Common use of Early Settlement Clause in Contracts

Early Settlement. (a) Subject to and upon compliance with the provisions of this Section 5.9, Purchase Contracts underlying Equity Security Units or Stripped Equity Security 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") not later than 11:00 a.m. on the eleventh Business Day immediately preceding the Stock Purchase Date; provided, however, that no Holder may effect an Early Settlement during the period starting at 5:00 p.m., New York City time, on the fourth Business Day immediately preceding the first Business Day of any Remarketing Period and ending 9:00 a.m., New York City time, on the fourth Business Day immediately succeeding the third Business Day in such Remarketing Period. In order to exercise the right to effect Early Settlement with respect to any Purchase Contracts, the Holder of the Certificate evidencing the related Equity Security Units or Stripped Equity Security Units, as the case may be, 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 Equity Security Units or Stripped Equity Security Units, as the case may be, 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 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 accumulated 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 Equity Security Units or Stripped Equity Security Units, as the case may be, at or prior to 5:00 p.m., New York City time, on a Business Day, such day shall be the "Early Settlement Date" with respect to such Equity Security Units or Stripped Equity Security Units, as the case may be, and if such requirements are first satisfied after 5:00 p.m., New York City time, on a Business Day or on a day that is not a Business Day, the "Early Settlement Date" with respect to such Equity Security Units or Stripped Equity Security Units, as the case may be, shall be the next succeeding Business Day. If the Treasury Portfolio or the Tax Event Treasury Portfolio has replaced the Notes as a component of the Equity Security Units following the occurrence of a successful remarketing of the Notes or a Tax Event Redemption Date, respectively, holders of Equity Security Units may effect Early Settlement only in multiples of Equity Security Units.

Early Settlement. (a) Subject to and upon compliance with the provisions of this Section 5.95.11, at the option of the Holder thereof, Purchase Contracts underlying Equity Security Units or Stripped Equity Security Units Securities having an aggregate Stated Amount equal to $1,000 or an integral multiple thereof, may, at the option of the Holder thereof, thereof may be settled early ("Early Settlement") not later than 11:00 a.m. in the case of Corporate Units (unless a Tax Event Redemption or any earlier Successful Remarketing has occurred) on or prior to the eleventh fifth Business Day immediately preceding the Stock Purchase Date; provided, however, that no Holder may effect an Early Contract Settlement during Date and in the period starting at 5:00 p.m., New York City time, case of Treasury Units on or prior to the fourth second Business Day immediately preceding the first Business Day Purchase Contract Settlement Date, in each case, as provided herein; provided however, that if a Tax Event Redemption or any earlier Successful Remarketing has occurred and the Treasury Portfolio has become a component of any Remarketing Period and ending 9:00 a.m.the Corporate Units, New York City time, Purchase Contracts underlying Corporate Units may be settled early on or prior to the fourth second Business Day immediately succeeding preceding the third Business Day Purchase Contract Settlement Date, but only in such Remarketing Periodan aggregate amount of 40 Corporate Units 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 the related Equity Security Units or Stripped Equity Security Units, as the case may be, 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 Company) in immediately available funds in an amount (the "Early Settlement Amount") equal to (A) the product of (i) the Stated Amount of such Equity Security Units or Stripped Equity Security Units, as the case may be, multiplied by times (ii) the number (A) 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 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 which would otherwise be 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(d)5.2, no payment or adjustment shall be made upon Early Settlement of any Purchase Contract on any Contract Adjustment Payments accumulated accrued on such Purchase Contract or on account of any dividends on the PCS Common Stock issued upon such Early SettlementSettlement or on account of any Deferred Contract Adjustment Payments. If the foregoing requirements are first satisfied with respect to Purchase Contracts underlying any Equity Security Units or Stripped Equity Security Units, as the case may be, Securities at or prior to 5:00 p.m., New York City time, on a Business Day, such day shall be the "Early Settlement Date" with respect to such Equity Security Units or Stripped Equity Security Units, as the case may be, Securities and if such requirements are first satisfied after 5:00 p.m., New York City time, on a Business Day or on a day that is not a Business Day, the "Early Settlement Date" with respect to such Equity Security Units or Stripped Equity Security Units, as the case may be, Securities shall be the next succeeding Business Day. If the Treasury Portfolio or the Tax Event Treasury Portfolio has replaced the Notes as a component of the Equity Security Units following the occurrence of a successful remarketing of the Notes or a Tax Event Redemption Date, respectively, holders of Equity Security Units may effect Early Settlement only in multiples of Equity Security Units.

Early Settlement. (a) Subject to and upon compliance with the provisions of this Section 5.95.10, at the option of the Holder thereof, Purchase Contracts underlying Equity Security Units or Stripped Equity Security Units Securities having an aggregate Stated Amount equal to $1,000 or an integral multiple thereof, may, at the option of the Holder thereof, thereof may be settled early ("Early Settlement") not later than 11:00 a.m. in the case of Income PRIDES (unless a Tax Event Redemption or a Successful Initial Remarketing has occurred) on or prior to the eleventh fifth Business Day immediately preceding the Stock Purchase Date; provided, however, that no Holder may effect an Early Contract Settlement during Date and in the period starting at 5:00 p.m., New York City time, case of Growth PRIDES on or prior to the fourth second Business Day immediately preceding the first Business Day Purchase Contract Settlement Date, in each case, as provided herein; provided however, that if a Tax Event Redemption or a Successful Initial Remarketing has occurred and the Treasury Portfolio has become a component of any Remarketing Period and ending 9:00 a.m.the Income PRIDES, New York City time, Purchase Contracts underlying Income PRIDES may be settled early on or prior to the fourth second Business Day immediately succeeding preceding the third Business Day Purchase Contract Settlement Date, but only in such Remarketing Periodan 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 Certificate evidencing the related Equity Security Units or Stripped Equity Security Units, as the case may be, 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 Company) in lawful money of the United States by [certified or cashiers check or] 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 of such Equity Security Units or Stripped Equity Security Units, as the case may be, multiplied by 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 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 No payment or adjustment shall be made upon Early Settlement of any Purchase Contract on any Contract Adjustment Payments accumulated 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 Equity Security Units or Stripped Equity Security Units, as the case may be, Securities at or prior to 5:00 p.m., New York City time, on a Business Day, such day shall be the "Early Settlement Date" with respect to such Equity Security Units or Stripped Equity Security Units, as the case may be, Securities and if such requirements are first satisfied after 5:00 p.m., New York City time, on a Business Day or on a day that is not a Business Day, the "Early Settlement Date" with respect to such Equity Security Units or Stripped Equity Security Units, as the case may be, Securities shall be the next succeeding Business Day. If the Treasury Portfolio or the Tax Event Treasury Portfolio has replaced the Notes as a component of the Equity Security Units following the occurrence of a successful remarketing of the Notes or a Tax Event Redemption Date, respectively, holders of Equity Security Units may effect Early Settlement only in multiples of Equity Security Units.

Early Settlement. (a) Subject to and upon compliance with the provisions of this Section 5.9, Purchase Contracts underlying Equity Security Units or Stripped Equity Security 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") not later than 11:00 a.m. a.m., New York City time, on the eleventh Business Day immediately preceding the Stock Purchase Date; provided, however, that no Holder may effect an Early Settlement during the period starting at 5:00 p.m., New York City time, on the fourth Business Day immediately preceding the first Business Day of any Remarketing Period and ending 9:00 a.m., New York City time, on the fourth Business Day immediately succeeding the third Business Day in such Remarketing Period. In order to exercise the right to effect Early Settlement with respect to any Purchase Contracts, the Holder of the Certificate evidencing the related Equity Security Units or Stripped Equity Security Units, as the case may be, 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 Equity Security Units or Stripped Equity Security Units, as the case may be, 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 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 accumulated 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 Equity Security Units or Stripped Equity Security Units, as the case may be, at or prior to 5:00 p.m., New York City time, on a Business Day, such day shall be the "Early Settlement Date" with respect to such Equity Security Units or Stripped Equity Security Units, as the case may be, and if such requirements are first satisfied after 5:00 p.m., New York City time, on a Business Day or on a day that is not a Business Day, the "Early Settlement Date" with respect to such Equity Security Units or Stripped Equity Security Units, as the case may be, shall be the next succeeding Business Day. If the Treasury Portfolio or the Tax Event Treasury Portfolio has replaced the Notes as a component of the Equity Security Units following the occurrence of a successful remarketing of the Notes or a Tax Event Redemption Date, respectively, holders of Equity Security Units may effect Early Settlement only in multiples of 80,000 Equity Security Units.

Early Settlement. (a) Subject to and upon compliance with the provisions of this Section 5.9, Purchase Contracts underlying Equity Security Units or Stripped Equity Security Units having an aggregate Stated Amount equal to $1,000 or an integral multiple thereof, thereof may, at the option of the Holder thereof, be settled early ("Early Settlement") not later than 11:00 a.m. on the eleventh Business Day immediately preceding the Stock Purchase Date; provided, however, that no Holder may effect an Early Settlement during the period starting at 5:00 p.m., New York City time, on the fourth Business Day immediately preceding the first Business Day of any Remarketing Period and ending 9:00 or prior to 10:00 a.m., New York City time, on the fourth seventh Business Day immediately succeeding preceding the third Business Day Stock Purchase Date. Holders of Stripped Units may only effect Early Settlement of the related Purchase Contracts in integral multiples of 40 Stripped Units, and if Treasury Consideration has been substituted for the Notes as a component in the Normal Units due to a successful remarketing or the occurrence of a Tax Event Redemption, Purchase Contracts underlying such Remarketing PeriodNormal Units may only be settled early in integral multiples of Normal Units such that the Treasury Consideration to be deposited and the Treasury Consideration to be released are in integral multiples of $1,000. In order to exercise the right to effect Early Settlement with respect to any Purchase Contracts, the Holder of the Certificate evidencing the related Equity Security Units or Stripped Equity Security Units, as the case may be, 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 Equity Security Units or Stripped Equity Security Units, as the case may be, Purchase Price 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 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)sentence, no payment or adjustment shall be made upon Early Settlement of any Purchase Contract on any Contract Adjustment Payments accumulated on such Purchase Contract or on account of any dividends on the shares of Common Stock issued upon such Early Settlement. If the foregoing requirements are first satisfied with respect to Purchase Contracts underlying any Equity Security Units or Stripped Equity Security Units, as the case may be, Unit at or prior to 5:00 p.m., New York City time, on a Business Day, such day shall be the "Early Settlement Date" with respect to such Equity Security Units or Stripped Equity Security Units, as the case may be, Unit and if such requirements are first satisfied after 5:00 p.m., New York City time, on a Business Day or on a day that is not a Business Day, the "Early Settlement Date" with respect to such Equity Security Units or Stripped Equity Security Units, as the case may be, shall be the next succeeding Business Day. If the Treasury Portfolio or the Tax Event Treasury Portfolio has replaced the Notes as a component of the Equity Security Units following the occurrence of a successful remarketing of the Notes or a Tax Event Redemption Date, respectively, holders of Equity Security Units may effect Early Settlement only in multiples of Equity Security Units.

Early Settlement. (a) Subject to and upon compliance with the provisions of this Section 5.9, Purchase Contracts underlying Equity Security Units or Stripped Equity Security Units having an aggregate Stated Amount equal to $1,000 or an integral multiple thereof, may5.08, at the option of the Holder thereof, Warrants underlying Securities may be settled early ("Early SettlementEARLY SETTLEMENT") not later than 11:00 a.m. in the case of Equity Units (unless a Tax Event Redemption or a Successful Initial Remarketing has occurred) on or prior to 5:00 p.m. (New York City time) on the eleventh fifth Business Day immediately preceding the Stock Purchase Warrant Settlement Date; provided, however, that no Holder may effect an Early Settlement during and in the period starting at 5:00 p.m., New York City time, case of Treasury Equity Units on or prior to the fourth second Business Day immediately preceding the first Business Day Warrant Settlement Date, in each case, as provided herein; provided however, that if a Tax Event Redemption or a Successful Initial Remarketing has occurred and the Treasury Portfolio has become a component of any Remarketing Period and ending 9:00 a.m.the Equity Units, New York City time, on Warrants underlying such Equity Units may not be settled early. Holders of Treasury Equity Units may only settle the fourth Business Day immediately succeeding the third Business Day related Warrants in such Remarketing Periodintegral multiples of 40 Warrants. In order to exercise the right to effect Early Settlement with respect to any Purchase ContractsWarrants, the Holder of the Certificate evidencing the related Equity Security Units or Stripped Equity Security Units, as the case may be, Securities shall deliver such Certificate to the Warrant Agent at the Corporate Trust Office duly endorsed for transfer to the Company or in blank with the form of an Election to Settle Early form (on the reverse thereof duly completed side of the Certificate) and any other documents requested by the Warrant Agent and accompanied by payment (payable to the Company in immediately available funds funds) in an amount (the "Early Settlement AmountEARLY SETTLEMENT AMOUNT") equal to (Ai) the product of (ia) the Stated Amount of such Equity Security Units or Stripped Equity Security Units, as the case may be, multiplied by times (iib) the number of Purchase Contracts Warrants 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 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 accumulated 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 Warrants underlying any Equity Security Units or Stripped Equity Security Units, as the case may be, at or Securities prior to or at 5:00 p.m., p.m. (New York City time, ) on a Business Day, such day shall be the "Early Settlement DateEARLY SETTLEMENT DATE" with respect to such Equity Security Units or Stripped Equity Security Units, as the case may be, Securities and if such requirements are first satisfied after 5:00 p.m., p.m. (New York City time, ) on a Business Day or on a day that is not a Business Day, the "Early Settlement DateEARLY SETTLEMENT DATE" with respect to such Equity Security Units or Stripped Equity Security Units, as the case may be, Securities shall be the next succeeding Business Day. If the Treasury Portfolio or the Tax Event Treasury Portfolio has replaced the Notes as a component of the Equity Security Units following the occurrence of a successful remarketing of the Notes or a Tax Event Redemption Date, respectively, holders of Equity Security Units may effect Early Settlement only in multiples of Equity Security Units.

Early Settlement. (a) Subject to and upon compliance with the provisions of this Section 5.9, Purchase Contracts underlying Equity Security Units or Stripped Equity Security Units having an aggregate Stated Amount equal to $1,000 or an integral multiple thereof, may, at the option of the Holder thereof, Purchase Contracts underlying Securities may be settled early ("Early Settlement") not later than 11:00 a.m. prior to or on the eleventh seventh Business Day immediately preceding the Stock Purchase Contract Settlement Date; provided, however, that no Holder may effect an Early Settlement during the period starting at 5:00 p.m., New York City time, on the fourth Business Day immediately preceding the first Business Day of any Remarketing Period and ending 9:00 a.m., New York City time, on the fourth Business Day immediately succeeding the third Business Day in such Remarketing Period. In order to exercise the right to effect Early Settlement with respect to any Purchase Contracts, the Holder of the Certificate evidencing the related Equity Security Units or Stripped Equity Security Units, as the case may be, Securities shall deliver such Certificate Certificates 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 and accompanied by payment (payable to the Company in immediately available funds funds) in an amount (the "Early Settlement Amount") equal to to: (Ai) the product of (iA) the Stated Amount of such Equity Security Units or Stripped Equity Security Units, as the case may be, multiplied by times (iiB) the number of Purchase Contracts with respect to which the Holder has elected to effect Early Settlement, plus plus (Bii) if such delivery is made with respect to any Purchase Contracts during the 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 Adjustment Payments, if any, Payments payable on such Payment Date with respect to such Purchase Contracts; provided that no payment shall be required pursuant to clause Contracts plus (By) in the case of this sentence if a PEPS Units Certificate, the Company shall have elected to defer distributions on the Contract Adjustment Payments that would otherwise be related Preferred Securities or Debentures 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(d)5.2, no payment or adjustment shall be made upon Early Settlement of any Purchase Contract on account of any Purchase Contract Adjustment Payments accumulated 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 Equity Security Units or Stripped Equity Security Units, as the case may be, at or Securities prior to or at 5:00 p.m., p.m. (New York City time, ) on a Business Day, such day shall be the "Early Settlement Date" with respect to such Equity Security Units or Stripped Equity Security Units, as the case may be, Securities and if such requirements are first satisfied after 5:00 p.m., p.m. (New York City time, ) on a Business Day or on a day that is not a Business Day, the "Early Settlement Date" with respect to such Equity Security Units or Stripped Equity Security Units, as the case may be, Securities shall be the next succeeding Business Day. If the Treasury Portfolio or the Tax Event Treasury Portfolio has replaced the Notes as a component of the Equity Security Units following the occurrence of a successful remarketing of the Notes or a Tax Event Redemption Date, respectively, holders of Equity Security Units may effect Early Settlement only in multiples of Equity Security Units.

Early Settlement. (a) Subject to and upon compliance with the provisions of this Section 5.9, Purchase Contracts underlying Equity Security Units or Stripped Equity Security Units having an aggregate Stated Amount equal to $1,000 or an integral multiple thereof, may, at the option of the Holder thereof, Purchase Contracts underlying Securities may be settled early ("Early Settlement") not later than 11:00 a.m. in the case of Corporate PIES on or prior to the eleventh seventh Business Day immediately preceding the Stock Purchase Date; provided, however, that no Holder may effect an Early Contract Settlement during Date and in the period starting at 5:00 p.m., New York City time, case of Treasury PIES on or prior to the fourth second Business Day immediately preceding the first Business Day of any Remarketing Period and ending 9:00 a.m.Purchase Contract Settlement Date, New York City timein each case, on the fourth Business Day immediately succeeding the third Business Day in such Remarketing Periodas provided herein. In order to exercise the right to effect Early Settlement with respect to any Purchase Contracts, the Holder of the Certificate evidencing the related Equity Security Units or Stripped Equity Security Units, as the case may be, Securities shall deliver such Certificate 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 and accompanied by payment (payable to the Company in immediately available funds funds) in an amount (the "Early Settlement Amount") equal to to: (A1) the product of (iA) the Stated Amount of such Equity Security Units or Stripped Equity Security Units, as the case may be, multiplied by times (iiB) the number of Purchase Contracts with respect to which the Holder has elected to effect Early Settlement, plus plus (B2) if such delivery is made with respect to any Purchase Contracts during the 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, Payments 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 the last paragraph of Section 5.2(d)5.2, no payment or adjustment shall be made upon Early Settlement of any Purchase Contract on account of any Contract Adjustment Payments accumulated 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 Equity Security Units or Stripped Equity Security Units, as the case may be, Securities at or prior to 5:00 p.m., p.m. (New York City time, ) on a Business Day, such day shall be the "Early Settlement Date" with respect to such Equity Security Units or Stripped Equity Security Units, as the case may be, Securities and if such requirements are first satisfied after 5:00 p.m., p.m. (New York City time, ) on a Business Day or on a day that is not a Business Day, the "Early Settlement Date" with respect to such Equity Security Units or Stripped Equity Security Units, as the case may be, Securities shall be the next succeeding Business Day. If Upon the Treasury Portfolio or receipt of such Certificate and Early Settlement Amount from the Tax Event Treasury Portfolio has replaced Holder, the Notes as a component Purchase Contract Agent shall pay to the Company such Early Settlement 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 Equity Security Units following Pledge Agreement, notify the occurrence Collateral Agent that (A) such Holder has elected to effect an Early Settlement, which notice shall set forth the number of a successful remarketing of the Notes or a Tax Event Redemption Date, respectively, holders of Equity Security Units may 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 only in multiples of Equity Security UnitsAmount 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 5.9, Purchase Contracts underlying Equity Security Units or Stripped Equity Security Units having an aggregate Stated Amount equal to $1,000 or an integral multiple thereof, may5.07, at the option of the Holder thereof, Purchase Contracts underlying Securities may be settled early ("Early Settlement") not later than 11:00 a.m. on or prior to 5:00 p.m. (New York City time) on the eleventh seventh Business Day immediately preceding the Stock Purchase Contract Settlement Date; provided, however, that no Holder may effect an Early Settlement during the period starting at 5:00 p.m., New York City time, on the fourth Business Day immediately preceding the first Business Day of any Remarketing Period and ending 9:00 a.m., New York City time, on the fourth Business Day immediately succeeding the third Business Day in such Remarketing Period. In order to exercise the right to effect Early Settlement with respect to any Purchase Contracts, the Holder of the Certificate evidencing the related Equity Security Units or Stripped Equity Security Units, as the case may be, Securities shall deliver such Certificate to the Purchase Contract Agent at the Corporate Trust Office duly endorsed for transfer to the Company or in blank with the form of an Election to Settle Early form (on the reverse thereof duly completed 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 funds) in an amount (the "Early Settlement Amount") equal to the product of (A) the product of (i) the Stated Amount less the aggregate amount of such Equity Security Units or Stripped Equity Security Units, any accrued and unpaid Contract Adjustment Payments and any Deferred Contract Adjustment Payments per Purchase Contract as of the case may be, multiplied by Early Settlement Date (iias deferred below) times (B) 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 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 . 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 accumulated on such Purchase Contract or on account of any dividends payable on the Common Stock Shares issued upon such Early Settlement, the record date for which payment occurred prior to the Early Settlement Date. If the foregoing requirements are first satisfied with respect to Purchase Contracts underlying any Equity Security Units or Stripped Equity Security Units, as the case may be, at or Securities prior to or at 5:00 p.m., p.m. (New York City time, ) on a Business Day, such day shall be the "Early Settlement Date" with respect to such Equity Security Units or Stripped Equity Security Units, as the case may beSecurities, and if such requirements are first satisfied after 5:00 p.m., p.m. (New York City time, ) on a Business Day or on a day that is not a Business Day, the "Early Settlement Date" with respect to such Equity Security Units or Stripped Equity Security Units, as the case may be, shall be the next succeeding Business Day. If the Treasury Portfolio or the Tax Event Treasury Portfolio has replaced the Notes as a component of the Equity Security Units following the occurrence of a successful remarketing of the Notes or a Tax Event Redemption Date, respectively, holders of Equity Security Units may effect Early Settlement only in multiples of Equity Security Units.,

Early Settlement. (a) Subject Unless a Holder has effected a Merger Early Settlement or a Termination Event shall have occurred, subject to and upon compliance with the provisions of this Section 5.9, Purchase Contracts underlying Equity Security Units or Stripped Equity Security 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") at any time, provided that Holders may not later than 11:00 settle early after 10:00 a.m. (New York City time) (i) on the eleventh fourth Business Day immediately preceding the Stock Purchase Initial Remarketing Date until the next Business Day immediately following such Initial Remarketing Date; provided, however, that no Holder may effect an Early Settlement during the period starting at 5:00 p.m., New York City time, (ii) on the fourth Business Day immediately preceding the first Business Day day of any a Subsequent Remarketing Period and ending 9:00 a.m.on June 16, New York City time2005 or July 14, on 2005 until the fourth next Business Day immediately succeeding following such Remarketing Period or (iii) after the third tenth Business Day in such Remarketing Periodimmediately preceding the Stock Purchase Date. In order to exercise the right to effect Early Settlement with respect to any Purchase ContractsContract, the Holder of the Certificate evidencing the related Equity Security Units or Stripped Equity Security Units, as the case may be, Unit 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 an "Election to Settle Early Early" form on the reverse thereof duly completed side of the Certificate and any other documents requested by the Agent 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 Equity Security Units or Stripped Equity Security Units, as the case may be, 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 Settlement within the 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 time frames specified 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 accumulated on such Purchase Contract or on account of any dividends on the Common Stock issued upon such Early Settlementsentence. If the foregoing requirements are first satisfied with respect to Purchase Contracts underlying any Equity Security Units or Stripped Equity Security Units, as the case may be, Unit at or prior to 5:00 p.m., p.m. (New York City time, ) on a Business Day, such day shall be the "Early Settlement Date" with respect to such Equity Security Units or Stripped Equity Security Units, as the case may be, Unit and if such requirements are first satisfied after 5:00 p.m., p.m. (New York City time, ) on a Business Day or on a day that is not a Business Day, the "Early Settlement Date" with respect to such Equity Security Units shall be the next succeeding Business Day. (b) Upon payment of the Early Settlement Amount by the Holder of the related Normal Units or Stripped Equity Security Units, as the case may be, the Company shall issue, and the Holder shall be entitled to receive, 2.3202 shares of Common Stock on account of such Purchase Contract (the next succeeding "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 pursuant to Section 5.6. (c) No later than the third Business Day. If Day after the applicable Early Settlement Date, the Company shall cause: (i) the shares of Common Stock issuable upon Early Settlement of Purchase Contracts to be issued and delivered; and (ii) the related Pledged Notes or Pledged Applicable Ownership Interest in the Treasury Portfolio Portfolio, in the case of Normal Units, or the Tax Event related Pledged Treasury Portfolio has replaced Securities, in the Notes as a component case of Stripped Units, to be released from the Equity Security Units following Pledge by the occurrence of a successful remarketing of Collateral Agent and transferred, in each case, to the Notes Agent for delivery to the Holder thereof or a Tax Event Redemption Datethe Holder's designee, respectively, holders of Equity Security Units may effect Early Settlement only in multiples of Equity Security Unitspursuant to the Pledge Agreement.

Early Settlement. (a) Subject to and upon compliance with the provisions of this Section 5.9, Purchase Contracts underlying Equity Security Units or Stripped Equity Security Units having an aggregate Stated Amount equal to $1,000 or an integral multiple thereof, may5.10, at the option of the Holder thereof, be settled Purchase Contracts underlying Securities having an aggregate Stated Amount of $1,000 or integral multiples thereof may effect early settlement ("Early Settlement") not later than 11:00 a.m. on or prior to 5:00 p.m. (New York City time) on the eleventh fifth Business Day immediately preceding the Stock Purchase Contract Settlement Date; provided, however, that no Holder . Holders of Treasury Units may only effect an Early Settlement during of the period starting at 5:00 p.m.related Purchase Contracts in integral multiples of 20 Treasury Units, New York City timeand if a Tax Event Redemption or a Successful Remarketing has occurred and the Treasury Portfolio has become a component of the Corporate Units, on Purchase Contracts underlying the fourth Business Day immediately preceding the first Business Day Securities may only be settled in integral multiples of any Remarketing Period and ending 9:00 a.m., New York City time, on the fourth Business Day immediately succeeding the third Business Day in such Remarketing Period[ ] Corporate Units. In order to exercise the right to effect Early Settlement with respect to any Purchase Contracts, the Holder of the Certificate evidencing the related Equity Security Units or Stripped Equity Security Units, as the case may be, Securities shall deliver such Certificate to the Agent at the Corporate Trust Office duly endorsed for transfer to or at the Company or in blank with the form of New York Office an "Election to Settle Early Early" form (on the reverse thereof duly completed side of the Certificate) and any other documents requested by the Agent and accompanied by payment (payable to the Company in immediately available funds funds) in an amount (the "Early Settlement Amount") equal to (A) the product of (i) (A) the Stated Amount of such Equity Security Units or Stripped Equity Security Units, as the case may be, multiplied by times (iiB) the number of Purchase Contracts with respect to which the Holder has elected to effect Early Settlement, plus (Bii) if such delivery is made with respect to any Purchase Contracts during the 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, Payments 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)5.1 hereof, no payment or adjustment shall be made upon Early Settlement of any Purchase Contract on account of any Contract Adjustment Payments accumulated accrued on such Purchase Contract or on account of any 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 Equity Security Units or Stripped Equity Security Units, as the case may be, at or Securities prior to or at 5:00 p.m., p.m. (New York City time, ) on a Business Day, such day shall be the "Early Settlement Date" with respect to such Equity Security Units or Stripped Equity Security Units, as the case may be, Securities and if such requirements are first satisfied after 5:00 p.m., p.m. (New York City time, ) on a Business Day or on a day that is not a Business Day, the "Early Settlement Date" with respect to such Equity Security Units or Stripped Equity Security Units, as the case may be, Securities shall be the next succeeding Business DayDay (so long as such next succeeding Business Day is not later than the fifth Business Day immediately preceding the Purchase Contract Settlement Date). (b) No Early Settlement will be permitted under this Section 5.10 unless, at the time of delivery of the Election to Settle Early form or the time the Early Settlement is effected, there is an effective registration statement with respect to the shares of Common Stock 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 either the Company or the Agent) under the Securities Act. If such a registration statement is so required, the Treasury Portfolio or Company covenants and agrees to use its reasonable best efforts to (A) have in effect a registration statement covering the Tax Event Treasury Portfolio has replaced the Notes as a component shares of Common Stock to be delivered in respect of the Equity Security Units following Purchase Contracts being settled and (B) provide a prospectus in connection therewith, in each case in a form that the occurrence of a successful remarketing of the Notes or a Tax Event Redemption Date, respectively, holders of Equity Security Units Agent may effect use in connection with such Early Settlement only in multiples of Equity Security UnitsSettlement.

Early Settlement. (a) Subject to and upon compliance with the provisions of this Section 5.9, Purchase Contracts underlying Equity Security Units or Stripped Equity Security Units having an aggregate Stated Amount equal to $1,000 or an integral multiple thereof, may5.08, at the option of the Holder thereof, Purchase Contracts underlying Securities may be settled early ("Early SettlementEARLY SETTLEMENT") not later than 11:00 a.m. in the case of New PEPS Units on or prior to 5:00 p.m. (New York City time) on the eleventh seventh Business Day immediately preceding the Stock Purchase Contract Settlement Date; provided, however, that no Holder may effect an Early Settlement during and in the period starting at case of Treasury Units on or prior to 5:00 p.m., p.m. (New York City time, ) on the fourth second Business Day immediately preceding the first Business Day Purchase Contract Settlement Date, in each case, as provided herein. Holders of any Remarketing Period and ending 9:00 a.m., Treasury Units or New York City time, on PEPS Units may only settle the fourth Business Day immediately succeeding the third Business Day related Purchase Contracts in such Remarketing Periodintegral multiples of 40 Purchase Contracts. In order to exercise the right to effect Early Settlement with respect to any Purchase Contracts, the Holder of the Certificate evidencing the related Equity Security Units or Stripped Equity Security Units, as the case may be, Securities shall deliver such Certificate to the Purchase Contract Agent at the Corporate Trust Office duly endorsed for transfer to the Company or in blank with the form of an Election to Settle Early form (on the reverse thereof duly completed 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 funds) in an amount (the "Early Settlement AmountEARLY SETTLEMENT AMOUNT") equal to (Ai) the product of (ia) the Stated Amount of such Equity Security Units or Stripped Equity Security Units, as the case may be, multiplied by times (iib) the number of Purchase Contracts with respect to which the Holder has elected to effect Early Settlement, plus (Bii) if such delivery is made with respect to any Purchase Contracts during the 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, Payments 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 sentence, and subject to the second to last paragraph of Section 5.2(d5.02.A(a), no payment or adjustment shall be made upon Early Settlement of any Purchase Contract on account of any Contract Adjustment Payments accumulated 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 Equity Security Units or Stripped Equity Security Units, as the case may be, at or Securities prior to or at 5:00 p.m., p.m. (New York City time, ) on a Business Day, such day shall be the "Early Settlement DateEARLY SETTLEMENT DATE" with respect to such Equity Security Units or Stripped Equity Security Units, as the case may be, Securities and if such requirements are first satisfied after 5:00 p.m., p.m. (New York City time, ) on a Business Day or on a day that is not a Business Day, the "Early Settlement DateEARLY SETTLEMENT DATE" with respect to such Equity Security Units or Stripped Equity Security Units, as the case may be, Securities shall be the next succeeding Business Day. If the Treasury Portfolio or the Tax Event Treasury Portfolio has replaced the Notes as a component of the Equity Security Units following the occurrence of a successful remarketing of the Notes or a Tax Event Redemption Date, respectively, holders of Equity Security Units may effect Early Settlement only in multiples of Equity Security Units.

Early Settlement. (a) Subject to and upon compliance with the provisions of this Section 5.9, Purchase Contracts underlying Equity Security Units or Stripped Equity Security Units having an aggregate Stated Amount equal to $1,000 or an integral multiple thereof, may, at the option of the Holder thereof, Purchase Contracts underlying Securities may be settled early ("Early Settlement") not later than 11:00 a.m. in the case of Corporate PIES (unless a Tax Event Redemption has occurred) on or prior to the eleventh seventh Business Day immediately preceding the Stock Purchase Date; provided, however, that no Holder may effect an Early Contract Settlement during Date and in the period starting at 5:00 p.m., New York City time, case of Treasury PIES on or prior to the fourth second Business Day immediately preceding the first Business Day Purchase Contract Settlement Date, in each case, as provided herein; and if a Tax Event Redemption has occurred and the Treasury Portfolio has become a component of any Remarketing Period and ending 9:00 a.m.the Corporate PIES, New York City time, Purchase Contracts underlying Corporate PIES may be settled early on or prior to the fourth second Business Day immediately succeeding preceding the third Business Day Purchase Contract Settlement Date, but only in such Remarketing Periodan 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 the related Equity Security Units or Stripped Equity Security Units, as the case may be, 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 funds) in an amount (the "Early Settlement Amount") equal to (Ai) the product of (iA) the Stated Amount of such Equity Security Units or Stripped Equity Security Units, as the case may be, multiplied by times (iiB) the number of Purchase Contracts with respect to which the Holder has elected to effect Early Settlement, Settlement plus (Bii) if such delivery is made with respect to any Purchase Contracts during the 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, Payments payable on such Payment Date with respect to such Purchase Contracts; provided that no payment shall be required pursuant to clause Contracts plus (By) in the case of this sentence if a Corporate PIES Certificate, the Company shall have elected to defer distributions on the Contract Adjustment Payments that would otherwise be related Preferred Securities or Debentures 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(d)5.2, no payment or adjustment shall be made upon Early Settlement of any Purchase Contract on account of any Contract Adjustment Payments accumulated 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 Equity Security Units or Stripped Equity Security Units, as the case may be, Securities at or prior to 5:00 p.m., New York City time, on a Business Day, such day shall be the "Early Settlement Date" with respect to such Equity Security Units or Stripped Equity Security Units, as the case may be, Securities and if such requirements are first satisfied after 5:00 p.m., New York City time, on a Business Day or on a day that is not a Business Day, the "Early Settlement Date" with respect to such Equity Security Units or Stripped Equity Security Units, as the case may be, Securities shall be the next succeeding Business Day. If the Treasury Portfolio or the Tax Event Treasury Portfolio has replaced the Notes as a component of the Equity Security Units following the occurrence of a successful remarketing of the Notes or a Tax Event Redemption Date, respectively, holders of Equity Security Units may effect Early Settlement only in multiples of Equity Security Units.

Early Settlement. (a) Subject to and upon compliance with the provisions of this Section 5.9, at the option of the Holder thereof, Purchase Contracts underlying Equity Security Units or Stripped Equity Security Units Securities having an aggregate Stated Amount equal to $1,000 or an integral multiple thereof, may, at the option of the Holder thereof, thereof may be settled early ("Early Settlement") not later than 11:00 a.m. in the case of Corporate Units (unless a Tax Event Redemption or a Successful Initial Remarketing has occurred) on or prior to the eleventh fifth Business Day immediately preceding the Stock Purchase Date; provided, however, that no Holder may effect an Early Contract Settlement during Date and in the period starting at 5:00 p.m., New York City time, case of Treasury Units on or prior to the fourth second Business Day immediately preceding the first Business Day Purchase Contract Settlement Date, in each case, as provided herein; provide however, that if a Tax Event Redemption or a Successful Initial Remarketing has occurred and the Treasury Portfolio has become a component of any Remarketing Period and ending 9:00 a.m.the Corporate Units, New York City time, Purchase Contracts underlying Corporate Units may be settled early on or prior to the fourth second Business Day immediately succeeding preceding the third Business Day Purchase Contract Settlement Date, but only in such Remarketing Periodan aggregate amount of [ ] Corporate Units 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 the related Equity Security Units or Stripped Equity Security Units, as the case may be, 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 Company) in immediately available funds in an amount (the "Early Settlement Amount") equal to (Ai) the product of (iA) the Stated Amount of such Equity Security Units or Stripped Equity Security Units, as the case may be, multiplied by times (iiB) the number of Purchase Contracts with respect to which the Holder has elected to effect Early Settlement, Settlement plus (Bii) if such delivery is made with respect to any Purchase Contracts during the 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 (Bii) of this sentence if the Company shall have elected to defer the Contract Adjustment Payments that 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 accumulated 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 Equity Security Units or Stripped Equity Security Units, as the case may be, at or prior to 5:00 p.m., New York City time, on a Business Day, such day shall be the "Early Settlement Date" with respect to such Equity Security Units or Stripped Equity Security Units, as the case may be, and if such requirements are first satisfied after 5:00 p.m., New York City time, on a Business Day or on a day that is not a Business Day, the "Early Settlement Date" with respect to such Equity Security Units or Stripped Equity Security Units, as the case may be, shall be the next succeeding Business Day. If the Treasury Portfolio or the Tax Event Treasury Portfolio has replaced the Notes as a component of the Equity Security Units following the occurrence of a successful remarketing of the Notes or a Tax Event Redemption Date, respectively, holders of Equity Security Units may effect Early Settlement only in multiples of Equity Security Units.such

Early Settlement. (a) Subject Unless a Holder has effected a Merger Early Settlement or a Termination Event shall have occurred, subject to and upon compliance with the provisions of this Section 5.9, Purchase Contracts underlying Equity Security Units or Stripped Equity Security 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") at any time, provided that Holders may not later than 11:00 settle early after 10:00 a.m. (New York City time) (i) on or after the eleventh fourth Business Day immediately preceding the Initial Remarketing Date until the next Business Day immediately following such Initial Remarketing Date; (ii) on or after the fourth Business Day immediately preceding any Subsequent Remarketing Period until the next Business Day immediately following a Terminated Remarketing or (iii)on or after the seventh Business Day immediately preceding the Stock Purchase Date; provided, however, that no Holder may effect an Early Settlement during the period starting at 5:00 p.m., New York City time, on the fourth Business Day immediately preceding the first Business Day of any Remarketing Period and ending 9:00 a.m., New York City time, on the fourth Business Day immediately succeeding the third Business Day in such Remarketing Period. In order to exercise the right to effect Early Settlement with respect to any Purchase ContractsContract, the Holder of the Certificate evidencing the related Equity Security Units or Stripped Equity Security Units, as the case may be, Unit 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 an "Election to Settle Early Early" form on the reverse thereof duly completed side of the Certificate and any other documents requested by the Agent 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 Equity Security Units or Stripped Equity Security Units, as the case may be, 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 Settlement within the 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 time frames specified 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 accumulated on such Purchase Contract or on account of any dividends on the Common Stock issued upon such Early Settlementsentence. If the foregoing requirements are first satisfied with respect to Purchase Contracts underlying any Equity Security Units or Stripped Equity Security Units, as the case may be, Unit at or prior to 5:00 p.m., p.m. (New York City time, ) on a Business Day, such day shall be the "Early Settlement Date" with respect to such Equity Security Units or Stripped Equity Security Units, as the case may be, Unit and if such requirements are first satisfied after 5:00 p.m., p.m. (New York City time, ) on a Business Day or on a day that is not a Business Day, the "Early Settlement Date" with respect to such Equity Security Units shall be the next succeeding Business Day. (b) Upon payment of the Early Settlement Amount by the Holder of the related Normal Units or Stripped Equity Security Units, as the case may be, the Company shall issue, and the Holder shall be entitled to receive, [____] shares of Common Stock on account of such Purchase Contract (the next succeeding "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 pursuant to Section 5.6. (c) No later than the third Business Day. If Day after the applicable Early Settlement Date, the Company shall cause: (1) the shares of Common Stock issuable upon Early Settlement of Purchase Contracts to be issued and delivered; and (2) the related Pledged Notes or Pledged Applicable Ownership Interest in the Treasury Portfolio Portfolio, in the case of Normal Units, or the Tax Event related Pledged Treasury Portfolio has replaced Securities, in the Notes 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, pursuant to the Pledge Agreement. (d) Upon Early Settlement of any Purchase Contracts, and subject to receipt of shares of Common Stock from the Company and the Pledged Notes, Pledged Applicable Ownership Interest (as a component specified in clause (A) of the Equity Security definition of such term) in the Treasury Portfolio, or Pledged Treasury Securities, as the case may be, from the Collateral Agent, as applicable, the 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 Units; (1) transfer to the Holder the Pledged Notes, Pledged Applicable Ownership Interest in the Treasury Portfolio, or Pledged Treasury Securities, as the case may be, forming a part of such Units following pursuant to the occurrence Pledge Agreement; and (2) deliver to the Holder a certificate or certificates for the full number of shares of Common Stock issuable upon such Early Settlement together with payment in lieu of any fraction of a successful remarketing share, as provided in Section 5.12. (e) In the event that Early Settlement is effected with respect to Purchase Contracts underlying less than all the Units evidenced by a Certificate, upon such Early Settlement, the Company shall execute and the Agent shall authenticate, execute and deliver to the Holder thereof, at the expense of the Notes or Company, a Tax Event Redemption Date, respectively, holders of Equity Security Certificate evidencing the Units may effect as to which Early Settlement only was not effected. (f) The Company agrees that, if required under U.S. Federal securities laws, it will use commercially reasonable efforts to (1) have in multiples effect a registration statement covering the shares of Equity Security Unitsour Common Stock 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 the Early Settlement pursuant to this Section 5.9.

Early Settlement. (a) Subject to and upon compliance with the provisions of this Section 5.9, Purchase Contracts underlying Equity Security Units or Stripped Equity Security Units having an aggregate Stated Amount equal to $1,000 or an integral multiple thereof, may, at the option of the Holder thereof, Purchase Contracts underlying Securities may be settled early (an "Early Settlement") not later than 11:00 a.m. in the case of Corporate PIES on or prior to the eleventh seventh Business Day immediately preceding the Stock Purchase Date; provided, however, that no Holder may effect an Early Contract Settlement during Date and in the period starting at 5:00 p.m., New York City time, case of Treasury PIES on or prior to the fourth second Business Day immediately preceding the first Business Day of any Remarketing Period and ending 9:00 a.m.Purchase Contract Settlement Date, New York City timein each case, on the fourth Business Day immediately succeeding the third Business Day in such Remarketing Periodas provided herein. In order to exercise the right to effect Early Settlement with respect to any Purchase Contracts, the Holder of the Certificate evidencing the related Equity Security Units or Stripped Equity Security Units, as the case may be, 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 funds) in an amount (the "Early Settlement Amount") equal to (Ai) the product of (iA) the Stated Amount of such Equity Security Units or Stripped Equity Security Units, as the case may be, multiplied by times (iiB) the number of Purchase Contracts with respect to which the Holder has elected to effect Early Settlement, Settlement plus (Bii) if such delivery is made with respect to any Purchase Contracts during the 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, Payments payable on such Payment Date with respect to such Purchase Contracts; provided that no payment shall be required pursuant to clause Contracts plus (By) in the case of this sentence if a Corporate PIES Certificate, the Company shall have elected to defer distributions on the Contract Adjustment Payments that would otherwise be related shares of Preferred Stock payable on such Payment Date. Except as provided in the immediately preceding sentence and subject to the last paragraph of Section 5.2(d)5.2, no payment or adjustment shall be made upon Early Settlement of any Purchase Contract on account of any Contract Adjustment Payments accumulated 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 Equity Security Units or Stripped Equity Security Units, as the case may be, Securities at or prior to 5:00 p.m., New York City time, on a Business Day, such day shall be the "Early Settlement Date" with respect to such Equity Security Units or Stripped Equity Security Units, as the case may be, Securities and if such requirements are first satisfied after 5:00 p.m., New York City time, on a Business Day or on a day that is not a Business Day, the "Early Settlement Date" with respect to such Equity Security Units or Stripped Equity Security Units, as the case may be, Securities shall be the next succeeding Business Day. If the Treasury Portfolio or the Tax Event Treasury Portfolio has replaced the Notes as a component of the Equity Security Units following the occurrence of a successful remarketing of the Notes or a Tax Event Redemption Date, respectively, holders of Equity Security Units may effect Early Settlement only in multiples of Equity Security Units.40-

Early Settlement. (a) Subject to and upon compliance with the provisions of this Section 5.9, Purchase Contracts underlying Equity Security Units or Stripped Equity Security Units having an aggregate Stated Amount equal to $1,000 or an integral multiple thereof, may5.09, at the option of the Holder thereof, any Purchase Contracts in integral multiples of 1,000 Securities may be settled early ("Early SettlementEARLY SETTLEMENT") not later than 11:00 a.m. on the eleventh Business Day immediately preceding the Stock Purchase Date; provided, however, that no Holder may effect an Early Settlement during the period starting at 5:00 p.m., New York City time, on the fourth Business Day immediately preceding the first Business Day of any Remarketing Period and ending 9:00 a.m., New York City time, on the fourth Business Day immediately succeeding the third Business Day in such Remarketing Periodas 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 the related Equity Security Units or Stripped Equity Security Units, as the case may be, 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 payable to in the Company in form of immediately available funds in an amount (the "Early Settlement AmountEARLY SETTLEMENT AMOUNT") equal to (Ai) the product of (iA) the Stated Amount of such Equity Security Units or Stripped Equity Security Units, as the case may be, multiplied by times (iiB) the number of Purchase Contracts with respect to which the Holder has elected to effect Early Settlement, Settlement plus (Bii) if such delivery is made with respect to any Purchase Contracts during the period from the close of business on any Record Date next immediately preceding any Payment Date to the opening of business on such Payment Date, an amount equal to the sum of (x) the Contract Adjustment PaymentsFees and Deferred Contract Fees, if any, payable on such Payment Date with respect to such Purchase Contracts; provided that no payment shall be required pursuant to clause Contracts plus (By) of this sentence if such Security Certificate evidences Coupon Securities, the Company shall have elected to defer interest on the Contract Adjustment Payments that would otherwise be 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(d)5.02, no payment or adjustment shall be made upon Early Settlement of any Purchase Contract on account of any Contract Adjustment Payments accumulated Fees or Deferred Contract Fees, if any, 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 Equity Security Units or Stripped Equity Security Units, as the case may be, Securities at or prior to 5:00 p.m., New York City time, on a Business Day, such day shall be the "Early Settlement DateEARLY SETTLEMENT DATE" with respect to such Equity Security Units or Stripped Equity Security Units, as the case may be, Securities and if such requirements are first satisfied after 5:00 p.m.p.m, New York City time, on a Business Day or on a day that is not a Business Day, the "Early Settlement DateEARLY SETTLEMENT DATE" with respect to such Equity Security Units or Stripped Equity Security Units, as the case may be, Securities shall be the next succeeding Business Day. If Notwithstanding the Treasury Portfolio or foregoing, a Holder of Zero-Coupon Securities will not have the Tax Event Treasury Portfolio has replaced the Notes as a component of the Equity Security Units following the occurrence of a successful remarketing of the Notes or a Tax Event Redemption Date, respectively, holders of Equity Security Units may effect right to elect Early Settlement only in multiples of Equity Security Unitson any Early Settlement Date occurring after November 14, 2001.

Early Settlement. (a) Subject to and upon compliance with the provisions of this Section 5.9, Purchase Contracts underlying Equity Security Units or Stripped Equity Security Units having an aggregate Stated Amount equal to $1,000 or an integral multiple thereof, may, at the option of the Holder thereof, Purchase Contracts underlying Securities may be settled early ("Early Settlement") not later than 11:00 a.m. in the case of Corporate Stock Purchase Units on or prior to the eleventh seventh Business Day immediately preceding the Purchase Contract Settlement Date and in the case of Treasury Stock Purchase Date; provided, however, that no Holder may effect an Early Settlement during Units on or prior to the period starting at 5:00 p.m., New York City time, on the fourth second Business Day immediately preceding the first Business Day of any Remarketing Period and ending 9:00 a.m.Purchase Contract Settlement Date, New York City timein each case, on the fourth Business Day immediately succeeding the third Business Day in such Remarketing Periodas provided herein. In order to exercise the right to effect Early Settlement with respect to any Purchase Contracts, the Holder of the Certificate evidencing the related Equity Security Units or Stripped Equity Security Units, as the case may be, Securities shall deliver such Certificate 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 and accompanied by payment (payable to the Company in immediately available funds funds) in an amount (the "Early Settlement Amount") equal to to: (A1) the product of (iA) the Stated Amount of such Equity Security Units or Stripped Equity Security Units, as the case may be, multiplied by times (iiB) the number of Purchase Contracts with respect to which the Holder has elected to effect Early Settlement, plus plus (B2) if such delivery is made with respect to any Purchase Contracts during the 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, Payments 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 the last paragraph of Section 5.2(d)5.2, no payment or adjustment shall be made upon Early Settlement of any Purchase Contract on account of any Contract Adjustment Payments accumulated 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 Equity Security Units or Stripped Equity Security Units, as the case may be, Securities at or prior to 5:00 p.m., p.m. (New York City time, ) on a Business Day, such day shall be the "Early Settlement Date" with respect to such Equity Security Units or Stripped Equity Security Units, as the case may be, Securities and if such requirements are first satisfied after 5:00 p.m., p.m. (New York City time, ) on a Business Day or on a day that is not a Business Day, the "Early Settlement Date" with respect to such Equity Security Units or Stripped Equity Security Units, as the case may be, Securities shall be the next succeeding Business Day. If Upon the Treasury Portfolio or receipt of such Certificate and Early Settlement Amount from the Tax Event Treasury Portfolio has replaced Holder, the Notes as a component Purchase Contract Agent shall pay to the Company such Early Settlement 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 Equity Security Units following Pledge Agreement, notify the occurrence Collateral Agent that (A) such Holder has elected to effect an Early Settlement, which notice shall set forth the number of a successful remarketing of the Notes or a Tax Event Redemption Date, respectively, holders of Equity Security Units may 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 only in multiples of Equity Security UnitsAmount 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 5.9, Purchase Contracts underlying Equity Security Units or Stripped Equity Security Units having an aggregate Stated Amount equal to $1,000 or an integral multiple thereof, may, at the option of the Holder thereof, Purchase Contracts underlying Securities may be settled early ("“Early Settlement"”) not later than 11:00 a.m. on or prior to 5:00 p.m. (New York City time) on the eleventh seventh Business Day immediately preceding the Stock Purchase Contract Settlement Date; provided, however, that no Holder as provided herein. Holders of Treasury SPC Units may effect an Early Settlement during only settle the period starting at 5:00 p.m., New York City time, on the fourth Business Day immediately preceding the first Business Day related Purchase Contracts in integral multiples of any Remarketing Period and ending 9:00 a.m., New York City time, on the fourth Business Day immediately succeeding the third Business Day in such Remarketing Period40 Purchase Contracts. In order to exercise the right to effect Early Settlement with respect to any Purchase Contracts, the Holder of the Certificate evidencing the related Equity Security Units or Stripped Equity Security Units, as the case may be, Securities shall deliver such Certificate Certificates 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 and accompanied by payment (payable to the Company in immediately available funds funds) in an amount (the "“Early Settlement Amount"”) equal to to: (A1) the product of (iA) the Stated Amount of such Equity Security Units or Stripped Equity Security Units, as the case may be, multiplied by times (iiB) the number of Purchase Contracts with respect to which the Holder has elected to effect Early Settlement, plus plus (B2) if such delivery is made with respect to any Purchase Contracts during the 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 Adjustment Payments, if any, Payments payable on such Payment Date with respect to such Purchase Contracts; provided that no payment shall be required pursuant to clause Contracts plus (By) in the case of this sentence if a SPC Units Certificate, the Company shall have elected to defer [distributions or] interest on the Contract Adjustment Payments that would otherwise be 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(d)5.2, no payment or adjustment shall be made upon Early Settlement of any Purchase Contract on account of any Purchase Contract Adjustment Payments accumulated 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 Equity Security Units or Stripped Equity Security Units, as the case may be, at or Securities prior to or at 5:00 p.m., p.m. (New York City time, ) on a Business Day, such day shall be the "“Early Settlement Date" ” with respect to such Equity Security Units or Stripped Equity Security Units, as the case may be, Securities and if such requirements are first satisfied after 5:00 p.m., p.m. (New York City time, ) on a Business Day or on a day that is not a Business Day, the "“Early Settlement Date" ” with respect to such Equity Security Units or Stripped Equity Security Units, as the case may be, Securities shall be the next succeeding Business Day. If the Treasury Portfolio or the Tax Event Treasury Portfolio has replaced the Notes as a component of the Equity Security Units following the occurrence of a successful remarketing of the Notes or a Tax Event Redemption Date, respectively, holders of Equity Security Units may effect Early Settlement only in multiples of Equity Security Units.

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 5.9, Purchase Contracts underlying Equity Security Units or Stripped Equity Security Units having an aggregate Stated Amount equal to $1,000 or an integral multiple thereof, may, at the option of the Holder thereof, Purchase Contracts relating to PIES may be settled early ("Early Settlement") not later than 11:00 a.m. on or prior to the eleventh Business Day immediately preceding the Stock Purchase Election Date; provided, however, that no Holder may effect an Early Settlement during the period starting at 5:00 p.m., New York City time, on the fourth Business Day immediately preceding the first Business Day of any Remarketing Period and ending 9:00 a.m., New York City time, on the fourth Business Day immediately succeeding the third Business Day in such Remarketing Period. In order to exercise the right to effect Early Settlement with respect to any Purchase Contracts, the Holder of the Certificate evidencing the related Equity Security Units or Stripped Equity Security Units, as the case may be, PIES shall deliver such Certificate 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 and accompanied by payment (payable to the Company in immediately available funds funds) in an amount (the "Early Settlement Amount") equal to to: (A1) the product of (iA) the Stated Amount of such Equity Security Units or Stripped Equity Security Units, as the case may be, multiplied by times (iiB) the number of Purchase Contracts with respect to which the Holder has elected to effect Early Settlement, plus ; PLUS (B2) if such delivery is made with respect to any Purchase Contracts during the 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, if any, Payments 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 the last paragraph of Section 5.2(d)5.2, no payment or adjustment shall be made upon Early Settlement of any Purchase Contract on account of any Purchase Contract Adjustment Payments accumulated 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 relating to any Equity Security Units or Stripped Equity Security Units, as the case may be, PIES at or prior to 5:00 p.m., p.m. (New York City time), on a Business Day, such day shall be the "Early Settlement Date" with respect to such Equity Security Units or Stripped Equity Security Units, as the case may be, PIES and if such requirements are first satisfied after 5:00 p.m., p.m. (New York City time), on a Business Day or on a day that is not a Business Day, the "Early Settlement Date" with respect to such Equity Security Units or Stripped Equity Security Units, as the case may be, PIES shall be the next succeeding Business Day. If Upon the Treasury Portfolio or receipt of such Certificate and Early Settlement Amount from the Tax Event Treasury Portfolio has replaced Holder, the Notes as a component Purchase Contract Agent shall pay to the Company such Early Settlement 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 Equity Security Units following Pledge Agreement, notify the occurrence Collateral Agent that (A) such Holder has elected to effect an Early Settlement, which notice shall set forth the number of a successful remarketing of the Notes or a Tax Event Redemption Date, respectively, holders of Equity Security Units may 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 only in multiples of Equity Security UnitsAmount 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 5.9, Purchase Contracts underlying Equity Security Units or Stripped Equity Security Units having an aggregate Stated Amount equal to $1,000 or an integral multiple thereof, may, at the option of the Holder thereof, Purchase Contracts underlying Securities may be settled early ("Early Settlement") not later than 11:00 a.m. on or prior to 5:00 p.m. (New York City time) on the eleventh seventh Business Day immediately preceding the Stock Purchase Contract Settlement Date; provided, however, that no Holder as provided herein. Holders of Treasury SPC Units may effect an Early Settlement during only settle the period starting at 5:00 p.m., New York City time, on the fourth Business Day immediately preceding the first Business Day related Purchase Contracts in integral multiples of any Remarketing Period and ending 9:00 a.m., New York City time, on the fourth Business Day immediately succeeding the third Business Day in such Remarketing Period40 Purchase Contracts. In order to exercise the right to effect Early Settlement with respect to any Purchase Contracts, the Holder of the Certificate evidencing the related Equity Security Units or Stripped Equity Security Units, as the case may be, Securities shall deliver such Certificate Certificates 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 and accompanied by payment (payable to the Company in immediately available funds funds) in an amount (the "Early Settlement Amount") equal to to: (A1) the product of (iA) the Stated Amount of such Equity Security Units or Stripped Equity Security Units, as the case may be, multiplied by times (iiB) the number of Purchase Contracts with respect to which the Holder has elected to effect Early Settlement, plus plus (B2) if such delivery is made with respect to any Purchase Contracts during the 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 Adjustment Payments, if any, Payments payable on such Payment Date with respect to such Purchase Contracts; provided that no payment shall be required pursuant to clause Contracts plus (By) in the case of this sentence if a SPC Units Certificate, the Company shall have elected to defer interest on the Contract Adjustment Payments that would otherwise be 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(d)5.2, no payment or adjustment shall be made upon Early Settlement of any Purchase Contract on account of any Purchase Contract Adjustment Payments accumulated accrued on such Purchase Contract or on account of any dividends on the [Common Stock Stock] [Preferred Stock] issued upon such Early Settlement. If the foregoing requirements are first satisfied with respect to Purchase Contracts underlying any Equity Security Units or Stripped Equity Security Units, as the case may be, at or Securities prior to or at 5:00 p.m., p.m. (New York City time, ) on a Business Day, such day shall be the "Early Settlement Date" with respect to such Equity Security Units or Stripped Equity Security Units, as the case may be, Securities and if such requirements are first satisfied after 5:00 p.m., p.m. (New York City time, ) on a Business Day or on a day that is not a Business Day, the "Early Settlement Date" with respect to such Equity Security Units or Stripped Equity Security Units, as the case may be, Securities shall be the next succeeding Business Day. If the Treasury Portfolio or the Tax Event Treasury Portfolio has replaced the Notes as a component of the Equity Security Units following the occurrence of a successful remarketing of the Notes or a Tax Event Redemption Date, respectively, holders of Equity Security Units may effect Early Settlement only in multiples of Equity Security Units.

Early Settlement. (a) Subject to and upon compliance with the provisions of this Section 5.9, Purchase Contracts underlying Equity Security Units or Stripped Equity Security Units having an aggregate Stated Amount equal to $1,000 or an integral multiple thereof, may5.07, at the option of the Holder thereof, be settled early Purchase Contracts underlying Securities may effect Early Settlement on or prior to 5:00 p.m. ("Early Settlement"New York City time) not later than 11:00 a.m. on the eleventh fifth Business Day immediately preceding the Stock Purchase Contract Settlement Date; provided, however, that no Holder . Holders of Growth PRIDES may only effect an Early Settlement during of the period starting at 5:00 p.m., New York City time, on the fourth Business Day immediately preceding the first Business Day related Purchase Contracts in integral multiples of any Remarketing Period and ending 9:00 a.m., New York City time, on the fourth Business Day immediately succeeding the third Business Day in such Remarketing Period20 Purchase Contracts. In order to exercise the right to effect Early Settlement with respect to any Purchase Contracts, the Holder of the Certificate evidencing the related Equity Security Units or Stripped Equity Security Units, as the case may be, Securities shall deliver such Certificate to the Purchase Contract Agent at the Corporate Trust Office duly endorsed for transfer to the Company or in blank with the form of an "Election to Settle Early Early" form (on the reverse thereof duly completed 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 funds) in an amount (the "Early Settlement AmountEARLY SETTLEMENT AMOUNT") equal to (A) the product of (i) (A) the Stated Amount of such Equity Security Units or Stripped Equity Security Units, as the case may be, multiplied by times (iiB) the number of Purchase Contracts with respect to which the Holder has elected to effect Early Settlement, plus (Bii) if such delivery is made with respect to any Purchase Contracts during the 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, if any, Payments 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(d5.11(c), no payment or adjustment shall be made upon Early Settlement of any Purchase Contract on account of any Purchase Contract Adjustment Payments accumulated accrued on such Purchase Contract or on account of any 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 Equity Security Units or Stripped Equity Security Units, as the case may be, at or Securities prior to or at 5:00 p.m., p.m. (New York City time, ) on a Business Day, such day shall be the "Early Settlement DateEARLY SETTLEMENT DATE" with respect to such Equity Security Units or Stripped Equity Security Units, as the case may be, Securities and if such requirements are first satisfied after 5:00 p.m., p.m. (New York City time, ) on a Business Day or on a day that is not a Business Day, the "Early Settlement DateEARLY SETTLEMENT DATE" with respect to such Equity Security Units or Stripped Equity Security Units, as the case may be, Securities shall be the next succeeding Business DayDay (so long as such next succeeding Business Day is not later than the fifth Business Day immediately preceding the Purchase Contract Settlement Date). (b) No Early Settlement will be permitted under this Section 5.07 unless, at the time of delivery of the Election to Settle Early form or the time the Early Settlement is effected, there is an effective Registration Statement with respect to the shares of Common Stock to be issued and delivered in connection with such Early Settlement, if such a Registration Statement is 47 required (in the view of counsel, which need not be in the form of a written opinion, for either the Company or the Purchase Contract Agent) under the Securities Act. If such a Registration Statement is so required, the Treasury Portfolio or Company covenants and agrees to use its best efforts to (A) have in effect a Registration Statement covering the Tax Event Treasury Portfolio has replaced the Notes as a component shares of Common Stock to be delivered in respect of the Equity Security Units following Purchase Contracts being settled and (B) provide a Prospectus in connection therewith, in each case in a form that the occurrence of a successful remarketing of the Notes or a Tax Event Redemption Date, respectively, holders of Equity Security Units Purchase Contract Agent may effect use in connection with such Early Settlement only in multiples of Equity Security UnitsSettlement.

Early Settlement. (a) Subject to and upon compliance with the provisions of this Section 5.9509 at the option of the Holder thereof, any Purchase Contracts underlying Equity Security Units or Stripped Equity Security Units Securities having an aggregate Stated Amount equal to $1,000 _______ or an integral multiple thereof, may, at the option of the Holder thereof, thereof may be settled early ("Early Settlement") not later than 11:00 a.m. on the eleventh Business Day immediately preceding the Stock Purchase Date; provided, however, that no Holder may effect an Early Settlement during the period starting at 5:00 p.m., New York City time, on the fourth Business Day immediately preceding the first Business Day of any Remarketing Period and ending 9:00 a.m., New York City time, on the fourth Business Day immediately succeeding the third Business Day in such Remarketing Periodas 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 the related Equity Security Units or Stripped Equity Security Units, as the case may be, such Purchase Contracts shall deliver such Security Certificate to the Agent at the Corporate Trust Office Of flee 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 (Ai) the product of (iA) the Stated Amount of such Equity Security Units or Stripped Equity Security Units, as the case may be, multiplied by times (iiB) the number of Purchase Contracts with respect to which the Holder has elected to effect Early SettlementSettlement minus (ii) the aggregate amount of Contract Fees, if any, otherwise payable on or prior to the immediately preceding Payment Date deferred at the option of the Company pursuant to Section 503 and remaining unpaid as of such immediately preceding Payment Date plus (Biii) if such delivery is made with respect to any Purchase Contracts during the 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, Fees payable on such Payment Date with respect to such Purchase Contracts; provided that no payment shall be required pursuant to clause Contracts plus (By) of this sentence if the Company shall have elected to defer distributions on the Contract Adjustment Payments that would otherwise be related Pledged Securities payable on such Payment Date. Except as provided in the immediately preceding sentence and subject to the last paragraph of Section 5.2(d)502, no payment or adjustment shall be made upon Early Settlement of any Purchase Contract on account of any Contract Adjustment Payments accumulated 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 Equity Security Units or Stripped Equity Security Units, as the case may be, Securities at or prior to 5:00 p.m., New York City time, on a Business Day, such day shall be the "Early Settlement Date" with respect to such Equity Security Units or Stripped Equity Security Units, as the case may be, Securities and if such requirements are first satisfied after 5:00 p.m., New York City time, on a Business Day or on a day that is not a Business Day, the "Early Settlement Date" with respect to such Equity Security Units or Stripped Equity Security Units, as the case may be, Securities shall be the next succeeding Business Day. If the Treasury Portfolio or the Tax Event Treasury Portfolio has replaced the Notes as a component of the Equity Security Units following the occurrence of a successful remarketing of the Notes or a Tax Event Redemption Date, respectively, holders of Equity Security Units may effect Early Settlement only in multiples of Equity Security Units.

Early Settlement. (a) Subject to and upon compliance with the provisions of this Section 5.9, Purchase Contracts underlying Equity Security Units or Stripped Equity Security Units having an aggregate Stated Amount equal to $1,000 or an integral multiple thereof, may, at the option of the Holder thereof, Purchase Contracts underlying Securities may be settled early ("Early Settlement") not later than 11:00 a.m. in the case of Corporate PIES on or prior to the eleventh seventh Business Day immediately preceding the Stock Purchase Date; provided, however, that no Holder may effect an Early Contract Settlement during Date and in the period starting at 5:00 p.m., New York City time, case of Treasury PIES on or prior to the fourth second Business Day immediately preceding the first Business Day of any Remarketing Period and ending 9:00 a.m.Purchase Contract Settlement Date, New York City timein each case, on the fourth Business Day immediately succeeding the third Business Day in such Remarketing Periodas provided herein. In order to exercise the right to effect Early Settlement with respect to any Purchase Contracts, the Holder of the Certificate evidencing the related Equity Security Units or Stripped Equity Security Units, as the case may be, Securities shall deliver such Certificate 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 and accompanied by payment (payable to the Company in immediately available funds funds) in an amount (the "Early Settlement Amount") equal to to: (A1) the product of (iA) the Stated Amount of such Equity Security Units or Stripped Equity Security Units, as the case may be, multiplied by times (iiB) the number of Purchase Contracts with respect to which the Holder has elected to effect Early Settlement, plus plus (B2) if such delivery is made with respect to any Purchase Contracts during the 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, Payments 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 the last paragraph of Section 5.2(d)5.2, no payment or adjustment shall be made upon Early Settlement of any Purchase Contract on account of any Contract Adjustment Payments accumulated 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 Equity Security Units or Stripped Equity Security Units, as the case may be, Securities at or prior to 5:00 p.m., p.m. (New York City time, ) on a Business Day, such day shall be the "Early Settlement Date" with respect to such Equity Security Units or Stripped Equity Security Units, as the case may be, Securities and if such requirements are first satisfied after 5:00 p.m., p.m. (New York City time, ) on a Business Day or on a day that is not a Business Day, the "Early Settlement Date" with respect to such Equity Security Units or Stripped Equity Security Units, as the case may be, Securities shall be the next succeeding Business Day. If the Treasury Portfolio or the Tax Event Treasury Portfolio has replaced the Notes as a component of the Equity Security Units following the occurrence of a successful remarketing of the Notes or a Tax Event Redemption Date, respectively, holders of Equity Security Units may effect Early Settlement only in multiples of Equity Security Units.

Early Settlement. (a) Subject to and upon compliance with the provisions of this Section 5.9, Purchase Contracts underlying Equity Security Units or Stripped Equity Security Units having an aggregate Stated Amount equal to $1,000 or an integral multiple thereof, may5.10, at the option of the Holder thereof, be settled Purchase Contracts underlying Securities having an aggregate Stated Amount of $1,000 or integral multiples thereof may effect early settlement ("Early Settlement") not later than 11:00 a.m. on or prior to 5:00 p.m. (New York City time) on the eleventh fifth Business Day immediately preceding the Stock Purchase Contract Settlement Date; provided, however, that no Holder . Holders of Treasury Units may only effect an Early Settlement during of the period starting at 5:00 p.m.related Purchase Contracts in integral multiples of 20 Treasury Units, New York City timeand if a Tax Event Redemption or a Successful Remarketing has occurred and the Treasury Portfolio has become a component of the Corporate Units, on Purchase Contracts underlying the fourth Business Day immediately preceding the first Business Day Securities may only be settled in integral multiples of any Remarketing Period and ending 9:00 a.m., New York City time, on the fourth Business Day immediately succeeding the third Business Day in such Remarketing Period32,000 Corporate Units. In order to exercise the right to effect Early Settlement with respect to any Purchase Contracts, the Holder of the Certificate evidencing the related Equity Security Units or Stripped Equity Security Units, as the case may be, Securities shall deliver such Certificate to the Agent at the Corporate Trust Office duly endorsed for transfer to or at the Company or in blank with the form of New York Office an "Election to Settle Early Early" form (on the reverse thereof duly completed side of the Certificate) and any other documents requested by the Agent and accompanied by payment (payable to the Company in immediately available funds funds) in an amount (the "Early Settlement Amount") equal to (A) the product of (i) (A) the Stated Amount of such Equity Security Units or Stripped Equity Security Units, as the case may be, multiplied by times (iiB) the number of Purchase Contracts with respect to which the Holder has elected to effect Early Settlement, plus (Bii) if such delivery is made with respect to any Purchase Contracts during the 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, Payments 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)5.1 hereof, no payment or adjustment shall be made upon Early Settlement of any Purchase Contract on account of any Contract Adjustment Payments accumulated accrued on such Purchase Contract or on account of any 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 Equity Security Units or Stripped Equity Security Units, as the case may be, at or Securities prior to or at 5:00 p.m., p.m. (New York City time, ) on a Business Day, such day shall be the "Early Settlement Date" with respect to such Equity Security Units or Stripped Equity Security Units, as the case may be, Securities and if such requirements are first satisfied after 5:00 p.m., p.m. (New York City time, ) on a Business Day or on a day that is not a Business Day, the "Early Settlement Date" with respect to such Equity Security Units or Stripped Equity Security Units, as the case may be, Securities shall be the next succeeding Business DayDay (so long as such next succeeding Business Day is not later than the fifth Business Day immediately preceding the Purchase Contract Settlement Date). (b) No Early Settlement will be permitted under this Section 5.10 unless, at the time of delivery of the Election to Settle Early form or the time the Early Settlement is effected, there is an effective registration statement with respect to the shares of Common Stock 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 either the Company or the Agent) under the Securities Act. If such a registration statement is so required, the Treasury Portfolio or Company covenants and agrees to use its reasonable best efforts to (A) have in effect a registration statement covering the Tax Event Treasury Portfolio has replaced the Notes as a component shares of Common Stock to be delivered in respect of the Equity Security Units following Purchase Contracts being settled and (B) provide a prospectus in connection therewith, in each case in a form that the occurrence of a successful remarketing of the Notes or a Tax Event Redemption Date, respectively, holders of Equity Security Units Agent may effect use in connection with such Early Settlement only in multiples of Equity Security UnitsSettlement.

Early Settlement. (a) Subject to and upon compliance with the provisions of this Section 5.9, Purchase Contracts underlying Equity Security Units or Stripped Equity Security Units having an aggregate Stated Amount equal to $1,000 or an integral multiple thereof, may5.8, at the option of the Holder thereof, the Forward Purchase Contracts underlying the Securities may be settled early ("Early Settlement") not later than 11:00 in the case of Income PRIDES, on or prior to 10:00 a.m. (New York City time) on the eleventh seventh Business Day immediately preceding the Stock Forward Purchase Date; provided, however, that no Holder may effect an Early Contract Settlement during Date and in the period starting at 5:00 p.m., case of Growth PRIDES on or prior to 10:00 a.m. (New York City time), on the fourth second Business Day immediately preceding the first Business Day Forward Purchase Contract Settlement Date but in the case of any Remarketing Period and ending 9:00 a.m.Growth PRIDES only in integral multiples of 40 Forward Purchase Contracts. If a Special Event Redemption has occurred, New York City time, Holders of Income PRIDES may effect Early Settlement prior to or on the fourth second Business Day immediately succeeding preceding the third Business Day Forward Purchase Contract Settlement Date, but only in such Remarketing Period. multiples of [ ] Forward Purchase Contracts. (b) In order to exercise the right to effect Early Settlement with respect to any Forward Purchase Contracts, the Holder of the Certificate evidencing the related Equity Security Units or Stripped Equity Security Units, as the case may be, Securities shall deliver such Certificate to the Agent at the Corporate Trust Office duly endorsed for transfer to the Company or in blank together with the form of an Election to Settle Early form (on the reverse thereof side of the Certificate duly completed completed) or take the appropriate measures to effect early settlement by book-entry transfer and, in each case, deliver any other documents requested by the Agent and accompanied by payment (payable to the Company in immediately available funds funds) in an amount (the "Early Settlement Amount") equal to (A) the product of (ii)(A) the Stated Amount of such Equity Security Units or Stripped Equity Security Units, as the case may be, multiplied by times (iiB) the number of Forward Purchase Contracts with respect to which the Holder has elected to effect Early Settlement, plus (Bii) if such delivery is made with respect to any Forward Purchase Contracts during the 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, Payments payable on such Payment Date with respect to such Forward Purchase Contracts; provided that no payment shall be required pursuant to clause . (Bc) 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 paragraph and subject to Section 5.2(d5.12(c), no payment or adjustment shall be made upon Early Settlement of any Forward Purchase Contract on account of any Contract Adjustment Payments accumulated accrued on such Forward Purchase Contract or on account of any 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 Forward Purchase Contracts underlying any Equity Security Units or Stripped Equity Security Units, as the case may be, Securities at or prior to 5:00 p.m., p.m. (New York City time, ) on a Business Day, such day shall be the "Early Settlement Date" with respect to such Equity Security Units or Stripped Equity Security Units, as the case may be, Securities and if such requirements are first satisfied after 5:00 p.m., p.m. (New York City time, ) on a Business Day or on a day that is not a Business Day, the "Early Settlement Date" with respect to such Equity Security Units or Stripped Equity Security Units, as the case may be, Securities shall be the next succeeding Business Day. If Day (so long as such next succeeding Business Day is not later than the Treasury Portfolio or fifth Business Day immediately preceding the Tax Event Treasury Portfolio has replaced the Notes as a component of the Equity Security Units following the occurrence of a successful remarketing of the Notes or a Tax Event Redemption Forward Purchase Contract Settlement Date, respectively, holders of Equity Security Units may effect Early Settlement only in multiples of Equity Security Units).

Early Settlement. (a) Subject to and upon compliance with the provisions of this Section 5.9, at the option of the Holder thereof, Purchase Contracts underlying Equity Security Units or Stripped Equity Security Units Securities having an aggregate Stated Amount equal to $1,000 or an integral multiple thereof, may, at the option of the Holder thereof, thereof may be settled early ("Early Settlement") not later than 11:00 a.m. in the case of Income PRIDES (unless a Tax Event Redemption has occurred) on or prior to the eleventh fifth Business Day immediately preceding the Stock Purchase Date; provided, however, that no Holder may effect an Early Contract Settlement during Date and in the period starting at 5:00 p.m., New York City time, case of Growth PRIDES on or prior to the fourth second Business Day immediately preceding the first Business Day 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 any Remarketing Period and ending 9:00 a.m.the Income PRIDES, New York City time, Purchase Contracts underlying Income PRIDES may be settled early on or prior to the fourth second Business Day immediately succeeding preceding the third Business Day Purchase Contract Settlement Date, but only in such Remarketing Periodan 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 Certificate evidencing the related Equity Security Units or Stripped Equity Security Units, as the case may be, 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 Company) in immediately available funds in an amount (the "Early Settlement Amount") equal to (Ai) the product of (iA) the Stated Amount of such Equity Security Units or Stripped Equity Security Units, as the case may be, multiplied by times (iiB) the number of Purchase Contracts with respect to which the Holder has elected to effect Early Settlement, Settlement plus (Bii) if such delivery is made with respect to any Purchase Contracts during the 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 (Bii) of this sentence if the Company shall have elected to defer the Contract Adjustment Payments that 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(d)5.2, no payment or adjustment shall be made upon Early Settlement of any Purchase Contract on account of any Contract Adjustment Payments accumulated 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 Equity Security Units or Stripped Equity Security Units, as the case may be, at or prior to 5:00 p.m., New York City time, on a Business Day, such day shall be the "Early Settlement Date" with respect to such Equity Security Units or Stripped Equity Security Units, as the case may be, and if such requirements are first satisfied after 5:00 p.m., New York City time, on a Business Day or on a day that is not a Business Day, the "Early Settlement Date" with respect to such Equity Security Units or Stripped Equity Security Units, as the case may be, shall be the next succeeding Business Day. If the Treasury Portfolio or the Tax Event Treasury Portfolio has replaced the Notes as a component of the Equity Security Units following the occurrence of a successful remarketing of the Notes or a Tax Event Redemption Date, respectively, holders of Equity Security Units may effect Early Settlement only in multiples of Equity Security Units.the

Early Settlement. (a) Subject to and upon compliance with the provisions of this Section 5.9, Purchase Contracts underlying Equity Security Units or Stripped Equity Security Units having an aggregate Stated Amount equal to $1,000 or an integral multiple thereof, may, at the option of the Holder thereof, Purchase Contracts underlying Securities may be settled early ("Early SettlementEARLY SETTLEMENT") not later than 11:00 a.m. on or prior to 5:00 p.m. (New York City time) on the eleventh seventh Business Day immediately preceding the Stock Purchase Contract Settlement Date; provided, however, that no Holder . Holders of Treasury PEPS Units may effect an Early Settlement during only settle the period starting at 5:00 p.m., New York City time, on the fourth Business Day immediately preceding the first Business Day related Purchase Contracts in integral multiples of any Remarketing Period and ending 9:00 a.m., New York City time, on the fourth Business Day immediately succeeding the third Business Day in such Remarketing Period[40] Purchase Contracts. In order to exercise the right to effect Early Settlement with respect to any Purchase Contracts, the Holder of the Certificate evidencing the related Equity Security Units or Stripped Equity Security Units, as the case may be, Securities shall deliver such Certificate to the Purchase Contract Agent at the Corporate Trust Office duly endorsed for transfer to the Company or in blank with the form of an Election to Settle Early form (on the reverse thereof duly completed 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 funds) in an amount (the "Early Settlement AmountEARLY SETTLEMENT AMOUNT") equal to to: (Ai) the product of (iA) the Stated Amount of such Equity Security Units or Stripped Equity Security Units, as the case may be, multiplied by times (iiB) the number of Purchase Contracts with respect to which the Holder has elected to effect Early Settlement, plus plus (Bii) if such delivery is made with respect to any Purchase Contracts during the 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 Adjustment Payments, if any, Payments payable on such Payment Date with respect to such Purchase Contracts; provided that no payment shall be required pursuant to clause Contracts plus (By) in the case of this sentence if a PEPS Units Certificate, the Company shall have elected to defer distributions on the Contract Adjustment Payments that would otherwise be related Preferred Securities or Senior Deferrable Notes payable on such Payment Date. Except as provided in the immediately preceding sentence and subject to the penultimate paragraph of Section 5.2(d)5.2, no payment or adjustment shall be made upon Early Settlement of any Purchase Contract on account of any Purchase Contract Adjustment Payments accumulated 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 Equity Security Units or Stripped Equity Security Units, as the case may be, at or Securities prior to or at 5:00 p.m., p.m. (New York City time, ) on a Business Day, such day shall be the "Early Settlement DateEARLY SETTLEMENT DATE" with respect to such Equity Security Units or Stripped Equity Security Units, as the case may be, Securities and if such requirements are first satisfied after 5:00 p.m., p.m. (New York City time, ) on a Business Day or on a day that is not a Business Day, the "Early Settlement DateEARLY SETTLEMENT DATE" with respect to such Equity Security Units or Stripped Equity Security Units, as the case may be, Securities shall be the next succeeding Business Day. If the Treasury Portfolio or the Tax Event Treasury Portfolio has replaced the Notes as a component of the Equity Security Units following the occurrence of a successful remarketing of the Notes or a Tax Event Redemption Date, respectively, holders of Equity Security Units may effect Early Settlement only in multiples of Equity Security Units.

Early Settlement. (a) Subject to and upon compliance with the provisions of this Section 5.95.09 and unless a Tax Event Redemption or a Successful Initial Remarketing has occurred, at the option of the Holder thereof, Purchase Contracts underlying Equity Security Units or Stripped Equity Security Units Securities having an aggregate Stated Amount equal to $1,000 or an integral multiple thereof, may, at the option of the Holder thereof, thereof may be settled early ("Early SettlementEARLY SETTLEMENT") not later than 11:00 a.m. in the case of Corporate Units on or prior to the eleventh fifth Business Day immediately preceding the Stock Purchase Date; provided, however, that no Holder may effect an Early Contract Settlement during Date and in the period starting at 5:00 p.m., New York City time, case of Treasury Units on or prior to the fourth second Business Day immediately preceding the first Business Day of any Remarketing Period and ending 9:00 a.m.Purchase Contract Settlement Date, New York City timein each case, on the fourth Business Day immediately succeeding the third Business Day in such Remarketing Periodas provided herein. In order to exercise the right to effect Early Settlement with respect to any Purchase Contracts, the Holder of the Certificate evidencing the related Equity Security Units or Stripped Equity Security Units, as the case may be, 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 Company) in immediately available funds in an amount (the "Early Settlement AmountEARLY SETTLEMENT AMOUNT") equal to (A) the product of (i) the Stated Amount of such Equity Security Units or Stripped Equity Security Units, as the case may be, multiplied by 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 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 No payment or adjustment shall be made upon Early Settlement of any Purchase Contract on any Contract Adjustment Payments accumulated 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 Equity Security Units or Stripped Equity Security Units, as the case may be, Securities at or prior to 5:00 p.m., New York City time, on a Business Day, such day shall be the "Early Settlement DateEARLY SETTLEMENT DATE " with respect to such Equity Security Units or Stripped Equity Security Units, as the case may be, Securities and if such requirements are first satisfied after 5:00 p.m., New York City time, on a Business Day or on a day that is not a Business Day, the "Early Settlement DateEARLY SETTLEMENT DATE" with respect to such Equity Security Units or Stripped Equity Security Units, as the case may be, Securities shall be the next succeeding Business Day. If the Treasury Portfolio or the Tax Event Treasury Portfolio has replaced the Notes as a component of the Equity Security Units following the occurrence of a successful remarketing of the Notes or a Tax Event Redemption Date, respectively, holders of Equity Security Units may effect Early Settlement only in multiples of Equity Security Units.

Early Settlement. (a) Subject to and upon compliance with the provisions of this Section 5.9, at the option of the Holder thereof, Purchase Contracts underlying Equity Security Units or Stripped Equity Security Units Securities having an aggregate Stated Amount equal to $1,000 or an integral multiple thereof, may, at the option of the Holder thereof, thereof may be settled early ("Early Settlement") not later than 11:00 a.m. in the case of Corporate Units (unless a Tax Event Redemption or a Successful Initial Remarketing has occurred) on or prior to the eleventh fifth Business Day immediately preceding the Stock Purchase Date; provided, however, that no Holder may effect an Early Contract Settlement during Date and in the period starting at 5:00 p.m., New York City time, case of Treasury Units on or prior to the fourth second Business Day immediately preceding the first Business Day Purchase Contract Settlement Date, in each case, as provided herein; provided however, that if a Tax Event Redemption or a Successful Initial Remarketing has occurred and the Treasury Portfolio has become a component of any Remarketing Period and ending 9:00 a.m.the Corporate Units, New York City time, Purchase Contracts underlying Corporate Units may be settled early on or prior to the fourth second Business Day immediately succeeding preceding the third Business Day Purchase Contract Settlement Date, but only in such Remarketing Periodan aggregate amount of ____ Corporate Units 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 the related Equity Security Units or Stripped Equity Security Units, as the case may be, 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 Company) in immediately available funds in an amount (the "Early Settlement Amount") equal to (Ai) the product of (iA) the Stated Amount of such Equity Security Units or Stripped Equity Security Units, as the case may be, multiplied by times (iiB) the number of Purchase Contracts with respect to which the Holder has elected to effect Early Settlement, Settlement plus (Bii) if such delivery is made with respect to any Purchase Contracts during the 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 (Bii) of this sentence if the Company shall have elected to defer the Contract Adjustment Payments that which would otherwise be 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(d)5.2, no payment or adjustment shall be made upon Early Settlement of any Purchase Contract on account of any Contract Adjustment Payments accumulated accrued on such Purchase Contract or on account of any dividends on the Common Stock issued upon such Early SettlementSettlement or on account of any Deferred Contract Adjustment Payments. If the foregoing requirements are first satisfied with respect to Purchase Contracts underlying any Equity Security Units or Stripped Equity Security Units, as the case may be, Securities at or prior to 5:00 p.m., New York City time, on a Business Day, such day shall be the "Early Settlement Date" with respect to such Equity Security Units or Stripped Equity Security Units, as the case may be, Securities and if such requirements are first satisfied after 5:00 p.m., New York City time, on a Business Day or on a day that is not a Business Day, the "Early Settlement Date" with respect to such Equity Security Units or Stripped Equity Security Units, as the case may be, Securities shall be the next succeeding Business Day. If the Treasury Portfolio or the Tax Event Treasury Portfolio has replaced the Notes as a component of the Equity Security Units following the occurrence of a successful remarketing of the Notes or a Tax Event Redemption Date, respectively, holders of Equity Security Units may effect Early Settlement only in multiples of Equity Security Units.

Early Settlement. (a) Subject to and upon compliance with the provisions of this Section 5.9, Purchase Contracts underlying Equity Security Units or Stripped Equity Security Units having an aggregate Stated Amount equal to $1,000 or an integral multiple thereof, may5.09, at the option of the Holder thereof, Warrants underlying Securities may be settled early ("Early SettlementEARLY SETTLEMENT") not later than 11:00 a.m. in the case of Equity Units (unless a Tax Event Redemption or a Successful Initial Remarketing has occurred) on or prior to 5:00 p.m. (New York City time) on the eleventh fifth Business Day immediately preceding the Stock Purchase Warrant Settlement Date; provided, however, that no Holder may effect an Early Settlement during and in the period starting at 5:00 p.m., New York City time, case of Treasury Equity Units on or prior to the fourth second Business Day immediately preceding the first Business Day Warrant Settlement Date, in each case, as provided herein; provided however, that if a Tax Event Redemption or a Successful Initial Remarketing has occurred and the Treasury Portfolio has become a component of any Remarketing Period and ending 9:00 a.m.the Equity Units, New York City time, on Warrants underlying such Equity Units may not be settled early. Holders of Treasury Equity Units may only settle the fourth Business Day immediately succeeding the third Business Day related Warrants in such Remarketing Periodintegral multiples of 40 Warrants. In order to exercise the right to effect Early Settlement with respect to any Purchase ContractsWarrants, the Holder of the Certificate evidencing the related Equity Security Units or Stripped Equity Security Units, as the case may be, Securities shall deliver such Certificate to the Warrant Agent at the Corporate Trust Office duly endorsed for transfer to the Company or in blank with the form of an Election to Settle Early form (on the reverse thereof duly completed side of the Certificate) and any other documents requested by the Warrant Agent and accompanied by payment (payable to the Company in immediately available funds funds) in an amount (the "Early Settlement AmountEARLY SETTLEMENT AMOUNT") equal to (Ai) the product of (ia) the Stated Amount of such Equity Security Units or Stripped Equity Security Units, as the case may be, multiplied by times (iib) the number of Purchase Contracts Warrants 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 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 accumulated 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 Warrants underlying any Equity Security Units or Stripped Equity Security Units, as the case may be, at or Securities prior to or at 5:00 p.m., p.m. (New York City time, ) on a Business Day, such day shall be the "Early Settlement DateEARLY SETTLEMENT DATE" with respect to such Equity Security Units or Stripped Equity Security Units, as the case may be, Securities and if such requirements are first satisfied after 5:00 p.m., p.m. (New York City time, ) on a Business Day or on a day that is not a Business Day, the "Early Settlement DateEARLY SETTLEMENT DATE" with respect to such Equity Security Units or Stripped Equity Security Units, as the case may be, Securities shall be the next succeeding Business Day. If the Treasury Portfolio or the Tax Event Treasury Portfolio has replaced the Notes as a component of the Equity Security Units following the occurrence of a successful remarketing of the Notes or a Tax Event Redemption Date, respectively, holders of Equity Security Units may effect Early Settlement only in multiples of Equity Security Units.

Early Settlement. (a) Subject to and upon compliance with the provisions of this Section 5.95.7, Purchase Contracts underlying Equity Security Units or Stripped Equity Security Units having an aggregate Stated Amount equal to $1,000 or an integral multiple thereof, thereof may, at the option of the Holder thereof, be settled early ("Early Settlement") not later than 11:00 a.m. on or prior to the eleventh seventh Business Day immediately preceding December 16, 2004 or any Subsequent Remarketing Date; provided however, that if a Tax Event Redemption has occurred and the Treasury Consideration has become a component of the Normal Units, Purchase Contracts underlying Normal Units may be settled early, on or prior to the second Business Day immediately preceding the Stock Purchase Date; provided, however, that no Holder may effect but only in an Early Settlement during the period starting at 5:00 p.m., New York City time, on the fourth Business Day immediately preceding the first Business Day aggregate amount of any Remarketing Period and ending 9:00 a.m., New York City time, on the fourth Business Day immediately succeeding the third Business Day $1,000 or in such Remarketing Periodan 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 the related Equity Security Units or Stripped Equity Security Units, as the case may be, 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 (ia) the Stated Amount of such Equity Security Units or Stripped Equity Security Units, as the case may be, multiplied by times (iib) 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 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 No payment or adjustment shall be made upon Early Settlement of any Purchase Contract on any Contract Adjustment Payments accumulated 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 Equity Security Units or Stripped Equity Security Units, as the case may be, Unit at or prior to 5:00 p.m., New York City time, on a Business Day, such day shall be the "Early Settlement Date" with respect to such Equity Security Units or Stripped Equity Security Units, as the case may be, Unit and if such requirements are first satisfied after 5:00 p.m., New York City time, on a Business Day or on a day that is not a Business Day, the "Early Settlement Date" with respect to such Equity Security Units or Stripped Equity Security Units, as the case may be, shall be the next succeeding Business Day. If the Treasury Portfolio or the Tax Event Treasury Portfolio has replaced the Notes as a component of the Equity Security Units following the occurrence of a successful remarketing of the Notes or a Tax Event Redemption Date, respectively, holders of Equity Security Units may effect Early Settlement only in multiples of Equity Security Units.

Early Settlement. (a) Subject to and upon compliance with the provisions of this Section 5.9, Purchase Contracts underlying Equity Security Units or Stripped Equity Security Units having an aggregate Stated Amount equal to $1,000 or an integral multiple thereof, may5.08, at the option of the Holder thereof, Purchase Contracts underlying Securities may be settled early ("“Early Settlement"”) not later than 11:00 a.m. in the case of New PEPS Units on or prior to 5:00 p.m. (New York City time) on the eleventh seventh Business Day immediately preceding the Stock Purchase Contract Settlement Date; provided, however, that no Holder may effect an Early Settlement during and in the period starting at case of Treasury Units on or prior to 5:00 p.m., p.m. (New York City time, ) on the fourth second Business Day immediately preceding the first Business Day Purchase Contract Settlement Date, in each case, as provided herein. Holders of any Remarketing Period and ending 9:00 a.m., Treasury Units or New York City time, on PEPS Units may only settle the fourth Business Day immediately succeeding the third Business Day related Purchase Contracts in such Remarketing Periodintegral multiples of 40 Purchase Contracts. In order to exercise the right to effect Early Settlement with respect to any Purchase Contracts, the Holder of the Certificate evidencing the related Equity Security Units or Stripped Equity Security Units, as the case may be, Securities shall deliver such Certificate to the Purchase Contract Agent at the Corporate Trust Office duly endorsed for transfer to the Company or in blank with the form of an Election to Settle Early form (on the reverse thereof duly completed 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 funds) in an amount (the "“Early Settlement Amount"”) equal to (Ai) the product of (ia) the Stated Amount of such Equity Security Units or Stripped Equity Security Units, as the case may be, multiplied by times (iib) the number of Purchase Contracts with respect to which the Holder has elected to effect Early Settlement, plus (Bii) if such delivery is made with respect to any Purchase Contracts during the 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, Payments 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 sentence, and subject to the second to last paragraph of Section 5.2(d5.02.A(a), no payment or adjustment shall be made upon Early Settlement of any Purchase Contract on account of any Contract Adjustment Payments accumulated 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 Equity Security Units or Stripped Equity Security Units, as the case may be, at or Securities prior to or at 5:00 p.m., p.m. (New York City time, ) on a Business Day, such day shall be the "“Early Settlement Date" ” with respect to such Equity Security Units or Stripped Equity Security Units, as the case may be, Securities and if such requirements are first satisfied after 5:00 p.m., p.m. (New York City time, ) on a Business Day or on a day that is not a Business Day, the "“Early Settlement Date" ” with respect to such Equity Security Units or Stripped Equity Security Units, as the case may be, Securities shall be the next succeeding Business Day. If the Treasury Portfolio or the Tax Event Treasury Portfolio has replaced the Notes as a component of the Equity Security Units following the occurrence of a successful remarketing of the Notes or a Tax Event Redemption Date, respectively, holders of Equity Security Units may effect Early Settlement only in multiples of Equity Security Units.

Early Settlement. (a) Subject to and upon compliance with the provisions of this Section 5.9, at the option of the Holder thereof, Purchase Contracts underlying Equity Security Units or Stripped Equity Security Units Securities, having an aggregate Stated Amount equal to $1,000 or an integral multiple thereof, may, at the option of the Holder thereof, may be settled early ("Early Settlement") not later than 11:00 a.m. in the case of Income PRIDES (unless a Tax Event Redemption has occurred) on or prior to the eleventh fifth Business Day immediately preceding the Stock Purchase Contract Settlement Date, as provided herein; provided, provided however, that no Holder 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 effect an Early Settlement during the period starting at 5:00 p.m., New York City timebe settled early, on or prior to the fourth second Business Day immediately preceding the first Business Day Purchase Contract Settlement Date, but only in an aggregate amount of any Remarketing Period and ending 9:00 a.m., New York City time, on the fourth Business Day immediately succeeding the third Business Day $400,000 or in such Remarketing Periodan 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 the related Equity Security Units or Stripped Equity Security Units, as the case may be, 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 (Ai) the product of (iA) the Stated Amount of such Equity Security Units or Stripped Equity Security Units, as the case may be, multiplied by times (iiB) the number of Purchase Contracts with respect to which the Holder has elected to effect Early Settlement, Settlement plus (Bii) if such delivery is made with respect to any Purchase Contracts during the 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; provided that no payment shall be required pursuant to clause Contracts plus (By) in the case of this sentence if Income PRIDES Certificate, the Company shall have elected to defer distributions on the Contract Adjustment Payments that would otherwise be 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(d)5.2, no payment or adjustment shall be made upon Early Settlement of any Purchase Contract on any Contract Adjustment Payments accumulated 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 Equity Security Units or Stripped Equity Security Units, as the case may be, at or prior to 5:00 p.m., New York City time, on a Business Day, such day shall be the "Early Settlement Date" with respect to such Equity Security Units or Stripped Equity Security Units, as the case may be, and if such requirements are first satisfied after 5:00 p.m., New York City time, on a Business Day or on a day that is not a Business Day, the "Early Settlement Date" with respect to such Equity Security Units or Stripped Equity Security Units, as the case may be, shall be the next succeeding Business Day. If the Treasury Portfolio or the Tax Event Treasury Portfolio has replaced the Notes as a component of the Equity Security Units following the occurrence of a successful remarketing of the Notes or a Tax Event Redemption Date, respectively, holders of Equity Security Units may effect Early Settlement only in multiples of Equity Security Units.or

Early Settlement. (a) Subject to and upon compliance with the provisions of this Section 5.95.7, Forward Purchase Contracts underlying Equity Security Units or Stripped Equity Security Units 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") not later than 11:00 on or prior to 10:00 a.m. on the eleventh seventh Business Day immediately preceding the Scheduled Stock Purchase Date; providedDate (or, however, that no Holder may effect an Early Settlement during the period starting at 5:00 p.m., New York City timeif earlier, on the fourth fifth Business Day immediately preceding the first Business Day of any Remarketing Period and ending 9:00 a.m., New York City time, on the fourth Business Day immediately succeeding the third Business Day in such Remarketing PeriodAccelerated Stock Purchase Date). In order to exercise the right to effect Early Settlement with respect to any Forward Purchase Contracts, the Holder of the Certificate evidencing the related Equity Security Units or Stripped Equity Security Units, as the case may be, DECS 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 Equity Security Units or Stripped Equity Security Units, as the case may be, DECS multiplied by (ii) the number of Forward Purchase Contracts with respect to which the Holder has elected to effect Early Settlement; provided that, plus (B) at that time, if such delivery so required by the United States federal securities laws, a registration statement is made with in effect and a prospectus is available covering the shares of the Common Stock of the Company to be delivered in respect to any of the Forward Purchase Contracts during the 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 Datebeing settled. Except as provided in the immediately preceding sentence and subject to Section 5.2(d), no No payment or adjustment shall be made upon Early Settlement of any Forward Purchase Contract on any Contract Adjustment Payments accumulated 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 Forward Purchase Contracts underlying any Equity Security Units or Stripped Equity Security Units, as the case may be, DECS at or prior to 5:00 p.m., New York City time, on a Business Day, such day shall be the "Early Settlement Date" with respect to such Equity Security Units or Stripped Equity Security Units, as the case may be, DECS and if such requirements are first satisfied after 5:00 p.m., New York City time, on a Business Day or on a day that is not a Business Day, the "Early Settlement Date" with respect to such Equity Security Units or Stripped Equity Security Units, as the case may be, DECS shall be the next succeeding Business Day. If the Treasury Portfolio or the Tax Event Treasury Portfolio has replaced the Notes as a component of the Equity Security Units following the occurrence of a successful remarketing of the Notes or a Tax Event Redemption Date, respectively, holders of Equity Security Units may effect Early Settlement only in multiples of Equity Security Units.

Early Settlement. (a) Subject to and upon compliance with the provisions of this Section 5.9, at the option of the Holder thereof, Purchase Contracts underlying Equity Security Units or Stripped Equity Security Units Securities, having an aggregate Stated Amount equal to $2,000 or an integral multiple thereof prior to the First Purchase Contract Settlement Date, or $1,000 or an integral multiple thereofthereof after the First Purchase Contract Settlement Date but prior to the Second Purchase Contract Settlement Date, may, at the option of the Holder thereof, may be settled early ("Early Settlement") in the case of Income PRIDES (unless a Tax Event Redemption has occurred), on any day that does not later than 11:00 a.m. occur during a Substitution Blackout on or prior to the eleventh fifth Business Day immediately preceding the Stock applicable Purchase Contract Settlement Date and in the case of Growth PRIDES on or prior to the second Business Day immediately preceding each Purchase Contract Settlement Date, in each case, as provided herein; provided, provided however, that no Holder 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 effect an Early Settlement during the period starting at 5:00 p.m., New York City timebe settled early, on or prior to the fourth second Business Day immediately preceding the first Business Day Purchase Contract Settlement Date, but only in an aggregate amount of any Remarketing Period and ending 9:00 a.m., New York City time, on $80,000,000 or in an integral multiple thereof prior to the fourth Business Day immediately succeeding First Purchase Contract Settlement Date or in an aggregate amount of $40,000,000 or in an integral multiple thereof after the third Business Day in such Remarketing PeriodFirst Purchase Contract Settlement Date but prior to the Second Purchase Contract Settlement 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 Equity Security Units or Stripped Equity Security Units, as the case may be, 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 sum of (ii)(A) the Stated Amount of such Equity Security Units or Stripped Equity Security Units, as the case may be, multiplied by (ii) $50 times the number of Purchase Contracts with respect being settled if settled on or prior to which the Holder has elected to effect Early Settlement, plus fifth Business Day immediately preceding the First Purchase Contract Settlement Date or (B) $25 times the number of Purchase Contracts being settled if settled between the First Purchase Contract Settlement Date and the fifth Business Day immediately preceding the Second Purchase Contract Settlement Date, plus, in either case, (ii) if such delivery is made with respect to any Purchase Contracts during the 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, Payments payable on such Payment Date with respect to such Purchase Contracts; provided that no Contracts plus (y) in the case of Income PRIDES, the payment shall be required pursuant to clause (B) of this sentence if interest on the Company shall have elected to defer the Contract Adjustment Payments that would otherwise be 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(d)5.2, no payment or adjustment shall be made upon Early Settlement of any Purchase Contract on account of any Contract Adjustment Payments accumulated 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 Equity Security Units or Stripped Equity Security Units, as the case may be, Securities at or prior to 5:00 p.m., New York City time, on a Business Day, such day shall be the "Early Settlement Date" with respect to such Equity Security Units or Stripped Equity Security Units, as the case may be, Securities and if such requirements are first satisfied after 5:00 p.m., New York City time, on a Business Day or on a day that is not a Business Day, the "Early Settlement Date" with respect to such Equity Security Units or Stripped Equity Security Units, as the case may be, Securities shall be the next succeeding Business Day. If the Treasury Portfolio or the Tax Event Treasury Portfolio has replaced the Notes as a component of the Equity Security Units following the occurrence of a successful remarketing of the Notes or a Tax Event Redemption Date, respectively, holders of Equity Security Units may effect Early Settlement only in multiples of Equity Security Units.

Early Settlement. (a) Subject to and upon compliance with the provisions of this Section 5.9, Purchase Contracts underlying Equity Security Units or Stripped Equity Security Units having an aggregate Stated Amount equal to $1,000 or an integral multiple thereof, may, at the option of the Holder thereof, Purchase Contracts underlying Securities may be settled early (an "Early Settlement") not later than 11:00 a.m. in the case of Corporate SPUS on or prior to the eleventh seventh Business Day immediately preceding the Stock Purchase Date; provided, however, that no Holder may effect an Early Contract Settlement during Date and in the period starting at 5:00 p.m., New York City time, case of Treasury SPUS on or prior to the fourth second Business Day immediately preceding the first Business Day of any Remarketing Period and ending 9:00 a.m.Purchase Contract Settlement Date, New York City timein each case, on the fourth Business Day immediately succeeding the third Business Day in such Remarketing Periodas provided herein. In order to exercise the right to effect Early Settlement with respect to any Purchase Contracts, the Holder of the Certificate evidencing the related Equity Security Units or Stripped Equity Security Units, as the case may be, 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 funds) in an amount (the "Early Settlement Amount") equal to to: (Ai) the product of (iA) the Stated Amount of such Equity Security Units or Stripped Equity Security Units, as the case may be, multiplied by times (iiB) the number of Purchase Contracts with respect to which the Holder has elected to effect Early Settlement, plus plus (Bii) if such delivery is made with respect to any Purchase Contracts during the 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, Payments payable on such Payment Date with respect to such Purchase Contracts; provided that no payment shall be required pursuant to clause Contracts plus (By) in the case of this sentence if a Corporate SPUS Certificate, the Company shall have elected to defer distributions on the Contract Adjustment Payments that would otherwise be 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(d)5.2, no payment or adjustment shall be made upon Early Settlement of any Purchase Contract on account of any Contract Adjustment Payments accumulated 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 Equity Security Units or Stripped Equity Security Units, as the case may be, at or Securities prior to or at 5:00 p.m., p.m. (New York City time, ) on a Business Day, such day shall be the "Early Settlement Date" with respect to such Equity Security Units or Stripped Equity Security Units, as the case may be, Securities and if such requirements are first satisfied after 5:00 p.m., p.m. (New York City time, ) on a Business Day or on a day that is not a Business Day, the "Early Settlement Date" with respect to such Equity Security Units or Stripped Equity Security Units, as the case may be, Securities shall be the next succeeding Business Day. If the Treasury Portfolio or the Tax Event Treasury Portfolio has replaced the Notes as a component of the Equity Security Units following the occurrence of a successful remarketing of the Notes or a Tax Event Redemption Date, respectively, holders of Equity Security Units may effect Early Settlement only in multiples of Equity Security Units.

Early Settlement. (a) Subject to and upon compliance with the provisions of this Section 5.95.10, at any time Forward Purchase Contracts underlying Equity Security Units or Stripped Equity Security Units Securities having an aggregate Stated Amount equal to $1,000 or an integral multiple thereof, may, at the option of the Holder thereof, thereof may be settled early ("Early Settlement") not later than 11:00 a.m. on at the eleventh Business Day immediately preceding option of the Stock Purchase DateHolder thereof; provided, provided however, that no Holder if a Tax Event Redemption or a Successful Initial Remarketing has occurred and the Treasury Portfolio has become a component of the Upper DECS, Forward Purchase Contracts underlying Upper DECS may effect be settled early but only in an Early Settlement during aggregate amount of 32,000 Upper DECS or another integral multiple such that the period starting at 5:00 p.m., New York City time, on the fourth Business Day immediately preceding the first Business Day Treasury Securities to be deposited and those to be released are in integral multiples of any Remarketing Period and ending 9:00 a.m., New York City time, on the fourth Business Day immediately succeeding the third Business Day in such Remarketing Period$1,000. In order to exercise the right to effect Early Settlement with respect to any Forward Purchase Contracts, the Holder of the Certificate evidencing the related Equity Security Units or Stripped Equity Security Units, as the case may be, 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 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 of such Equity Security Units or Stripped Equity Security Units, as the case may be, multiplied by times (ii) the number of Forward 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 Forward Purchase Contracts during the 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 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 that which would otherwise be 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(d)5.2, no payment or adjustment shall be made upon Early Settlement of any Forward Purchase Contract on any Contract Adjustment Payments accumulated accrued on such Forward Purchase Contract or on account of any dividends on the Common Stock issued upon such Early SettlementSettlement or on account of any Deferred Contract Adjustment Payments. If the foregoing requirements are first satisfied with respect to Forward Purchase Contracts underlying any Equity Security Units or Stripped Equity Security Units, as the case may be, Securities at or prior to 5:00 p.m., New York City time, on a Business Day, such day shall be the "Early Settlement Date" with respect to such Equity Security Units or Stripped Equity Security Units, as the case may be, Securities and if such requirements are first satisfied after 5:00 p.m., New York City time, on a Business Day or on a day that is not a Business Day, the "Early Settlement Date" with respect to such Equity Security Units or Stripped Equity Security Units, as the case may be, Securities shall be the next succeeding Business Day. If the Treasury Portfolio or the Tax Event Treasury Portfolio has replaced the Notes as a component of the Equity Security Units following the occurrence of a successful remarketing of the Notes or a Tax Event Redemption Date, respectively, holders of Equity Security Units may effect Early Settlement only in multiples of Equity Security Units.

Early Settlement. (a) Subject to and upon compliance with the provisions of this Section 5.9, Purchase Contracts underlying Equity Security Units or Stripped Equity Security Units having an aggregate Stated Amount equal to $1,000 or an integral multiple thereof, may, at the option of the Holder thereof, Purchase Contracts underlying Securities may be settled early ("Early Settlement") not later than 11:00 a.m. on the eleventh Business Day immediately preceding the Stock Purchase Date; provided, however, that no Holder may effect an Early Settlement during the period starting at or prior to 5:00 p.m., p.m. (New York City time, ) on the fourth Business Day immediately preceding the first Business Day of any Remarketing Period and ending 9:00 a.m.Election Date, New York City time, on the fourth Business Day immediately succeeding the third Business Day in such Remarketing Periodas provided herein. In order to exercise the right to effect Early Settlement with respect to any Purchase Contracts, the Holder of the Certificate evidencing the related Equity Security Units or Stripped Equity Security Units, as the case may be, Securities shall deliver such Certificate 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 and accompanied by payment (payable to the Company in immediately available funds funds) in an amount (the "Early Settlement Amount") equal to to: (A1) the product of (iA) the Stated Amount of such Equity Security Units or Stripped Equity Security Units, as the case may be, multiplied by times (iiB) the number of Purchase Contracts with respect to which the Holder has elected to effect Early Settlement, plus plus (B2) if such delivery is made with respect to any Purchase Contracts during the 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, Payments 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 the last paragraph of Section 5.2(d)5.2, no payment or adjustment shall be made upon Early Settlement of any Purchase Contract on account of any Contract Adjustment Payments accumulated 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 Equity Security Units or Stripped Equity Security Units, as the case may be, Securities at or prior to 5:00 p.m., p.m. (New York City time, ) on a Business Day, such day shall be the "Early Settlement Date" with respect to such Equity Security Units or Stripped Equity Security Units, as the case may be, Securities and if such requirements are first satisfied after 5:00 p.m., p.m. (New York City time, ) on a Business Day or on a day that is not a Business Day, the "Early Settlement Date" with respect to such Equity Security Units or Stripped Equity Security Units, as the case may be, Securities shall be the next succeeding Business Day. If Upon the Treasury Portfolio or receipt of such Certificate and Early Settlement Amount from the Tax Event Treasury Portfolio has replaced Holder, the Notes as a component Purchase Contract Agent shall pay to the Company such Early Settlement 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 Equity Security Units following Pledge Agreement, notify the occurrence Collateral Agent that (A) such Holder has elected to effect an Early Settlement, which notice shall set forth the number of a successful remarketing of the Notes or a Tax Event Redemption Date, respectively, holders of Equity Security Units may 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 only in multiples of Equity Security UnitsAmount 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 5.9, Purchase Contracts underlying Equity Security Units or Stripped Equity Security Units having an aggregate Stated Amount equal to $1,000 or an integral multiple thereof, may5.10, at the option of the Holder thereof, be settled early Purchase Contracts underlying Securities may effect Early Settlement on or prior to 5:00 p.m. ("Early Settlement"New York City time) not later than 11:00 a.m. on the eleventh fifth Business Day immediately preceding the Stock Purchase Contract Settlement Date; provided, however, that no Holder . Holders of Growth PRIDES may only effect an Early Settlement during of the period starting at 5:00 p.m., New York City time, on the fourth Business Day immediately preceding the first Business Day related Purchase Contracts in integral multiples of any Remarketing Period and ending 9:00 a.m., New York City time, on the fourth Business Day immediately succeeding the third Business Day in such Remarketing Period40 Growth PRIDES. In order to exercise the right to effect Early Settlement with respect to any Purchase Contracts, the Holder of the Certificate evidencing the related Equity Security Units or Stripped Equity Security Units, as the case may be, Securities shall deliver such Certificate to the Purchase Contract Agent at the Corporate Trust Office duly endorsed for transfer to the Company or in blank with the form of an "Election to Settle Early Early" form (on the reverse thereof duly completed 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 funds) in an amount (the "Early Settlement Amount") equal to (A) the product of (i) (A) the Stated Amount of such Equity Security Units or Stripped Equity Security Units, as the case may be, multiplied by times (iiB) the number of Purchase Contracts with respect to which the Holder has elected to effect Early Settlement, plus (Bii) if such delivery is made with respect to any Purchase Contracts during the 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, if any, Payments 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)5.1 hereof, no payment or adjustment shall be made upon Early Settlement of any Purchase Contract on account of any Purchase Contract Adjustment Payments accumulated accrued on such Purchase Contract or on account of any 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 Equity Security Units or Stripped Equity Security Units, as the case may be, at or Securities prior to or at 5:00 p.m., p.m. (New York City time, ) on a Business Day, such day shall be the "Early Settlement Date" with respect to such Equity Security Units or Stripped Equity Security Units, as the case may be, Securities and if such requirements are first satisfied after 5:00 p.m., p.m. (New York City time, ) on a Business Day or on a day that is not a Business Day, the "Early Settlement Date" with respect to such Equity Security Units or Stripped Equity Security Units, as the case may be, Securities shall be the next succeeding Business DayDay (so long as such next succeeding Business Day is not later than the fifth Business Day immediately preceding the Purchase Contract Settlement Date). (b) No Early Settlement will be permitted under this Section 5.10 unless, at the time of delivery of the Election to Settle Early form or the time the Early Settlement is effected, there is an effective Registration Statement with respect to the shares of Common Stock 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 either the Company or the Purchase Contract Agent) under the Securities Act. If such a Registration Statement is so required, the Treasury Portfolio or Company covenants and agrees to use its best efforts to (A) have in effect a Registration Statement covering the Tax Event Treasury Portfolio has replaced the Notes as a component shares of Common Stock to be delivered in respect of the Equity Security Units following Purchase Contracts being settled and (B) provide a Prospectus in connection therewith, in each case in a form that the occurrence of a successful remarketing of the Notes or a Tax Event Redemption Date, respectively, holders of Equity Security Units Purchase Contract Agent may effect use in connection with such Early Settlement only in multiples of Equity Security UnitsSettlement.