with the requirements set forth in Section 4.06(b) at or after the close of business on any Business Day or at any time on a day that is not a Business Day, then the next succeeding Business Day shall be considered the “Early Settlement Date.” (d) On the second Business Day following the Early Settlement Date, subject to satisfaction of the conditions set forth in Section 4.06(b) by a Holder with respect to any of its Purchase Contracts, Date the Company shall deliver or cause a to be delivered by the Unit Agent to each such exercising Holder the net cash, securities and other property to be received, as provided herein, by such exercising Holder in respect of the number of shares of Common Stock per Purchase Contracts for which such Early Settlement right was exercised, together with all accrued and unpaid Contract equal Fees to the Early Settlement Rate to be issued and deliveredDate payable on such Purchase Contracts, together in accordance with payment of (i) any cash payable in lieu of fractional shares pursuant to Section 4.12 the settlement instructions provided by such Holder and (ii) any dividends or distributions with respect all references herein to such shares constituting part of the Stock Purchase Contract Settlement Fund (but without any interest thereon), to such Holder by book-entry transfer or other appropriate procedures pursuant to Section 4.10. The Person in whose name any shares of the Common Stock Date shall be issuable upon deemed to refer to such Early Settlement Date and all references to form of a Purchase Contract Settlement Instruction shall be treated deemed to refer to the form of Election to Settle Early, as the holder of record of such shares as of the close of business on the relevant Early Settlement Dateapplicable. (ed) In the event that Early Settlement is effected with respect to less than all of the Purchase Contracts that are underlying the Units evidenced by a component of UnitsUnit Certificate, upon such Early Settlement, Settlement the Company shall execute and the Trustee Unit Agent shall authenticate (pursuant to the Indenture) authenticate, execute on behalf of the Holder and deliver to the Holder thereof, at the expense of the Company, Separate Notes, in same form as the Notes comprising part of the Units, equal to the number of Purchase Contracts as to which Early Settlement was effected. (f) In the event that Early Settlement is effected with respect to Purchase Contracts represented by less than all the Purchase Contracts evidenced by a Security, upon such Early Settlement, the Company shall execute and the Purchase Contract Agent and Trustee shall authenticate on behalf of the Holder Holders and deliver to the Holder thereof, at the expense of the Company, a Security Unit Certificate evidencing the Purchase Contracts Units as to which Early Settlement was not effected. (g) Upon receipt of any Early Settlement Notice pursuant to Section 4.06(b), the Purchase Contract Agent shall promptly deliver a copy of such Early Settlement Notice to the Company.. ARTICLE SIX

Early Settlement. (a) Subject to and upon compliance with the provisions of this Section 4.06, prior to the close of business on the second Scheduled Trading Day immediately preceding the Scheduled Mandatory Settlement Date, a Holder may elect to settle its Purchase Contracts early, in whole or in part, at the Early Settlement Rate (“Early Settlement Right”). (b) A Holder’s right to receive Common Stock upon Early Settlement of any of its Purchase Contracts is subject to the following conditions (in the case of Global Securities, subject to the applicable procedures of the Depositary): (i) delivery of a written and signed notice of election (an “Early Settlement Notice”) in the form attached to the Purchase Contract to the Purchase Contract Agent electing Early Settlement of such Purchase Contract; and (ii) satisfaction of the conditions set forth in Section 4.04. (c) If a Holder complies with the requirements set forth in Section 4.06(b) prior to the close of business on any Business Day, then that Business Day shall be considered the “Early Settlement Date.” If a Holder complies with the requirements set forth in Section 4.06(b) at or after the close of business on any Business Day or at any time on a day that is not a Business Day, then the next succeeding Business Day shall be considered the “Early Settlement Date.” (d) On the second Business Day following the Early Settlement Date, subject to satisfaction of the conditions set forth in Section 4.06(b) by a Holder with respect to any of its Purchase Contracts, the Company shall cause a number of shares of Common Stock per Purchase Contract equal to the Early Settlement Rate to be issued and delivered, together with payment of (i) any cash payable in lieu of fractional shares pursuant to Section 4.12 4.13 and (ii) any dividends or distributions with respect to such shares constituting part of the Purchase Contract Settlement Fund (but without any interest thereon), to such Holder by book-entry transfer or other appropriate procedures pursuant to Section 4.104.11. The Person in whose name any shares of the Common Stock shall be issuable upon such Early Settlement of a Purchase Contract shall be treated as the holder of record of such shares as of the close of business on the relevant Early Settlement Date. (e) In the event that Early Settlement is effected with respect to Purchase Contracts that are a component of Units, upon such Early Settlement, the Company shall execute and the Trustee shall authenticate (pursuant to the Indenture) on behalf of the Holder and deliver to the Holder thereof, at the expense of the Company, Separate Notes, in same form as the Notes comprising part of the Units, equal to the number of Purchase Contracts as to which Early Settlement was effected. (f) In the event that Early Settlement is effected with respect to Purchase Contracts represented by less than all the Purchase Contracts evidenced by a Security, upon such Early Settlement, the Company shall execute and the Purchase Contract Agent and Trustee shall authenticate on behalf of the Holder and deliver to the Holder thereof, at the expense of the Company, a Security evidencing the Purchase Contracts as to which Early Settlement was not effected. (g) Upon receipt of any Early Settlement Notice pursuant to Section 4.06(b), the Purchase Contract Agent shall promptly deliver a copy of such Early Settlement Notice to the Company.

Early Settlement. (a) Subject to and upon compliance with the provisions of this Section 4.065.9, at the option of the Holder thereof, Purchase Contracts underlying Securities having an aggregate Stated Amount equal to $1,000 or an integral multiple thereof may be settled early ("Early Settlement") in the case of Income PRIDES (unless a Tax Event Redemption has occurred) on or prior to the close of business on the second Scheduled Trading fifth Business Day immediately preceding the Scheduled Mandatory Purchase Contract Settlement Date, a Holder may elect to settle its Purchase Contracts early, in whole or in part, at the Early Settlement Rate (“Early Settlement Right”). (b) A Holder’s right to receive Common Stock upon Early Settlement of any of its Purchase Contracts is subject to the following conditions (Date and in the case of Global SecuritiesGrowth PRIDES on or prior to 53 the second Business Day immediately preceding the Purchase Contract Settlement Date, subject in each case, as provided herein; provided however, that if a Tax Event Redemption has occurred and the Treasury Portfolio has become a component of the Income PRIDES, Purchase Contracts underlying Income PRIDES may be settled early on or prior to the applicable procedures second Business Day immediately preceding the Purchase Contract Settlement Date, but only in an aggregate amount of Income PRIDES or in an integral multiple thereof. In order to exercise the right to effect Early Settlement with respect to any Purchase Contracts, the Holder of the Depositary): Certificate evidencing Securities shall deliver such Certificate to the Agent at the Corporate Trust Office or the New York Office duly endorsed for transfer to the Company or in blank with the form of Election to Settle Early on the reverse thereof duly completed and accompanied by payment (payable to the Company) in immediately available funds in an amount (the "Early Settlement Amount") equal to (i) delivery the product of a written and signed notice (A) the Stated Amount times (B) the number of election (an “Purchase Contracts with respect to which the Holder has elected to effect Early Settlement Notice”) in the form attached to the Purchase Contract to the Purchase Contract Agent electing Early Settlement of such Purchase Contract; and plus (ii) satisfaction of if such delivery is made with respect to any Purchase Contracts during the conditions set forth in Section 4.04. (c) If a Holder complies with the requirements set forth in Section 4.06(b) prior to period from the close of business on any Record Date next preceding any Payment Date to the opening of business on such Payment Date, an amount equal to the Contract Adjustment Payments, if any, payable on such Payment Date with respect to such Purchase Contracts; provided that no payment shall be required pursuant to clause (ii) of this sentence if the Company shall have elected to defer the Contract Adjustment Payments which would otherwise be payable on such Payment Date. Except as provided in the immediately preceding sentence and subject to the next to last paragraph of Section 5.2, no payment or adjustment shall be made upon Early Settlement of any Purchase Contract on account of any Contract Adjustment Payments accrued on such Purchase Contract or on account of any dividends on the Common Stock issued upon such Early Settlement or on account of any Deferred Contract Adjustment Payments. If the foregoing requirements are first satisfied with respect to Purchase Contracts underlying any Securities at or prior to 5:00 p.m., New York City time, on a Business Day, then that Business Day such day shall be considered the “"Early Settlement Date.” If " with respect to such Securities and if such requirements are first satisfied after 5:00 p.m., New York City time, on a Holder complies with the requirements set forth in Section 4.06(b) at or after the close of business on any Business Day or at any time on a day that is not a Business Day, then the next succeeding Business Day shall be considered the “"Early Settlement Date.” (d) On the second Business Day following the Early Settlement Date, subject to satisfaction of the conditions set forth in Section 4.06(b) by a Holder with respect to any of its Purchase Contracts, the Company shall cause a number of shares of Common Stock per Purchase Contract equal to the Early Settlement Rate to be issued and delivered, together with payment of (i) any cash payable in lieu of fractional shares pursuant to Section 4.12 and (ii) any dividends or distributions " with respect to such shares constituting part of the Purchase Contract Settlement Fund (but without any interest thereon), to such Holder by book-entry transfer or other appropriate procedures pursuant to Section 4.10. The Person in whose name any shares of the Common Stock Securities shall be issuable upon such Early Settlement of a Purchase Contract shall be treated as the holder of record of such shares as of the close of business on the relevant Early Settlement Datenext succeed ing Business Day. (e) In the event that Early Settlement is effected with respect to Purchase Contracts that are a component of Units, upon such Early Settlement, the Company shall execute and the Trustee shall authenticate (pursuant to the Indenture) on behalf of the Holder and deliver to the Holder thereof, at the expense of the Company, Separate Notes, in same form as the Notes comprising part of the Units, equal to the number of Purchase Contracts as to which Early Settlement was effected. (f) In the event that Early Settlement is effected with respect to Purchase Contracts represented by less than all the Purchase Contracts evidenced by a Security, upon such Early Settlement, the Company shall execute and the Purchase Contract Agent and Trustee shall authenticate on behalf of the Holder and deliver to the Holder thereof, at the expense of the Company, a Security evidencing the Purchase Contracts as to which Early Settlement was not effected. (g) Upon receipt of any Early Settlement Notice pursuant to Section 4.06(b), the Purchase Contract Agent shall promptly deliver a copy of such Early Settlement Notice to the Company.

Early Settlement. A holder of Income PRIDES (aunless a Tax Event Redemption has occurred) Subject to and upon compliance with may settle the provisions of this Section 4.06, related Purchase Contracts on or prior to the close of business on the second Scheduled Trading fifth Business Day immediately preceding the Scheduled Mandatory Purchase Contract Settlement Date, a Holder may elect to settle its Purchase Contracts early, in whole or in part, at the Early Settlement Rate (“Early Settlement Right”). (b) A Holder’s right to receive Common Stock upon Early Settlement of any of its Purchase Contracts is subject to the following conditions (Date in the case manner described herein, but only in integral multiples of Global Securities20 Income PRIDES; provided, subject to the applicable procedures of the Depositary): (i) delivery of however, if a written and signed notice of election (an “Early Settlement Notice”) in the form attached Tax Event Redemption has occurred prior to the Purchase Contract Settlement Date and the Treasury Portfolio has become a component of the Income PRIDES, holders of Income PRIDES may settle early only in integral multiples of 32,000 Income PRIDES at any time on or prior to the second Business Day immediately preceding the Purchase Contract Settlement Date. A holder of Growth PRIDES may settle the related Purchase Contracts on or prior to the second Business Day immediately preceding the Purchase Contract Settlement Date in the manner described herein (in either case, an "Early Settlement"). Upon such Early Settlement, (a) the holder will pay to the Company through the Purchase Contract Agent in immediately available funds an amount equal to the Stated Amount for each Purchase Contract to be settled and deliver the Income PRIDES or Growth PRIDES, as the case may be, to the Purchase Contract Agent electing Early Settlement of such Purchase Contract; and Agent, (iib) satisfaction the related Trust Preferred Securities, the appropriate Applicable Ownership Interest of the conditions set forth in Section 4.04. Treasury Portfolio or the Treasury Securities, as the case may be, within three Business Days of the date of Early Settlement, will be transferred to the holder free and clear of the Company's security interest therein, and (c) If a Holder complies with the requirements set forth in Section 4.06(b) prior to the close of business on any Company, within three Business Day, then that Business Day shall be considered the “Early Settlement Date.” If a Holder complies with the requirements set forth in Section 4.06(b) at or after the close of business on any Business Day or at any time on a day that is not a Business Day, then the next succeeding Business Day shall be considered the “Early Settlement Date.” (d) On the second Business Day following the Early Settlement Date, subject to satisfaction Days of the conditions set forth in Section 4.06(b) by a Holder with respect to any date of its Purchase ContractsEarly Settlement, the Company shall cause a number of will deliver newly issued shares of Common Stock per Purchase Contract an amount equal to the Stated Amount divided by the Threshold Appreciation Price) to the holder for each Purchase Contract so settled. Upon Early Settlement Rate to be issued and deliveredSettlement, together with payment of (i) any cash payable in lieu of fractional shares pursuant the holder's rights to Section 4.12 and receive Deferred Contract Adjustment Payments, if any, on the Purchase Contracts being settled will be forfeited, (ii) any dividends the holder's right to receive additional Contract Adjustment Payments, if any, in respect of such Purchase Contracts will terminate and (iii) no adjustment will be made to or distributions with respect to such shares constituting part of the Purchase Contract Settlement Fund (but without any interest thereon), to such Holder by book-entry transfer or other appropriate procedures pursuant to Section 4.10. The Person in whose name any shares of the Common Stock shall be issuable upon such Early Settlement of a Purchase Contract shall be treated as for the holder on account of record Deferred Contract Adjustment Payments, or any amount accrued in respect of such shares as of the close of business on the relevant Early Settlement DateContract Adjustment Payments. (e) In the event that Early Settlement is effected with respect to Purchase Contracts that are a component of Units, upon such Early Settlement, the Company shall execute and the Trustee shall authenticate (pursuant to the Indenture) on behalf of the Holder and deliver to the Holder thereof, at the expense of the Company, Separate Notes, in same form as the Notes comprising part of the Units, equal to the number of Purchase Contracts as to which Early Settlement was effected. (f) In the event that Early Settlement is effected with respect to Purchase Contracts represented by less than all the Purchase Contracts evidenced by a Security, upon such Early Settlement, the Company shall execute and the Purchase Contract Agent and Trustee shall authenticate on behalf of the Holder and deliver to the Holder thereof, at the expense of the Company, a Security evidencing the Purchase Contracts as to which Early Settlement was not effected. (g) Upon receipt of any Early Settlement Notice pursuant to Section 4.06(b), the Purchase Contract Agent shall promptly deliver a copy of such Early Settlement Notice to the Company.

Early Settlement. (a) Subject to and upon compliance with the provisions of this Section 4.065.9, at the option of the Holder thereof, Purchase Contracts underlying Securities, having an aggregate Stated Amount equal to $1,000 or an integral multiple thereof, may be settled early ("Early Settlement") in the case of Income Units (unless a Tax Event Redemption has occurred) on or prior to the close of business on the second Scheduled Trading fifth Business Day immediately preceding the Scheduled Mandatory Purchase Contract Settlement Date, a Holder may elect to settle its Purchase Contracts early, in whole or in part, at the Early Settlement Rate (“Early Settlement Right”). (b) A Holder’s right to receive Common Stock upon Early Settlement of any of its Purchase Contracts is subject to the following conditions (Date and in the case of Global Securities, subject Growth Units on or prior to the applicable procedures second Business Day immediately preceding the Purchase Contract Settlement Date, in each case, as provided herein; provided however, that if a Tax Event Redemption has occurred and the Treasury Portfolio has become a component of the Depositary): Income Units Purchase Contracts, underlying Income Units may be settled early, on or prior to the second Business Day immediately preceding the Purchase Contract Settlement Date, but only in an aggregate amount of $________ or in an integral multiple thereof. In order to exercise the right to effect Early Settlement with respect to any Purchase Contracts, the Holder of the Certificate evidencing Securities shall deliver such Certificate to the Agent at the Corporate Trust Office duly endorsed for transfer to the Company or in blank with the form of Election to Settle Early on the reverse thereof duly completed and accompanied by payment (payable to the Company in immediately available funds in an amount (the "Early Settlement Amount") equal to (i) delivery the product of a written and signed notice (A) the Stated Amount times (B) the number of election (an “Purchase Contracts with respect to which the Holder has elected to effect Early Settlement Notice”) in the form attached to the Purchase Contract to the Purchase Contract Agent electing Early Settlement of such Purchase Contract; and plus (ii) satisfaction of if such delivery is made with respect to any Purchase Contracts during the conditions set forth in Section 4.04. (c) If a Holder complies with the requirements set forth in Section 4.06(b) prior to period from the close of business on any Record Date next preceding any Payment Date to the opening of business on such Payment Date, an amount equal to the sum of (x) the Contract Adjustment Payments payable on such Payment Date with respect to such Purchase Contracts plus (y) in the case of Income Units Certificate, the distributions on the related Preferred Securities payable on such Payment Date. Except as provided in the immediately preceding sentence and subject to the second to last paragraph of Section 5.2, no payment or adjustment shall be made upon Early Settlement of any Purchase Contract on account of any Contract Adjustment Payments accrued on such Purchase Contract or on account of any dividends on the Common Stock issued upon such Early Settlement. If the foregoing requirements are first satisfied with respect to Purchase Contracts underlying any Securities at or prior to 5:00 p.m., New York City time, on a Business Day, then that Business Day such day shall be considered the “"Early Settlement Date.” If " with respect to such Securities and if such requirements are first satisfied after 5:00 p.m., New York City time, on a Holder complies with the requirements set forth in Section 4.06(b) at or after the close of business on any Business Day or at any time on a day that is not a Business Day, then the "Early Settlement Date" with respect to such Securities shall be the next succeeding Business Day shall be considered the “Early Settlement DateDay.” (d) On the second Business Day following the Early Settlement Date, subject to satisfaction of the conditions set forth in Section 4.06(b) by a Holder with respect to any of its Purchase Contracts, the Company shall cause a number of shares of Common Stock per Purchase Contract equal to the Early Settlement Rate to be issued and delivered, together with payment of (i) any cash payable in lieu of fractional shares pursuant to Section 4.12 and (ii) any dividends or distributions with respect to such shares constituting part of the Purchase Contract Settlement Fund (but without any interest thereon), to such Holder by book-entry transfer or other appropriate procedures pursuant to Section 4.10. The Person in whose name any shares of the Common Stock shall be issuable upon such Early Settlement of a Purchase Contract shall be treated as the holder of record of such shares as of the close of business on the relevant Early Settlement Date. (e) In the event that Early Settlement is effected with respect to Purchase Contracts that are a component of Units, upon such Early Settlement, the Company shall execute and the Trustee shall authenticate (pursuant to the Indenture) on behalf of the Holder and deliver to the Holder thereof, at the expense of the Company, Separate Notes, in same form as the Notes comprising part of the Units, equal to the number of Purchase Contracts as to which Early Settlement was effected. (f) In the event that Early Settlement is effected with respect to Purchase Contracts represented by less than all the Purchase Contracts evidenced by a Security, upon such Early Settlement, the Company shall execute and the Purchase Contract Agent and Trustee shall authenticate on behalf of the Holder and deliver to the Holder thereof, at the expense of the Company, a Security evidencing the Purchase Contracts as to which Early Settlement was not effected. (g) Upon receipt of any Early Settlement Notice pursuant to Section 4.06(b), the Purchase Contract Agent shall promptly deliver a copy of such Early Settlement Notice to the Company.

Early Settlement. (a) Subject to and upon compliance with the provisions of this Section 4.065.7, Purchase Contracts underlying Units having an aggregate Stated Amount equal to $1,000 or an integral multiple thereof, may, at the option of the Holder thereof, be settled early ("Early Settlement") on or prior to the close of business on the second Scheduled Trading seventh Business Day immediately preceding the Scheduled Mandatory Remarketing Date or any Subsequent Remarketing Date. In order to exercise the right to effect Early Settlement Datewith respect to any Purchase Contracts, a the Holder may elect of the Certificate evidencing the related Units shall deliver such Certificate to settle its the Agent at the Corporate Trust office duly endorsed for transfer to the Company or in blank with the form of Election to Settle Early on the reverse thereof duly completed and accompanied by payment (payable to the Company in immediately available funds in an amount (the "Early Settlement Amount") equal to the product of (A) the Stated Amount of such Units times (B) the number of Purchase Contracts early, in whole with respect to which the Holder has elected to effect Early Settlement. No payment or in part, at the Early Settlement Rate (“Early Settlement Right”). (b) A Holder’s right to receive Common Stock adjustment shall be made upon Early Settlement of any Purchase Contract on account of its any dividends on 44 50 the Common Stock issued upon such Early Settlement. If the foregoing requirements are first satisfied with respect to Purchase Contracts is subject to the following conditions (in the case of Global Securities, subject to the applicable procedures of the Depositary): (i) delivery of a written and signed notice of election (an “Early Settlement Notice”) in the form attached to the Purchase Contract to the Purchase Contract Agent electing Early Settlement of such Purchase Contract; and (ii) satisfaction of the conditions set forth in Section 4.04. (c) If a Holder complies with the requirements set forth in Section 4.06(b) underlying any Unit at or prior to the close of business 5:00 p.m., New York City time, on any a Business Day, then that Business Day such day shall be considered the “"Early Settlement Date.” If " with respect to such Unit and if such requirements are first satisfied after 5:00 p.m., New York City time, on a Holder complies with the requirements set forth in Section 4.06(b) at or after the close of business on any Business Day or at any time on a day that is not a Business Day, then the "Early Settlement Date" with respect to such Units shall be the next succeeding Business Day shall be considered the “Early Settlement DateDay.” (d) On the second Business Day following the Early Settlement Date, subject to satisfaction of the conditions set forth in Section 4.06(b) by a Holder with respect to any of its Purchase Contracts, the Company shall cause a number of shares of Common Stock per Purchase Contract equal to the Early Settlement Rate to be issued and delivered, together with payment of (i) any cash payable in lieu of fractional shares pursuant to Section 4.12 and (ii) any dividends or distributions with respect to such shares constituting part of the Purchase Contract Settlement Fund (but without any interest thereon), to such Holder by book-entry transfer or other appropriate procedures pursuant to Section 4.10. The Person in whose name any shares of the Common Stock shall be issuable upon such Early Settlement of a Purchase Contract shall be treated as the holder of record of such shares as of the close of business on the relevant Early Settlement Date. (e) In the event that Early Settlement is effected with respect to Purchase Contracts that are a component of Units, upon such Early Settlement, the Company shall execute and the Trustee shall authenticate (pursuant to the Indenture) on behalf of the Holder and deliver to the Holder thereof, at the expense of the Company, Separate Notes, in same form as the Notes comprising part of the Units, equal to the number of Purchase Contracts as to which Early Settlement was effected. (f) In the event that Early Settlement is effected with respect to Purchase Contracts represented by less than all the Purchase Contracts evidenced by a Security, upon such Early Settlement, the Company shall execute and the Purchase Contract Agent and Trustee shall authenticate on behalf of the Holder and deliver to the Holder thereof, at the expense of the Company, a Security evidencing the Purchase Contracts as to which Early Settlement was not effected. (g) Upon receipt of any Early Settlement Notice pursuant to Section 4.06(b), the Purchase Contract Agent shall promptly deliver a copy of such Early Settlement Notice to the Company.

Early Settlement. (a) Subject to and upon compliance with the provisions of this Section 4.065.7, at the option of the Holder thereof, Purchase Contracts underlying Securities, having an aggregate Stated Amount equal to $1,000 or an integral multiple thereof, may be settled early ("Early Settlement") in the case of Normal Units (unless a Tax Event Redemption has occurred) on or prior to the close of business on the second Scheduled Trading fifth Business Day immediately preceding the Scheduled Mandatory Purchase Contract Settlement Date, a Holder may elect to settle its Purchase Contracts early, in whole or in part, at the Early Settlement Rate (“Early Settlement Right”). (b) A Holder’s right to receive Common Stock upon Early Settlement of any of its Purchase Contracts is subject to the following conditions (Date and in the case of Global Securities, subject Stripped Units on or prior to the applicable procedures second Business Day immediately preceding the Purchase Contract Settlement Date, in each case, as provided herein; provided however, that if a Tax Event Redemption has occurred and the Treasury Portfolio has become a component of the Depositary): Normal Units, Purchase Contracts underlying Normal Units may be settled early, on or prior to the second Business Day immediately preceding the Purchase Contract Settlement Date, but only in an aggregate amount of $__________ or in an integral multiple thereof. In order to exercise the right to effect Early Settlement with respect to any Purchase Contracts, the Holder of the Certificate evidencing Securities shall deliver such Certificate to the Agent at the Corporate Trust Office duly endorsed for transfer to the Company or in blank with the form of Election to Settle Early on the reverse thereof duly completed and accompanied by payment (payable to the Company in immediately available funds in an amount (the "Early Settlement Amount") equal to (i) delivery the product of a written and signed notice (A) the Stated Amount times (B) the number of election (an “Purchase Contracts with respect to which the Holder has elected to effect Early Settlement Notice”plus (ii) in the form attached case of Normal Unit Certificates, if such delivery is made with respect to any Purchase Contracts during the Purchase Contract to the Purchase Contract Agent electing Early Settlement of such Purchase Contract; and (ii) satisfaction of the conditions set forth in Section 4.04. (c) If a Holder complies with the requirements set forth in Section 4.06(b) prior to period from the close of business on any Record Date next preceding any Payment Date to the opening of business on such Payment Date, an amount equal to the sum of the dividends on the related Debt Securities payable on such Payment Date. Except as provided in the immediately preceding sentence, no payment or adjustment shall be made upon Early Settlement of any Purchase Contract on account of any dividends on the Common Stock issued upon such Early Settlement. If the foregoing requirements are first satisfied with respect to Purchase Contracts underlying any Securities at or prior to 5:00 p.m., New York City time, on a Business Day, then that Business Day such day shall be considered the “"Early Settlement Date.” If " with respect to such Securities and if such requirements are first satisfied after 5:00 p.m., New York City time, on a Holder complies with the requirements set forth in Section 4.06(b) at or after the close of business on any Business Day or at any time on a day that is not a Business Day, then the "Early Settlement Date" with respect to such Securities shall be the next succeeding Business Day shall be considered the “Early Settlement DateDay.” (d) On the second Business Day following the Early Settlement Date, subject to satisfaction of the conditions set forth in Section 4.06(b) by a Holder with respect to any of its Purchase Contracts, the Company shall cause a number of shares of Common Stock per Purchase Contract equal to the Early Settlement Rate to be issued and delivered, together with payment of (i) any cash payable in lieu of fractional shares pursuant to Section 4.12 and (ii) any dividends or distributions with respect to such shares constituting part of the Purchase Contract Settlement Fund (but without any interest thereon), to such Holder by book-entry transfer or other appropriate procedures pursuant to Section 4.10. The Person in whose name any shares of the Common Stock shall be issuable upon such Early Settlement of a Purchase Contract shall be treated as the holder of record of such shares as of the close of business on the relevant Early Settlement Date. (e) In the event that Early Settlement is effected with respect to Purchase Contracts that are a component of Units, upon such Early Settlement, the Company shall execute and the Trustee shall authenticate (pursuant to the Indenture) on behalf of the Holder and deliver to the Holder thereof, at the expense of the Company, Separate Notes, in same form as the Notes comprising part of the Units, equal to the number of Purchase Contracts as to which Early Settlement was effected. (f) In the event that Early Settlement is effected with respect to Purchase Contracts represented by less than all the Purchase Contracts evidenced by a Security, upon such Early Settlement, the Company shall execute and the Purchase Contract Agent and Trustee shall authenticate on behalf of the Holder and deliver to the Holder thereof, at the expense of the Company, a Security evidencing the Purchase Contracts as to which Early Settlement was not effected. (g) Upon receipt of any Early Settlement Notice pursuant to Section 4.06(b), the Purchase Contract Agent shall promptly deliver a copy of such Early Settlement Notice to the Company.

Early Settlement. (a) Subject to and upon compliance with the provisions of this Section 4.065.9, at the option of the Holder thereof, Purchase Contracts underlying Securities, having an aggregate Stated Amount equal to $1,000 or an integral multiple thereof, may be settled early ("Early Settlement") in the case of Income PRIDES on or prior to the close of business on the second Scheduled Trading fifth Business Day immediately preceding the Scheduled Mandatory Purchase Contract Settlement Date, a Holder may elect to settle its Purchase Contracts early, in whole or in part, at the Early Settlement Rate (“Early Settlement Right”). (b) A Holder’s right to receive Common Stock upon Early Settlement of any of its Purchase Contracts is subject to the following conditions (Date and in the case of Global Securities, subject Growth PRIDES on or prior to the applicable procedures second Business Day immediately preceding the Purchase Contract Settlement Date, in each case, as provided herein. In order to exercise the right to effect Early Settlement with respect to any Purchase Contracts, the Holder of the Depositary): Certificate evidencing Securities shall deliver such Certificate to the Agent at the Corporate Trust Office duly endorsed for transfer to the Company or in blank with the form of Election to Settle Early on the reverse thereof duly completed and accompanied by payment (payable to the Company in immediately available funds in an amount (the "Early Settlement Amount") equal to (i) delivery the product of a written and signed notice (A) the Stated Amount times (B) the number of election (an “Purchase Contracts with respect to which the Holder has elected to effect Early Settlement Notice”) in the form attached to the Purchase Contract to the Purchase Contract Agent electing Early Settlement of such Purchase Contract; and plus (ii) satisfaction of if such delivery is made with respect to any Purchase Contracts during the conditions set forth in Section 4.04. (c) If a Holder complies with the requirements set forth in Section 4.06(b) prior to period from the close of business on any Record Date next preceding any Payment Date to the opening of business on such Payment Date, an amount equal to the sum of (x) the Contract Adjustment Payments payable on such Payment Date with respect to such Purchase Contracts plus (y) in the case of Income PRIDES Certificates, the dividends on the related Preferred Shares payable on such Payment Date. Except as provided in the immediately preceding sentence and subject to the second to last paragraph of Section 5.2, no payment or adjustment shall be made upon Early Settlement of any Purchase Contract on account of any Contract Adjustment Payments accrued on such Purchase Contract or on account of any dividends on the Ordinary Shares issued upon such Early Settlement. If the foregoing requirements are first satisfied with respect to Purchase Contracts underlying any Securities at or prior to 5:00 p.m., New York City time, on a Business Day, then that Business Day such day shall be considered the “"Early Settlement Date.” If " with respect to such Securities and if such requirements are first satisfied after 5:00 p.m., New York City time, on a Holder complies with the requirements set forth in Section 4.06(b) at or after the close of business on any Business Day or at any time on a day that is not a Business Day, then the "Early Settlement Date" with respect to such Securities shall be the next succeeding Business Day shall be considered the “Early Settlement DateDay.” (d) On the second Business Day following the Early Settlement Date, subject to satisfaction of the conditions set forth in Section 4.06(b) by a Holder with respect to any of its Purchase Contracts, the Company shall cause a number of shares of Common Stock per Purchase Contract equal to the Early Settlement Rate to be issued and delivered, together with payment of (i) any cash payable in lieu of fractional shares pursuant to Section 4.12 and (ii) any dividends or distributions with respect to such shares constituting part of the Purchase Contract Settlement Fund (but without any interest thereon), to such Holder by book-entry transfer or other appropriate procedures pursuant to Section 4.10. The Person in whose name any shares of the Common Stock shall be issuable upon such Early Settlement of a Purchase Contract shall be treated as the holder of record of such shares as of the close of business on the relevant Early Settlement Date. (e) In the event that Early Settlement is effected with respect to Purchase Contracts that are a component of Units, upon such Early Settlement, the Company shall execute and the Trustee shall authenticate (pursuant to the Indenture) on behalf of the Holder and deliver to the Holder thereof, at the expense of the Company, Separate Notes, in same form as the Notes comprising part of the Units, equal to the number of Purchase Contracts as to which Early Settlement was effected. (f) In the event that Early Settlement is effected with respect to Purchase Contracts represented by less than all the Purchase Contracts evidenced by a Security, upon such Early Settlement, the Company shall execute and the Purchase Contract Agent and Trustee shall authenticate on behalf of the Holder and deliver to the Holder thereof, at the expense of the Company, a Security evidencing the Purchase Contracts as to which Early Settlement was not effected. (g) Upon receipt of any Early Settlement Notice pursuant to Section 4.06(b), the Purchase Contract Agent shall promptly deliver a copy of such Early Settlement Notice to the Company.

Early Settlement. (a) Subject to and upon compliance with the provisions of this Section 4.06, prior to the close of business on the second Scheduled Trading Day immediately preceding the Scheduled Mandatory Settlement DateAugust 16, 2023, a Holder of 48,000 Units (or any integral multiple thereof) or a Holder of Separate Purchase Contracts, may elect to settle its Purchase Contracts early, in whole or in part, early at the Early Settlement Rate (“Early Settlement Right”). (b) A Holder’s right to receive Common Stock upon Early Settlement of any of its Purchase Contracts is subject to the following conditions (in the case of Global Securities, subject to the applicable procedures of the Depositary): (i) delivery of a written and signed notice of election (an “Early Settlement Notice”) in the form attached to the Purchase Contract to the Purchase Contract Agent electing Early Settlement of such Purchase Contract; and; (ii) satisfaction of the conditions set forth in Section 4.04; and (iii) in the case of Purchase Contracts underlying Units, election of an Early Settlement may be made only in integral multiples of 48,000 Units. (c) If a Holder complies with the requirements set forth in Section 4.06(b) prior to before the close of business on any Business Day, then that Business Day shall be considered the “Early Settlement Date.” If a Holder complies with the requirements set forth in Section 4.06(b) at or after the close of business on any Business Day or at any time on a day that is not a Business Day, then the next succeeding Business Day shall be considered the “Early Settlement Date.” (d) On the second Business Day following the Early Settlement Date, subject Subject to satisfaction of the conditions set forth in Section 4.06(b) by a Holder with respect to any of its Purchase Contracts, the Company shall cause a number of shares of Common Stock per Purchase Contract equal to the Early Settlement Rate to be issued and delivered, together with payment of (i) any cash payable in lieu of fractional shares pursuant to Section 4.12 4.11 and (ii) any dividends or distributions with respect to such shares constituting part of the Purchase Contract Settlement Fund (but without any interest thereon), to such Holder by book-entry transfer or other appropriate procedures pursuant to Section 4.104.09 on the second Business Day following the Early Settlement Date. The Person in whose name any shares of the Common Stock shall be issuable upon such Early Settlement of a Purchase Contract shall be treated as the holder of record of such shares as of the close of business on the relevant Early Settlement Date. (e) In the event that Early Settlement is effected with respect to Purchase Contracts that are a component of Units, upon such Early Settlement, the Company Purchase Contract Agent shall execute direct the Custodian to deliver the Treasury Strips evidenced by those Units to such Holder free and clear of any liens or other encumbrances on the Trustee shall authenticate (pursuant to second Business Day following the Indenture) on behalf of the Holder and deliver to the Holder thereof, at the expense of the Company, Separate Notes, in same form as the Notes comprising part of the Units, equal to the number of Purchase Contracts as to which Early Settlement was effectedDate. (f) In the event that Early Settlement is effected with respect to Purchase Contracts represented by less than all the Purchase Contracts evidenced by a Security, upon such Early Settlement, the Company shall execute and the Purchase Contract Agent and Trustee shall authenticate execute as attorney-in-fact on behalf of the Holder Holder, authenticate and deliver to the Holder thereof, at the expense of the Company, a Security evidencing the Purchase Contracts as to which Early Settlement was not effected. (g) Upon receipt of any Early Settlement Notice pursuant to Section 4.06(b), the Purchase Contract Agent shall promptly deliver a copy of such Early Settlement Notice to the Company.

Early Settlement. (a) Subject to and upon compliance with the provisions of this Section 4.065.9, at the option of the Holder thereof, Purchase Contracts underlying Securities may be settled early (an "Early Settlement") in the case of Corporate PIES on or prior to the close of business on the second Scheduled Trading seventh Business Day immediately preceding the Scheduled Mandatory Purchase Contract Settlement Date, a Holder may elect to settle its Purchase Contracts early, in whole or in part, at the Early Settlement Rate (“Early Settlement Right”). (b) A Holder’s right to receive Common Stock upon Early Settlement of any of its Purchase Contracts is subject to the following conditions (Date and in the case of Global Securities, subject Treasury PIES on or prior to the applicable procedures second Business Day immediately preceding the Purchase Contract Settlement Date, in each case, as provided herein. In order to exercise the right to effect Early Settlement with respect to any Purchase Contracts, the Holder of the Depositary): Certificate evidencing Securities shall deliver such Certificate to the Agent at the Corporate Trust Office duly endorsed for transfer to the Company or in blank with the form of Election to Settle Early on the reverse thereof duly completed and accompanied by payment (payable to the Company in immediately available funds) in an amount (the "Early Settlement Amount") equal to (i) delivery the product of a written and signed notice (A) the Stated Amount times (B) the number of election (an “Purchase Contracts with respect to which the Holder has elected to effect Early Settlement Notice”) in the form attached to the Purchase Contract to the Purchase Contract Agent electing Early Settlement of such Purchase Contract; and plus (ii) satisfaction of if such delivery is made with respect to any Purchase Contracts during the conditions set forth in Section 4.04. (c) If a Holder complies with the requirements set forth in Section 4.06(b) prior to period from the close of business on any Record Date next preceding any Payment Date to the opening of business on such Payment Date, an amount equal to the sum of (x) the Contract Adjustment Payments payable on such Payment Date with respect to such Purchase Contracts plus (y) in the case of a Corporate PIES Certificate, the distributions on the related Shares payable on such Payment Date. Except as provided in the immediately preceding sentence and subject to the last paragraph of Section 5.2, no payment or adjustment shall be made upon Early Settlement of any Purchase Contract on account of any Contract Adjustment Payments accrued on such Purchase Contract or on account of any dividends on the Common Stock issued upon such Early Settlement. If the foregoing requirements are first satisfied with respect to Purchase Contracts underlying any Securities at or prior to 5:00 p.m., New York City time, on a Business Day, then that Business Day such day shall be considered the “"Early Settlement Date.” If " with respect to such Securities and if such requirements are first satisfied after 5:00 p.m., New York City time, on a Holder complies with the requirements set forth in Section 4.06(b) at or after the close of business on any Business Day or at any time on a day that is not a Business Day, then the "Early Settlement Date" with respect to such Securities shall be the next succeeding Business Day shall be considered the “Early Settlement DateDay.” (d) On the second Business Day following the Early Settlement Date, subject to satisfaction of the conditions set forth in Section 4.06(b) by a Holder with respect to any of its Purchase Contracts, the Company shall cause a number of shares of Common Stock per Purchase Contract equal to the Early Settlement Rate to be issued and delivered, together with payment of (i) any cash payable in lieu of fractional shares pursuant to Section 4.12 and (ii) any dividends or distributions with respect to such shares constituting part of the Purchase Contract Settlement Fund (but without any interest thereon), to such Holder by book-entry transfer or other appropriate procedures pursuant to Section 4.10. The Person in whose name any shares of the Common Stock shall be issuable upon such Early Settlement of a Purchase Contract shall be treated as the holder of record of such shares as of the close of business on the relevant Early Settlement Date. (e) In the event that Early Settlement is effected with respect to Purchase Contracts that are a component of Units, upon such Early Settlement, the Company shall execute and the Trustee shall authenticate (pursuant to the Indenture) on behalf of the Holder and deliver to the Holder thereof, at the expense of the Company, Separate Notes, in same form as the Notes comprising part of the Units, equal to the number of Purchase Contracts as to which Early Settlement was effected. (f) In the event that Early Settlement is effected with respect to Purchase Contracts represented by less than all the Purchase Contracts evidenced by a Security, upon such Early Settlement, the Company shall execute and the Purchase Contract Agent and Trustee shall authenticate on behalf of the Holder and deliver to the Holder thereof, at the expense of the Company, a Security evidencing the Purchase Contracts as to which Early Settlement was not effected. (g) Upon receipt of any Early Settlement Notice pursuant to Section 4.06(b), the Purchase Contract Agent shall promptly deliver a copy of such Early Settlement Notice to the Company.

Early Settlement. (a) Subject to and upon compliance with the provisions of this Section 4.065.7, Forward Purchase Contracts underlying Equity Units or Stripped Equity Units having an aggregate Stated Amount equal to $1,000 or an integral multiple thereof, may, at the option of the Holder thereof, be settled early ("Early Settlement") on or prior to the close of business 10:00 a.m. on the second Scheduled Trading seventh Business Day immediately preceding the Scheduled Mandatory Stock Purchase Date. In order to exercise the right to effect Early Settlement Datewith respect to any Forward Purchase Contracts, a the Holder of the Certificate evidencing the related Equity Units or Stripped Equity Units, as the case may elect be, shall deliver such Certificate to settle its Purchase Contracts early, in whole the Agent at the Corporate Trust Office duly endorsed for transfer to the Company or in part, at blank with the form of Election to Settle Early on the reverse thereof duly completed and accompanied by payment payable to the Company in immediately available funds in an amount (the "Early Settlement Rate Amount") equal to (“Early Settlement Right”). (bA) A Holder’s right to receive Common Stock upon Early Settlement the product of any of its Purchase Contracts is subject to the following conditions (in the case of Global Securities, subject to the applicable procedures of the Depositary): (i) delivery of a written and signed notice of election (an “Early Settlement Notice”) in the form attached to the Purchase Contract to the Purchase Contract Agent electing Early Settlement Stated Amount of such Purchase Contract; and Equity Units or Stripped Equity Units, as the case may be, multiplied by (ii) satisfaction the number of Forward Purchase Contracts with respect to which the conditions set forth in Section 4.04. Holder has elected to effect Early Settlement, plus (cB) If a Holder complies if such delivery is made with respect to any Forward Purchase Contracts during the requirements set forth in Section 4.06(b) prior to period from the close of business on any Record Date next preceding any Payment Date to the opening of business on such Payment Date, an amount equal to the Contract Adjustment Payments, if any, payable on such Payment Date with respect to such Forward Purchase Contracts; provided that no payment shall be required pursuant to clause (B) of this sentence if the Company shall have elected to defer the Contract Adjustment Payments that would otherwise be payable on such Payment Date and further provided that, at that time, if so required by the United States federal securities laws, a registration statement is in effect and a prospectus is available covering the shares of the Common Stock of the Company to be delivered in respect of the Forward Purchase Contracts being settled. Except as provided in the immediately preceding sentence and subject to Section 5.2(d), no payment or adjustment shall be made upon Early Settlement of any Forward Purchase Contract on any Contract Adjustment Payments accrued on such Forward Purchase Contract or on account of any dividends on the Common Stock issued upon such Early Settlement. If the foregoing requirements are first satisfied with respect to Forward Purchase Contracts underlying any Equity Units or Stripped Equity Units, as the case may be, at or prior to 5:00 p.m., New York City time, on a Business Day, then that Business Day such day shall be considered the “"Early Settlement Date.” If " with respect to such Equity Units or Stripped Equity Units, as the case may be, and if such requirements are first satisfied after 5:00 p.m., New York City time, on a Holder complies with the requirements set forth in Section 4.06(b) at or after the close of business on any Business Day or at any time on a day that is not a Business Day, then the "Early Settlement Date" with respect to such Equity Units or Stripped Equity Units, as the case may be, shall be the next succeeding Business Day shall be considered the “Early Settlement DateDay.” (d) On the second Business Day following the Early Settlement Date, subject to satisfaction of the conditions set forth in Section 4.06(b) by a Holder with respect to any of its Purchase Contracts, the Company shall cause a number of shares of Common Stock per Purchase Contract equal to the Early Settlement Rate to be issued and delivered, together with payment of (i) any cash payable in lieu of fractional shares pursuant to Section 4.12 and (ii) any dividends or distributions with respect to such shares constituting part of the Purchase Contract Settlement Fund (but without any interest thereon), to such Holder by book-entry transfer or other appropriate procedures pursuant to Section 4.10. The Person in whose name any shares of the Common Stock shall be issuable upon such Early Settlement of a Purchase Contract shall be treated as the holder of record of such shares as of the close of business on the relevant Early Settlement Date. (e) In the event that Early Settlement is effected with respect to Purchase Contracts that are a component of Units, upon such Early Settlement, the Company shall execute and the Trustee shall authenticate (pursuant to the Indenture) on behalf of the Holder and deliver to the Holder thereof, at the expense of the Company, Separate Notes, in same form as the Notes comprising part of the Units, equal to the number of Purchase Contracts as to which Early Settlement was effected. (f) In the event that Early Settlement is effected with respect to Purchase Contracts represented by less than all the Purchase Contracts evidenced by a Security, upon such Early Settlement, the Company shall execute and the Purchase Contract Agent and Trustee shall authenticate on behalf of the Holder and deliver to the Holder thereof, at the expense of the Company, a Security evidencing the Purchase Contracts as to which Early Settlement was not effected. (g) Upon receipt of any Early Settlement Notice pursuant to Section 4.06(b), the Purchase Contract Agent shall promptly deliver a copy of such Early Settlement Notice to the Company.

Early Settlement. (a) Subject to and upon compliance with the provisions of this Section 4.06, prior to the close of business on the second Scheduled Trading Day immediately preceding the Scheduled Mandatory Settlement Date, a Holder may elect to settle its Purchase Contracts early, in whole or in part5.9, at the option of the Holder thereof, 20 Purchase Contracts or an integral multiple thereof may be settled early ("Early Settlement") as provided herein. In order to exercise the right to effect Early Settlement Rate with respect to any Purchase Contracts, the Holder of the Certificate evidencing such Purchase Contracts shall deliver such Certificate to the Agent at the Corporate Trust Office duly endorsed for transfer to the Company or in blank with the form of Election to Settle Early on the reverse thereof duly completed and accompanied by payment in the form of a certified or cashier's check payable to the order of the Company in immediately available funds in an amount (“the "Early Settlement Right”). (bAmount") A Holder’s right equal to receive Common Stock upon Early Settlement of any of its Purchase Contracts is subject to the following conditions (in the case of Global Securities, subject to the applicable procedures of the Depositary): (i) delivery the product of a written and signed notice (A) the Stated Amount times (B) the number of election (an “Purchase Contracts with respect to which the Holder has elected to effect Early Settlement Notice”) in the form attached to the Purchase Contract to the Purchase Contract Agent electing Early Settlement of such Purchase Contract; and plus (ii) satisfaction of if such delivery is made with respect to any Purchase Contracts during the conditions set forth in Section 4.04. (c) If a Holder complies with the requirements set forth in Section 4.06(b) prior to period from the close of business on any Record Date next preceding any Payment Date to the opening of business on such Payment Date, an amount equal to the sum of (x) the Contract Adjustment Payments payable on such Payment Date with respect to such Purchase Contracts plus (y) in the case of Income PRIDES Certificate, the distributions on the related Preferred Securities payable on such Payment Date. Except as provided in the immediately preceding sentence and subject to the second to last paragraph of Section 5.2, no payment or adjustment shall be made upon Early Settlement of any Purchase Contract on account of any Contract Adjustment Payments accrued on such Purchase Contract or on account of any dividends on the Common Stock issued upon such Early Settlement. If the foregoing requirements are first satisfied with respect to Purchase Contracts underlying any Securities at or prior to 5:00 p.m., New York City time, on a Business Day, then that Business Day such day shall be considered the “"Early Settlement Date.” If " with respect to such Securities and if such requirements are first satisfied after 5:00 p.m., New York City time, on a Holder complies with the requirements set forth in Section 4.06(b) at or after the close of business on any Business Day or at any time on a day that is not a Business Day, then the "Early Settlement Date" with respect to such Securities shall be the next succeeding Business Day shall be considered the “Early Settlement DateDay.” (d) On the second Business Day following the Early Settlement Date, subject to satisfaction of the conditions set forth in Section 4.06(b) by a Holder with respect to any of its Purchase Contracts, the Company shall cause a number of shares of Common Stock per Purchase Contract equal to the Early Settlement Rate to be issued and delivered, together with payment of (i) any cash payable in lieu of fractional shares pursuant to Section 4.12 and (ii) any dividends or distributions with respect to such shares constituting part of the Purchase Contract Settlement Fund (but without any interest thereon), to such Holder by book-entry transfer or other appropriate procedures pursuant to Section 4.10. The Person in whose name any shares of the Common Stock shall be issuable upon such Early Settlement of a Purchase Contract shall be treated as the holder of record of such shares as of the close of business on the relevant Early Settlement Date. (e) In the event that Early Settlement is effected with respect to Purchase Contracts that are a component of Units, upon such Early Settlement, the Company shall execute and the Trustee shall authenticate (pursuant to the Indenture) on behalf of the Holder and deliver to the Holder thereof, at the expense of the Company, Separate Notes, in same form as the Notes comprising part of the Units, equal to the number of Purchase Contracts as to which Early Settlement was effected. (f) In the event that Early Settlement is effected with respect to Purchase Contracts represented by less than all the Purchase Contracts evidenced by a Security, upon such Early Settlement, the Company shall execute and the Purchase Contract Agent and Trustee shall authenticate on behalf of the Holder and deliver to the Holder thereof, at the expense of the Company, a Security evidencing the Purchase Contracts as to which Early Settlement was not effected. (g) Upon receipt of any Early Settlement Notice pursuant to Section 4.06(b), the Purchase Contract Agent shall promptly deliver a copy of such Early Settlement Notice to the Company.

Early Settlement. (a) Subject to and upon compliance with the provisions of this Section 4.065.9, at the option of the Holder thereof, Purchase Contracts underlying Securities may be settled early ("Early Settlement") in the case of Type A Units on or prior to the close of business on the second Scheduled Trading seventh Business Day immediately preceding the Scheduled Mandatory Purchase Contract Settlement Date, a Holder may elect to settle its Purchase Contracts early, in whole or in part, at the Early Settlement Rate (“Early Settlement Right”). (b) A Holder’s right to receive Common Stock upon Early Settlement of any of its Purchase Contracts is subject to the following conditions (Date and in the case of Global Securities, subject Type B Units on or prior to the applicable procedures second Business Day immediately preceding the Purchase Contract Settlement Date, in each case, as provided herein. In order to exercise the right to effect Early Settlement with respect to any Purchase Contracts, the Holder of the Depositary): Certificate evidencing Securities shall deliver such Certificate to the Agent at the Corporate Trust Office duly endorsed for transfer to the Company or in blank with the form of Election to Settle Early on the reverse thereof duly completed and accompanied by payment (payable to the Company in immediately available funds) in an amount (the "Early Settlement Amount") equal to (i) delivery the product of a written and signed notice (A) the Stated Amount times (B) the number of election (an “Purchase Contracts with respect to which the Holder has elected to effect Early Settlement Notice”) in the form attached to the Purchase Contract to the Purchase Contract Agent electing Early Settlement of such Purchase Contract; and plus (ii) satisfaction of if such delivery is made with respect to any Purchase Contracts during the conditions set forth in Section 4.04. (c) If a Holder complies with the requirements set forth in Section 4.06(b) prior to period from the close of business on any Record Date next preceding any Payment Date to the opening of business on such Payment Date, an amount equal to the sum of (x) the Contract Adjustment Payments payable on such Payment Date with respect to such Purchase Contracts plus (y) in the case of a Type A Unit Certificate, the distributions on the related Debentures payable on such Payment Date. Except as provided in the immediately preceding sentence and subject to the last paragraph of Section 5.2, no payment or adjustment shall be made upon Early Settlement of any Purchase Contract on account of any Contract Adjustment Payments accrued on such Purchase Contract or on account of any dividends on the Common Stock issued upon such Early Settlement. If the foregoing requirements are first satisfied with respect to Purchase Contracts underlying any Securities at or prior to 5:00 p.m., New York City time, on a Business Day, then that Business Day such day shall be considered the “"Early Settlement Date.” If " with respect to such Securities and if such requirements are first satisfied after 5:00 p.m., New York City time, on a Holder complies with the requirements set forth in Section 4.06(b) at or after the close of business on any Business Day or at any time on a day that is not a Business Day, then the "Early Settlement Date" with respect to such Securities shall be the next succeeding Business Day shall be considered the “Early Settlement DateDay.” (d) On the second Business Day following the Early Settlement Date, subject to satisfaction of the conditions set forth in Section 4.06(b) by a Holder with respect to any of its Purchase Contracts, the Company shall cause a number of shares of Common Stock per Purchase Contract equal to the Early Settlement Rate to be issued and delivered, together with payment of (i) any cash payable in lieu of fractional shares pursuant to Section 4.12 and (ii) any dividends or distributions with respect to such shares constituting part of the Purchase Contract Settlement Fund (but without any interest thereon), to such Holder by book-entry transfer or other appropriate procedures pursuant to Section 4.10. The Person in whose name any shares of the Common Stock shall be issuable upon such Early Settlement of a Purchase Contract shall be treated as the holder of record of such shares as of the close of business on the relevant Early Settlement Date. (e) In the event that Early Settlement is effected with respect to Purchase Contracts that are a component of Units, upon such Early Settlement, the Company shall execute and the Trustee shall authenticate (pursuant to the Indenture) on behalf of the Holder and deliver to the Holder thereof, at the expense of the Company, Separate Notes, in same form as the Notes comprising part of the Units, equal to the number of Purchase Contracts as to which Early Settlement was effected. (f) In the event that Early Settlement is effected with respect to Purchase Contracts represented by less than all the Purchase Contracts evidenced by a Security, upon such Early Settlement, the Company shall execute and the Purchase Contract Agent and Trustee shall authenticate on behalf of the Holder and deliver to the Holder thereof, at the expense of the Company, a Security evidencing the Purchase Contracts as to which Early Settlement was not effected. (g) Upon receipt of any Early Settlement Notice pursuant to Section 4.06(b), the Purchase Contract Agent shall promptly deliver a copy of such Early Settlement Notice to the Company.

Early Settlement. (a) Subject to and upon compliance with the provisions of this Section 4.065.07, at the option of the Holder thereof, Purchase Contracts underlying Securities may be settled early ("EARLY SETTLEMENT") on or prior to the close of business 5:00 p.m. (New York City time) on the second Scheduled Trading seventh Business Day immediately preceding the Scheduled Mandatory Purchase Contract Settlement Date, a Holder . Holders of Treasury Stock Purchase Units may elect to only settle its the related Purchase Contracts early, in whole or in part, at integral multiples of 40 Purchase Contracts. In order to exercise the right to effect Early Settlement Rate (“Early Settlement Right”). (b) A Holder’s right with respect to receive Common Stock upon Early Settlement of any of its Purchase Contracts is subject to Contracts, the following conditions (in the case of Global Securities, subject to the applicable procedures Holder of the Depositary): (i) delivery of a written and signed notice of election (an “Early Settlement Notice”) in the form attached to the Purchase Contract Certificate evidencing Securities shall deliver to the Purchase Contract Agent electing at the Corporate Trust Office an "Election to Settle Early" form (on the reverse side of the Certificate) and any other documents requested by the Purchase Contract Agent and accompanied by payment (payable to the Company in immediately available funds) in an amount (the "EARLY SETTLEMENT AMOUNT") equal to the product of (i) (A) the Stated Amount times (B) the number of Purchase Contracts with respect to which the Holder has elected to effect Early Settlement of such Purchase Contract; and Settlement, plus (ii) satisfaction of if such delivery is made with respect to any Purchase Contracts during the conditions set forth in Section 4.04. (c) If a Holder complies with the requirements set forth in Section 4.06(b) prior to period from the close of business on any Record Date next preceding any Payment Date to the opening of business on such Payment Date, an amount equal to the Purchase Contract Payments payable on such Payment Date with respect to such Purchase Contracts. Except as provided in the immediately preceding sentence and subject to Section 5.11(c), no payment shall be made upon Early Settlement of any Purchase Contract on account of any Purchase Contract Payments accrued on such Purchase Contract or on account of dividends payable on the Common Stock issued upon such Early Settlement, the record date for which payment occurs prior to the Early Settlement Date. If the foregoing requirements are first satisfied with respect to Purchase Contracts underlying any Securities prior to or at 5:00 p.m. (New York City time) on a Business Day, then that Business Day such day shall be considered the “Early Settlement Date.” If "EARLY SETTLEMENT DATE" with respect to such Securities and if such requirements are first satisfied after 5:00 p.m. (New York City time) on a Holder complies with the requirements set forth in Section 4.06(b) at or after the close of business on any Business Day or at any time on a day that is not a Business Day, then the "EARLY SETTLEMENT DATE" with respect to such Securities shall be the next succeeding Business Day shall be considered (so long as such next succeeding Business Day is not later than the “seventh Business Day immediately preceding the Purchase Contract Settlement Date). (b) No Early Settlement Date.” (d) On will be permitted under this Section 5.07 unless, at the second Business Day following time of delivery of the Election to Settle Early form or time the Early Settlement Dateis effected, subject to satisfaction of the conditions set forth in Section 4.06(b) by a Holder there is an effective Registration Statement with respect to any of its Purchase Contracts, the Company shall cause a number of shares of Common Stock per Purchase Contract equal to the Early Settlement Rate to be issued and delivered, together delivered in connection with payment of (i) any cash payable in lieu of fractional shares pursuant to Section 4.12 and (ii) any dividends or distributions with respect to such shares constituting part of the Purchase Contract Settlement Fund (but without any interest thereon), to such Holder by book-entry transfer or other appropriate procedures pursuant to Section 4.10. The Person in whose name any shares of the Common Stock shall be issuable upon such Early Settlement of a Purchase Contract shall be treated as the holder of record of such shares as of the close of business on the relevant Early Settlement Date. (e) In the event that Early Settlement is effected with respect to Purchase Contracts that are a component of Units, upon such Early Settlement, if such a Registration Statement is required (in the view of counsel, which need not be in the form of a written opinion, for either the 51 Company or the Purchase Contract Agent) under the Securities Act. If such a Registration Statement is so required, the Company shall execute covenants and agrees to use its best efforts to (A) have in effect a Registration Statement covering the Trustee shall authenticate (pursuant shares of Common Stock to the Indenture) on behalf be delivered in respect of the Holder and deliver to the Holder thereof, at the expense of the Company, Separate Notes, in same form as the Notes comprising part of the Units, equal to the number of Purchase Contracts as to which Early Settlement was effected. (f) In the event that Early Settlement is effected with respect to Purchase Contracts represented by less than all the Purchase Contracts evidenced by being settled and (B) provide a SecurityProspectus in connection therewith, upon such Early Settlement, the Company shall execute and in each case in a form that the Purchase Contract Agent and Trustee shall authenticate on behalf of the Holder and deliver to the Holder thereof, at the expense of the Company, a Security evidencing the Purchase Contracts as to which Early Settlement was not effected. (g) Upon receipt of any Early Settlement Notice pursuant to Section 4.06(b), the Purchase Contract Agent shall promptly deliver a copy of may use in connection with such Early Settlement Notice to the CompanySettlement.

Early Settlement. (a) Subject In the event of a merger or consolidation of the Company of the type described in clause (i) of Section 506(b) in which the Common Stock outstanding immediately prior to and upon compliance with such merger or consolidation is exchanged for consideration consisting of at least 30% cash or cash equivalents (any such event a "Cash Merger"), then the provisions Company (or the successor to the Company hereunder) shall be required to offer the Holder of this Section 4.06, each Unit the right to settle the Purchase Contract underlying such Unit prior to the close Stock Purchase Date ("Early Settlement") as provided herein. On or before the fifth Business Day after the consummation of business a Cash Merger the Company or, at the request and expense of the Company, the Unit Agent shall give all Holders notice, in the manner provided in Section 106, of the occurrence of the Cash Merger and of the right of Early Settlement arising as a result thereof. The Company shall also deliver a copy of such notice to the Unit Agent, the Collateral Agent and, if the Call Options have not been exercised, the Call Option Holder. Each such notice shall contain: (i) the date, which shall be not less than 20 nor more than 30 days after the date of such notice, on which the second Scheduled Trading Day immediately preceding Early Settlement will be effected (the Scheduled Mandatory "Early Settlement Date"); (ii) the date, which shall be not more than three Business Days prior to the Early Settlement Date, a Holder may elect to settle its Purchase Contracts early, in whole or in part, at by which the Early Settlement right must be exercised; (iii) the Settlement Rate in effect as a result of such Cash Merger and the kind and amount of securities, cash and other property receivable by the Holder upon settlement of each Purchase Contract pursuant to Section 506(b); (“iv) a statement to the effect that all or a portion of the Stated Amount payable by the Holder to settle the Purchase Contract will be offset against the amount of cash so receivable upon exercise of Early Settlement, as applicable; (v) the instructions a Holder must follow to exercise the Early Settlement Right”); and (vi) a statement to the effect that accrued and unpaid Contract Fees in respect of the Purchase Contracts for which Early Settlement shall have been effected shall be payable on the Early Settlement Date and that upon such payment Contract Fees on such Purchase Contracts shall cease to accrue. (b) A Holder’s right to receive Common Stock upon To exercise an Early Settlement of any of its Purchase Contracts is subject right, a Holder shall deliver to the following conditions (Unit Agent on or before 5:00 p.m. on the date specified in the case notice the Unit Certificate(s) with respect to which the Early Settlement right is being exercised with the form of Global Securities, subject Election to Settle Early on the applicable procedures reverse thereof duly completed accompanied by payment of the Depositary): (i) delivery of a written and signed notice of election (an “Early Settlement Notice”) in purchase price for the form attached property to be purchased pursuant to the Purchase Contract Contracts underlying such Units, which payment shall be made in lawful money of the United States by certified or cashier's check payable to the order of the Company in immediately available funds in an amount equal to the aggregate Stated Amount of the Units in respect of which the Early Settlement is being effected less the amount of cash that otherwise would be deliverable by the Company or its successor upon settlement of the Purchase Contract Agent electing Early Settlement in lieu of such Purchase Contract; and (iiCommon Stock pursuant to Section 506(b) satisfaction of and as described in the conditions set forth in Section 4.04Company Notice. (c) If In the event a Early Settlement right shall be exercised by a Holder complies in accordance with the requirements set forth in Section 4.06(bterms hereof, (i) prior to the close of business on any Business Day, then that Business Day shall be considered the “Early Settlement Date.” If a Holder complies with the requirements set forth in Section 4.06(b) at or after the close of business on any Business Day or at any time on a day that is not a Business Day, then the next succeeding Business Day shall be considered the “Early Settlement Date.” (d) On the second Business Day following the Early Settlement Date, subject to satisfaction of the conditions set forth in Section 4.06(b) by a Holder with respect to any of its Purchase Contracts, Date the Company shall deliver or cause a to be delivered by the Unit Agent to each such exercising Holder the net cash, securities and other property to be received, as provided herein, by such exercising Holder in respect of the number of shares of Common Stock per Purchase Contracts for which such Early Settlement right was exercised, together with all accrued and unpaid Contract equal Fees to the Early Settlement Rate to be issued and deliveredDate payable on such Purchase Contracts, together in accordance with payment of (i) any cash payable in lieu of fractional shares pursuant to Section 4.12 the settlement instructions provided by such Holder and (ii) any dividends or distributions with respect all references herein to such shares constituting part of the Stock Purchase Contract Settlement Fund (but without any interest thereon), to such Holder by book-entry transfer or other appropriate procedures pursuant to Section 4.10. The Person in whose name any shares of the Common Stock Date shall be issuable upon deemed to refer to such Early Settlement Date and all references to form of a Purchase Contract Settlement Instruction shall be treated deemed to refer to the form of Election to Settle Early, as the holder of record of such shares as of the close of business on the relevant Early Settlement Dateapplicable. (ed) In the event that Early Settlement is effected with respect to less than all of the Purchase Contracts that are underlying the Units evidenced by a component of UnitsUnit Certificate, upon such Early Settlement, Settlement the Company shall execute and the Trustee Unit Agent shall authenticate (pursuant to the Indenture) authenticate, execute on behalf of the Holder and deliver to the Holder thereof, at the expense of the Company, Separate Notes, in same form as the Notes comprising part of the Units, equal to the number of Purchase Contracts as to which Early Settlement was effected. (f) In the event that Early Settlement is effected with respect to Purchase Contracts represented by less than all the Purchase Contracts evidenced by a Security, upon such Early Settlement, the Company shall execute and the Purchase Contract Agent and Trustee shall authenticate on behalf of the Holder Holders and deliver to the Holder thereof, at the expense of the Company, a Security Unit Certificate evidencing the Purchase Contracts Units as to which Early Settlement was not effected. (g) Upon receipt of any Early Settlement Notice pursuant to Section 4.06(b), the Purchase Contract Agent shall promptly deliver a copy of such Early Settlement Notice to the Company.. ARTICLE SIX

Early Settlement. (a) Subject Unless a Holder has effected a Merger Early Settlement of the related Purchase Contract pursuant to Section 5.10 or a Termination Event shall have occurred pursuant to Section 5.7, subject to and upon compliance with the provisions of this Section 4.065.9, at the option of the Holder thereof, Purchase Contracts relating to PIES may be settled early ("Early Settlement") on or prior to the close of business on Election Date. In order to exercise the second Scheduled Trading Day immediately preceding the Scheduled Mandatory Settlement Date, a Holder may elect right to settle its Purchase Contracts early, in whole or in part, at the effect Early Settlement Rate (“Early Settlement Right”). (b) A Holder’s right with respect to receive Common Stock upon Early Settlement of any of its Purchase Contracts is subject to Contracts, the following conditions (in the case of Global Securities, subject to the applicable procedures Holder of the Depositary): (i) delivery of a written and signed notice of election (an “Early Settlement Notice”) in the form attached to the Purchase Contract Certificate evidencing PIES shall deliver such Certificate to the Purchase Contract Agent electing at the Corporate Trust Office duly endorsed for transfer to the Company or in blank with the form of Election to Settle Early on the reverse thereof duly completed and accompanied by payment (payable to the Company in immediately available funds) in an amount (the "Early Settlement of such Purchase Contract; andAmount") equal to: (ii1) satisfaction the product of (A) the conditions set forth in Section 4.04.Stated Amount times (B) the number of Purchase Contracts with respect to which the Holder has elected to effect Early Settlement; PLUS (c2) If a Holder complies if such delivery is made with respect to any Purchase Contracts during the requirements set forth in Section 4.06(b) prior to period from the close of business on any Business Day, then that Business Day shall be considered Record Date next preceding any Payment Date to the “Early Settlement Date.” If a Holder complies with the requirements set forth in Section 4.06(b) at or after the close opening of business on any Business Day or at any time on a day that is not a Business Day, then the next succeeding Business Day shall be considered the “Early Settlement Date.” (d) On the second Business Day following the Early Settlement such Payment Date, subject to satisfaction of the conditions set forth in Section 4.06(b) by a Holder with respect to any of its Purchase Contracts, the Company shall cause a number of shares of Common Stock per Purchase Contract an amount equal to the Early Settlement Rate to be issued and delivered, together with payment of (i) any cash Purchase Contract Adjustment Payments payable in lieu of fractional shares pursuant to Section 4.12 and (ii) any dividends or distributions on such Payment Date with respect to such shares constituting part Purchase Contracts. Except as provided in the immediately preceding sentence and subject to the last paragraph of the Section 5.2, no payment shall be made upon Early Settlement of any Purchase Contract Settlement Fund (but without on account of any interest thereon), to Purchase Contract Adjustment Payments accrued on such Holder by book-entry transfer Purchase Contract or other appropriate procedures pursuant to Section 4.10. The Person in whose name on account of any shares of dividends on the Common Stock shall be issuable issued upon such Early Settlement of a Purchase Contract shall be treated as Settlement. If the holder of record of such shares as of the close of business on the relevant Early Settlement Date. (e) In the event that Early Settlement is effected foregoing requirements are first satisfied with respect to Purchase Contracts that are relating to any PIES at or prior to 5:00 p.m. (New York City time), on a component of UnitsBusiness Day, upon such Early Settlement, day shall be the Company shall execute and the Trustee shall authenticate (pursuant to the Indenture) on behalf of the Holder and deliver to the Holder thereof, at the expense of the Company, Separate Notes, in same form as the Notes comprising part of the Units, equal to the number of Purchase Contracts as to which "Early Settlement was effected. (f) In the event that Early Settlement is effected Date" with respect to Purchase Contracts represented by less than all the Purchase Contracts evidenced by a Security, upon such Early Settlement, the Company shall execute PIES and the Purchase Contract Agent and Trustee shall authenticate on behalf of the Holder and deliver to the Holder thereof, at the expense of the Company, a Security evidencing the Purchase Contracts as to which Early Settlement was not effected. (g) Upon receipt of any Early Settlement Notice pursuant to Section 4.06(b), the Purchase Contract Agent shall promptly deliver a copy of if such Early Settlement Notice to the Company.requirements are first satisfied after 5:00

Early Settlement. (a) Subject to and upon compliance with the provisions of this Section 4.065.9, at the option of the Holder thereof, Purchase Contracts underlying Securities having an aggregate Stated Amount equal to $1,000 or an integral multiple thereof may be settled early ("Early Settlement") in the case of Income PRIDES (unless a Tax Event Redemption has occurred) on or prior to the close of business on the second Scheduled Trading fifth Business Day immediately preceding the Scheduled Mandatory Purchase Contract Settlement Date, a Holder may elect to settle its Purchase Contracts early, in whole or in part, at the Early Settlement Rate (“Early Settlement Right”). (b) A Holder’s right to receive Common Stock upon Early Settlement of any of its Purchase Contracts is subject to the following conditions (Date and in the case of Global Securities, subject Growth PRIDES on or prior to the applicable procedures second Business Day immediately preceding the Purchase Contract Settlement Date, in each case, as provided herein; provided however, that if a Tax Event Redemption has occurred and the Treasury Portfolio has become a component of the Depositary): Income PRIDES, Purchase Contracts underlying Income PRIDES may be settled early, on or prior to the second Business Day immediately preceding the Purchase Contract Settlement Date, but only in an aggregate amount of $40,000,000 or in an integral multiple thereof. In order to exercise the right to effect Early Settlement with respect to any Purchase Contracts, the Holder of the Certificate evidencing Securities shall deliver such Certificate to the Agent at the Corporate Trust Office duly endorsed for transfer to the Company or in blank with the form of Election to Settle Early on the reverse thereof duly completed and accompanied by payment (payable to the Company in immediately available funds in an amount (the "Early Settlement Amount") equal to (i) delivery the product of a written and signed notice (A) the Stated Amount times (B) the number of election (an “Purchase Contracts with respect to which the Holder has elected to effect Early Settlement Notice”) in the form attached to the Purchase Contract to the Purchase Contract Agent electing Early Settlement of such Purchase Contract; and plus (ii) satisfaction of if such delivery is made with respect to any Purchase Contracts during the conditions set forth in Section 4.04. (c) If a Holder complies with the requirements set forth in Section 4.06(b) prior to period from the close of business on any Record Date next preceding any Payment Date to the opening of business on such Payment Date, an amount equal to the sum of (x) the Contract Adjustment Payments, if any, payable on such Payment Date with respect to such Purchase Contracts plus (y) in the case of Income PRIDES Certificate, the distributions on the related Preferred Securities payable on such Payment Date. Except as provided in the immediately preceding sentence and subject to the second to last paragraph of Section 5.2, no payment or adjustment shall be made upon Early Settlement of any Purchase Contract on account of any -44- 52 Contract Adjustment Payments, if any, accrued on such Purchase Contract or on account of any dividends on the Common Stock issued upon such Early Settlement or on account of any Deferred Contract Adjustment Payments. If the foregoing requirements are first satisfied with respect to Purchase Contracts underlying any Securities at or prior to 5:00 p.m., New York City time, on a Business Day, then that Business Day such day shall be considered the “"Early Settlement Date.” If " with respect to such Securities and if such requirements are first satisfied after 5:00 p.m., New York City time, on a Holder complies with the requirements set forth in Section 4.06(b) at or after the close of business on any Business Day or at any time on a day that is not a Business Day, then the "Early Settlement Date" with respect to such Securities shall be the next succeeding Business Day shall be considered the “Early Settlement DateDay.” (d) On the second Business Day following the Early Settlement Date, subject to satisfaction of the conditions set forth in Section 4.06(b) by a Holder with respect to any of its Purchase Contracts, the Company shall cause a number of shares of Common Stock per Purchase Contract equal to the Early Settlement Rate to be issued and delivered, together with payment of (i) any cash payable in lieu of fractional shares pursuant to Section 4.12 and (ii) any dividends or distributions with respect to such shares constituting part of the Purchase Contract Settlement Fund (but without any interest thereon), to such Holder by book-entry transfer or other appropriate procedures pursuant to Section 4.10. The Person in whose name any shares of the Common Stock shall be issuable upon such Early Settlement of a Purchase Contract shall be treated as the holder of record of such shares as of the close of business on the relevant Early Settlement Date. (e) In the event that Early Settlement is effected with respect to Purchase Contracts that are a component of Units, upon such Early Settlement, the Company shall execute and the Trustee shall authenticate (pursuant to the Indenture) on behalf of the Holder and deliver to the Holder thereof, at the expense of the Company, Separate Notes, in same form as the Notes comprising part of the Units, equal to the number of Purchase Contracts as to which Early Settlement was effected. (f) In the event that Early Settlement is effected with respect to Purchase Contracts represented by less than all the Purchase Contracts evidenced by a Security, upon such Early Settlement, the Company shall execute and the Purchase Contract Agent and Trustee shall authenticate on behalf of the Holder and deliver to the Holder thereof, at the expense of the Company, a Security evidencing the Purchase Contracts as to which Early Settlement was not effected. (g) Upon receipt of any Early Settlement Notice pursuant to Section 4.06(b), the Purchase Contract Agent shall promptly deliver a copy of such Early Settlement Notice to the Company.

Early Settlement. (a) Subject to and upon compliance with the provisions of this Section 4.065.04, on any Trading Day prior to the close of business on the second Scheduled Trading third Business Day immediately preceding the Scheduled Mandatory Settlement Date, a Holder may elect to settle its Purchase Contracts early, in whole or in part, at the Early Settlement Rate part (“Early Settlement RightSettlement”). (b) A Holder’s right to receive Common Stock upon Early Settlement of any of its Purchase Contracts is subject to the following conditions (in the case of Global Securities, subject to the applicable procedures of the Depositary):conditions: (i) delivery of a written and signed notice of election (an “Early Settlement Notice”) in the form attached to the Purchase Contract to the Purchase Contract Agent electing Early Settlement of such Purchase Contract; (ii) surrendering the Definitive Purchase Contract, if such Purchase Contract or the Unit that includes such Purchase Contract is in the form of a Definitive Security, to the Purchase Contract Agent at the Corporate Trust Office duly endorsed for transfer to the Company or in blank with the form of Election to Settle Early on the reverse thereof duly completed, or if such Security is represented by a Global Security, compliance with the applicable procedures of the Depositary; and (iiiii) satisfaction payment by such Holder of any transfer or similar taxes payable in connection with the conditions set forth in Section 4.04. issuance of Common Stock to any Person other than such Holder pursuant to subsection (c) below. If a Holder complies with the requirements set forth in Section 4.06(bclauses (i) prior to through (iii) above earlier than the close of business on any Business Day, then that Business Day shall be considered the “Early Settlement Date.” If a Holder complies with the requirements set forth in Section 4.06(bclauses (i) at or after the close of business through (iii) above on any Business Day or at any time on a day that is not a Business Day, then the next succeeding Business Day shall be considered the “Early Settlement Date.” (dc) On Upon surrender of such Purchase Contracts or the second Business Day following the Early Settlement Date, subject to satisfaction of the conditions set forth in Section 4.06(b) by a Holder with respect to any of its Purchase Contractsrelated Units, the Company shall cause a number of shares of Common Stock per Stock, calculated in accordance with subsection (a) above, in accordance with the instructions provided by the Holder thereof on the applicable form of Election to Settle Early on the reverse of the Security evidencing the related Purchase Contract equal Contracts deliver to the Early Settlement Rate Holder (or such other person specified on such Security), to be issued and delivered, together with payment of (i) any cash payable in lieu of fractional any fraction of a share as provided in Section 4.04, as promptly as practicable, but no later than the third Business Day following the Early Settlement Date. Such shares pursuant shall be registered in the name of the Holder or the Holder’s designee as specified on the applicable form of Election to Section 4.12 and (ii) any dividends or distributions with respect Settle Early provided by the Holder to such shares constituting part of the Purchase Contract Settlement Fund (but without Agent. If any interest thereon), shares of Common Stock deliverable in respect of a Purchase Contract are to such Holder by book-entry transfer or be registered to a Person other appropriate procedures pursuant to Section 4.10. The than the Person in whose name the Security evidencing such Purchase Contract is registered, no such registration shall be made unless the Person requesting such registration has paid any shares transfer and other taxes required by reason of such registration in a name other than that of the Common Stock shall be issuable upon registered Holder of the Certificate evidencing such Early Settlement of a Purchase Contract shall be treated as or has established to the holder of record of such shares as satisfaction of the close of business on the relevant Early Settlement DateCompany that such tax either has been paid or is not payable. (ed) In the event that Early Settlement is effected with respect to Purchase Contracts that are a component of Units, upon such Early Settlement, Settlement the Company shall execute and the Trustee shall authenticate (pursuant to the Indenture) execute on behalf of the Holder Holder, authenticate and deliver to the Holder thereof, at the expense of the Company, a Security evidencing a number of Separate Notes, in same form as the Amortizing Notes comprising part of the Units, equal to the number of Purchase Contracts as to which Early Settlement was not effected. (fe) In the event that Early Settlement is effected with respect to Purchase Contracts represented by less than all the Purchase Contracts evidenced by a Security, upon such Early Settlement, Settlement the Company shall execute and the Purchase Contract Agent and Trustee shall authenticate execute on behalf of the Holder Holder, authenticate and deliver to the Holder thereof, at the expense of the Company, a Security evidencing the Purchase Contracts as to which Early Settlement was not effected. (g) Upon receipt of any Early Settlement Notice pursuant to Section 4.06(b), the Purchase Contract Agent shall promptly deliver a copy of such Early Settlement Notice to the Company.

Early Settlement. (a) Subject to and upon compliance with the provisions of this Section 4.06, on any Trading Day prior to the close of business on the second 33rd Scheduled Trading Day immediately preceding the Scheduled Mandatory Settlement Date, the Holder of a Holder Unit or Separate Purchase Contract may elect to settle its Purchase Contracts early, in whole or in part, at and receive a number of WGP Common Units per Purchase Contract equal to the Early Settlement Rate as of the Early Settlement Date (“Early Settlement Right”), subject to Section 4.06(i). (bi) A Holder’s right to receive WGP Common Stock Units (or, if applicable, shares of APC Stock) upon Early Settlement of any of its Purchase Contracts is subject to the following conditions conditions: (A) if such Purchase Contract or the Unit that includes such Purchase Contract is in the case form of a Global SecuritiesSecurity, subject to compliance with the applicable procedures Applicable Procedures of the Depositary): (i) Depositary for effecting an Early Settlement; if such Purchase Contract or the Unit that includes such Purchase Contract is in the form of a Definitive Security, delivery of a written and signed notice of election (an “Early Settlement Notice”) in the form attached to the Purchase Contract to the Purchase Contract Agent (with a copy to the Company) electing Early Settlement of such Purchase Contract; and (iiB) satisfaction of the conditions set forth in Section 4.04. (ii) Unless the Company makes an APC Early Settlement Election, the Early Settlement Right is also subject to the condition that, if required under U.S. federal securities laws (in the view of counsel, which need not be in the form of a written opinion, for the Company), WGP has a Registration Statement in effect with respect to the WGP Common Units and other securities, if any, deliverable upon settlement of a Purchase Contract at the time such Early Settlement is effected. If such a Registration Statement is so required, (A) the Company shall, promptly after the date on which the Holder attempts to effect an Early Settlement, so notify such Holder, and (B) the Company shall use its commercially reasonable efforts to cause WGP (and the issuer of such other securities) to (1) have a Registration Statement in effect covering those WGP Common Units and/or other securities, if any, to be delivered in respect of the Purchase Contracts being settled and (2) provide a Prospectus in connection therewith, in each case in a form that may be used in connection with such Early Settlement (it being understood that if there is a material business transaction or development with respect to WGP that has not yet been publicly disclosed, the Company shall not be required to cause WGP to file such Registration Statement or provide such a Prospectus, and the Early Settlement Right will not be available, until WGP has publicly disclosed such transaction or development; provided that the Company shall use commercially reasonable efforts to cause WGP to make such disclosure as soon as it is commercially reasonable to do so). In the event that a Holder seeks to exercise its Early Settlement Right and a Registration Statement is required to be effective in connection with the exercise of such right but no such Registration Statement is then effective, the Holder’s exercise of such right shall be void unless and until such a Registration Statement shall be effective. (c) If a Holder complies with the requirements set forth in Section 4.06(b4.06(b)(i)(A) prior to before the close of business on any Business Day, then that Business Day shall be considered the “Early Settlement Notice Date.” If a Holder complies with the requirements set forth in Section 4.06(b4.06(b)(i)(A) at or after the close of business on any Business Day or at any time on a day that is not a Business Day, then the next succeeding Business Day shall be considered the “Early Settlement Notice Date.” (d) On the second Business Day following the Early Settlement Date, subject Subject to satisfaction of the conditions set forth in Section 4.06(b) by a Holder (including, if applicable, the condition set forth in Section 4.06(b)(ii)) with respect to any of its Purchase Contracts, the Company shall cause a number of shares of WGP Common Stock Units per Purchase Contract equal to the Early Settlement Rate as of the Early Settlement Date to be delivered (or, if the Company makes an APC Early Settlement Election, the number of shares of APC Stock determined as set forth in Section 4.06(i)(i) to be issued and delivered), together with payment of (i) any cash payable in lieu of fractional WGP Common Units or fractional shares of APC Stock, as the case may be, pursuant to Section 4.12 4.13 and (ii) any dividends or distributions with respect to such WGP Common Units or shares of APC Stock, as the case may be, constituting part of the Purchase Contract Settlement Fund (but without any interest thereon), to such Holder by book-entry transfer or other appropriate procedures pursuant to Section 4.104.11 on the third Business Day following the Early Settlement Date. The Person in whose name any WGP Common Units shall be deliverable upon such Early Settlement of a Purchase Contract shall become the holder of record of such WGP Common Units as of the close of business on the relevant Early Settlement Date. The Person in whose name any shares of the Common APC Stock shall be issuable upon such Early Settlement of a Purchase Contract shall be treated as become the holder of record of such shares of APC Stock as of the close of business on the relevant Early Settlement Date. (e) In Upon a Holder’s satisfaction of the event that Early Settlement is effected conditions set forth in Section 4.06(b)(i)(A) with respect to Purchase Contracts that are a component of Units, upon such Early Settlement, the Company shall execute and the Trustee shall authenticate (pursuant to the Indenture) on behalf of the Holder and deliver to the Holder thereof, at the expense of the Company, Separate Notes, in same form as the Notes comprising part of the Units, equal to the number of Purchase Contracts as to which Early Settlement was effectedsuch conditions have been complied with. (f) In the event that Early Settlement is effected with respect to Purchase Contracts represented by less fewer than all the Purchase Contracts evidenced by a Security, upon such Early Settlement, the Company shall execute and the Purchase Contract Agent and Trustee shall authenticate on behalf of the Holder and deliver to the Holder thereof, at the expense of the Company, a Security evidencing the Purchase Contracts as to which Early Settlement was not effected. (g) Upon receipt of any Early Settlement Notice pursuant to Section 4.06(b), the Purchase Contract Agent shall promptly deliver a copy of such Early Settlement Notice to the Company. (h) In the event that a Holder seeks to exercise its Early Settlement Right, the Company does not make any APC Early Settlement Election in respect of such Early Settlement and the Early Settlement Date does not occur on or prior to the 33rd Scheduled Trading Day immediately preceding the Scheduled Mandatory Settlement Date (as a result of a failure to satisfy the conditions set forth in Section 4.06(b)(ii) or otherwise), the Holder’s exercise of such Early Settlement Right shall be void and the provisions of Section 4.05 shall apply. (i) Unless an APC Delisting has occurred and is continuing, in respect of any Early Settlement Notice Date, the Company may elect to settle all (but not less than all) Purchase Contracts for which holders exercise their Early Settlement Right in shares of APC Stock (an “APC Early Settlement Election”) by delivering to each such Holder, and the Purchase Contract Agent, an irrevocable notice of such APC Early Settlement Election no later than the close of business on the Trading Day immediately following such Early Settlement Notice Date. If the Company does not deliver such notice by the close of business on the Trading Day immediately following such Early Settlement Notice Date and the Company is not obligated to make an APC Early Settlement Election pursuant to Section 4.06(i)(iii), the Company shall settle all Purchase Contracts for which Holders exercise their Early Settlement Right in WGP Common Units pursuant to Section 4.06(a). If the Company makes an APC Early Settlement Election, each such Holder will receive a number of shares of APC Stock per Purchase Contract equal to (1) the Early Settlement Rate as of the Early Settlement Date, multiplied by the Early Settlement Market Value of WGP Common Units (such product, the “Early Settlement Value”), divided by (2) 98% of the Early Settlement Market Value of APC Stock. (ii) Notwithstanding Section 4.06(i)(i), in no event shall the number of shares of APC Stock delivered per Purchase Contract upon Early Settlement exceed the Share Cap. To the extent that the Early Settlement Value exceeds the product of the number of shares of APC Stock delivered upon Early Settlement of each Purchase Contract and 98% of the Early Settlement Market Value of APC Stock, the Company shall have no obligation to pay such excess amount in cash, WGP Common Units or otherwise. (iii) If, as of any Early Settlement Notice Date, the Company is legally prohibited by applicable law or any order or judgment of any court or other agency of government having jurisdiction over the Company from delivering WGP Common Units in settlement of the Purchase Contracts, then the Company shall make an APC Early Settlement Election on such day with respect to any Purchase Contracts with such Early Settlement Notice Date, notwithstanding the occurrence and continuance of any APC Delisting, and the Company shall notify the Holders and the Purchase Contract Agent of an election pursuant to this Section 4.06(i)(iii) no later than the immediately following Business Day.

Early Settlement. (a) Subject to and upon compliance with the provisions of this Section 4.065.9, at the option of the Holder thereof, Purchase Contracts underlying Securities having an aggregate Stated Amount equal to $1,000 or an integral multiple thereof may be settled early ("Early Settlement") in the case of Income PRIDES (unless a Tax Event Redemption has occurred) on or prior to the close of business on the second Scheduled Trading fifth Business Day immediately preceding the Scheduled Mandatory Purchase Contract Settlement Date, a Holder may elect to settle its Purchase Contracts early, in whole or in part, at the Early Settlement Rate (“Early Settlement Right”). (b) A Holder’s right to receive Common Stock upon Early Settlement of any of its Purchase Contracts is subject to the following conditions (Date and in the case of Global Securities, subject Growth PRIDES on or prior to the applicable procedures second Business Day immediately preceding the Purchase Contract Settlement Date, in each case, as provided herein; provided however, that if a Tax Event Redemption has occurred and the Treasury Portfolio has become a component of the Depositary): Income PRIDES, Purchase Contracts underlying Income PRIDES may be settled early, on or prior to the second Business Day immediately preceding the Purchase Contract Settlement Date, but only in an aggregate amount of $[4,000,000] or in an integral multiple thereof. In order to exercise the right to effect Early Settlement with respect to any Purchase Contracts, the Holder of the Certificate evidencing Securities shall deliver such Certificate to the Agent at the Corporate Trust Office duly endorsed for transfer to the Company or in blank with the form of Election to Settle Early on the reverse thereof duly completed and accompanied by payment (payable to the Company in immediately available funds in an amount (the "Early Settlement Amount") equal to (i) delivery the product of a written and signed notice (A) the Stated Amount times (B) the number of election (an “Purchase Contracts with respect to which the Holder has elected to effect Early Settlement Notice”) in the form attached to the Purchase Contract to the Purchase Contract Agent electing Early Settlement of such Purchase Contract; and plus (ii) satisfaction of if such delivery is made with respect to any Purchase Contracts during the conditions set forth in Section 4.04. (c) If a Holder complies with the requirements set forth in Section 4.06(b) prior to period from the close of business on any Record Date next preceding any Payment Date to the opening of business on such Payment Date, an amount equal to the sum of (x) the Contract Adjustment Payments, if any, payable on such Payment Date with respect to such Purchase Contracts plus (y) in the case of Income PRIDES Certificate, the distributions on the related Preferred Securities payable on such Payment Date. Except as provided in the immediately preceding sentence and subject to the second to last paragraph of Section 5.2, no payment or adjustment shall be made upon Early Settlement of any Purchase Contract on account of any Contract Adjustment Payments, if any, accrued on such Purchase Contract or on account of any dividends on the Common Stock issued upon such Early Settlement or on account of any Deferred Contract Adjustment Payments. If the foregoing requirements are first satisfied with respect to Purchase Contracts underlying any Securities at or prior to 5:00 p.m., New York City time, on a Business Day, then that Business Day such day shall be considered the “"Early Settlement Date.” If " with respect to such Securities and if such requirements are first satisfied after 5:00 p.m., New York City time, on a Holder complies with the requirements set forth in Section 4.06(b) at or after the close of business on any Business Day or at any time on a day that is not a Business Day, then the "Early Settlement Date" with respect to such Securities shall be the next succeeding Business Day shall be considered the “Early Settlement DateDay.” (d) On the second Business Day following the Early Settlement Date, subject to satisfaction of the conditions set forth in Section 4.06(b) by a Holder with respect to any of its Purchase Contracts, the Company shall cause a number of shares of Common Stock per Purchase Contract equal to the Early Settlement Rate to be issued and delivered, together with payment of (i) any cash payable in lieu of fractional shares pursuant to Section 4.12 and (ii) any dividends or distributions with respect to such shares constituting part of the Purchase Contract Settlement Fund (but without any interest thereon), to such Holder by book-entry transfer or other appropriate procedures pursuant to Section 4.10. The Person in whose name any shares of the Common Stock shall be issuable upon such Early Settlement of a Purchase Contract shall be treated as the holder of record of such shares as of the close of business on the relevant Early Settlement Date. (e) In the event that Early Settlement is effected with respect to Purchase Contracts that are a component of Units, upon such Early Settlement, the Company shall execute and the Trustee shall authenticate (pursuant to the Indenture) on behalf of the Holder and deliver to the Holder thereof, at the expense of the Company, Separate Notes, in same form as the Notes comprising part of the Units, equal to the number of Purchase Contracts as to which Early Settlement was effected. (f) In the event that Early Settlement is effected with respect to Purchase Contracts represented by less than all the Purchase Contracts evidenced by a Security, upon such Early Settlement, the Company shall execute and the Purchase Contract Agent and Trustee shall authenticate on behalf of the Holder and deliver to the Holder thereof, at the expense of the Company, a Security evidencing the Purchase Contracts as to which Early Settlement was not effected. (g) Upon receipt of any Early Settlement Notice pursuant to Section 4.06(b), the Purchase Contract Agent shall promptly deliver a copy of such Early Settlement Notice to the Company.

Early Settlement. (a) Subject to and upon compliance with the provisions of this Section 4.06, prior to the close of business on the second Scheduled Trading Day immediately preceding the Scheduled Mandatory Settlement Date, a Holder may elect to settle its Purchase Contracts early, in whole or in part5.9, at the option of the Holder thereof, Purchase Contracts underlying Securities, having an aggregate Stated Amount equal to $1,000 or an integral multiple thereof, may be settled early ("Early Settlement") as provided herein. In order to exercise the right to effect Early Settlement Rate with respect to any Purchase Contracts, the Holder of the Certificate evidencing such Purchase Contracts shall deliver such Certificate to the Agent at the Corporate Trust Office duly endorsed for transfer to the Company or in blank with the form of Election to Settle Early on the reverse thereof duly completed and accompanied by payment in the form of a certified or cashier's check payable to the order of the Company in an amount (“the "Early Settlement Right”). (bAmount") A Holder’s right equal to receive Common Stock upon Early Settlement of any of its Purchase Contracts is subject to the following conditions (in the case of Global Securities, subject to the applicable procedures of the Depositary): (i) delivery the product of a written and signed notice (A) the Stated Amount times (B) the number of election (an “Purchase Contracts with respect to which the Holder has elected to effect Early Settlement Notice”) in the form attached to the Purchase Contract to the Purchase Contract Agent electing Early Settlement of such Purchase Contract; and plus (ii) satisfaction of if such delivery is made with respect to any Purchase Contracts during the conditions set forth in Section 4.04. (c) If a Holder complies with the requirements set forth in Section 4.06(b) prior to period from the close of business on any Record Date next preceding any Payment Date to the opening of business on such Payment Date, an amount equal to the sum of (x) the Contract Adjustment Payments, if any, payable on such Payment Date with respect to such Purchase Contracts plus (y) in the case of an Income PRIDES Certificate, the distributions on the related Preferred Securities payable on such Payment Date. Except as provided in the immediately preceding sentence and subject to the second to last paragraph of Section 5.2, no payment or adjustment shall be made upon Early Settlement of any Purchase Contract on account of any Contract Adjustment Payments accrued on such Purchase Contract or on account of any dividends on the Common Stock issued upon such Early Settlement. If the foregoing requirements are first satisfied with respect to Purchase Contracts underlying any Securities at or prior to 5:00 p.m., New York City time, on a Business Day, then that Business Day such day shall be considered the “"Early Settlement Date.” If " with respect to such Securities and if such requirements are first satisfied after 5:00 p.m., New York City time, on a Holder complies with the requirements set forth in Section 4.06(b) at or after the close of business on any Business Day or at any time on a day that is not a Business Day, then the "Early Settlement Date" with respect to such Securities shall be the next succeeding Business Day shall be considered the “Early Settlement DateDay.” (d) On the second Business Day following the Early Settlement Date, subject to satisfaction of the conditions set forth in Section 4.06(b) by a Holder with respect to any of its Purchase Contracts, the Company shall cause a number of shares of Common Stock per Purchase Contract equal to the Early Settlement Rate to be issued and delivered, together with payment of (i) any cash payable in lieu of fractional shares pursuant to Section 4.12 and (ii) any dividends or distributions with respect to such shares constituting part of the Purchase Contract Settlement Fund (but without any interest thereon), to such Holder by book-entry transfer or other appropriate procedures pursuant to Section 4.10. The Person in whose name any shares of the Common Stock shall be issuable upon such Early Settlement of a Purchase Contract shall be treated as the holder of record of such shares as of the close of business on the relevant Early Settlement Date. (e) In the event that Early Settlement is effected with respect to Purchase Contracts that are a component of Units, upon such Early Settlement, the Company shall execute and the Trustee shall authenticate (pursuant to the Indenture) on behalf of the Holder and deliver to the Holder thereof, at the expense of the Company, Separate Notes, in same form as the Notes comprising part of the Units, equal to the number of Purchase Contracts as to which Early Settlement was effected. (f) In the event that Early Settlement is effected with respect to Purchase Contracts represented by less than all the Purchase Contracts evidenced by a Security, upon such Early Settlement, the Company shall execute and the Purchase Contract Agent and Trustee shall authenticate on behalf of the Holder and deliver to the Holder thereof, at the expense of the Company, a Security evidencing the Purchase Contracts as to which Early Settlement was not effected. (g) Upon receipt of any Early Settlement Notice pursuant to Section 4.06(b), the Purchase Contract Agent shall promptly deliver a copy of such Early Settlement Notice to the Company.

Early Settlement. (a) Subject to and upon compliance with the provisions of this Section 4.065.9, at the option the Holder thereof, Purchase Contracts underlying Securities, having an aggregate Stated Amount equal to $1,000 or an integral multiple thereof, may be settled early ("Early Settlement") in the case of Income PRIDES (unless a Tax Event Redemption has occurred) on or prior to the close of business on the second Scheduled Trading fifth Business Day immediately preceding the Scheduled Mandatory Purchase Contract Settlement Date, a Holder may elect to settle its Purchase Contracts early, in whole or in part, at the Early Settlement Rate (“Early Settlement Right”). (b) A Holder’s right to receive Common Stock upon Early Settlement of any of its Purchase Contracts is subject to the following conditions (Date and in the case of Global Securities, subject Growth PRIDES on or prior to the applicable procedures second Business Day immediately preceding the Purchase Contract Settlement Date, in each case, as provided herein; provided however, that if a Tax Event Redemption has occurred and the Treasury Portfolio has become a component of the Depositary): Income PRIDES, Purchase Contracts underlying Income PRIDES may be settled early, on or prior to the second Business Day immediately preceding the Purchase Contract Settlement Date, but only in integral multiples of 40,000 In order to exercise the right to effect Early Settlement with respect to any Purchase Contracts, the Holder of the Certificate evidencing Securities shall deliver such Certificate to the Agent at the Corporate Trust Office duly endorsed for transfer to the Company or in blank with the form of Election to Settle Early on the reverse thereof duly completed and accompanied by payment (payable to the Company in immediately available funds in an amount (the "Early Settlement Amount") equal to (i) delivery the product of a written and signed notice (A) the Stated Amount times (B) the number of election (an “Purchase Contracts with respect to which the Holder has elected to effect Early Settlement Notice”plus (ii) in the form attached case of a Growth Pride Certificate, if such delivery is made with respect to any Purchase Contracts during the Purchase Contract to the Purchase Contract Agent electing Early Settlement of such Purchase Contract; and (ii) satisfaction of the conditions set forth in Section 4.04. (c) If a Holder complies with the requirements set forth in Section 4.06(b) prior to period from the close of business on any Business Day, then that Business Day shall be considered Record Date next preceding any Payment Date to the “Early Settlement Date.” If a Holder complies with the requirements set forth in Section 4.06(b) at or after the close opening of business on any Business Day or at any time on a day that is not a Business Day, then the next succeeding Business Day shall be considered the “Early Settlement Date.” (d) On the second Business Day following the Early Settlement such Payment Date, subject to satisfaction of the conditions set forth in Section 4.06(b) by a Holder with respect to any of its Purchase Contracts, the Company shall cause a number of shares of Common Stock per Purchase Contract an amount equal to the Early Settlement Rate to be issued and delivered, together with payment of (i) any cash Contract Adjustment Payments payable in lieu of fractional shares pursuant to Section 4.12 and (ii) any dividends or distributions on such Payment Date with respect to such shares constituting part Purchase Contracts. Except as provided in the immediately preceding sentence and subject to the second to last paragraph of the Section 5.2, no payment or adjustment shall be made upon Early Settlement of any Purchase Contract Settlement Fund (but without on account of any interest thereon), to Contract Adjustment Payments accrued on such Holder by book-entry transfer Purchase Contract or other appropriate procedures pursuant to Section 4.10. The Person in whose name on account of any shares of dividends on the Common Stock shall be issuable issued upon such Early Settlement of a Purchase Contract shall be treated as Settlement. If the holder of record of such shares as of the close of business on the relevant Early Settlement Date. (e) In the event that Early Settlement is effected foregoing requirements are first satisfied with respect to Purchase Contracts that are underlying any Securities at or prior to 5:00 p.m., New York City time, on a component of UnitsBusiness Day, upon such Early Settlement, day shall be the Company shall execute and the Trustee shall authenticate (pursuant to the Indenture) on behalf of the Holder and deliver to the Holder thereof, at the expense of the Company, Separate Notes, in same form as the Notes comprising part of the Units, equal to the number of Purchase Contracts as to which Early Settlement was effected. (f) In the event that Early Settlement is effected with respect to Purchase Contracts represented by less than all the Purchase Contracts evidenced by a Security, upon such Early Settlement, the Company shall execute and the Purchase Contract Agent and Trustee shall authenticate on behalf of the Holder and deliver to the Holder thereof, at the expense of the Company, a Security evidencing the Purchase Contracts as to which Early Settlement was not effected. (g) Upon receipt of any Early Settlement Notice pursuant to Section 4.06(b), the Purchase Contract Agent shall promptly deliver a copy of such Early Settlement Notice to the Company."Early

Early Settlement. (a) Subject to and upon compliance with the provisions of this Section 4.065.7, at the option of the Holder thereof, Purchase Contracts underlying Securities, having an aggregate Stated Amount equal to $1,000 or an integral multiple thereof, may be settled early ("Early Settlement") in the case of Income PRIDES on or prior to the close of business on the second Scheduled Trading fifth Business Day immediately preceding the Scheduled Mandatory Purchase Contract Settlement Date, a Holder may elect to settle its Purchase Contracts early, in whole or in part, at the Early Settlement Rate (“Early Settlement Right”). (b) A Holder’s right to receive Common Stock upon Early Settlement of any of its Purchase Contracts is subject to the following conditions (Date and in the case of Global Securities, subject Growth PRIDES on or prior to the applicable procedures second Business Day immediately preceding the Purchase Contract Settlement Date, in each case, as provided herein. In order to exercise the right to effect Early Settlement with respect to any Purchase Contracts, the Holder of the Depositary): Certificate evidencing Securities shall deliver such Certificate to the Agent at the Corporate Trust Office duly endorsed for transfer to the Company or in blank with the form of Election to Settle Early on the reverse thereof duly completed and accompanied by payment (payable to the Company in immediately available funds in an amount (the "Early Settlement Amount") equal to (i) delivery the product of a written and signed notice (A) the Stated Amount times (B) the number of election (an “Purchase Contracts with respect to which the Holder has elected to effect Early Settlement Notice”plus (ii) in the form attached case of Income PRIDES Certificates, if such delivery is made with respect to any Purchase Contracts during the Purchase Contract to the Purchase Contract Agent electing Early Settlement of such Purchase Contract; and (ii) satisfaction of the conditions set forth in Section 4.04. (c) If a Holder complies with the requirements set forth in Section 4.06(b) prior to period from the close of business on any Record Date next preceding any Payment Date to the opening of business on such Payment Date, an amount equal to the sum of the dividends on the related Preferred Shares payable on such Payment Date. Except as provided in the immediately preceding sentence, no payment or adjustment shall be made upon Early Settlement of any Purchase Contract on account of any dividends on the Ordinary Shares issued upon such Early Settlement. If the foregoing requirements are first satisfied with respect to Purchase Contracts underlying any Securities at or prior to 5:00 p.m., New York City time, on a Business Day, then that Business Day such day shall be considered the “"Early Settlement Date.” If " with respect to such Securities and if such requirements are first satisfied after 5:00 p.m., New York City time, on a Holder complies with the requirements set forth in Section 4.06(b) at or after the close of business on any Business Day or at any time on a day that is not a Business Day, then the "Early Settlement Date" with respect to such Securities shall be the next succeeding Business Day shall be considered the “Early Settlement DateDay.” (d) On the second Business Day following the Early Settlement Date, subject to satisfaction of the conditions set forth in Section 4.06(b) by a Holder with respect to any of its Purchase Contracts, the Company shall cause a number of shares of Common Stock per Purchase Contract equal to the Early Settlement Rate to be issued and delivered, together with payment of (i) any cash payable in lieu of fractional shares pursuant to Section 4.12 and (ii) any dividends or distributions with respect to such shares constituting part of the Purchase Contract Settlement Fund (but without any interest thereon), to such Holder by book-entry transfer or other appropriate procedures pursuant to Section 4.10. The Person in whose name any shares of the Common Stock shall be issuable upon such Early Settlement of a Purchase Contract shall be treated as the holder of record of such shares as of the close of business on the relevant Early Settlement Date. (e) In the event that Early Settlement is effected with respect to Purchase Contracts that are a component of Units, upon such Early Settlement, the Company shall execute and the Trustee shall authenticate (pursuant to the Indenture) on behalf of the Holder and deliver to the Holder thereof, at the expense of the Company, Separate Notes, in same form as the Notes comprising part of the Units, equal to the number of Purchase Contracts as to which Early Settlement was effected. (f) In the event that Early Settlement is effected with respect to Purchase Contracts represented by less than all the Purchase Contracts evidenced by a Security, upon such Early Settlement, the Company shall execute and the Purchase Contract Agent and Trustee shall authenticate on behalf of the Holder and deliver to the Holder thereof, at the expense of the Company, a Security evidencing the Purchase Contracts as to which Early Settlement was not effected. (g) Upon receipt of any Early Settlement Notice pursuant to Section 4.06(b), the Purchase Contract Agent shall promptly deliver a copy of such Early Settlement Notice to the Company.

Early Settlement. (a) Subject to and upon compliance with the provisions of this Section 4.065.9, prior to Forward Purchase Contracts underlying Equity Units or Stripped Units may, at the close option of business the Holder thereof, be settled early ("Early Settlement") at any time not later than 10:00 a.m. on the second Scheduled Trading seventh Business Day immediately preceding the Scheduled Mandatory Stock Purchase Date. In order to exercise the right to effect Early Settlement Datewith respect to any Forward Purchase Contracts, a the Holder of the Certificate evidencing the related Equity Units or Stripped Units, as the case may elect be, shall deliver such Certificate to settle its Purchase Contracts early, in whole the Agent at the Corporate Trust Office duly endorsed for transfer to the Company or in part, at blank with the form of Election to Settle Early on the reverse thereof duly completed and accompanied by payment payable to the Company in immediately available funds in an amount (the "Early Settlement Rate Amount") equal to (“Early Settlement Right”). (bA) A Holder’s right to receive Common Stock upon Early Settlement the product of any of its Purchase Contracts is subject to the following conditions (in the case of Global Securities, subject to the applicable procedures of the Depositary): (i) delivery of a written and signed notice of election (an “Early Settlement Notice”) in the form attached to the Purchase Contract to the Purchase Contract Agent electing Early Settlement Stated Amount of such Purchase Contract; and Equity Units or Stripped Units, as the case may be, multiplied by (ii) satisfaction the number of Forward Purchase Contracts with respect to which the conditions set forth in Section 4.04. Holder has elected to effect Early Settlement, plus (cB) If a Holder complies if such delivery is made with respect to any Forward Purchase Contracts during the requirements set forth in Section 4.06(b) prior to period from the close of business on any Record Date next preceding any Payment Date to the opening of business on such Payment Date, an amount equal to the Contract Adjustment Payments, if any, payable on such Payment Date with respect to such Forward Purchase Contracts; provided that no payment shall be required pursuant to clause (B) of this sentence if the Company shall have elected to defer the Contract Adjustment Payments that would otherwise be payable on such Payment Date and further provided that, at that time, if so required by the United States federal securities laws, a registration statement is in effect and a prospectus is available covering the shares of the Common Stock of the Company to be delivered in respect of the Forward Purchase Contracts being settled. Except as provided in the immediately preceding sentence and subject to Section 5.2(d), no payment or adjustment shall be made upon Early Settlement of any Forward Purchase Contract on any Contract Adjustment Payments accrued on such Forward Purchase Contract or on account of any dividends on the Common Stock issued upon such Early Settlement. If the foregoing requirements are first satisfied with respect to Forward Purchase Contracts underlying any Equity Units or Stripped Units, as the case may be, at or prior to 5:00 p.m., New York City time, on a Business Day, then that Business Day such day shall be considered the “"Early Settlement Date.” If " with respect to such Equity Units or Stripped Units, as the case may be, and if such requirements are first satisfied after 5:00 p.m., New York City time, on a Holder complies with the requirements set forth in Section 4.06(b) at or after the close of business on any Business Day or at any time on a day that is not a Business Day, then the "Early Settlement Date" with respect to such Equity Units or Stripped Units, as the case may be, shall be the next succeeding Business Day shall be considered the “Early Settlement Date.” (d) On the second Business Day following the Early Settlement Date, subject to satisfaction of the conditions set forth in Section 4.06(b) by a Holder with respect to any of its Purchase Contracts, the Company shall cause a number of shares of Common Stock per Purchase Contract equal to the Early Settlement Rate to be issued and delivered, together with payment of (i) any cash payable in lieu of fractional shares pursuant to Section 4.12 and (ii) any dividends or distributions with respect to such shares constituting part of the Purchase Contract Settlement Fund (but without any interest thereon), to such Holder by book-entry transfer or other appropriate procedures pursuant to Section 4.10. The Person in whose name any shares of the Common Stock shall be issuable upon such Early Settlement of a Purchase Contract shall be treated as the holder of record of such shares as of the close of business on the relevant Early Settlement DateDay. (eb) In the event that Holders of Equity Units may settle only in units of ____ and integral multiples of ____. If a successful remarketing or a Tax Event Redemption has occurred, Holders of Stripped Units may effect Early Settlement is effected with respect to Purchase Contracts that are a component of Units, upon such Early Settlement, the Company shall execute and the Trustee shall authenticate (pursuant to the Indenture) on behalf this Section 5.9 only in integral multiples of the Holder and deliver to the Holder thereof, at the expense of the Company, Separate Notes, in same form as the Notes comprising part of the Units, equal to the number of Purchase Contracts as to which Early Settlement was effected______. (f) In the event that Early Settlement is effected with respect to Purchase Contracts represented by less than all the Purchase Contracts evidenced by a Security, upon such Early Settlement, the Company shall execute and the Purchase Contract Agent and Trustee shall authenticate on behalf of the Holder and deliver to the Holder thereof, at the expense of the Company, a Security evidencing the Purchase Contracts as to which Early Settlement was not effected. (g) Upon receipt of any Early Settlement Notice pursuant to Section 4.06(b), the Purchase Contract Agent shall promptly deliver a copy of such Early Settlement Notice to the Company.

Early Settlement. (a) Subject to and upon compliance with the provisions of this Section 4.06509 at the option of the Holder thereof, any Purchase Contracts underlying Securities having an aggregate Stated Amount equal to $__________ or an integral multiple thereof may be settled early ("Early Settlement") as provided herein. In order to exercise the right to effect Early Settlement with respect to any Purchase Contracts, the Holder of the Security Certificate evidencing such Purchase Contracts shall deliver such Security Certificate to the Agent at the Corporate Trust Office duly endorsed for transfer to the Company or in blank with the form of Election to Settle Early on the reverse thereof duly completed and accompanied by payment in the form of a certified or cashier's check payable to the order of the Company in immediately available funds in an amount (the "Early Settlement Amount") equal to (i) the product of (A) the Stated Amount times (B) the number of Purchase Contracts with respect to ----- which the Holder has elected to effect Early Settlement minus (ii) the aggregate ----- amount of Contract Fees, if any, otherwise payable on or prior to the close of business on the second Scheduled Trading Day immediately preceding the Scheduled Mandatory Settlement Date, a Holder may elect to settle its Purchase Contracts early, in whole or in part, Payment Date deferred at the Early Settlement Rate (“Early Settlement Right”). (b) A Holder’s right to receive Common Stock upon Early Settlement of any of its Purchase Contracts is subject to the following conditions (in the case of Global Securities, subject to the applicable procedures option of the Depositary): (i) delivery of a written Company pursuant to Section 503 and signed notice of election (an “Early Settlement Notice”) in the form attached to the Purchase Contract to the Purchase Contract Agent electing Early Settlement remaining unpaid as of such immediately preceding Payment Date plus (iii) if such delivery is made with respect to any Purchase Contract; and (ii) satisfaction of ---- Contracts during the conditions set forth in Section 4.04. (c) If a Holder complies with the requirements set forth in Section 4.06(b) prior to period from the close of business on any Record Date next preceding any Payment Date to the opening of business on such Payment Date, an amount equal to the sum of (x) the Contract Fees payable on such Payment Date with respect to such Purchase Contracts plus (y) the interest on the related ---- Treasury Notes payable on such Payment Date. Except as provided in the immediately preceding sentence and subject to the last paragraph of Section 502, no payment or adjustment shall be made upon Early Settlement of any Purchase Contract on account of any Contract Fees accrued on such Purchase Contract or on account of any dividends on the Common Stock issued upon such Early Settlement. If the foregoing requirements are first satisfied with respect to Purchase Contracts underlying any Securities at or prior to 5:00 p.m., New York City time, on a Business Day, then that Business Day such day shall be considered the “"Early Settlement Date.” If " with respect to such Securities and if such requirements are first satisfied after 5:00 p.m., New York City time, on a Holder complies with the requirements set forth in Section 4.06(b) at or after the close of business on any Business Day or at any time on a day that is not a Business Day, then the "Early Settlement Date" with respect to such Securities shall be the next succeeding Business Day shall be considered the “Early Settlement DateDay.” (d) On the second Business Day following the Early Settlement Date, subject to satisfaction of the conditions set forth in Section 4.06(b) by a Holder with respect to any of its Purchase Contracts, the Company shall cause a number of shares of Common Stock per Purchase Contract equal to the Early Settlement Rate to be issued and delivered, together with payment of (i) any cash payable in lieu of fractional shares pursuant to Section 4.12 and (ii) any dividends or distributions with respect to such shares constituting part of the Purchase Contract Settlement Fund (but without any interest thereon), to such Holder by book-entry transfer or other appropriate procedures pursuant to Section 4.10. The Person in whose name any shares of the Common Stock shall be issuable upon such Early Settlement of a Purchase Contract shall be treated as the holder of record of such shares as of the close of business on the relevant Early Settlement Date. (e) In the event that Early Settlement is effected with respect to Purchase Contracts that are a component of Units, upon such Early Settlement, the Company shall execute and the Trustee shall authenticate (pursuant to the Indenture) on behalf of the Holder and deliver to the Holder thereof, at the expense of the Company, Separate Notes, in same form as the Notes comprising part of the Units, equal to the number of Purchase Contracts as to which Early Settlement was effected. (f) In the event that Early Settlement is effected with respect to Purchase Contracts represented by less than all the Purchase Contracts evidenced by a Security, upon such Early Settlement, the Company shall execute and the Purchase Contract Agent and Trustee shall authenticate on behalf of the Holder and deliver to the Holder thereof, at the expense of the Company, a Security evidencing the Purchase Contracts as to which Early Settlement was not effected. (g) Upon receipt of any Early Settlement Notice pursuant to Section 4.06(b), the Purchase Contract Agent shall promptly deliver a copy of such Early Settlement Notice to the Company.

Early Settlement. (a) Subject to and upon compliance with the provisions of this Section 4.065.9, Purchase Contracts underlying Units having an aggregate Stated Amount equal to $1,000 or an integral multiple thereof, may, at the option of the Holder thereof, be settled early ("Early Settlement") on or prior to the seventh Business Day immediately preceding the Remarketing Date or any Subsequent Remarketing Date. In order to exercise the right to effect Early Settlement with respect to any Purchase Contracts, the Holder of the Certificate evidencing the related Units shall deliver such Certificate to the Agent at the Corporate Trust office duly endorsed for transfer to the Company or in blank with the form of Election to Settle Early on the reverse thereof duly completed and accompanied by payment payable to the Company in immediately available funds in an amount (the "Early Settlement Amount") equal to (A) the product of (i) the Stated Amount of such Units multiplied by (ii) the number of Purchase Contracts with respect to which the Holder has elected to effect Early Settlement, plus (B) if such delivery is made with respect to any Purchase Contracts during the period from close of business on any Record Date next preceding any Payment Date to the second Scheduled Trading Day opening of business on such Payment Date, an amount equal to the Contract Fee Payments, if any, payable on such Payment Date with respect to such Purchase Contracts; provided that no payment shall be required pursuant to clause (B) of this sentence if the Company shall have elected to defer the Contract Fee Payments which would otherwise be payable on such Payment Date. Except as provided in the immediately preceding the Scheduled Mandatory Settlement Datesentence and subject to Section 5.2(d), a Holder may elect to settle its Purchase Contracts early, in whole no payment or in part, at the Early Settlement Rate (“Early Settlement Right”). (b) A Holder’s right to receive Common Stock adjustment shall be made upon Early Settlement of any Purchase Contract on any Contract Fee Payments accrued on such Purchase Contract or on account of its any dividends on the Common Stock issued upon such Early Settlement. If the foregoing requirements are first satisfied with respect to Purchase Contracts is subject to the following conditions (in the case of Global Securities, subject to the applicable procedures of the Depositary): (i) delivery of a written and signed notice of election (an “Early Settlement Notice”) in the form attached to the Purchase Contract to the Purchase Contract Agent electing Early Settlement of such Purchase Contract; and (ii) satisfaction of the conditions set forth in Section 4.04. (c) If a Holder complies with the requirements set forth in Section 4.06(b) underlying any Unit at or prior to the close of business 5:00 p.m., New York City time, on any a Business Day, then that Business Day such day shall be considered the “"Early Settlement Date.” If " with respect to such Unit and if such requirements are first satisfied after 5:00 p.m., New York City time, on a Holder complies with the requirements set forth in Section 4.06(b) at or after the close of business on any Business Day or at any time on a day that is not a Business Day, then the "Early Settlement Date" with respect to such Units shall be the next succeeding Business Day shall be considered the “Early Settlement DateDay.” (d) On the second Business Day following the Early Settlement Date, subject to satisfaction of the conditions set forth in Section 4.06(b) by a Holder with respect to any of its Purchase Contracts, the Company shall cause a number of shares of Common Stock per Purchase Contract equal to the Early Settlement Rate to be issued and delivered, together with payment of (i) any cash payable in lieu of fractional shares pursuant to Section 4.12 and (ii) any dividends or distributions with respect to such shares constituting part of the Purchase Contract Settlement Fund (but without any interest thereon), to such Holder by book-entry transfer or other appropriate procedures pursuant to Section 4.10. The Person in whose name any shares of the Common Stock shall be issuable upon such Early Settlement of a Purchase Contract shall be treated as the holder of record of such shares as of the close of business on the relevant Early Settlement Date. (e) In the event that Early Settlement is effected with respect to Purchase Contracts that are a component of Units, upon such Early Settlement, the Company shall execute and the Trustee shall authenticate (pursuant to the Indenture) on behalf of the Holder and deliver to the Holder thereof, at the expense of the Company, Separate Notes, in same form as the Notes comprising part of the Units, equal to the number of Purchase Contracts as to which Early Settlement was effected. (f) In the event that Early Settlement is effected with respect to Purchase Contracts represented by less than all the Purchase Contracts evidenced by a Security, upon such Early Settlement, the Company shall execute and the Purchase Contract Agent and Trustee shall authenticate on behalf of the Holder and deliver to the Holder thereof, at the expense of the Company, a Security evidencing the Purchase Contracts as to which Early Settlement was not effected. (g) Upon receipt of any Early Settlement Notice pursuant to Section 4.06(b), the Purchase Contract Agent shall promptly deliver a copy of such Early Settlement Notice to the Company.

Early Settlement. (a) Subject to and upon compliance with the provisions of this Section 4.065.9, on or after June 11, 2004, at the option of the Holder thereof, Purchase Contracts underlying Securities, having an aggregate Stated Amount equal to $1,000 or an integral multiple thereof, may be settled early (“Early Settlement”) in the case of Income PRIDES on or prior to the close of business on the second Scheduled Trading fifth Business Day immediately preceding the Scheduled Mandatory Purchase Contract Settlement Date and in the case of Growth PRIDES on or prior to the second Business Day immediately preceding the Purchase Contract Settlement Date, a Holder may elect to settle its Purchase Contracts earlyin each case, in whole or in partas provided herein. Upon Early Settlement, at (i) the Early Settlement Rate (“Early Settlement Right”). (b) A Holder’s right to receive Common Stock upon additional Contract Adjustment Payments in respect of such Purchase Contracts will terminate and (ii) no adjustment will be made to or for the Holder on account of any amount accrued in respect of Contract Adjustment Payments. In order to exercise the right to effect Early Settlement with respect to any Purchase Contracts, the Holder of any the Certificate evidencing Securities shall deliver such Certificate to the Agent at the Corporate Trust Office duly endorsed for transfer to the Company or in blank with the form of its Election to Settle Early on the reverse thereof duly completed and accompanied by payment (payable to the Company in immediately available funds in an amount (the “Early Settlement Amount”) equal to (i) the product of (A) the Stated Amount times (B) the number of Purchase Contracts is subject with respect to which the following conditions Holder has elected to effect Early Settlement plus (ii) in the case of Global SecuritiesIncome PRIDES Certificates, subject if such delivery is made with respect to any Purchase Contracts during the applicable procedures of the Depositary): (i) delivery of a written and signed notice of election (an “Early Settlement Notice”) in the form attached to the Purchase Contract to the Purchase Contract Agent electing Early Settlement of such Purchase Contract; and (ii) satisfaction of the conditions set forth in Section 4.04. (c) If a Holder complies with the requirements set forth in Section 4.06(b) prior to period from the close of business on any Record Date next preceding any Payment Date to the opening of business on such Payment Date, an amount equal to the sum of the dividends on the related Senior Notes payable on such Payment Date and an amount equal to the Contract Adjustment Payments payable on such Payment Date. Except as provided in the immediately preceding sentence, no payment or adjustment shall be made upon Early Settlement of any Purchase Contract on account of any dividends on the Common Stock issued upon such Early Settlement. If the foregoing requirements are first satisfied with respect to Purchase Contracts underlying any Securities at or prior to 5:00 p.m., New York City time, on a Business Day, then that Business Day such day shall be considered the “Early Settlement Date.” If with respect to such Securities and if such requirements are first satisfied after 5:00 p.m., New York City time, on a Holder complies with the requirements set forth in Section 4.06(b) at or after the close of business on any Business Day or at any time on a day that is not a Business Day, then the next succeeding Business Day shall be considered the “Early Settlement Date.” (d) On the second Business Day following the Early Settlement Date, subject to satisfaction of the conditions set forth in Section 4.06(b) by a Holder with respect to any of its Purchase Contracts, the Company shall cause a number of shares of Common Stock per Purchase Contract equal to the Early Settlement Rate to be issued and delivered, together with payment of (i) any cash payable in lieu of fractional shares pursuant to Section 4.12 and (ii) any dividends or distributions ” with respect to such shares constituting part of the Purchase Contract Settlement Fund (but without any interest thereon), to such Holder by book-entry transfer or other appropriate procedures pursuant to Section 4.10. The Person in whose name any shares of the Common Stock Securities shall be issuable upon such Early Settlement of a Purchase Contract shall be treated as the holder of record of such shares as of the close of business on the relevant Early Settlement Datenext succeeding Business Day. (e) In the event that Early Settlement is effected with respect to Purchase Contracts that are a component of Units, upon such Early Settlement, the Company shall execute and the Trustee shall authenticate (pursuant to the Indenture) on behalf of the Holder and deliver to the Holder thereof, at the expense of the Company, Separate Notes, in same form as the Notes comprising part of the Units, equal to the number of Purchase Contracts as to which Early Settlement was effected. (f) In the event that Early Settlement is effected with respect to Purchase Contracts represented by less than all the Purchase Contracts evidenced by a Security, upon such Early Settlement, the Company shall execute and the Purchase Contract Agent and Trustee shall authenticate on behalf of the Holder and deliver to the Holder thereof, at the expense of the Company, a Security evidencing the Purchase Contracts as to which Early Settlement was not effected. (g) Upon receipt of any Early Settlement Notice pursuant to Section 4.06(b), the Purchase Contract Agent shall promptly deliver a copy of such Early Settlement Notice to the Company.

Early Settlement. (a) Subject to and upon compliance with A holder of Corporate Units may settle the provisions of this Section 4.06, related Purchase Contracts in their entirety at any time on or prior to the close of business on the second Scheduled Trading fifth Business Day immediately preceding the Scheduled Mandatory Purchase Contract Settlement DateDate in the manner described herein, but only in integral multiples of [20] Corporate Units; provided, however, if the Treasury Portfolio has become a component of the Corporate Units, Holders of Corporate Units may settle early only in integral multiples of [1,600,000] Corporate Units. A holder of Treasury Units may settle the related Purchase Contracts in their entirety at any time on or prior to the second Business Day immediately preceding the Purchase Contract Settlement Date in the manner described herein (in either case, an "Early Settlement") but only in integral multiples of [20] Treasury Units. The right to Early Settlement is subject to there being in effect, if so required under Federal securities laws, a Holder may elect registration statement covering the shares of Common Stock to settle its be delivered in respect of the Purchase Contracts earlybeing settled. Upon Early Settlement, in whole or in part(i) the holder's rights to receive Deferred Contract Adjustment Payments, at if any, on the Early Settlement Rate Purchase Contracts being settled will be forfeited, (“Early Settlement Right”). (bii) A Holder’s the holder's right to receive Common Stock upon additional Contract Adjustment Payments in respect of such Purchase Contracts will terminate and (iii) no adjustment will be made to or for the holder on account of Deferred Contract Adjustment Payments, or any amount accrued in respect of Contract Adjustment Payments. In order to exercise the right to effect any Early Settlement with respect to any Purchase Contracts, the Holder of any of its Purchase Contracts is subject the Certificate evidencing Securities shall deliver such Certificate to the following conditions (in Agent at the case of Global Securities, subject Corporate Trust Office duly endorsed for transfer to the applicable procedures Company or in blank with the form of Election to Settle Early on the Depositary): reverse thereof duly completed and executed and accompanied by payment (payable to the Company in immediately available funds in an amount (the "Early Settlement Amount")) equal to the sum of (i) delivery [$50] times the number of a written and signed notice of election (an “Early Settlement Notice”) in the form attached to the Purchase Contract to the Purchase Contract Agent electing Early Settlement of such Purchase Contract; and Contracts being settled, plus, (ii) satisfaction of if such delivery is made with respect to any Purchase Contracts during the conditions set forth in Section 4.04. (c) If a Holder complies with the requirements set forth in Section 4.06(b) prior to period from the close of business on any Business Day, then that Business Day shall be considered Record Date next preceding any Payment Date to the “Early Settlement Date.” If a Holder complies with the requirements set forth in Section 4.06(b) at or after the close opening of business on any Business Day or at any time on a day that is not a Business Day, then the next succeeding Business Day shall be considered the “Early Settlement Date.” (d) On the second Business Day following the Early Settlement such Payment Date, subject to satisfaction of the conditions set forth in Section 4.06(b) by a Holder with respect to any of its Purchase Contracts, the Company shall cause a number of shares of Common Stock per Purchase Contract an amount equal to the Early Settlement Rate to be issued and deliveredContract Adjustment Payments payable, together with payment of (i) any cash payable in lieu of fractional shares pursuant to Section 4.12 and (ii) any dividends or distributions if any, on such Payment Date with respect to such shares constituting part Purchase Contracts; provided that no payment is required if the Company has elected to defer the Contract Adjustment Payments which would otherwise be payable on the Payment Date. Except as provided in the immediately preceding sentence and subject to the second to last paragraph of the Section 5.2, no payment or adjustment shall be made upon Early Settlement of any Purchase Contract Settlement Fund (but without on account of any interest thereon), to Contract Adjustment Payments accrued on such Holder by book-entry transfer Purchase Contract or other appropriate procedures pursuant to Section 4.10. The Person in whose name on account of any shares of dividends on the Common Stock shall be issuable upon such Early Settlement of a Purchase Contract shall be treated as the holder of record of such shares as of the close of business on the relevant Early Settlement Date. (e) In the event that Early Settlement is effected with respect to Purchase Contracts that are a component of Units, issued upon such Early Settlement, the Company shall execute and the Trustee shall authenticate (pursuant to the Indenture) on behalf . In order for any of the Holder and deliver foregoing requirements to the Holder thereof, at the expense of the Company, Separate Notes, in same form as the Notes comprising part of the Units, equal to the number of Purchase Contracts as to which Early Settlement was effected. (f) In the event that Early Settlement is effected be considered satisfied or effective with respect to a Purchase Contracts represented by less than all the Purchase Contracts evidenced Contract underlying any Security on or by a Securityparticular Business Day, upon such Early Settlementrequirement must be met at or prior to 5:00 p.m., New York City time, on such Business Day; the Company shall execute and the Purchase Contract Agent and Trustee shall authenticate first Business Day on behalf which all of the Holder and deliver to the Holder thereof, at the expense of the Company, a Security evidencing the Purchase Contracts as to which Early Settlement was not effected. (g) Upon receipt of any Early Settlement Notice pursuant to Section 4.06(b), the Purchase Contract Agent shall promptly deliver a copy of such Early Settlement Notice to the Company.foregoing requirements have been satisfied by

Early Settlement. (a) Subject to and upon compliance with the provisions of this Section 4.064.04, prior to any Business Day during the close of business on period beginning on, and including, the second Scheduled Trading Business Day immediately following the Issue Date to, but excluding, the third Business Day immediately preceding the Scheduled Mandatory Settlement Date, a Holder of a Unit or Separate Purchase Contract may elect to settle its Purchase Contracts early, in whole or in part, part (an “Early Settlement”) at the Early Settlement Rate (“Early Settlement Right”)per Purchase Contract. (b) A Holder’s right to receive shares of Common Stock Stock, together with cash in lieu of fractional shares as provided in Section 4.05, upon Early Settlement of any of its Purchase Contracts is subject to the following conditions (in the case of Global Securities, subject to the applicable procedures of the Depositary):conditions: (i) delivery of a written and signed notice of election (an “Early Settlement Notice”) in the form attached to the Purchase Contract to the Purchase Contract Agent electing Early Settlement of such Purchase Contract (or, in the case of a Global Purchase Contract or a Component Purchase Contract, delivery of notice of such election in accordance with applicable procedures of the Depositary); (ii) if such Purchase Contract or the Unit that includes such Purchase Contract is in the form of a Definitive Security, surrendering the relevant Definitive Security to the Purchase Contract Agent at the Corporate Trust Office duly endorsed for transfer to the Company or in blank and with duly completed settlement instructions in the form attached thereto, or if such Purchase Contract is represented by a Global Security, surrendering the relevant Security (or causing a reduction in the number of Purchase Contracts represented thereby, if applicable) in compliance with the standing arrangements between the Depositary and the Purchase Contract Agent; and (iiiii) satisfaction payment by such Holder of any transfer or similar taxes payable in connection with the conditions set forth in issuance of Common Stock to any Person other than such Holder pursuant to Section 4.04. (c4.04(c) If below. The first Business Day on which a Holder complies with the requirements set forth in Section 4.06(bclauses (i) prior to through (iii) above before the close Close of business Business on any Business Day, then that such Business Day shall be considered the “Early Settlement Date.” If a Holder complies with the requirements set forth in Section 4.06(b) at or after the close of business on any Business Day or at any time on a day that is not a Business Day, then the next succeeding Business Day shall be considered the “Early Settlement Exercise Date.” (dc) On Upon surrender or book-entry transfer of such Purchase Contracts or the second Business Day following the Early Settlement Date, subject to satisfaction of the conditions set forth related Units in accordance with Section 4.06(b) by a Holder with respect to any of its Purchase Contracts4.03, the Company shall cause a number of shares of Common Stock Stock, per Purchase Contract or Unit, as applicable, equal to the Early Settlement Rate to be issued and delivered, together with payment of (i) any cash payable in lieu of fractional any fraction of a share as provided in Section 4.05, on or prior to the third Business Day following the Early Settlement Exercise Date. Such shares pursuant shall be registered in the name of the Holder or the Holder’s designee, and shall be delivered as specified on the applicable Election to Section 4.12 and (ii) any dividends Settle Early form substantially in form attached to Exhibit A or distributions with respect Exhibit B, as applicable, provided by the Holder to such shares constituting part of the Purchase Contract Settlement Fund (but without Agent. If any interest thereon), shares of Common Stock deliverable in respect of a Purchase Contract are to such Holder by book-entry transfer or be registered to a Person other appropriate procedures pursuant to Section 4.10. The than the Person in whose name the Security evidencing such Purchase Contract is registered, no such registration shall be made unless the Person requesting such registration has paid any shares transfer and other taxes required by reason of such registration in a name other than that of the Common Stock shall be issuable upon registered Holder of the certificate evidencing such Early Settlement of a Purchase Contract shall be treated as or has established to the holder of record of such shares as satisfaction of the close of business on the relevant Early Settlement DateCompany that such tax either has been paid or is not payable. (ed) In the event that Early Settlement is effected with respect to Purchase Contracts that are a component of Units, upon such Early Settlement, Settlement the Company shall execute and the Trustee shall authenticate (pursuant to the Indenture) on behalf of the Holder thereof and deliver to the Holder thereof, at the expense of the Company, a number of Separate Notes, in same form as the Notes comprising part of the Units, equal to the number of Purchase Contracts as to which Early Settlement was effected. (fe) In the event that Early Settlement is effected with respect to Purchase Contracts represented by less than all the Purchase Contracts evidenced by a Security, upon such Early Settlement, Settlement the Company shall execute and the Purchase Contract Agent and Trustee shall authenticate on behalf of the Holder and deliver to the Holder thereof, at the expense of the Company, a Security one or more Securities evidencing the Purchase Contracts (and, if applicable, Notes) as to which Early Settlement was not effected. (g) Upon receipt of any Early Settlement Notice pursuant to Section 4.06(b), the Purchase Contract Agent shall promptly deliver a copy of such Early Settlement Notice to the Company.