Common use of Initial Remarketing Clause in Contracts

Initial Remarketing. The Collateral Agent shall, by 10:00 a.m., New York City time, on the fourth Business Day immediately preceding [the Initial Reset Date], without any instruction from any Holder of Corporate Units, present the related Pledged Debentures to the Remarketing Agent for remarketing. Upon receiving such Pledged Debentures, the Remarketing Agent, pursuant to the terms of the Remarketing Agreement and the Supplemental Remarketing Agreement, will use its reasonable efforts to remarket such Pledged Debentures on such date at a price of approximately ____% (but not less than ___%) of the Treasury Portfolio Purchase Price, plus accrued and unpaid interest, if any, on the Pledged Debentures. After deducting as the Remarketing Fee an amount not exceeding __ basis points (.__%) of the Treasury Portfolio Purchase Price from any amount of such Proceeds in excess of the sum of (i) the Treasury Portfolio Purchase Price and (ii) the amount of accrued and unpaid interest, if any, on the Pledged Debentures, the Remarketing Agent will remit the entire amount of the Proceeds of such remarketing to the Collateral Agent on or prior to 12:00 p.m., New York City time on [the Initial Reset Date]. In the event the Collateral Agent receives such Proceeds, the Collateral Agent will, at the written direction of the Company, apply an amount equal to the Treasury Portfolio Purchase Price to purchase from the Quotation Agent the Treasury Portfolio and remit the remaining portion of such Proceeds, if any, to the Purchase Contract Agent for payment to the Holders of Corporate Units. The Collateral Agent shall Transfer the Treasury Portfolio to the Collateral Account to secure the obligation of all Holders of Corporate Units to purchase Common Stock of the Company under the Purchase Contracts constituting a part of such Corporate Units, in substitution for the Pledged Debentures. Thereafter the Collateral Agent shall have such security interests, rights and obligations with respect to the Treasury Portfolio as it had in respect of the Pledged Debentures as provided in Articles II, III, IV, V and VI, and any reference herein to the Pledged Debentures shall be deemed to be a reference to such Treasury Portfolio, and any reference herein to interest on the Pledged Debentures shall be deemed to be a reference to distributions on such Treasury Portfolio.

Initial Remarketing. The Collateral Agent shall, by 10:00 a.m., New York City time, on the fourth Business Day immediately preceding [the Initial Reset Date], without any instruction from any Holder of Corporate Units, present the related Pledged Debentures Debt Securities to the Remarketing Agent for remarketing. Upon receiving such Pledged DebenturesDebt Securities, the Remarketing Agent, pursuant to the terms of the Remarketing Agreement and the Supplemental Remarketing Agreement, will use its reasonable efforts to remarket such Pledged Debentures Debt Securities on such date at a price of approximately ____100.5% (but not less than ___100%) of the Remarketing Treasury Portfolio Purchase Price, plus accrued and unpaid interest, if any, on the Pledged DebenturesDebt Securities. After deducting as the Remarketing Fee an amount not exceeding __ 25 basis points (.__%.25%) of the Remarketing Treasury Portfolio Purchase Price from any amount of such Proceeds in excess of the sum of (i) the Remarketing Treasury Portfolio Purchase Price and Price, plus (ii) the amount of accrued and unpaid interest, if any, on the Pledged DebenturesDebt Securities, the Remarketing Agent will remit the entire amount of the Proceeds of such remarketing to the Collateral Agent on or prior to 12:00 p.m., New York City time on [the Initial Reset Date]. In the event the Collateral Agent receives such Proceeds, the Collateral Agent will, at the written direction of the Company, apply an amount equal to the Remarketing Treasury Portfolio Purchase Price to purchase from the Quotation Agent the Remarketing Treasury Portfolio and remit the remaining portion of such Proceeds, if any, to the Purchase Contract Agent for payment to the Holders of Corporate Units. The Collateral Agent shall Transfer the Remarketing Treasury Portfolio to the Collateral Account to secure the obligation of all Holders of Corporate Units to purchase Common Stock of the Company under the Purchase Contracts constituting a part of such Corporate Units, in substitution for the Pledged DebenturesDebt Securities. Thereafter the Collateral Agent shall have such security interests, rights and obligations with respect to the Remarketing Treasury Portfolio as it had in respect of the Pledged Debentures Debt Securities as provided in Articles II, III, IV, V and VIVI hereof, and any reference herein to the Pledged Debentures Debt Securities shall be deemed to be a reference to such Remarketing Treasury Portfolio, and any reference herein to interest on the Pledged Debentures Debt Securities shall be deemed to be a reference to distributions on such Remarketing Treasury Portfolio.

Initial Remarketing. The Collateral Agent shall, by 10:00 a.m., New York City time, on the fourth Business Day immediately preceding [the Initial Reset any proposed Remarketing Date], without any instruction from any Holder of Corporate UnitsIncome PRIDES, present the related Pledged Debentures Senior Notes to the Remarketing Agent for remarketingremarketing pursuant to the Remarketing Agreement. Upon receiving such Pledged DebenturesSenior Notes, the Remarketing Agent, pursuant to the terms of the Remarketing Agreement and the Supplemental Remarketing Agreement, will use its reasonable efforts to remarket such Pledged Debentures on Senior Notes. If such date at a price of approximately ____% (but not less than ___%) of the Treasury Portfolio Purchase Priceremarketing is successful, plus accrued and unpaid interest, if any, on the Pledged Debentures. After after deducting as the Remarketing Fee an amount not exceeding __ basis points (.__%) of the Treasury Portfolio Purchase Price from any amount of such Proceeds in excess of the sum of (i) the Treasury Portfolio Purchase Price and (ii) the amount of aggregate Value, plus such accrued and unpaid interest, if any, interest on the remarketed Pledged DebenturesSenior Notes, the Remarketing Agent will remit the entire amount of the Proceeds of such remarketing to the Collateral Agent on or prior to 12:00 p.m., New York City time on [the Initial Reset Remarketing Date], by check or wire transfer in immediately available funds to the Collateral Account or such other account and at such account as may be designated by the Collateral Agent in exchange for the Pledged Senior Notes. In the event the Collateral Agent receives such Proceeds, the Collateral Agent will, at the written direction of the Company, apply an amount equal to the Treasury Portfolio Purchase Price to purchase from the Quotation Agent the Treasury Portfolio Interests and promptly remit the remaining portion of such Proceeds, if any, to the Purchase Contract Agent for payment to the Holders of Corporate UnitsIncome PRIDES. The Collateral Agent shall Transfer the Treasury Portfolio Interests to the Collateral Account to secure the obligation of all Holders of Corporate Units Income PRIDES to purchase Common Stock of the Company under the Purchase Contracts constituting a part of such Corporate UnitsIncome PRIDES, in substitution for the Pledged DebenturesSenior Notes. Thereafter the Collateral Agent shall have such security interests, rights and obligations with respect to the Treasury Portfolio Interests as it had in respect of the Pledged Debentures Senior Notes as provided in Articles II, III, IV, V and VIherein, and any reference herein to the Pledged Debentures Senior Notes shall be deemed to be a reference to such Treasury PortfolioPortfolio Interests, and any reference herein to interest on the Pledged Debentures Senior Notes shall be deemed to be a reference to distributions on such Portfolio Interests. During any period greater than one Business Day between the receipt of such Proceeds from a Initial Remarketing and the payment of all or a portion thereof to the Quotation Agent for the purchase of the Treasury Portfolio, as provided above, the Collateral Agent (i) shall promptly invest any such Cash in Permitted Investments. Upon receipt of the proceeds upon the maturity of such Permitted Investments on the date of the purchase of the Treasury Portfolio as described above, the Collateral Agent shall pay such proceeds (and deliver any certified or cashiers’ checks received and any funds so wired) in an amount equal to the purchase price of the Treasury Portfolio to the Quotation Agent and (ii) shall distribute any funds in respect of the interest earned from the Permitted Investments to the Purchase Contract Agent for payment to the relevant Holders.

Initial Remarketing. The Collateral Agent shall, by 10:00 a.m., New York City time, on the fourth Business Day immediately preceding [the Initial Reset Date]May 17, 2004, without any instruction from any Holder of Corporate UnitsUpper DECS, present the related Pledged Debentures Notes to the Remarketing Agent for remarketing. Upon receiving such Pledged DebenturesNotes, the Remarketing Agent, pursuant to the terms of the Remarketing Agreement and the Supplemental Remarketing Agreement, will use its reasonable efforts to remarket such Pledged Debentures Notes on such date at a price of approximately ____100.5% (but not less than ___100%) of the Treasury Portfolio Purchase Price, plus accrued and unpaid interest, if any, on the Pledged Debentures. After deducting as the Remarketing Fee an amount not exceeding __ 25 basis points (.__%.25%) of the Treasury Portfolio Purchase Price from any amount of such Proceeds in excess of the sum of (i) the Treasury Portfolio Purchase Price and (ii) the amount of accrued and unpaid interest, if any, on the Pledged DebenturesPrice, the Remarketing Agent will remit the entire amount of the Proceeds of such remarketing to the Collateral Agent on or prior to 12:00 p.m., New York City time on [May 17, 2004, by wire transfer in immediately available funds at such place and at such account as may be designated by the Initial Reset Date]Collateral Agent in exchange for the Pledged Notes. In the event the Collateral Agent receives such Proceeds, the Collateral Agent will, at the written direction of the Company, apply an amount equal to the Treasury Portfolio Purchase Price to purchase from the Quotation Agent the Treasury Portfolio and promptly remit the remaining portion of such Proceeds, if any, Proceeds to the Forward Purchase Contract Agent for payment to the Holders of Corporate UnitsUpper DECS. The Collateral Agent shall Transfer the Treasury Portfolio to the Collateral Account to secure the obligation of all Holders of Corporate Units Upper DECS to purchase Common Stock of the Company under the Forward Purchase Contracts constituting a part of such Corporate UnitsUpper DECS, in substitution for the Pledged DebenturesNotes. Thereafter the Collateral Agent shall have such security interests, rights and obligations with respect to the Treasury Portfolio as it had in respect of the Pledged Debentures Notes as provided in Articles II, III, IV, V and VI, and any reference herein to the Pledged Debentures Notes shall be deemed to be a reference to such Treasury Portfolio, and any reference herein to interest on the Pledged Debentures Notes shall be deemed to be a reference to distributions on such Treasury Portfolio.

Initial Remarketing. The Collateral Agent shall, by 10:00 a.m., New York City time, on the fourth Business Day immediately preceding [the Initial Reset Date]May 17, 2004, without any instruction from any Holder of Corporate Units, present the related Pledged Debentures Notes to the Remarketing Agent for remarketing. Upon receiving such Pledged DebenturesNotes, the Remarketing Agent, pursuant to the terms of the Remarketing Agreement and the Supplemental Remarketing Agreement, will use its commercially reasonable best efforts to remarket such Pledged Debentures Notes on such date at a price of approximately ____100.25% (but not less than ___100%) of the Treasury Portfolio Purchase Price, plus accrued and unpaid interest, if any, on the Pledged Debentures. After deducting as the Remarketing Fee an amount not exceeding __ 25 basis points (.__%.25%) of the Treasury Portfolio Purchase Price from any amount of such Proceeds in excess of the sum of (i) the Treasury Portfolio Purchase Price and (ii) the amount of accrued and unpaid interest, if any, on the Pledged DebenturesPrice, the Remarketing Agent will remit the entire amount of the Proceeds of such remarketing to the Collateral Agent on or prior to 12:00 p.m., New York City time on [time, by check or wire transfer in immediately available funds at such place and at such account as may be designated by the Initial Reset Date]Collateral Agent in exchange for the Pledged Notes. In the event the Collateral Agent receives such Proceeds, the Collateral Agent will, at the written direction of the Company, apply an amount equal to the Treasury Portfolio Purchase Price to purchase from the Quotation Agent the Treasury Portfolio and promptly remit the remaining portion of such Proceeds, if any, Proceeds to the Purchase Contract Agent for payment to the Holders of Corporate Units. The Collateral Agent shall Transfer the Treasury Portfolio to the Collateral Account to secure the obligation of all Holders of Corporate Units to purchase Common Stock of the Company under the Purchase Contracts constituting a part of such Corporate Units, in substitution for the Pledged DebenturesNotes. Thereafter the Collateral Agent shall have such security interests, rights and obligations with respect to the Treasury Portfolio as it had in respect of the Pledged Debentures Notes as provided in Articles II, III, IV, V and VI, and any reference herein to the Pledged Debentures Notes shall be deemed to be a reference to such Treasury Portfolio, and any reference herein to interest on the Pledged Debentures Notes shall be deemed to be a reference to distributions on such Treasury Portfolio.

Initial Remarketing. The Collateral Agent shall, by 10:00 a.m., New York City time, on the fourth Business Day immediately preceding [the Initial Reset Date]May 17, 2004, without any instruction from any Holder of Corporate UnitsIncome PRIDES, present the related Pledged Debentures Notes to the Remarketing Agent for remarketing. Upon receiving such Pledged DebenturesNotes, the Remarketing Agent, pursuant to the terms of the Remarketing Agreement and the Supplemental Remarketing Agreement, will use its reasonable efforts to remarket such Pledged Debentures Notes on such date at a price of approximately ____100.5% (but not less than ___100%) of the Treasury Portfolio Purchase Price, plus accrued and unpaid interest, if any, on the Pledged Debentures. After deducting as the Remarketing Fee an amount not exceeding __ 25 basis points (.__%.25%) of the Treasury Portfolio Purchase Price from any amount of such Proceeds in excess of the sum of (i) the Treasury Portfolio Purchase Price and (ii) the amount of accrued and unpaid interest, if any, on the Pledged DebenturesPrice, the Remarketing Agent will remit the entire amount of the Proceeds of such remarketing to the Collateral Agent on or prior to 12:00 p.m., New York City time on [May 17, 2004, by check or wire transfer in immediately available funds at such place and at such account as may be designated by the Initial Reset Date]Collateral Agent in exchange for the Pledged Notes. In the event the Collateral Agent receives such Proceeds, the Collateral Agent will, at the written direction of the Company, apply an amount equal to the Treasury Portfolio Purchase Price to purchase from the Quotation Agent the Treasury Portfolio and promptly remit the remaining portion of such Proceeds, if any, Proceeds to the Purchase Contract Agent for payment to the Holders of Corporate UnitsIncome PRIDES. The Collateral Agent shall Transfer the Treasury Portfolio to the Collateral Account to secure the obligation of all Holders of Corporate Units Income PRIDES to purchase Common Stock of the Company under the Purchase Contracts constituting a part of such Corporate UnitsIncome PRIDES, in substitution for the Pledged DebenturesNotes. Thereafter the Collateral Agent shall have such security interests, rights and obligations with respect to the Treasury Portfolio as it had in respect of the Pledged Debentures Notes as provided in Articles II, III, IV, V and VI, and any reference herein to the Pledged Debentures Notes shall be deemed to be a reference to such Treasury Portfolio, and any reference herein to interest on the Pledged Debentures Notes shall be deemed to be a reference to distributions on such Treasury Portfolio.

Initial Remarketing. The Collateral Agent shall, by 10:00 a.m., New York City time, on the fourth Business Day immediately preceding [the Initial Reset Date]November 16, 2004, without any instruction from any Holder of Corporate Units, present the related Pledged Debentures to the Remarketing Agent for remarketing. Upon receiving such Pledged Debentures, the Remarketing Agent, pursuant to the terms of the Remarketing Agreement and the Supplemental Remarketing Agreement, will use its reasonable efforts to remarket such Pledged Debentures on such date at a price of approximately ____100.5% (but not less than ___100%) of the Treasury Portfolio Purchase Price, plus accrued and unpaid interest, if any, on the Pledged Debenturesthereon. After deducting as the Remarketing Fee an amount not exceeding __ 25 basis points (.__%.25%) of the Treasury Portfolio Purchase Price from any amount of such Proceeds in excess of the sum of (i) the Treasury Portfolio Purchase Price and (ii) the amount of accrued and unpaid interest, if any, on the Pledged DebenturesPrice, the Remarketing Agent will remit the entire amount of the Proceeds of such remarketing to the Collateral Agent on or prior to 12:00 p.m., New York City time on [the Initial Reset Date]November 16, 2004. In the event the Collateral Agent receives such Proceeds, the Collateral Agent will, at the written direction of the Company, apply an amount equal to the Treasury Portfolio Purchase Price to purchase from the Quotation Agent the Treasury Portfolio and remit the remaining portion of such Proceeds, if any, to the Purchase Contract Agent for payment to the Holders of Corporate Units. The Collateral Agent shall Transfer the Treasury Portfolio to the Collateral Account to secure the obligation of all Holders of Corporate Units to purchase Common Stock of the Company under the Purchase Contracts constituting a part of such Corporate Units, in substitution for the Pledged Debentures. Thereafter the Collateral Agent shall have such security interests, rights and obligations with respect to the Treasury Portfolio as it had in respect of the Pledged Debentures as provided in Articles II, III, IV, V and VI, and any reference herein to the Pledged Debentures shall be deemed to be a reference to such Treasury Portfolio, and any reference herein to interest on the Pledged Debentures shall be deemed to be a reference to distributions on such Treasury Portfolio. SECTION 6.4 Substitutions Whenever a Holder has the right to substitute Treasury Securities, Debentures or the appropriate Applicable Ownership Interest in the Treasury Portfolio, as the case may be, for Collateral held by the Collateral Agent, such substitution shall not constitute a novation of the security interest created hereby. ARTICLE VII.

Initial Remarketing. The Collateral Unless a Tax Event Redemption has occurred, the Company shall engage a nationally recognized investment bank (the "Remarketing Agent") pursuant to the Remarketing Agreement to sell the Notes (the "Initial Remarketing") on the third Business Day immediately preceding August 17, 2004 (the "Initial Remarketing Date"). In order to facilitate the remarketing, the Agent shallshall notify, by 10:00 a.m., New York City time, on the fourth Business Day immediately preceding [the Initial Reset Remarketing Date], without any instruction from any Holder of Corporate Units, present the related Pledged Debentures to the Remarketing Agent for remarketingof the aggregate principal amount of Notes to be remarketed. Upon receiving such Pledged DebenturesConcurrently, the Remarketing Collateral Agent, pursuant to the terms of the Remarketing Agreement and the Supplemental Remarketing Pledge Agreement, will present for remarketing such Notes to the Remarketing Agent. Upon receipt of such notice from the Agent and such Notes from the Collateral Agent, the Remarketing Agent will, on the Initial Remarketing Date, use its reasonable efforts to remarket such Pledged Debentures Notes on such date at a price of approximately ____100.5% (but not less than ___100%) of the Treasury Portfolio Purchase Price, plus accrued and unpaid interest, if any, on the Pledged Debentures. After deducting as If the Remarketing Fee Agent is able to remarket the Notes at a price equal to or greater than 100% of the Treasury Portfolio Purchase Price (a "Successful Initial Remarketing"), the portion of the proceeds from such Successful Initial Remarketing equal to the Treasury Portfolio Purchase Price will be applied to purchase the Treasury Portfolio. In addition, the Remarketing Agent may deduct as a remarketing fee ("Remarketing Fee") an amount not exceeding __ equal to 25 basis points (.__%0.25%) of the Treasury Portfolio Purchase Price from any amount of such Proceeds proceeds in excess of the sum Treasury Portfolio Purchase Price. Any proceeds in excess of (i) those required to pay the Treasury Portfolio Purchase Price and (ii) the amount of accrued and unpaid interest, if any, on the Pledged Debentures, the Remarketing Agent Fee will remit the entire amount of the Proceeds of such remarketing be remitted to the Collateral Agent on or prior to 12:00 p.m., New York City time on [the Initial Reset Date]. In the event the Collateral Agent receives such Proceeds, the Collateral Agent will, at the written direction of the Company, apply an amount equal to the Treasury Portfolio Purchase Price to purchase from the Quotation Agent the Treasury Portfolio and remit the remaining portion of such Proceeds, if any, to the Purchase Contract Agent for payment to the Holders of Corporate Unitsthe related Income PRIDES. Income PRIDES Holders whose Notes are so remarketed will not otherwise be responsible for the payment of any Remarketing Fee in connection therewith. The Collateral Agent shall Transfer the Treasury Portfolio will be substituted for the Notes of Holders of Income PRIDES and will be pledged to the Collateral Account Agent to secure the Income PRIDES Holders' obligation to pay the Purchase Price for the Common Stock under the related Purchase Contracts on the Purchase Contract Settlement Date. Following the occurrence of all a Successful Initial Remarketing, the Holders of Corporate Units to purchase Common Stock of the Company under the Purchase Contracts constituting a part of such Corporate Units, in substitution for the Pledged Debentures. Thereafter Income PRIDES and the Collateral Agent shall have such security interests, rights and obligations with respect to the Treasury Portfolio as it the Holder of Income PRIDES and the Collateral Agent had in respect of the Pledged Debentures Notes, as the case may be, subject to the Pledge thereof as provided in Articles IISections 2, III3, IV4, V 5 and VI6 of the Pledge Agreement, and any reference herein or in the Certificates to the Pledged Debentures Notes shall be deemed to be a reference to such Treasury Portfolio, Portfolio and any reference herein or in the Certificates to interest on the Pledged Debentures Notes shall be deemed to be a reference to corresponding distributions on such the Treasury Portfolio. The Company may cause to be made in any Income PRIDES Certificates thereafter to be issued such change in phraseology and form (but not in substance) as may be appropriate to reflect the substitution of the Treasury Portfolio for Notes as collateral. If, in spite of using its reasonable efforts, the Remarketing Agent cannot remarket the related Notes (other than to the Company) of such Holders of Income PRIDES at a price not less than 100% of the Treasury Portfolio Purchase Price, the remarketing will be deemed to have failed (a "Failed Initial Remarketing"). The Company will cause a notice of a Failed Initial Remarketing to be published on the second Business Day immediately preceding August 17, 2004 in a daily newspaper in the English language of general circulation in The City of New York, which is expected to be The Wall Street Journal.

Initial Remarketing. The Collateral Agent shall, by 10:00 11:00 a.m., New York City time, on the fourth Business Day immediately preceding [the Initial Reset Date][ ] , 2004, without any instruction from any Holder of Corporate Units, present the related Pledged Debentures Senior Notes to the Remarketing Agent for remarketing. Upon receiving such Pledged DebenturesSenior Notes, the Remarketing Agent, pursuant to the terms of the Remarketing Agreement and the Supplemental Remarketing Agreement, will use its reasonable efforts to remarket such Pledged Debentures Senior Notes on such date the Initial Remarketing Date at a price of approximately ____100.5% (but not less than ___100%) of the Treasury Portfolio Purchase Price, plus accrued and unpaid interest, if any, on the Pledged Debentures. After deducting as the Remarketing Fee an amount not exceeding __ 25 basis points (.__%.25%) of the Treasury Portfolio Purchase Price from any amount of such Proceeds in excess of the sum of (i) the Treasury Portfolio Purchase Price and (ii) the amount of accrued and unpaid interest, if any, on the Pledged DebenturesPrice, the Remarketing Agent will remit the entire amount of the Proceeds of such remarketing to the Collateral Agent on or prior to 12:00 p.m., New York City time on [time, by check or wire transfer in immediately available funds at such place and at such account as may be designated by the Initial Reset Date]Collateral Agent in exchange for the Pledged Senior Notes. In the event the Collateral Agent receives such Proceeds, the Collateral Agent will, at the written direction of the Company, apply an amount equal to the Treasury Portfolio Purchase Price to purchase from the Quotation Agent the Treasury Portfolio and promptly remit the remaining portion of such Proceeds, if any, Proceeds to the Purchase Contract Agent for payment to the Holders of Corporate Units. The Collateral Agent shall Transfer the Treasury Portfolio to the Collateral Account to secure the obligation of all Holders of Corporate Units to purchase Common Stock of the Company under the Purchase Contracts constituting a part of such Corporate Units, in substitution for the Pledged DebenturesSenior Notes. Thereafter the Collateral Agent shall have such security interests, rights and obligations with respect to the Treasury Portfolio as it had in respect of the Pledged Debentures Senior Notes as provided in Articles II2, III3, IV4, V 5 and VI6, and any reference herein to the Pledged Debentures Senior Notes shall be deemed to be a reference to such Treasury Portfolio, and any reference herein to interest on the Pledged Debentures Senior Notes shall be deemed to be a reference to distributions on such Treasury Portfolio.

Initial Remarketing. The Collateral Unless a Tax Event Redemption has occurred, the Company shall engage a nationally recognized investment bank (the "Remarketing Agent") pursuant to the Remarketing Agreement to sell the Debentures of Corporate Unit Holders (the "Initial Remarketing") on the third Business Day immediately preceding _______________, 2003 (the "Initial Remarketing Date"). In order to facilitate the remarketing, the Agent shallshall notify, by 10:00 a.m., New York City time, on the fourth Business Day immediately preceding [the Initial Reset Remarketing Date], without any instruction from any Holder of Corporate Units, present the related Pledged Debentures to the Remarketing Agent for remarketingof the aggregate principal amount of Debentures to be remarketed. Upon receiving such Pledged DebenturesConcurrently, the Remarketing Collateral Agent, pursuant to the terms of the Remarketing Agreement and the Supplemental Remarketing Pledge Agreement, will present for remarketing such Debentures to the Remarketing Agent. Upon receipt of such notice from the Agent and such Debentures from the Collateral Agent, the Remarketing Agent will, on the Initial Remarketing Date, use its reasonable efforts to remarket such Pledged Debentures on such date at a price of approximately ____100.5% (but not less than ___100%) of the Treasury Portfolio Purchase Price, plus accrued and unpaid interest, if any, on the Pledged Debentures. After deducting as If the Remarketing Fee Agent is able to remarket the Debentures at a price equal to or greater than 100% of the Treasury Portfolio Purchase Price (a "Successful Initial Remarketing"), the portion of the proceeds from such Successful Initial Remarketing equal to the Treasury Portfolio Purchase Price will be applied to purchase the Treasury Portfolio. In addition, the Remarketing Agent may deduct as a remarketing fee ("Remarketing Fee") an amount not exceeding __ 25 basis points (.__%0.25%) of the Treasury Portfolio Purchase Price from any amount of such Proceeds proceeds in excess of the sum Treasury Portfolio Purchase Price. Any proceeds in excess of (i) those required to pay the Treasury Portfolio Purchase Price and (ii) the amount of accrued and unpaid interest, if any, on the Pledged Debentures, the Remarketing Agent Fee will remit the entire amount of the Proceeds of such remarketing be remitted to the Collateral Agent on or prior to 12:00 p.m., New York City time on [the Initial Reset Date]. In the event the Collateral Agent receives such Proceeds, the Collateral Agent will, at the written direction of the Company, apply an amount equal to the Treasury Portfolio Purchase Price to purchase from the Quotation Agent the Treasury Portfolio and remit the remaining portion of such Proceeds, if any, to the Purchase Contract Agent for payment to the Holders of the related Corporate Units. Corporate Units Holders whose Debentures are so remarketed will not otherwise be responsible for the payment of any Remarketing Fee in connection therewith. The Collateral Agent shall Transfer the Treasury Portfolio will be substituted for the Debentures of Corporate Unit Holders and will be pledged to the Collateral Account Agent to secure the Corporate Unit Holders' obligation to pay the Purchase Price for the Common Stock under the related Purchase Contracts on the Purchase Contract Settlement Date. Following the occurrence of all a Successful Initial Remarketing, the Holders of Corporate Units to purchase Common Stock of the Company under the Purchase Contracts constituting a part of such Corporate Units, in substitution for the Pledged Debentures. Thereafter and the Collateral Agent shall have such security interests, rights and obligations with respect to the Treasury Portfolio as it had in respect of the Pledged Debentures as provided in Articles II, III, IV, V and VI, and any reference herein to the Pledged Debentures shall be deemed to be a reference to such Treasury Portfolio, and any reference herein to interest on the Pledged Debentures shall be deemed to be a reference to distributions on such Treasury Portfolio.with

Initial Remarketing. The Collateral Agent shall, by 10:00 a.m., New York City time, on the fourth Business Day immediately preceding [the Initial Reset Date]May 17, 2004, without any instruction from any Holder of Corporate UnitsIncome PRIDES, present the related Pledged Debentures Notes to the Remarketing Agent for remarketing. Upon receiving such Pledged DebenturesNotes, the Remarketing Agent, pursuant to the terms of the Remarketing Agreement and the Supplemental Remarketing Agreement, will use its reasonable efforts to remarket such Pledged Debentures Notes on such date at a price of approximately ____100.5% (but not less than ___100%) of the Treasury Portfolio Purchase Price, plus accrued and unpaid interest, if any, on the Pledged Debentures. After deducting as the Remarketing Fee an amount not exceeding __ 25 basis points (.__%.25%) of the Treasury Portfolio Purchase Price from any amount of such Proceeds in excess of the sum of (i) the Treasury Portfolio Purchase Price and (ii) the amount of accrued and unpaid interest, if any, on the Pledged DebenturesPrice, the Remarketing Agent will remit the entire amount of the Proceeds of such remarketing to the Collateral Agent on or prior to 12:00 p.m., New York City time on [time, by check or wire transfer in immediately available funds at such place and at such account as may be designated by the Initial Reset Date]Collateral Agent in exchange for the Pledged Notes. In the event the Collateral Agent receives such Proceeds, the Collateral Agent will, at the written direction of the Company, apply an amount equal to the Treasury Portfolio Purchase Price to purchase from the Quotation Agent the Treasury Portfolio and promptly remit the remaining portion of such Proceeds, if any, Proceeds to the Purchase Contract Agent for payment to the Holders of Corporate UnitsIncome PRIDES. The Collateral Agent shall Transfer the Treasury Portfolio to the Collateral Account to secure the obligation of all Holders of Corporate Units Income PRIDES to purchase Common Stock of the Company under the Purchase Contracts constituting a part of such Corporate UnitsIncome PRIDES, in substitution for the Pledged DebenturesNotes. Thereafter the Collateral Agent shall have such security interests, rights and obligations with respect to the Treasury Portfolio as it had in respect of the Pledged Debentures Notes as provided in Articles II, III, IV, V and VI, and any reference herein to the Pledged Debentures Notes shall be deemed to be a reference to such Treasury Portfolio, and any reference herein to interest on the Pledged Debentures Notes shall be deemed to be a reference to distributions on such Treasury Portfolio.

Initial Remarketing. The Collateral Unless a Tax Event Redemption has occurred, the Company shall engage a nationally recognized investment bank (the “Remarketing Agent”) pursuant to the Remarketing Agreement to sell the Senior Notes on an Initial Remarketing Date selected by the Company (the “Initial Remarketing”). In order to facilitate the remarketing, the Agent shallshall notify, by 10:00 a.m., New York City time, on the fourth Business Day immediately preceding [the an Initial Reset Remarketing Date], without any instruction from any Holder of Corporate Units, present the related Pledged Debentures to the Remarketing Agent for remarketingof the aggregate principal amount of Senior Notes to be remarketed. Upon receiving such Pledged DebenturesConcurrently, the Remarketing Collateral Agent, pursuant to the terms of the Remarketing Agreement and the Supplemental Remarketing Pledge Agreement, will present for remarketing such Senior Notes to the Remarketing Agent. Upon receipt of such notice from the Agent and such Senior Notes from the Collateral Agent, the Remarketing Agent will, on an Initial Remarketing Date, use its reasonable efforts to remarket such Pledged Debentures Senior Notes on such date at a price of approximately ____100.25% (but not less than ___100%) of the Treasury Portfolio Purchase Price, Price plus accrued and unpaid interest, if any, on the Pledged Debentures. After deducting as the a remarketing fee (“Remarketing Fee Fee”) which shall be (i) an amount not exceeding __ equal to 25 basis points (.__%0.25%) of the aggregate principal amount of the remarketed Senior Notes if the remarketed Senior Notes mature on or prior to February 17, 2010 or (ii) such other amount as agreed between the Company and the Remarketing Agent if the maturity date of the Senior Notes is otherwise extended on the Reset Date to a date after February 17, 2010. If the Remarketing Agent is able to remarket the Senior Notes at a price equal to or greater than 100% of the Treasury Portfolio Purchase Price from any amount of such Proceeds in excess (a “Successful Initial Remarketing”), the portion of the sum of (i) the Treasury Portfolio Purchase Price and (ii) the amount of accrued and unpaid interest, if any, on the Pledged Debentures, the proceeds from such Successful Initial Remarketing Agent will remit the entire amount of the Proceeds of such remarketing to the Collateral Agent on or prior to 12:00 p.m., New York City time on [the Initial Reset Date]. In the event the Collateral Agent receives such Proceeds, the Collateral Agent will, at the written direction of the Company, apply an amount equal to the Treasury Portfolio Purchase Price will be applied to purchase from the Quotation Agent Treasury Portfolio. Any proceeds in excess of those required to pay the Treasury Portfolio Purchase Price and remit the remaining portion of such Proceeds, if any, Remarketing Fee will be remitted to the Purchase Contract Agent for payment to the Holders of Corporate Unitsthe related Income PRIDES. Income PRIDES Holders whose Senior Notes are so remarketed will not otherwise be responsible for the payment of any Remarketing Fee in connection therewith. The Collateral Agent shall Transfer the Treasury Portfolio will be substituted for the Senior Notes of Holders of Income PRIDES and will be pledged to the Collateral Account Agent to secure the Income PRIDES Holders’ obligation to pay the Purchase Price for the Common Stock under the related Purchase Contracts on the Purchase Contract Settlement Date. Following the occurrence of all a Successful Initial Remarketing, the Holders of Corporate Units to purchase Common Stock of the Company under the Purchase Contracts constituting a part of such Corporate Units, in substitution for the Pledged Debentures. Thereafter Income PRIDES and the Collateral Agent shall have such security interests, rights and obligations with respect to the Treasury Portfolio as it the Holder of Income PRIDES and the Collateral Agent had in respect of the Pledged Debentures Senior Notes, as the case may be, subject to the Pledge thereof as provided in Articles II, III, IV, V and VIthe Pledge Agreement, and any reference herein or in the Certificates to the Pledged Debentures Senior Notes shall be deemed to be a reference to such Treasury Portfolio, Portfolio and any reference herein or in the Certificates to interest on the Pledged Debentures Senior Notes shall be deemed to be a reference to corresponding distributions on such the Treasury Portfolio. The Company may cause to be made in any Income PRIDES Certificates thereafter to be issued such change in phraseology and form (but not in substance) as may be appropriate to reflect the substitution of the Treasury Portfolio for Senior Notes as collateral. If, (1) in spite of using its reasonable efforts, the Remarketing Agent cannot remarket the related Senior Notes (other than to the Company) of such Holders of Income PRIDES at a price not less than 100% of the Treasury Portfolio Purchase Price or (2) a remarketing has not occurred because a condition precedent to the remarketing has not been fulfilled, in each case, the remarketing will be deemed to have failed, the Senior Notes will continue to be a component of the Income PRIDES and another Initial Remarketing may be attempted according to the procedures set forth in this Section 5.3. If the Remarketing Agent has failed to remarket the Senior Notes on up to five separate dates prior to the fifth Business Day preceding the Purchase Contract Settlement Date, this shall be referred to as a “Failed Initial Remarketing”. The Company will cause a notice of a Failed Initial Remarketing to be published in an Authorized Newspaper.

Initial Remarketing. The Collateral Agent shall, by 10:00 a.m., New York City time, on the fourth Business Day immediately preceding [the Initial Reset Date]__________, 200_, without any instruction from any Holder of Corporate Units, present the related Pledged Debentures to the Remarketing Agent for remarketing. Upon receiving such Pledged Debentures, the Remarketing Agent, pursuant to the terms of the Remarketing Agreement and the Supplemental Remarketing Agreement, will use its reasonable efforts to remarket such Pledged Debentures on such date at a price of approximately ____% (but not less than ___%) of the Treasury Portfolio Purchase Price, plus accrued and unpaid interest, if any, on the Pledged Debenturesthereon. After deducting as the Remarketing Fee an amount not exceeding __ basis points (.__%) of the Treasury Portfolio Purchase Price from any amount of such Proceeds in excess of the sum of (i) the Treasury Portfolio Purchase Price and (ii) the amount of accrued and unpaid interest, if any, on the Pledged DebenturesPrice, the Remarketing Agent will remit the entire amount of the Proceeds of such remarketing to the Collateral Agent on or prior to 12:00 p.m., New York City time on [the Initial Reset Date]__________, 200_. In the event the Collateral Agent receives such Proceeds, the Collateral Agent will, at the written direction of the Company, apply an amount equal to the Treasury Portfolio Purchase Price to purchase from the Quotation Agent the Treasury Portfolio and remit the remaining portion of such Proceeds, if any, to the Purchase Contract Agent for payment to the Holders of Corporate Units. The Collateral Agent shall Transfer the Treasury Portfolio to the Collateral Account to secure the obligation of all Holders of Corporate Units to purchase Common Stock of the Company under the Purchase Contracts constituting a part of such Corporate Units, in substitution for the Pledged Debentures. Thereafter the Collateral Agent shall have such security interests, rights and obligations with respect to the Treasury Portfolio as it had in respect of the Pledged Debentures as provided in Articles II, III, IV, V and VI, and any reference herein to the Pledged Debentures shall be deemed to be a reference to such Treasury Portfolio, and any reference herein to interest on the Pledged Debentures shall be deemed to be a reference to distributions on such Treasury Portfolio.

Initial Remarketing. The Collateral Agent shall, by 10:00 a.m., New York City time, on the fourth Business Day immediately preceding [the Initial Reset Date]February 17, 2005, without any instruction from any Holder of Corporate Units, present the related Pledged Debentures Notes to the Remarketing Agent for remarketing. Upon receiving such Pledged DebenturesNotes, the Remarketing Agent, pursuant to the terms of the Remarketing Agreement and the Supplemental Remarketing Agreement, will use its reasonable efforts to remarket such Pledged Debentures Notes on such date at a price of approximately ____100.5% (but not less than ___100%) of the Treasury Portfolio Purchase Price, plus accrued and unpaid interest, if any, on the Pledged Debentures. After deducting as the Remarketing Fee an amount not exceeding __ 25 basis points (.__%.25%) of the Treasury Portfolio Purchase Price from any amount of such Proceeds in excess of the sum of (i) the Treasury Portfolio Purchase Price and (ii) the amount of accrued and unpaid interest, if any, on the Pledged DebenturesPrice, the Remarketing Agent will remit the entire amount of the Proceeds of such remarketing to the Collateral Agent on or prior to 12:00 p.m., New York City time on [February 17, 2005, by check or wire transfer in immediately available funds at such place and at such account as may be designated by the Initial Reset Date]Collateral Agent in exchange for the Pledged Notes. In the event the Collateral Agent receives such Proceeds, the Collateral Agent will, at the written direction of the Company, apply an amount equal to the Treasury Portfolio Purchase Price to purchase from the Quotation Agent the Treasury Portfolio and promptly remit the remaining portion of such Proceeds, if any, Proceeds to the Purchase Contract Agent for payment to the Holders of Corporate Units. The Collateral Agent shall Transfer the Treasury Portfolio to the Collateral Account to secure the obligation of all Holders of Corporate Units to purchase Common Stock of the Company under the Purchase Contracts constituting a part of such Corporate Units, in substitution for the Pledged DebenturesNotes. Thereafter the Collateral Agent shall have such security interests, rights and obligations with respect to the Treasury Portfolio as it had in respect of the Pledged Debentures Notes as provided in Articles II, III, IV, V and VI, and any reference herein to the Pledged Debentures Notes shall be deemed to be a reference to such Treasury Portfolio, and any reference herein to interest on the Pledged Debentures Notes shall be deemed to be a reference to distributions on such Treasury Portfolio.

Initial Remarketing. The Upon notice from the Company of the Initial Remarketing Date, the Collateral Agent shall, by 10:00 11:00 a.m., New York City time, on the fourth Business Day immediately preceding [the Initial Reset Remarketing Date], without any instruction from any Holder of Corporate Units, present the related Pledged Debentures Preferred Securities or Pledged Notes, as the case may be, to the Remarketing Agent for remarketing. Upon receiving such Pledged DebenturesPreferred Securities or Pledged Notes and any Separate Preferred Securities or Separate Notes duly presented for remarketing pursuant to Section 5.02(a)(i) of the Purchase Contract Agreement, the Remarketing Agent, pursuant to the terms of the Remarketing Agreement and the Supplemental Remarketing Agreement, will use its reasonable efforts to remarket such Pledged Debentures Preferred Securities or Notes on such date the Initial Remarketing Date at a price of approximately ____100.25% (but not less than ___100%) of the Treasury Portfolio Purchase Price, the Separate Preferred Securities or Notes Purchase Price, plus accrued deferred and unpaid distributions or interest, if any, on the Pledged DebenturesPreferred Securities or Notes. After deducting deduction as the Remarketing Fee of an amount not exceeding __ 25 basis points (.__%.25%) of the sum of the Treasury Portfolio Purchase Price, the Separate Preferred Securities or Notes Purchase Price and deferred and unpaid distributions or interest, if any, on the Preferred Securities or Notes from any amount of such Proceeds in excess of the sum of (i) the Treasury Portfolio Purchase Price Price, the Separate Preferred Securities or Notes Purchase Price, and (ii) the amount of accrued deferred and unpaid distributions or interest, if any, on the Pledged DebenturesPreferred Securities or Notes, the Remarketing Agent will remit the entire amount of the Proceeds of such remarketing Remarketing of the Pledged Securities or Pledged Notes to the Collateral Agent on or prior to 12:00 p.m., New York City time time, on [the Initial Reset Date]Date by check or wire transfer in immediately available funds at such place and at such account as may be designated by the Collateral Agent in exchange for the Pledged Preferred Securities or Pledged Notes. In the event the Collateral Agent receives such Proceeds, the Collateral Agent will, at the written direction of the Company, apply an amount equal to the Treasury Portfolio Purchase Price to purchase from the Quotation Agent the Treasury Portfolio and promptly remit the remaining portion of such Proceeds, if any, Proceeds to the Purchase Contract Agent for payment to the Holders of Corporate Units. The Collateral Agent shall Transfer the Treasury Portfolio to the Collateral Account to secure the obligation of all Holders of Corporate Units to purchase Common Stock of the Company under the Purchase Contracts constituting a part of such Corporate Units, in substitution for the Pledged Debentures. Thereafter Preferred Securities or Pledged Notes, which shall be released from the Collateral Agent shall have such security interests, rights and obligations with Account. With respect to the Treasury Portfolio as it had in respect Separate Preferred Securities or Notes, any proceeds of the Pledged Debentures as provided Initial Remarketing in Articles II, III, IV, V and VI, and any reference herein excess of the Remarketing Fee attributable to the Pledged Debentures Separate Preferred Securities or Notes will be remitted to the Custodial Agent for payment to the holders of Separate Preferred Securities or Notes. In the event of a Failed Initial Remarketing, the Preferred Securities or Notes presented to the Remarketing Agent pursuant to this Section 7.03 for Remarketing shall be deemed to be a reference to such Treasury Portfolio, and any reference herein to interest on redeposited into the Pledged Debentures shall be deemed to be a reference to distributions on such Treasury PortfolioCollateral Account.

Initial Remarketing. The Collateral Unless a Tax Event Redemption has occurred, the Company shall engage a nationally recognized investment bank (the "Remarketing Agent") pursuant to the Remarketing Agreement to sell the Notes (the "Initial Remarketing") on the third Business Day immediately preceding May 17, 2004 (the "Initial Remarketing Date"). In order to facilitate the remarketing, the Agent shallshall notify, by 10:00 a.m., New York City time, on the fourth Business Day immediately preceding [the Initial Reset Remarketing Date], without any instruction from any Holder of Corporate Units, present the related Pledged Debentures to the Remarketing Agent for remarketingof the aggregate principal amount of Notes to be remarketed. Upon receiving such Pledged DebenturesConcurrently, the Remarketing Collateral Agent, pursuant to the terms of the Remarketing Agreement and the Supplemental Remarketing Pledge Agreement, will present for remarketing such Notes to the Remarketing Agent. Upon receipt of such notice from the Agent and such Notes from the Collateral Agent, the Remarketing Agent will, on the Initial Remarketing Date, use its reasonable efforts to remarket such Pledged Debentures Notes on such date at a price of approximately ____100.5% (but not less than ___100%) of the Treasury Portfolio Purchase Price, plus accrued and unpaid interest, if any, on the Pledged Debentures. After deducting as If the Remarketing Fee Agent is able to remarket the Notes at a price equal to or greater than 100% of the Treasury Portfolio Purchase Price (a "Successful Initial Remarketing"), the portion of the proceeds from such Successful Initial Remarketing equal to the Treasury Portfolio Purchase Price will be applied to purchase the Treasury Portfolio. In addition, the Remarketing Agent may deduct as a remarketing fee ("Remarketing Fee") an amount not exceeding __ equal to 25 basis points (.__%0.25%) of the Treasury Portfolio Purchase Price from any amount of such Proceeds proceeds in excess of the sum Treasury Portfolio Purchase Price. Any proceeds in excess of (i) those required to pay the Treasury Portfolio Purchase Price and (ii) the amount of accrued and unpaid interest, if any, on the Pledged Debentures, the Remarketing Agent Fee will remit the entire amount of the Proceeds of such remarketing be remitted to the Collateral Agent on or prior to 12:00 p.m., New York City time on [the Initial Reset Date]. In the event the Collateral Agent receives such Proceeds, the Collateral Agent will, at the written direction of the Company, apply an amount equal to the Treasury Portfolio Purchase Price to purchase from the Quotation Agent the Treasury Portfolio and remit the remaining portion of such Proceeds, if any, to the Purchase Contract Agent for payment to the Holders of Corporate Unitsthe related Income PRIDES. Income PRIDES Holders whose Notes are so remarketed will not otherwise be responsible for the payment of any Remarketing Fee in connection therewith. The Collateral Agent shall Transfer the Treasury Portfolio will be substituted for the Notes of Holders of Income PRIDES and will be pledged to the Collateral Account Agent to secure the Income PRIDES Holders' obligation to pay the Purchase Price for the Common Stock under the related Purchase Contracts on the Purchase Contract Settlement Date. Following the occurrence of all a Successful Initial Remarketing, the Holders of Corporate Units to purchase Common Stock of the Company under the Purchase Contracts constituting a part of such Corporate Units, in substitution for the Pledged Debentures. Thereafter Income PRIDES and the Collateral Agent shall have such security interests, rights and obligations with respect to the Treasury Portfolio as it the Holder of Income PRIDES and the Collateral Agent had in respect of the Pledged Debentures Notes, as the case may be, subject to the Pledge thereof as provided in Articles IISections 2, III3, IV4, V 5 and VI6 of the Pledge Agreement, and any reference herein or in the Certificates to the Pledged Debentures Notes shall be deemed to be a reference to such Treasury Portfolio, Portfolio and any reference herein or in the Certificates to interest on the Pledged Debentures Notes shall be deemed to be a reference to corresponding distributions on such the Treasury Portfolio. The Company may cause to be made in any Income PRIDES Certificates thereafter to be issued such change in phraseology and form (but not in substance) as may be appropriate to reflect the substitution of the Treasury Portfolio for Notes as collateral. If, in spite of using its reasonable efforts, the Remarketing Agent cannot remarket the related Notes (other than to the Company) of such Holders of Income PRIDES at a price not less than 100% of the Treasury Portfolio Purchase Price, the remarketing will be deemed to have failed (a "Failed Initial Remarketing"). The Company will cause a notice of a Failed Initial Remarketing to be published on the second Business Day immediately preceding May 17, 2004 in a daily newspaper in the English language of general circulation in The City of New York, which is expected to be The Wall Street Journal.

Initial Remarketing. The Collateral Agent shall, by 10:00 a.m., New York City time, on the fourth Business Day immediately preceding [the Initial Reset Date], without any instruction from any Holder of Corporate Units, present the related Pledged Debentures to the Remarketing Agent for remarketing. Upon receiving such Pledged Debentures, the Remarketing Agent, pursuant to the terms of the Remarketing Agreement and the Supplemental Remarketing Agreement, will use its reasonable efforts to remarket such Pledged Debentures on such date at a price of approximately ____100.5% (but not less than ___100%) of the Treasury Portfolio Purchase Price, plus accrued and unpaid interest, if any, on the Pledged Debentures. After deducting as the Remarketing Fee an amount not exceeding __ 25 basis points (.__%.25%) of the Treasury Portfolio Purchase Price from any amount of such Proceeds in excess of the sum of (i) the Treasury Portfolio Purchase Price and (ii) the amount of accrued and unpaid interest, if any, on the Pledged Debentures, the Remarketing Agent will remit the entire amount of the Proceeds of such remarketing to the Collateral Agent on or prior to 12:00 p.m., New York City time on [the Initial Reset Date]. In the event the Collateral Agent receives such Proceeds, the Collateral Agent will, at the written direction of the Company, apply an amount equal to the Treasury Portfolio Purchase Price to purchase from the Quotation Agent the Treasury Portfolio and remit the remaining portion of such Proceeds, if any, to the Purchase Contract Agent for payment to the Holders of Corporate Units. The Collateral Agent shall Transfer the Treasury Portfolio to the Collateral Account to secure the obligation of all Holders of Corporate Units to purchase Common Stock of the Company under the Purchase Contracts constituting a part of such Corporate Units, in substitution for the Pledged Debentures. Thereafter the Collateral Agent shall have such security interests, rights and obligations with respect to the Treasury Portfolio as it had in respect of the Pledged Debentures as provided in Articles II, III, IV, V and VI, and any reference herein to the Pledged Debentures shall be deemed to be a reference to such Treasury Portfolio, and any reference herein to interest on the Pledged Debentures shall be deemed to be a reference to distributions on such Treasury Portfolio. SECTION 6.4 Substitutions Whenever a Holder has the right to substitute Treasury Securities, Debentures or the appropriate Applicable Ownership Interest in the Treasury Portfolio, as the case may be, for Collateral held by the Collateral Agent, such substitution shall not constitute a novation of the security interest created hereby. ARTICLE VII.

Initial Remarketing. The Collateral (a) Unless a Tax Event Redemption has occurred, the Company shall engage a nationally recognized investment bank (the "Remarketing Agent") pursuant to the Remarketing Agreement to sell the Notes (the "Initial Remarketing") on the third Business Day immediately preceding November 17, 2004 (the "Initial Remarketing Date"). In order to facilitate the remarketing, the Agent shallshall notify, by 10:00 a.m., New York City time, on the fourth Business Day immediately preceding [the Initial Reset Remarketing Date], without any instruction from any Holder of Corporate Units, present the related Pledged Debentures to the Remarketing Agent for remarketingof the aggregate principal amount of Notes to be remarketed that are part of Income PRIDES, or aggregate principal amount of Separate Notes that are to be remarketed pursuant to clause (b) below, as the case may be. Upon receiving such Pledged DebenturesConcurrently, the Remarketing Collateral Agent, pursuant to the terms of the Remarketing Agreement and the Supplemental Remarketing Pledge Agreement, or the Custodial Agent, pursuant to clause (b) below, will present for remarketing such Notes to the Remarketing Agent. Upon receipt of such notice from the Agent and such Notes from the Collateral Agent or Custodial Agent, the Remarketing Agent will, on the Initial Remarketing Date, use its reasonable efforts to remarket such Pledged Debentures Notes on such date at a price of approximately ____100.5% (but not less than ___100%) of the sum of the Treasury Portfolio Purchase Price plus the Separate Notes Purchase Price. If the Remarketing Agent is able to remarket the Notes at a price equal to or greater than 100% of the Treasury Portfolio Purchase Price plus the Separate Notes Purchase Price (a "Successful Initial Remarketing"), the portion of the proceeds from such Successful Initial Remarketing equal to the Treasury Portfolio Purchase Price will be applied to purchase the Treasury Portfolio. In addition, the Remarketing Agent may deduct as a remarketing fee ("Remarketing Fee") an amount equal to 25 basis points (.25%) of the Treasury Portfolio Purchase Price, Price plus accrued and unpaid interest, if any, on the Pledged Debentures. After deducting as the Remarketing Fee an amount not exceeding __ basis points (.__%) of the Treasury Portfolio Separate Notes Purchase Price from any amount of such Proceeds proceeds in excess of the sum of (i) the Treasury Portfolio Purchase Price and (ii) plus the amount Separate Notes Purchase Price. With respect to Separate Notes, any proceeds of accrued and unpaid interest, if any, on the Pledged Debentures, Initial Remarketing in excess of the Remarketing Agent will remit the entire amount of the Proceeds of such remarketing or attributable to the Collateral Agent on or prior to 12:00 p.m., New York City time on [the Initial Reset Date]. In the event the Collateral Agent receives such Proceeds, the Collateral Agent will, at the written direction of the Company, apply an amount equal Separate Notes will be remitted to the Treasury Portfolio Purchase Price to purchase from the Quotation Agent the Treasury Portfolio and remit the remaining portion of such Proceeds, if any, to the Purchase Contract Custodial Agent for payment to the Holders of Corporate Unitsseparate Notes. The Collateral Agent shall Transfer With respect to Notes that are part of Income PRIDES, any proceeds in excess of those required to pay the Treasury Portfolio Purchase Price and the Remarketing Fee with respect to such Notes will be remitted to the Agent for payment to the Holders of the related Income PRIDES. Neither the Company nor any Income PRIDES Holder whose Notes are so remarketed will not otherwise be responsible for the payment of any Remarketing Fee in connection therewith. The Treasury Portfolio will be substituted for the Notes of Holders of Income PRIDES and will be pledged to the Collateral Account Agent to secure the Income PRIDES Holders' obligation to pay the Purchase Price for the Common Stock under the related Purchase Contracts on the Purchase Contract Settlement Date. Following the occurrence of all a Successful Initial Remarketing, the Holders of Corporate Units to purchase Common Stock of the Company under the Purchase Contracts constituting a part of such Corporate Units, in substitution for the Pledged Debentures. Thereafter Income PRIDES and the Collateral Agent shall have such security interests, rights and obligations with respect to the Treasury Portfolio as it the Holder of Income PRIDES and the Collateral Agent had in respect of the Pledged Debentures Notes, as the case may be, subject to the Pledge thereof as provided in Articles IISections 2, III3, IV4, V 5 and VI6 of the Pledge Agreement, and any reference herein or in the Certificates to the Pledged Debentures Notes shall be deemed to be a reference to such Treasury Portfolio, Portfolio and any reference herein or in the Certificates to interest on the Pledged Debentures Notes shall be deemed to be a reference to corresponding distributions on such the Treasury Portfolio. The Company may cause to be made in any Income PRIDES Certificates thereafter to be issued such change in phraseology and form (but not in substance) as may be appropriate to reflect the substitution of the Treasury Portfolio for Notes as collateral. If, (i) in spite of using its reasonable efforts, the Remarketing Agent cannot remarket the related Notes (other than to the Company) at a price equal to or greater than 100% of the sum of the Treasury Portfolio Purchase Price plus the Separate Notes Purchase Price, or (ii) the remarketing has not occurred because of a condition precedent to the remarketing has not been fulfilled, the remarketing will be deemed to have failed (a "Failed Initial Remarketing"). The Company will cause a notice of a Failed Initial Remarketing to be published on the second Business Day immediately preceding November 17, 2004 in an Authorized Newspaper. The Notes will continue to be a component of Income PRIDES, and another remarketing may be attempted as described in Section 5.5(b).

Initial Remarketing. The Collateral Agent shall, by 10:00 a.m., New York City time, on the fourth Business Day immediately preceding [the Initial Reset Date]November 17, 2004, without any instruction from any Holder of Corporate UnitsIncome PRIDES, present the related Pledged Debentures Notes to the Remarketing Agent for remarketing. Upon receiving such Pledged DebenturesNotes, the Remarketing Agent, pursuant to the terms of the Remarketing Agreement and the Supplemental Remarketing Agreement, will use its reasonable efforts to remarket such Pledged Debentures Notes on such date at a price of approximately ____100.5% (but not less than ___100%) of the Treasury Portfolio Purchase Price, plus accrued and unpaid interest, if any, on the Pledged Debentures. After deducting as the Remarketing Fee an amount not exceeding __ 25 basis points (.__%.25%) of the Treasury Portfolio Purchase Price from any amount of such Proceeds in excess of the sum of (i) the Treasury Portfolio Purchase Price and (ii) the amount of accrued and unpaid interest, if any, on the Pledged DebenturesPrice, the Remarketing Agent will remit the entire amount of the Proceeds of such remarketing to the Collateral Agent on or prior to 12:00 p.m., New York City time on [November 17, 2004, by check or wire transfer in immediately available funds at such place and at such account as may be designated by the Initial Reset Date]Collateral Agent in exchange for the Pledged Notes. In the event the Collateral Agent receives such Proceeds, the Collateral Agent will, at the written direction of the Company, apply an amount equal to the Treasury Portfolio Purchase Price to purchase from the Quotation Agent the Treasury Portfolio and promptly remit the remaining portion of such Proceeds, if any, Proceeds to the Purchase Contract Agent for payment to the Holders of Corporate UnitsIncome PRIDES. The Collateral Agent shall Transfer the Treasury Portfolio to the Collateral Account to secure the obligation of all Holders of Corporate Units Income PRIDES to purchase Common Stock of the Company under the Purchase Contracts constituting a part of such Corporate UnitsIncome PRIDES, in substitution for the Pledged DebenturesNotes. Thereafter the Collateral Agent shall have such security interests, rights and obligations with respect to the Treasury Portfolio as it had in respect of the Pledged Debentures Notes as provided in Articles II, III, IV, V and VI, and any reference herein to the Pledged Debentures Notes shall be deemed to be a reference to such Treasury Portfolio, and any reference herein to interest on the Pledged Debentures Notes shall be deemed to be a reference to distributions on such Treasury Portfolio.

Initial Remarketing. The Collateral Unless a Tax Event Redemption has occurred, the Company shall engage a nationally recognized investment bank (the "REMARKETING AGENT") pursuant to the Remarketing Agreement to sell the Notes of Corporate Unit Holders (the "INITIAL REMARKETING") on the third Business Day immediately preceding May 17, 2004 (the "INITIAL REMARKETING DATE"). In order to facilitate the remarketing, the Agent shallshall notify, by 10:00 a.m., New York City time, on the fourth Business Day immediately preceding [the Initial Reset Remarketing Date], without any instruction from any Holder of Corporate Units, present the related Pledged Debentures to the Remarketing Agent for remarketingof the aggregate principal amount of Notes to be remarketed. Upon receiving such Pledged DebenturesConcurrently, the Remarketing Collateral Agent, pursuant to the terms of the Remarketing Agreement and the Supplemental Remarketing Pledge Agreement, will present for remarketing such Notes to the Remarketing Agent. Upon receipt of such notice from the Agent and such Notes from the Collateral Agent, the Remarketing Agent will, on the Initial Remarketing Date, use its commercially reasonable best efforts to remarket such Pledged Debentures Notes on such date at a price of approximately ____100.25% (but not less than ___100%) of the Treasury Portfolio Purchase Price, plus accrued and unpaid interest, if any, on the Pledged Debentures. After deducting as If the Remarketing Fee Agent is able to remarket the Notes at a price equal to or greater than 100% of the Treasury Portfolio Purchase Price (a "SUCCESSFUL INITIAL REMARKETING"), the portion of the proceeds from such Successful Initial Remarketing equal to the Treasury Portfolio Purchase Price will be applied to purchase the Treasury Portfolio. In addition, the Remarketing Agent may deduct as a remarketing fee ("REMARKETING Fee") an amount not exceeding __ 25 basis points (.__%0.25%) of the Treasury Portfolio Purchase Price from any amount of such Proceeds proceeds in excess of the sum Treasury Portfolio Purchase Price. Any proceeds in excess of (i) those required to pay the Treasury Portfolio Purchase Price and (ii) the amount of accrued and unpaid interest, if any, on the Pledged Debentures, the Remarketing Agent Fee will remit the entire amount of the Proceeds of such remarketing be remitted to the Collateral Agent on or prior to 12:00 p.m., New York City time on [the Initial Reset Date]. In the event the Collateral Agent receives such Proceeds, the Collateral Agent will, at the written direction of the Company, apply an amount equal to the Treasury Portfolio Purchase Price to purchase from the Quotation Agent the Treasury Portfolio and remit the remaining portion of such Proceeds, if any, to the Purchase Contract Agent for payment to the Holders of the related Corporate Units. Corporate Units Holders whose Notes are so remarketed will not otherwise be responsible for the payment of any Remarketing Fee in connection therewith. The Collateral Agent shall Transfer the Treasury Portfolio will be substituted for the Notes of Corporate Unit Holders and will be pledged to the Collateral Account Agent to secure the Corporate Unit Holders' obligation to pay the Purchase Price for the Common Stock under the related Purchase Contracts on the Purchase Contract Settlement Date. Following the occurrence of all a Successful Initial Remarketing, the Holders of Corporate Units to purchase Common Stock of the Company under the Purchase Contracts constituting a part of such Corporate Units, in substitution for the Pledged Debentures. Thereafter and the Collateral Agent shall have such security interests, rights and obligations with respect to the Treasury Portfolio as it the Holder of Corporate Units and the Collateral Agent had in respect of the Pledged Debentures Notes, as the case may be, subject to the Pledge thereof as provided in Articles IISections 2, III3, IV4, V 5 and VI6 of the Pledge Agreement, and any reference herein or in the Corporate Units Certificates to the Pledged Debentures Note shall be deemed to be a reference to such Treasury Portfolio, Portfolio and any reference herein or in the Corporate Units Certificates to interest on the Pledged Debentures Notes shall be deemed to be a reference to corresponding distributions on such the Treasury Portfolio. The Company may cause to be made in any Corporate Units Certificates thereafter to be issued such change in phraseology and form (but not in substance) as may be appropriate to reflect the substitution of the Treasury Portfolio for Notes as collateral. If, in spite of using its reasonable efforts, the Remarketing Agent cannot remarket the related Notes (other than to the Company) of such Holders of Corporate Units at a price equal to or greater than 100% of the Treasury Portfolio Purchase Price, the remarketing will be deemed to have failed (a "FAILED INITIAL REMARKETING"). The Company will cause a notice of a Failed Initial Remarketing to be published on the second Business Day immediately preceding May 17, 2004 in a daily newspaper in the English language of general circulation in The City of New York, which is expected to be The Wall Street Journal.

Initial Remarketing. The Collateral Unless a Tax Event Redemption has occurred, the Company shall engage a nationally recognized investment bank (the "Remarketing Agent") pursuant to the Remarketing Agreement to sell the Notes (the "Initial Remarketing") on the third Business Day immediately preceding May 17, 2004 (the "Initial Remarketing Date"). In order to facilitate the remarketing, the Agent shallshall notify, by 10:00 a.m., New York City time, on the fourth Business Day immediately preceding [the Initial Reset Remarketing Date], without any instruction from any Holder of Corporate Units, present the related Pledged Debentures to the Remarketing Agent for remarketingof the aggregate principal amount of Notes to be remarketed. Upon receiving such Pledged DebenturesConcurrently, the Remarketing Collateral Agent, pursuant to the terms of the Remarketing Agreement and the Supplemental Remarketing Pledge Agreement, will present for remarketing such Notes to the Remarketing Agent. Upon receipt of such notice from the Agent and such Notes from the Collateral Agent, the Remarketing Agent will, on the Initial Remarketing Date, use its reasonable efforts to remarket such Pledged Debentures Notes on such date at a price of approximately ____100.5% (but not less than ___100%) of the Treasury Portfolio Purchase Price, plus accrued and unpaid interest, if any, on the Pledged Debentures. After deducting as If the Remarketing Fee Agent is able to remarket the Notes at a price equal to or greater than 100% of the Treasury Portfolio Purchase Price (a "Successful Initial Remarketing"), the portion of the proceeds from such Successful Initial Remarketing equal to the Treasury Portfolio Purchase Price will be applied to purchase the Treasury Portfolio. In addition, the Remarketing Agent may deduct as a remarketing fee ("Remarketing Fee") an amount not exceeding __ equal to 25 basis points (.__%0.25%) of the Treasury Portfolio Purchase Price from any amount of such Proceeds proceeds in excess of the sum Treasury Portfolio Purchase Price. Any proceeds in excess of (i) those required to pay the Treasury Portfolio Purchase Price and (ii) the amount of accrued and unpaid interest, if any, on the Pledged Debentures, the Remarketing Agent Fee will remit the entire amount of the Proceeds of such remarketing be remitted to the Collateral Agent on or prior to 12:00 p.m., New York City time on [the Initial Reset Date]. In the event the Collateral Agent receives such Proceeds, the Collateral Agent will, at the written direction of the Company, apply an amount equal to the Treasury Portfolio Purchase Price to purchase from the Quotation Agent the Treasury Portfolio and remit the remaining portion of such Proceeds, if any, to the Purchase Contract Agent for payment to the Holders of Corporate Unitsthe related Income PRIDES. Income PRIDES Holders whose Notes are so remarketed will not otherwise be responsible for the payment of any Remarketing Fee in connection therewith. The Collateral Agent shall Transfer the Treasury Portfolio will be substituted for the Notes of Holders of Income PRIDES and will be pledged to the Collateral Account Agent to secure the Income PRIDES Holders' obligation to pay the Purchase Price for the Common Stock under the related Purchase Contracts on the Purchase Contract Settlement Date. Following the occurrence of all a Successful Initial Remarketing, the Holders of Corporate Units to purchase Common Stock of the Company under the Purchase Contracts constituting a part of such Corporate Units, in substitution for the Pledged Debentures. Thereafter Income PRIDES and the Collateral Agent shall have such security interests, rights and obligations with respect to the Treasury Portfolio as it the Holder of Income PRIDES and the Collateral Agent had in respect of the Pledged Debentures Notes, as the case may be, subject to the Pledge thereof as provided in Articles IISections 2, III3, IV4, V 5 and VI6 of the Pledge Agreement, and any reference herein or in the Certificates to the Pledged Debentures Notes shall be deemed to be a reference to such Treasury Portfolio, Portfolio and any reference herein or in the Certificates to interest on the Pledged Debentures Notes shall be deemed to be a reference to corresponding distributions on such the Treasury Portfolio. The Company may cause to be made in any Income PRIDES Certificates thereafter to be issued such change in phraseology and form (but not in substance) as may be appropriate to reflect the substitution of the Treasury Portfolio for Notes as collateral. If, (i) in spite of using its reasonable efforts, the Remarketing Agent cannot remarket the related Notes (other than to the Company) of such Holders of Income PRIDES at a price not less than 100% of the Treasury Portfolio Purchase Price, or (ii) the remarketing has not occurred because of a condition precedent to the remarketing has not been fulfilled, the remarketing will be deemed to have failed (a "Failed Initial Remarketing"). The Company will cause a notice of a Failed Initial Remarketing to be published on the second Business Day immediately preceding May 17, 2004 in an Authorized Newspaper.

Initial Remarketing. The Collateral Unless a Tax Event Redemption has occurred, the Company shall engage a nationally recognized investment bank (the "Remarketing Agent") pursuant to the Remarketing Agreement to sell the Senior Notes (the "Initial Remarketing") on the third Business Day immediately preceding August 17, 2004 (the "Initial Remarketing Date"). In order to facilitate the remarketing, the Agent shallshall notify, by 10:00 a.m., New York City time, on the fourth Business Day immediately preceding [the Initial Reset Remarketing Date], without any instruction from any Holder of Corporate Units, present the related Pledged Debentures to the Remarketing Agent for remarketingof the aggregate principal amount of Senior Notes to be remarketed. Upon receiving such Pledged DebenturesConcurrently, the Remarketing Collateral Agent, pursuant to the terms of the Remarketing Agreement and the Supplemental Remarketing Pledge Agreement, will present for remarketing such Senior Notes to the Remarketing Agent. Upon receipt of such notice from the Agent and such Senior Notes from the Collateral Agent, the Remarketing Agent will, on the Initial Remarketing Date, use its reasonable efforts to remarket such Pledged Debentures Senior Notes on such date at a price of approximately ____100.5% (but not less than ___100%) of the Treasury Portfolio Purchase Price, plus accrued and unpaid interest, if any, on the Pledged Debentures. After deducting as If the Remarketing Fee Agent is able to remarket the Senior Notes at a price equal to or greater than 100% of the Treasury Portfolio Purchase Price (a "Successful Initial Remarketing"), the portion of the proceeds from such Successful Initial Remarketing equal to the Treasury Portfolio Purchase Price will be applied to purchase the Treasury Portfolio. In addition, the Remarketing Agent may deduct as a remarketing fee ("Remarketing Fee") an amount not exceeding __ equal to 25 basis points (.__%0.25%) of the Treasury Portfolio Purchase Price from any amount of such Proceeds proceeds in excess of the sum Treasury Portfolio Purchase Price. Any proceeds in excess of (i) those required to pay the Treasury Portfolio Purchase Price and (ii) the amount of accrued and unpaid interest, if any, on the Pledged Debentures, the Remarketing Agent Fee will remit the entire amount of the Proceeds of such remarketing be remitted to the Collateral Agent on or prior to 12:00 p.m., New York City time on [the Initial Reset Date]. In the event the Collateral Agent receives such Proceeds, the Collateral Agent will, at the written direction of the Company, apply an amount equal to the Treasury Portfolio Purchase Price to purchase from the Quotation Agent the Treasury Portfolio and remit the remaining portion of such Proceeds, if any, to the Purchase Contract Agent for payment to the Holders of Corporate Unitsthe related Income PRIDES. Income PRIDES Holders whose Senior Notes are so remarketed will not otherwise be responsible for the payment of any Remarketing Fee in connection therewith. The Collateral Agent shall Transfer the Treasury Portfolio will be substituted for the Senior Notes of Holders of Income PRIDES and will be pledged to the Collateral Account Agent to secure the Income PRIDES Holders' obligation to pay the Purchase Price for the Common Stock under the related Purchase Contracts on the Purchase Contract Settlement Date. Following the occurrence of all a Successful Initial Remarketing, the Holders of Corporate Units to purchase Common Stock of the Company under the Purchase Contracts constituting a part of such Corporate Units, in substitution for the Pledged Debentures. Thereafter Income PRIDES and the Collateral Agent shall have such security interests, rights and obligations with respect to the Treasury Portfolio as it the Holder of Income PRIDES and the Collateral Agent had in respect of the Pledged Debentures Senior Notes, as the case may be, subject to the Pledge thereof as provided in Articles II, III, IV, V and VIthe Pledge Agreement, and any reference herein or in the Certificates to the Pledged Debentures Senior Notes shall be deemed to be a reference to such Treasury Portfolio, Portfolio and any reference herein or in the Certificates to interest on the Pledged Debentures Senior Notes shall be deemed to be a reference to corresponding distributions on such the Treasury Portfolio. The Company may cause to be made in any Income PRIDES Certificates thereafter to be issued such change in phraseology and form (but not in substance) as may be appropriate to reflect the substitution of the Treasury Portfolio for Senior Notes as collateral. If, in spite of using its reasonable efforts, the Remarketing Agent cannot remarket the related Senior Notes (other than to the Company) of such Holders of Income PRIDES at a price not less than 100% of the Treasury Portfolio Purchase Price, the remarketing will be deemed to have failed (a "Failed Initial Remarketing"). The Company will cause a notice of a Failed Initial Remarketing to be published on the second Business Day immediately preceding August 17, 2004 in a daily newspaper in the English language of general circulation in The City of New York, which is expected to be The Wall Street Journal.

Initial Remarketing. The Collateral Agent shall, by 10:00 a.m., New York City time, on the fourth Business Day immediately preceding [the Initial Reset Date]August 17, 2004, without any instruction from any Holder of Corporate UnitsIncome PRIDES, present the related Pledged Debentures Senior Notes to the Remarketing Agent for remarketing. Upon receiving such Pledged DebenturesSenior Notes, the Remarketing Agent, pursuant to the terms of the Remarketing Agreement and the Supplemental Remarketing Agreement, will use its reasonable efforts to remarket such Pledged Debentures Notes on such date at a price of approximately ____100.5% (but not less than ___100%) of the Treasury Portfolio Purchase Price, plus accrued and unpaid interest, if any, on the Pledged Debentures. After deducting as the Remarketing Fee an amount not exceeding __ 25 basis points (.__%0.25%) of the Treasury Portfolio Purchase Price from any amount of such Proceeds in excess of the sum of (i) the Treasury Portfolio Purchase Price and (ii) the amount of accrued and unpaid interest, if any, on the Pledged DebenturesPrice, the Remarketing Agent will remit the entire amount of the Proceeds of such remarketing to the Collateral Agent on or prior to 12:00 p.m., New York City time on [time, by check or wire transfer in immediately available funds to the Initial Reset Date]Collateral Account or such other account and at such account as may be designated by the Collateral Agent in exchange for the Pledged Senior Notes. In the event the Collateral Agent receives such Proceeds, the Collateral Agent will, at the written direction of the Company, apply an amount equal to the Treasury Portfolio Purchase Price to purchase from the Quotation Agent the Treasury Portfolio Interests and promptly remit the remaining portion of such Proceeds, if any, Proceeds to the Purchase Contract Agent for payment to the Holders of Corporate UnitsIncome PRIDES. The Collateral Agent shall Transfer the Treasury Portfolio Interests to the Collateral Account to secure the obligation of all Holders of Corporate Units Income PRIDES to purchase Common Stock of the Company under the Purchase Contracts constituting a part of such Corporate UnitsIncome PRIDES, in substitution for the Pledged DebenturesSenior Notes. Thereafter the Collateral Agent shall have such security interests, rights and obligations with respect to the Treasury Portfolio Interests as it had in respect of the Pledged Debentures Senior Notes as provided in Articles II, III, IV, V and VIherein, and any reference herein to the Pledged Debentures Senior Notes shall be deemed to be a reference to such Treasury PortfolioPortfolio Interests, and any reference herein to interest on the Pledged Debentures Senior Notes shall be deemed to be a reference to distributions on such Portfolio Interests. During any period greater than one Business Day between the receipt of such Proceeds from the Initial Remarketing and the payment of all or a portion thereof to the Quotation Agent for the purchase of the Treasury Portfolio, as provided above, the Collateral Agent (i) shall promptly invest any such Cash in Permitted Investments. Upon receipt of the proceeds upon the maturity of such Permitted Investments on the date of the purchase of the Treasury Portfolio as described above, the Collateral Agent shall pay such proceeds (and deliver any certified or cashiers' checks received and any funds so wired) in an amount equal to the purchase price of the Treasury Portfolio to the Quotation Agent and (ii) and shall distribute any funds in respect of the interest earned from the Permitted Investments to the Purchase Contract Agent for payment to the relevant Holders.

Initial Remarketing. The Collateral Agent shall, by 10:00 11:00 a.m., New York City time, on the fourth Business Day immediately preceding [the Initial Reset Remarketing Date], without any instruction from any Holder of Corporate UnitsIncome PACS, present the related Pledged Debentures Notes to the Remarketing Agent for remarketing. Upon receiving such Pledged DebenturesNotes, the Remarketing Agent, pursuant to the terms of the Remarketing Agreement and the Supplemental Remarketing Agreement, will use its reasonable efforts to remarket such Pledged Debentures Notes on such date the Initial Remarketing Date at a price of approximately ____100.5% (but not less than ___100%) of the Treasury Portfolio Purchase Price, plus accrued and unpaid interest, if any, on the Pledged Debentures. After deducting deduction as the Remarketing Fee of an amount not exceeding __ 25 basis points (.__%.25%) of the Treasury Portfolio Purchase Price from any amount of such Proceeds in excess of the sum of (i) the Treasury Portfolio Purchase Price and (ii) the amount of accrued and unpaid interest, if any, on the Pledged DebenturesPrice, the Remarketing Agent will remit the entire amount of the Proceeds of such remarketing to the Collateral Agent on or prior to 12:00 p.m., New York City time on [time, by check or wire transfer in immediately available funds at such place and at such account as may be designated by the Initial Reset Date]Collateral Agent in exchange for the Pledged Notes. In the event the Collateral Agent receives such Proceeds, the Collateral Agent will, at the written direction of the Company, apply an amount equal to the Treasury Portfolio Purchase Price to purchase from the Quotation Agent the Treasury Portfolio and promptly remit the remaining portion of such Proceeds, if any, Proceeds to the Purchase Contract Agent for payment to the Holders of Corporate UnitsIncome PACS. The Collateral Agent shall Transfer the Treasury Portfolio to the Collateral Account to secure the obligation of all Holders of Corporate Units Income PACS to purchase Common Stock of the Company under the Purchase Contracts constituting a part of such Corporate UnitsIncome PACS, in substitution for the Pledged Debentures. Thereafter Notes, which shall be released from the Collateral Agent shall have such security interestsAccount. In the event of a Failed Initial Remarketing, rights and obligations with respect the Notes presented to the Treasury Portfolio as it had in respect of the Pledged Debentures as provided in Articles II, III, IV, V and VI, and any reference herein Remarketing Agent pursuant to the Pledged Debentures this Section 7.03 for Remarketing shall be deemed to be a reference to such Treasury Portfolio, and any reference herein to interest on redeposited into the Pledged Debentures shall be deemed to be a reference to distributions on such Treasury PortfolioCollateral Account.

Initial Remarketing. The Collateral Agent shall, ------------------- by 10:00 a.m., New York City time, on the fourth Business Day immediately preceding [the Initial Reset Date]____________, 2004, without any instruction from any Holder of Corporate Units, present the related Pledged Debentures Senior Notes to the Remarketing Agent for remarketing. Upon receiving such Pledged DebenturesSenior Notes, the Remarketing Agent, pursuant to the terms of the Remarketing Agreement and the Supplemental Remarketing Agreement, will use its reasonable efforts to remarket such Pledged Debentures Senior Notes on such date at a price of approximately ____100.5% (but not less than ___100%) of the Treasury Portfolio Purchase Price, plus accrued and unpaid interest, if any, on the Pledged Debentures. After deducting as the Remarketing Fee an amount not exceeding __ 25 basis points (.__%.25%) of the Treasury Portfolio Purchase Price from any amount of such Proceeds in excess of the sum of (i) the Treasury Portfolio Purchase Price and (ii) the amount of accrued and unpaid interest, if any, on the Pledged DebenturesPrice, the Remarketing Agent will remit the entire amount of the Proceeds of such remarketing to the Collateral Agent on or prior to 12:00 p.m., New York City time on [time, by check or wire transfer in immediately available funds at such place and at such account as may be designated by the Initial Reset Date]Collateral Agent in exchange for the Pledged Senior Notes. In the event the Collateral Agent receives such Proceeds, the Collateral Agent will, at the written direction of the Company, apply an amount equal to the Treasury Portfolio Purchase Price to purchase from the Quotation Agent the Treasury Portfolio and promptly remit the remaining portion of such Proceeds, if any, Proceeds to the Purchase Contract Agent for payment to the Holders of Corporate Units. The Collateral Agent shall Transfer the Treasury Portfolio to the Collateral Account to secure the obligation of all Holders of Corporate Units to purchase Common Stock of the Company under the Purchase Contracts constituting a part of such Corporate Units, in substitution for the Pledged DebenturesSenior Notes. Thereafter the Collateral Agent shall have such security interests, rights and obligations with respect to the Treasury Portfolio as it had in respect of the Pledged Debentures Senior Notes as provided in Articles II2, III3, IV4, V 5 and VI6, and any reference herein to the Pledged Debentures Senior Notes shall be deemed to be a reference to such Treasury Portfolio, and any reference herein to interest on the Pledged Debentures Senior Notes shall be deemed to be a reference to distributions on such Treasury Portfolio.

Initial Remarketing. The Collateral Agent shall, by 10:00 11:00 a.m., New York City time, on the fourth Business Day immediately preceding [the Initial Reset Remarketing Date], without any instruction from any Holder of Corporate UnitsMEDS, present the related Pledged Debentures Notes to the Remarketing Agent for remarketing. Upon receiving such Pledged DebenturesNotes, the Remarketing Agent, pursuant to the terms of the Remarketing Agreement and the Supplemental Remarketing Agreement, will use its commercially reasonable best efforts to remarket such Pledged Debentures Notes on such date the Initial Remarketing Date at a price of approximately ____at least 100.25% (but not less than ___%) of the sum of the Treasury Portfolio Purchase Price plus the Separate Notes Purchase Price, plus accrued and unpaid interest, if any, on the Pledged Debentures. After deducting deduction as the Remarketing Fee of an amount not exceeding __ 25 basis points (.__%.25%) of the sum of the Treasury Portfolio Purchase Price plus the Separate Notes Purchase Price from any amount of such Proceeds in excess of the sum of (i) the Treasury Portfolio Purchase Price and (ii) plus the amount of accrued and unpaid interest, if any, on the Pledged DebenturesSeparate Notes Purchase Price, the Remarketing Agent will remit the entire amount of the Proceeds of the Pledged Notes from such remarketing to the Collateral Agent on or prior to 12:00 p.m., New York City time time, on [the third Business Day immediately following the Initial Reset Date]Remarketing Date by check or wire transfer in immediately available funds at such place and at such account as may be designated by the Collateral Agent in exchange for the Pledged Notes. In the event the Collateral Agent receives such Proceeds, the Collateral Agent will, at the written direction of the Company, apply an amount equal to the Treasury Portfolio Purchase Price to purchase from the Quotation Agent the Treasury Portfolio and promptly remit the remaining portion of such Proceeds, if any, Proceeds to the Purchase Contract Agent for payment to the Holders of Corporate UnitsMEDS. With respect to Separate Notes, any proceeds of the Initial Remarketing in excess of the Remarketing Fee attributable to the Separate Notes will be remitted to the Custodial Agent for payment to the holders of Separate Notes. The Collateral Agent shall Transfer the Treasury Portfolio to the Collateral Account to and the Pledged Applicable Ownership Interests will secure the obligation of all Holders of Corporate Units MEDS to purchase Common Stock of the Company under the Purchase Contracts constituting a part of such Corporate UnitsMEDS, in substitution for the Pledged Debentures. Thereafter Notes, which shall be released from the Collateral Agent shall have such security interestsAccount. In the event of a Failed Initial Remarketing, rights and obligations with respect the Notes presented to the Treasury Portfolio as it had in respect of the Pledged Debentures as provided in Articles II, III, IV, V and VI, and any reference herein Remarketing Agent pursuant to the Pledged Debentures this Section 7.03 for Remarketing shall be deemed to be a reference to such Treasury Portfolio, and any reference herein to interest on redeposited into the Pledged Debentures shall be deemed to be a reference to distributions on such Treasury PortfolioCollateral Account.

Initial Remarketing. The Collateral Unless a Tax Event Redemption has occurred, the Company shall engage a nationally recognized investment bank (the "Remarketing Agent") pursuant to the Remarketing Agreement to sell the Notes (the "Initial Remarketing") on the fifth Business Day immediately preceding May 17, 2004 (the "Initial Remarketing Date"). In order to facilitate the remarketing, the Agent shallshall notify, by 10:00 a.m., New York City time, on the fourth Business Day immediately preceding [the Initial Reset Remarketing Date], without any instruction from any Holder of Corporate Units, present the related Pledged Debentures to the Remarketing Agent for remarketingof the aggregate principal amount of Notes to be remarketed. Upon receiving such Pledged DebenturesConcurrently, the Remarketing Collateral Agent, pursuant to the terms of the Remarketing Agreement and the Supplemental Remarketing Pledge Agreement, will present for remarketing such Notes to the Remarketing Agent. Upon receipt of such notice from the Agent and such Notes from the Collateral Agent, the Remarketing Agent will, on the Initial Remarketing Date, use its reasonable efforts to remarket such Pledged Debentures Notes on such date at a price of approximately ____100.5% (but not less than ___100%) of the Treasury Portfolio Purchase Price, plus accrued and unpaid interest, if any, on the Pledged Debentures. After deducting as If the Remarketing Fee Agent is able to remarket the Notes at a price equal to or greater than 100% of the Treasury Portfolio Purchase Price (a "Successful Initial Remarketing"), the portion of the proceeds from such Successful Initial Remarketing equal to the Treasury Portfolio Purchase Price will be applied to purchase the Treasury Portfolio. In addition, the Remarketing Agent may deduct as a remarketing fee ("Remarketing Fee") an amount not exceeding __ equal to 25 basis points (.__%0.25%) of the Treasury Portfolio Purchase Price from any amount of such Proceeds proceeds in excess of the sum Treasury Portfolio Purchase Price. Any proceeds in excess of (i) those required to pay the Treasury Portfolio Purchase Price and (ii) the amount of accrued and unpaid interest, if any, on the Pledged Debentures, the Remarketing Agent Fee will remit the entire amount of the Proceeds of such remarketing be remitted to the Collateral Agent on or prior to 12:00 p.m., New York City time on [the Initial Reset Date]. In the event the Collateral Agent receives such Proceeds, the Collateral Agent will, at the written direction of the Company, apply an amount equal to the Treasury Portfolio Purchase Price to purchase from the Quotation Agent the Treasury Portfolio and remit the remaining portion of such Proceeds, if any, to the Purchase Contract Agent for payment to the Holders of Corporate Unitsthe related Upper DECS. Upper DECS Holders whose Notes are so remarketed will not otherwise be responsible for the payment of any Remarketing Fee in connection therewith. The Collateral Agent shall Transfer the Treasury Portfolio will be substituted for the Notes of Holders of Upper DECS and will be pledged to the Collateral Account Agent to secure the Upper DECS Holders' obligation to pay the Purchase Price for the Common Stock under the related Forward Purchase Contracts on the Forward Purchase Contract Settlement Date. Following the occurrence of all a Successful Initial Remarketing, the Holders of Corporate Units to purchase Common Stock of the Company under the Purchase Contracts constituting a part of such Corporate Units, in substitution for the Pledged Debentures. Thereafter Upper DECS and the Collateral Agent shall have such security interests, rights and obligations with respect to the Treasury Portfolio as it the Holder of Upper DECS and the Collateral Agent had in respect of the Pledged Debentures Notes, as the case may be, subject to the Pledge thereof as provided in Articles IISections 2, III3, IV4, V 5 and VI6 of the Pledge Agreement, and any reference herein or in the Certificates to the Pledged Debentures Notes shall be deemed to be a reference to such Treasury Portfolio, Portfolio and any reference herein or in the Certificates to interest on the Pledged Debentures Notes shall be deemed to be a reference to corresponding distributions on such the Treasury Portfolio. The Company may cause to be made in any Upper DECS Certificates thereafter to be issued such change in phraseology and form (but not in substance) as may be appropriate to reflect the substitution of the Treasury Portfolio for Notes as collateral. If, (i) in spite of using its reasonable efforts, the Remarketing Agent cannot remarket the related Notes (other than to the Company) of such Holders of Upper DECS at a price not less than 100% of the Treasury Portfolio Purchase Price, or (ii) the remarketing has not occurred because of a condition precedent to the remarketing has not been fulfilled, the remarketing will be deemed to have failed (a "Failed Initial Remarketing"). The Company will cause a notice of a Failed Initial Remarketing to be published on the second Business Day immediately preceding May 17, 2004 in an Authorized Newspaper and by means of Bloomberg and Reuters newswire.

Initial Remarketing. The Collateral Agent shall, by 10:00 a.m., New York City time, on the fourth Business Day immediately preceding [the Initial Reset Date], without any instruction from any Holder of Corporate Units, present the related Pledged Debentures Debt Securities to the Remarketing Agent for remarketing. Upon receiving such Pledged DebenturesDebt Securities, the Remarketing Agent, pursuant to the terms of the Remarketing Agreement and the Supplemental Remarketing Agreement, will use its reasonable efforts to remarket such Pledged Debentures Debt Securities on such date at a price of approximately ____% [100.5]% (but not less than ___%[100]%) of the Remarketing Treasury Portfolio Purchase Price, plus accrued and unpaid interest, if any, on the Pledged DebenturesDebt Securities. After deducting as the Remarketing Fee an amount not exceeding __ basis points (.__%) of the Remarketing Treasury Portfolio Purchase Price from any amount of such Proceeds in excess of the sum of (i) the Remarketing Treasury Portfolio Purchase Price and Price, plus (ii) the amount of accrued and unpaid interest, if any, on the Pledged DebenturesDebt Securities, the Remarketing Agent will remit the entire amount of the Proceeds of such remarketing to the Collateral Agent on or prior to 12:00 p.m., New York City time on [the Initial Reset Date]. In the event the Collateral Agent receives such Proceeds, the Collateral Agent will, at the written direction of the Company, apply an amount equal to the Remarketing Treasury Portfolio Purchase Price to purchase from the Quotation Agent the Remarketing Treasury Portfolio and remit the remaining portion of such Proceeds, if any, to the Purchase Contract Agent for payment to the Holders of Corporate Units. The Collateral Agent shall Transfer the Remarketing Treasury Portfolio to the Collateral Account to secure the obligation of all Holders of Corporate Units to purchase Common Stock of the Company under the Purchase Contracts constituting a part of such Corporate Units, in substitution for the Pledged DebenturesDebt Securities. Thereafter the Collateral Agent shall have such security interests, rights and obligations with respect to the Remarketing Treasury Portfolio as it had in respect of the Pledged Debentures Debt Securities as provided in Articles II, III, IV, V and VIVI hereof, and any reference herein to the Pledged Debentures Debt Securities shall be deemed to be a reference to such Remarketing Treasury Portfolio, and any reference herein to interest on the Pledged Debentures Debt Securities shall be deemed to be a reference to distributions on such Remarketing Treasury Portfolio.

Initial Remarketing. The Collateral Agent shall, by 10:00 a.m., New York City time, on the fourth Business Day immediately preceding [the Initial Reset Date]August 17, 2004, without any instruction from any Holder of Corporate UnitsIncome PRIDES, present the related Pledged Debentures Senior Notes to the Remarketing Agent for remarketing. Upon receiving such Pledged DebenturesSenior Notes, the Remarketing Agent, pursuant to the terms of the Remarketing Agreement and the Supplemental Remarketing Agreement, will use its reasonable efforts to remarket such Pledged Debentures Notes on such date at a price of approximately ____100.5% (but not less than ___100%) of the Treasury Portfolio Purchase Price, plus accrued and unpaid interest, if any, on the Pledged Debentures. After deducting as the Remarketing Fee an amount not exceeding __ 25 basis points (.__%.25%) of the Treasury Portfolio Purchase Price from any amount of such Proceeds in excess of the sum of (i) the Treasury Portfolio Purchase Price and (ii) the amount of accrued and unpaid interest, if any, on the Pledged DebenturesPrice, the Remarketing Agent will remit the entire amount of the Proceeds of such remarketing to the Collateral Agent on or prior to 12:00 p.m., New York City time on [time, by check or wire transfer in immediately available funds at such place and at such account as may be designated by the Initial Reset Date]Collateral Agnet in exchange for the Pledged Senior Notes. In the event the Collateral Agent receives such Proceeds, the Collateral Agent will, at the written direction of the Company, apply an amount equal to the Treasury Portfolio Purchase Price to purchase from the Quotation Agent the Treasury Portfolio and promptly remit the remaining portion of such Proceeds, if any, Proceeds to the Purchase Contract Agent for payment to the Holders of Corporate UnitsIncome PRIDES. The Collateral Agent shall Transfer the Treasury Portfolio to the Collateral Account to secure the obligation of all Holders of Corporate Units Income PRIDES to purchase Common Stock of the Company under the Purchase Contracts constituting a part of such Corporate UnitsIncome PRIDES, in substitution for the Pledged DebenturesSenior Notes. Thereafter the Collateral Agent shall have such security interests, rights and obligations with respect to the Treasury Portfolio as it had in respect of the Pledged Debentures Senior Notes as provided in Articles II, III, IV, V and VI, and any reference herein to the Pledged Debentures Senior Notes shall be deemed to be a reference to such Treasury Portfolio, and any reference herein to interest on the Pledged Debentures Senior Notes shall be deemed to be a reference to distributions on such Treasury Portfolio.