Common use of Initial Remarketing Clause in Contracts

Initial Remarketing. (a) The Depositor will request, not later than seven nor more than 15 calendar days prior to the Initial Remarketing Date, that the Clearing Agency notify the Holders of the Preferred Securities and the Holders of Corporate Units and Treasury Units of the Initial Remarketing. (b) Not later than 5:00 P.M., New York City time, on the fifth Business Day immediately preceding the Initial Reset Date (but in no event earlier than the Distribution Date next preceding the Initial Reset Date), each Holder of the Separate Preferred Securities may elect to have Preferred Securities held by such Holder remarketed. Holders of Separate Preferred Securities shall give notice of their election to have such Separate Preferred Securities remarketed to the Custodial Agent and deliver such Separate Preferred Securities to the Custodial Agent pursuant to the Pledge Agreement. Any such notice and delivery shall be irrevocable after 5:00 P.M., New York City time, on the fifth Business Day immediately preceding the Initial Reset Date and may not be conditioned upon the level at which the Reset Rate is established. Under Section 5.02 of the Purchase Contract Agreement, Preferred Securities that constitute components of Corporate Units will be remarketed as provided therein and in this Section 5.13. The Preferred Securities constituting components of Corporate Units shall be deemed tendered, notwithstanding any failure by the Holder of such Corporate Units to deliver or properly deliver such Preferred Securities to the Remarketing Agent for purchase. (c) The right of each Holder to have Preferred Securities (including any Preferred Securities that constitute components of Corporate Units) tendered for purchase shall be limited to the extent that (i) the Remarketing Agent conducts a Remarketing pursuant to the terms of the Remarketing Agreement, (ii) Preferred Securities tendered have not been called for redemption, (iii) the Remarketing Agent is able to find a purchaser or purchasers for tendered Preferred Securities at a price per Preferred Security such that the aggregate price for the Preferred Securities is not less than 100% of the sum of the Treasury Portfolio Purchase Price, the Separate Preferred Securities Purchase Price and deferred and unpaid Distributions, if any, on the Preferred Securities, and (iv) such purchaser or purchasers deliver the purchase price therefor to the Remarketing Agent as and when required. (d) On the Initial Remarketing Date, pursuant to the Remarketing Agreement the Remarketing Agent shall use reasonable efforts to remarket, at a price per Preferred Security such that the aggregate price for the Preferred Securities is equal to approximately 100.25% of the sum of the Treasury Portfolio Purchase Price, the Separate Preferred Securities Purchase Price and deferred and unpaid Distributions on the Preferred Securities to be remarketed. (e) [reserved]. (f) If the Remarketing Agent has determined that it will be able to remarket all Preferred Securities tendered or deemed tendered prior to 4:00 P.M., New York City time, on the Initial Remarketing Date, the Reset Agent, subject to the terms of the Remarketing Agreement, shall determine the Reset Rate. (g) If, by 4:00 P.M., New York City time, on the Initial Remarketing Date, the Remarketing Agent is unable to remarket all Preferred Securities tendered or deemed tendered for purchase or if the Initial Remarketing shall not have occurred because a condition precedent to the Remarketing shall not have been fulfilled, a failed Remarketing ("Failed Initial Remarketing") shall be deemed to have occurred and the Remarketing Agent shall so advise by telephone the Collateral Agent, the Administrative Trustees, the Depositor, the Property Trustee, the Indenture Trustee and the Clearing Agency. (h) By approximately 4:30 P.M., New York City time, on the Initial Remarketing Date, provided that there has not been a Failed Initial Remarketing, the Remarketing Agent shall advise, by telephone (i) the Collateral Agent, the Administrative Trustees, the Depositor, the Property Trustee, the Indenture Trustee and the Clearing Agency of the Reset Rate determined in the Initial Remarketing and the aggregate Liquidation Amount of Preferred Securities sold in the Initial Remarketing, (ii) each purchaser (or the Clearing Agency Participant thereof) of the Reset Rate and the aggregate Liquidation Amount of Preferred Securities such purchaser is to purchase and (iii) each purchaser to give instructions to its Clearing Agency Participant to pay the purchase price on the Initial Reset Date in same day funds against delivery of the Preferred Securities purchased through the facilities of the Clearing Agency. (i) In accordance with the Clearing Agency's normal procedures, on the Initial Reset Date, the transactions described above with respect to each Preferred Security tendered for purchase and sold in the Initial Remarketing shall be executed through the Clearing Agency, and the accounts of the respective Clearing Agency Participants shall be debited and credited and such Preferred Securities delivered by book entry as necessary to effect purchases and sales of such Preferred Securities. The Clearing Agency shall make payment in accordance with its normal procedures. (j) If any Holder selling Preferred Securities in the Initial Remarketing fails to deliver such Preferred Securities, the Clearing Agency Participant of such selling Holder and of any other Person that was to have purchased Preferred Securities in the Initial Remarketing may deliver to any such other Person an aggregate Liquidation Amount of Preferred Securities that is less than the aggregate Liquidation Amount of Preferred Securities that otherwise was to be purchased by such Person. In such event, the aggregate Liquidation Amount of Preferred Securities to be so delivered shall be determined by such Clearing Agency Participant, and delivery of such lesser aggregate Liquidation Amount of Preferred Securities shall constitute good delivery. (k) The Remarketing Agent is not obligated to purchase any Preferred Securities in the Initial Remarketing or otherwise. Neither the Trust, any Trustee, the Depositor nor the Remarketing Agent shall be obligated in any case to provide funds to make payment upon tender of Preferred Securities for Remarketing. (l) The tender and settlement procedures set forth in this Section 5.13, including provisions for payment by purchasers of Preferred Securities in the Initial Remarketing, shall be subject to modification, notwithstanding any provision to the contrary set forth herein, to the extent required by the Clearing Agency or if the book-entry system is no longer available for the Preferred Securities at the time of the Initial Remarketing, to facilitate the tendering and Remarketing of Preferred Securities in certificated form. In addition, the Remarketing Agent may, notwithstanding any provision to the contrary set forth herein, modify the settlement procedures set forth herein in order to facilitate the settlement process. (m) Anything herein to the contrary notwithstanding, the Reset Rate shall in no event exceed the maximum rate permitted by applicable law and, as provided in the Remarketing Agreement, neither the Remarketing Agent nor the Reset Agent shall have any obligation to determine whether there is any limitation under applicable law on the Reset Rate or, if there is any such limitation, the maximum permissible Reset Rate on the Preferred Securities and they shall rely solely upon written notice from the Depositor (which the Depositor agrees to provide no later than the eighth Business Day before the Initial Reset Date) as to whether or not there is any such limitation and, if so, the maximum permissible Reset Rate.

Initial Remarketing. (a) The Depositor will requestCollateral Agent shall, not later than seven nor more than 15 calendar days prior to the Initial Remarketing Date, that the Clearing Agency notify the Holders of the Preferred Securities and the Holders of Corporate Units and Treasury Units of the Initial Remarketing. (b) Not later than 5:00 P.M.by 10:00 a.m., New York City time, on the fifth fourth Business Day immediately preceding the Initial Reset Date (but in no event earlier than the Distribution Date next preceding [the Initial Reset Date)], each without any instruction from any Holder of Corporate Units, present the Separate Preferred Securities may elect to have Preferred Securities held by such Holder remarketed. Holders of Separate Preferred Securities shall give notice of their election to have such Separate Preferred Securities remarketed to the Custodial Agent and deliver such Separate Preferred Securities to the Custodial Agent pursuant to the Pledge Agreement. Any such notice and delivery shall be irrevocable after 5:00 P.M., New York City time, on the fifth Business Day immediately preceding the Initial Reset Date and may not be conditioned upon the level at which the Reset Rate is established. Under Section 5.02 of the Purchase Contract Agreement, Preferred Securities that constitute components of Corporate Units will be remarketed as provided therein and in this Section 5.13. The Preferred Securities constituting components of Corporate Units shall be deemed tendered, notwithstanding any failure by the Holder of such Corporate Units to deliver or properly deliver such Preferred Securities related Pledged Debentures to the Remarketing Agent for purchase. (c) The right of each Holder to have Preferred Securities (including any Preferred Securities that constitute components of Corporate Units) tendered for purchase shall be limited to the extent that (i) remarketing. Upon receiving such Pledged Debentures, the Remarketing Agent conducts a Remarketing Agent, pursuant to the terms of the Remarketing Agreement and the Supplemental Remarketing Agreement, (ii) Preferred Securities tendered have not been called for redemption, (iii) the Remarketing Agent is able will use its reasonable efforts to find a purchaser or purchasers for tendered Preferred Securities remarket such Pledged Debentures on such date at a price per Preferred Security such that the aggregate price for the Preferred Securities is of approximately ____% (but not less than 100% of the sum ___%) of the Treasury Portfolio Purchase Price, the Separate Preferred Securities Purchase Price and deferred plus accrued and unpaid Distributionsinterest, if any, on the Preferred Securities, and (iv) such purchaser or purchasers deliver the purchase price therefor to Pledged Debentures. After deducting as the Remarketing Agent as and when required. Fee an amount not exceeding __ basis points (d.__%) On the Initial Remarketing Date, pursuant to the Remarketing Agreement the Remarketing Agent shall use reasonable efforts to remarket, at a price per Preferred Security such that the aggregate price for the Preferred Securities is equal to approximately 100.25% of the sum of the Treasury Portfolio Purchase Price, Price from any amount of such Proceeds in excess of the Separate Preferred Securities sum of (i) the Treasury Portfolio Purchase Price and deferred (ii) the amount of accrued and unpaid Distributions interest, if any, on the Preferred Securities to be remarketed. (e) [reserved]. (f) If Pledged Debentures, the Remarketing Agent has determined that it will be able remit the entire amount of the Proceeds of such remarketing to remarket all Preferred Securities tendered the Collateral Agent on or deemed tendered prior to 4:00 P.M.12:00 p.m., New York City time, time on [the Initial Remarketing Reset Date]. In the event the Collateral Agent receives such Proceeds, the Reset AgentCollateral Agent will, subject at the written direction of the Company, apply an amount equal to the terms 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 Remarketing AgreementCompany under the Purchase Contracts constituting a part of such Corporate Units, in substitution for the Pledged Debentures. Thereafter the Collateral Agent shall determine the Reset Rate. (g) Ifhave such security interests, by 4:00 P.M., New York City time, on the Initial Remarketing Date, the Remarketing Agent is unable to remarket all Preferred Securities tendered or deemed tendered for purchase or if the Initial Remarketing shall not have occurred because a condition precedent rights and obligations with respect to the Remarketing shall not have been fulfilledTreasury Portfolio as it had in respect of the Pledged Debentures as provided in Articles II, a failed Remarketing ("Failed Initial Remarketing") III, IV, V and VI, and any reference herein to the Pledged Debentures shall be deemed to have occurred be a reference to such Treasury Portfolio, and the Remarketing Agent shall so advise by telephone the Collateral Agent, the Administrative Trustees, the Depositor, the Property Trustee, the Indenture Trustee and the Clearing Agency. (h) By approximately 4:30 P.M., New York City time, any reference herein to interest on the Initial Remarketing Date, provided that there has not been a Failed Initial Remarketing, the Remarketing Agent shall advise, by telephone (i) the Collateral Agent, the Administrative Trustees, the Depositor, the Property Trustee, the Indenture Trustee and the Clearing Agency of the Reset Rate determined in the Initial Remarketing and the aggregate Liquidation Amount of Preferred Securities sold in the Initial Remarketing, (ii) each purchaser (or the Clearing Agency Participant thereof) of the Reset Rate and the aggregate Liquidation Amount of Preferred Securities such purchaser is to purchase and (iii) each purchaser to give instructions to its Clearing Agency Participant to pay the purchase price on the Initial Reset Date in same day funds against delivery of the Preferred Securities purchased through the facilities of the Clearing Agency. (i) In accordance with the Clearing Agency's normal procedures, on the Initial Reset Date, the transactions described above with respect to each Preferred Security tendered for purchase and sold in the Initial Remarketing Pledged Debentures shall be executed through the Clearing Agency, and the accounts of the respective Clearing Agency Participants shall be debited and credited and such Preferred Securities delivered by book entry as necessary to effect purchases and sales of such Preferred Securities. The Clearing Agency shall make payment in accordance with its normal procedures. (j) If any Holder selling Preferred Securities in the Initial Remarketing fails to deliver such Preferred Securities, the Clearing Agency Participant of such selling Holder and of any other Person that was to have purchased Preferred Securities in the Initial Remarketing may deliver to any such other Person an aggregate Liquidation Amount of Preferred Securities that is less than the aggregate Liquidation Amount of Preferred Securities that otherwise was deemed to be purchased by a reference to distributions on such Person. In such event, the aggregate Liquidation Amount of Preferred Securities to be so delivered shall be determined by such Clearing Agency Participant, and delivery of such lesser aggregate Liquidation Amount of Preferred Securities shall constitute good deliveryTreasury Portfolio. (k) The Remarketing Agent is not obligated to purchase any Preferred Securities in the Initial Remarketing or otherwise. Neither the Trust, any Trustee, the Depositor nor the Remarketing Agent shall be obligated in any case to provide funds to make payment upon tender of Preferred Securities for Remarketing. (l) The tender and settlement procedures set forth in this Section 5.13, including provisions for payment by purchasers of Preferred Securities in the Initial Remarketing, shall be subject to modification, notwithstanding any provision to the contrary set forth herein, to the extent required by the Clearing Agency or if the book-entry system is no longer available for the Preferred Securities at the time of the Initial Remarketing, to facilitate the tendering and Remarketing of Preferred Securities in certificated form. In addition, the Remarketing Agent may, notwithstanding any provision to the contrary set forth herein, modify the settlement procedures set forth herein in order to facilitate the settlement process. (m) Anything herein to the contrary notwithstanding, the Reset Rate shall in no event exceed the maximum rate permitted by applicable law and, as provided in the Remarketing Agreement, neither the Remarketing Agent nor the Reset Agent shall have any obligation to determine whether there is any limitation under applicable law on the Reset Rate or, if there is any such limitation, the maximum permissible Reset Rate on the Preferred Securities and they shall rely solely upon written notice from the Depositor (which the Depositor agrees to provide no later than the eighth Business Day before the Initial Reset Date) as to whether or not there is any such limitation and, if so, the maximum permissible Reset Rate.

Initial Remarketing. (a) The Depositor will request, not later than seven nor more than 15 calendar days prior to Upon notice from the Company of the Initial Remarketing Date, that the Clearing Agency notify the Holders of the Preferred Securities and the Holders of Corporate Units and Treasury Units of the Initial Remarketing. (b) Not later than 5:00 P.M.Collateral Agent shall, by 11:00 a.m., New York City time, on the fifth Business Day immediately preceding the Initial Reset Date (but in no event earlier than the Distribution Date next preceding the Initial Reset Remarketing Date), each without any instruction from any Holder of Corporate Units, present the related Pledged Preferred Securities or Pledged Notes, as the case may be, to the Remarketing Agent for remarketing. Upon receiving such Pledged Preferred Securities or Pledged Notes and any Separate Preferred Securities may elect to have Preferred Securities held by such Holder remarketed. Holders of or Separate Preferred Securities shall give notice of their election to have such Separate Preferred Securities remarketed to the Custodial Agent and deliver such Separate Preferred Securities to the Custodial Agent Notes duly presented for remarketing pursuant to the Pledge Agreement. Any such notice and delivery shall be irrevocable after 5:00 P.M., New York City time, on the fifth Business Day immediately preceding the Initial Reset Date and may not be conditioned upon the level at which the Reset Rate is established. Under Section 5.02 5.02(a)(i) of the Purchase Contract Agreement, Preferred Securities that constitute components of Corporate Units will be remarketed as provided therein and in this Section 5.13. The Preferred Securities constituting components of Corporate Units shall be deemed tendered, notwithstanding any failure by the Holder of such Corporate Units to deliver or properly deliver such Preferred Securities to the Remarketing Agent for purchase. (c) The right of each Holder to have Preferred Securities (including any Preferred Securities that constitute components of Corporate Units) tendered for purchase shall be limited to the extent that (i) the Remarketing Agent conducts a Remarketing Agent, pursuant to the terms of the Remarketing Agreement, (ii) will use its reasonable efforts to remarket such Preferred Securities tendered have not been called for redemption, (iii) or Notes on the Initial Remarketing Agent is able to find a purchaser or purchasers for tendered Preferred Securities Date at a price per Preferred Security such that the aggregate price for the Preferred Securities is of approximately 100.25% (but not less than 100% %) of the Treasury Portfolio Purchase Price, the Separate Preferred Securities or Notes Purchase Price, plus deferred and unpaid distributions or interest, if any, on the Preferred Securities or Notes. After 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 Distributionsdistributions or interest, if any, on the Preferred Securities, and (iv) Securities or Notes from any amount of such purchaser or purchasers deliver the purchase price therefor to the Remarketing Agent as and when required. (d) On the Initial Remarketing Date, pursuant to the Remarketing Agreement the Remarketing Agent shall use reasonable efforts to remarket, at a price per Preferred Security such that the aggregate price for the Preferred Securities is equal to approximately 100.25% Proceeds in excess of the sum of the Treasury Portfolio Purchase Price, the Separate Preferred Securities or Notes Purchase Price Price, and deferred and unpaid Distributions distributions or interest, if any, on the Preferred Securities to be remarketed. (e) [reserved]. (f) If or Notes, the Remarketing Agent has determined that it will be able remit the entire amount of the Proceeds of such Remarketing of the Pledged Securities or Pledged Notes to remarket all Preferred Securities tendered the Collateral Agent on or deemed tendered prior to 4:00 P.M.12:00 p.m., New York City time, on the Initial Remarketing DateReset 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 Reset AgentCollateral Agent will, subject at the written direction of the Company, apply an amount equal to the terms Treasury Portfolio Purchase Price to purchase from the Quotation Agent the Treasury Portfolio and promptly remit the remaining portion of such 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 Preferred Securities or Pledged Notes, which shall be released from the Collateral Account. With respect to the Separate Preferred Securities or Notes, any proceeds of the Initial Remarketing in excess of the Remarketing Agreement, shall determine Fee attributable to the Reset Rate. (g) If, by 4:00 P.M., New York City time, on the Initial Remarketing Date, the Remarketing Agent is unable to remarket all Separate Preferred Securities tendered or deemed tendered for purchase or if the Initial Remarketing shall not have occurred because a condition precedent Notes will be remitted to the Remarketing shall not have been fulfilled, a failed Remarketing ("Failed Initial Remarketing") shall be deemed Custodial Agent for payment to have occurred and the Remarketing Agent shall so advise by telephone holders of Separate Preferred Securities or Notes. In the Collateral Agent, the Administrative Trustees, the Depositor, the Property Trustee, the Indenture Trustee and the Clearing Agency. (h) By approximately 4:30 P.M., New York City time, on the Initial Remarketing Date, provided that there has not been event of a Failed Initial Remarketing, the Preferred Securities or Notes presented to the Remarketing Agent shall advise, by telephone (i) the Collateral Agent, the Administrative Trustees, the Depositor, the Property Trustee, the Indenture Trustee and the Clearing Agency of the Reset Rate determined in the Initial Remarketing and the aggregate Liquidation Amount of Preferred Securities sold in the Initial Remarketing, (ii) each purchaser (or the Clearing Agency Participant thereof) of the Reset Rate and the aggregate Liquidation Amount of Preferred Securities such purchaser is pursuant to purchase and (iii) each purchaser to give instructions to its Clearing Agency Participant to pay the purchase price on the Initial Reset Date in same day funds against delivery of the Preferred Securities purchased through the facilities of the Clearing Agency. (i) In accordance with the Clearing Agency's normal procedures, on the Initial Reset Date, the transactions described above with respect to each Preferred Security tendered this Section 7.03 for purchase and sold in the Initial Remarketing shall be executed through redeposited into the Clearing Agency, and the accounts of the respective Clearing Agency Participants shall be debited and credited and such Preferred Securities delivered by book entry as necessary to effect purchases and sales of such Preferred Securities. The Clearing Agency shall make payment in accordance with its normal proceduresCollateral Account. (j) If any Holder selling Preferred Securities in the Initial Remarketing fails to deliver such Preferred Securities, the Clearing Agency Participant of such selling Holder and of any other Person that was to have purchased Preferred Securities in the Initial Remarketing may deliver to any such other Person an aggregate Liquidation Amount of Preferred Securities that is less than the aggregate Liquidation Amount of Preferred Securities that otherwise was to be purchased by such Person. In such event, the aggregate Liquidation Amount of Preferred Securities to be so delivered shall be determined by such Clearing Agency Participant, and delivery of such lesser aggregate Liquidation Amount of Preferred Securities shall constitute good delivery. (k) The Remarketing Agent is not obligated to purchase any Preferred Securities in the Initial Remarketing or otherwise. Neither the Trust, any Trustee, the Depositor nor the Remarketing Agent shall be obligated in any case to provide funds to make payment upon tender of Preferred Securities for Remarketing. (l) The tender and settlement procedures set forth in this Section 5.13, including provisions for payment by purchasers of Preferred Securities in the Initial Remarketing, shall be subject to modification, notwithstanding any provision to the contrary set forth herein, to the extent required by the Clearing Agency or if the book-entry system is no longer available for the Preferred Securities at the time of the Initial Remarketing, to facilitate the tendering and Remarketing of Preferred Securities in certificated form. In addition, the Remarketing Agent may, notwithstanding any provision to the contrary set forth herein, modify the settlement procedures set forth herein in order to facilitate the settlement process. (m) Anything herein to the contrary notwithstanding, the Reset Rate shall in no event exceed the maximum rate permitted by applicable law and, as provided in the Remarketing Agreement, neither the Remarketing Agent nor the Reset Agent shall have any obligation to determine whether there is any limitation under applicable law on the Reset Rate or, if there is any such limitation, the maximum permissible Reset Rate on the Preferred Securities and they shall rely solely upon written notice from the Depositor (which the Depositor agrees to provide no later than the eighth Business Day before the Initial Reset Date) as to whether or not there is any such limitation and, if so, the maximum permissible Reset Rate.

Initial Remarketing. Unless a Tax Event Redemption has occurred, the Company shall engage a nationally recognized investment bank (athe "Remarketing Agent") The Depositor will request, not later than seven nor more than 15 calendar days prior 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, that the Clearing Agency notify the Holders of the Preferred Securities and the Holders of Corporate Units and Treasury Units of the Initial Remarketing. (b) Not later than 5:00 P.M.Agent shall notify, by 10:00 a.m., New York City time, on the fifth Business Day immediately preceding the Initial Reset Date (but in no event earlier than the Distribution Date next preceding the Initial Reset Date), each Holder of the Separate Preferred Securities may elect to have Preferred Securities held by such Holder remarketed. Holders of Separate Preferred Securities shall give notice of their election to have such Separate Preferred Securities remarketed to the Custodial Agent and deliver such Separate Preferred Securities to the Custodial Agent pursuant to the Pledge Agreement. Any such notice and delivery shall be irrevocable after 5:00 P.M., New York City time, on the fifth Business Day immediately preceding the Initial Reset Date and may not be conditioned upon the level at which the Reset Rate is established. Under Section 5.02 of the Purchase Contract Agreement, Preferred Securities that constitute components of Corporate Units will be remarketed as provided therein and in this Section 5.13. The Preferred Securities constituting components of Corporate Units shall be deemed tendered, notwithstanding any failure by the Holder of such Corporate Units to deliver or properly deliver such Preferred Securities to the Remarketing Agent for purchase. (c) The right of each Holder to have Preferred Securities (including any Preferred Securities that constitute components of Corporate Units) tendered for purchase shall be limited to the extent that (i) the Remarketing Agent conducts a Remarketing pursuant to the terms of the Remarketing Agreement, (ii) Preferred Securities tendered have not been called for redemption, (iii) the Remarketing Agent is able to find a purchaser or purchasers for tendered Preferred Securities at a price per Preferred Security such that the aggregate price for the Preferred Securities is not less than 100% of the sum of the Treasury Portfolio Purchase Price, the Separate Preferred Securities Purchase Price and deferred and unpaid Distributions, if any, on the Preferred Securities, and (iv) such purchaser or purchasers deliver the purchase price therefor to the Remarketing Agent as and when required. (d) On the Initial Remarketing Date, pursuant to the Remarketing Agreement the Remarketing Agent shall use reasonable efforts to remarket, at a price per Preferred Security such that the aggregate price for the Preferred Securities is equal to approximately 100.25% of the sum of the Treasury Portfolio Purchase Price, the Separate Preferred Securities Purchase Price and deferred and unpaid Distributions on the Preferred Securities to be remarketed. (e) [reserved]. (f) If the Remarketing Agent has determined that it will be able to remarket all Preferred Securities tendered or deemed tendered prior to 4:00 P.M., New York City time, on the Initial Remarketing Date, the Reset Agent, subject to the terms of the Remarketing Agreement, shall determine the Reset Rate. (g) If, by 4:00 P.M., New York City time, on the Initial Remarketing Date, the Remarketing Agent is unable of the aggregate principal amount of Notes to remarket all Preferred Securities tendered or deemed tendered be remarketed. Concurrently, the Collateral Agent, pursuant to the terms of the Pledge Agreement, will present for purchase or if the Initial Remarketing shall not have occurred because a condition precedent remarketing such Notes to the Remarketing shall not have been fulfilled, a failed Remarketing ("Failed Initial Remarketing") shall be deemed to have occurred Agent. Upon receipt of such notice from the Agent and the Remarketing Agent shall so advise by telephone such Notes from the Collateral Agent, the Administrative Trustees, the Depositor, the Property Trustee, the Indenture Trustee and the Clearing Agency. (h) By approximately 4:30 P.M., New York City timeRemarketing Agent will, on the Initial Remarketing Date, provided that there has use its reasonable efforts to remarket such Notes on such date at a price of approximately 100.5% (but not been a Failed Initial Remarketing, less than 100%) of the Treasury Portfolio Purchase Price. If the Remarketing Agent shall advise, by telephone is able to remarket the Notes at a price equal to or greater than 100% of the Treasury Portfolio Purchase Price (i) the Collateral Agenta "Successful Initial Remarketing"), the Administrative Trustees, the Depositor, the Property Trustee, the Indenture Trustee and the Clearing Agency portion of the Reset Rate determined in the proceeds from such Successful Initial Remarketing and equal to the aggregate Liquidation Amount of Preferred Securities sold in the Initial Remarketing, (ii) each purchaser (or the Clearing Agency Participant thereof) of the Reset Rate and the aggregate Liquidation Amount of Preferred Securities such purchaser is Treasury Portfolio Purchase Price will be applied to purchase and (iii) each purchaser to give instructions to its Clearing Agency Participant to pay the purchase price on the Initial Reset Date in same day funds against delivery of the Preferred Securities purchased through the facilities of the Clearing Agency. (i) In accordance with the Clearing Agency's normal procedures, on the Initial Reset Date, the transactions described above with respect to each Preferred Security tendered for purchase and sold in the Initial Remarketing shall be executed through the Clearing Agency, and the accounts of the respective Clearing Agency Participants shall be debited and credited and such Preferred Securities delivered by book entry as necessary to effect purchases and sales of such Preferred Securities. The Clearing Agency shall make payment in accordance with its normal procedures. (j) If any Holder selling Preferred Securities in the Initial Remarketing fails to deliver such Preferred Securities, the Clearing Agency Participant of such selling Holder and of any other Person that was to have purchased Preferred Securities in the Initial Remarketing may deliver to any such other Person an aggregate Liquidation Amount of Preferred Securities that is less than the aggregate Liquidation Amount of Preferred Securities that otherwise was to be purchased by such Person. In such event, the aggregate Liquidation Amount of Preferred Securities to be so delivered shall be determined by such Clearing Agency Participant, and delivery of such lesser aggregate Liquidation Amount of Preferred Securities shall constitute good delivery. (k) The Remarketing Agent is not obligated to purchase any Preferred Securities in the Initial Remarketing or otherwise. Neither the Trust, any Trustee, the Depositor nor the Remarketing Agent shall be obligated in any case to provide funds to make payment upon tender of Preferred Securities for Remarketing. (l) The tender and settlement procedures set forth in this Section 5.13, including provisions for payment by purchasers of Preferred Securities in the Initial Remarketing, shall be subject to modification, notwithstanding any provision to the contrary set forth herein, to the extent required by the Clearing Agency or if the book-entry system is no longer available for the Preferred Securities at the time of the Initial Remarketing, to facilitate the tendering and Remarketing of Preferred Securities in certificated formTreasury Portfolio. In addition, the Remarketing Agent may, notwithstanding may deduct as a remarketing fee ("Remarketing Fee") an amount equal to 25 basis points (0.25%) of the Treasury Portfolio Purchase Price from any provision amount of such proceeds in excess of the Treasury Portfolio Purchase Price. Any proceeds in excess of those required to pay the Treasury Portfolio Purchase Price and the Remarketing Fee will be remitted to the contrary set forth herein, modify the settlement procedures set forth herein in order to facilitate the settlement process. (m) Anything herein Agent for payment to the contrary notwithstandingHolders of the 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 Treasury Portfolio will be substituted for the Notes of Holders of Income PRIDES and will be pledged to the Collateral 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 a Successful Initial Remarketing, the Reset Rate Holders of Income PRIDES and the Collateral Agent shall have such security interests, rights and obligations with respect to the Treasury Portfolio as the Holder of Income PRIDES and the Collateral Agent had in no event exceed respect of the maximum rate permitted by applicable law andNotes, as the case may be, subject to the Pledge thereof as provided in Sections 2, 3, 4, 5 and 6 of the Remarketing Pledge Agreement, neither and any reference herein or in the Certificates to the Notes shall be deemed to be a reference to such Treasury Portfolio and any reference herein or in the Certificates to interest on the Notes shall be deemed to be a reference to corresponding distributions on 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 nor cannot remarket the Reset Agent shall 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 any obligation failed (a "Failed Initial Remarketing"). The Company will cause a notice of a Failed Initial Remarketing to determine whether there is any limitation under applicable law be published on the Reset Rate or, if there is any such limitation, the maximum permissible Reset Rate on the Preferred Securities and they shall rely solely upon written notice from the Depositor (which the Depositor agrees to provide no later than the eighth second Business Day before the Initial Reset Date) as to whether or not there is any such limitation andimmediately preceding May 17, if so, the maximum permissible Reset Rate2004 in an Authorized Newspaper.

Initial Remarketing. Unless a Tax Event Redemption has occurred, the Company shall engage a nationally recognized investment bank (athe "Remarketing Agent") The Depositor will request, not later than seven nor more than 15 calendar days prior 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, that the Clearing Agency notify the Holders of the Preferred Securities and the Holders of Corporate Units and Treasury Units of the Initial Remarketing. (b) Not later than 5:00 P.M.Agent shall notify, by 10:00 a.m., New York City time, on the fifth Business Day immediately preceding the Initial Reset Date (but in no event earlier than the Distribution Date next preceding the Initial Reset Remarketing Date), each Holder of the Separate Preferred Securities may elect to have Preferred Securities held by such Holder remarketed. Holders of Separate Preferred Securities shall give notice of their election to have such Separate Preferred Securities remarketed to the Custodial Agent and deliver such Separate Preferred Securities to the Custodial Agent pursuant to the Pledge Agreement. Any such notice and delivery shall be irrevocable after 5:00 P.M., New York City time, on the fifth Business Day immediately preceding the Initial Reset Date and may not be conditioned upon the level at which the Reset Rate is established. Under Section 5.02 of the Purchase Contract Agreement, Preferred Securities that constitute components of Corporate Units will be remarketed as provided therein and in this Section 5.13. The Preferred Securities constituting components of Corporate Units shall be deemed tendered, notwithstanding any failure by the Holder of such Corporate Units to deliver or properly deliver such Preferred Securities to the Remarketing Agent for purchase. (c) The right of each Holder the aggregate principal amount of Notes to have Preferred Securities (including any Preferred Securities that constitute components of Corporate Units) tendered for purchase shall be limited to remarketed. Concurrently, the extent that (i) the Remarketing Agent conducts a Remarketing Collateral Agent, pursuant to the terms of the 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 Notes on such date at a price of approximately 100.5% (iibut not less than 100%) Preferred Securities tendered have not been called for redemption, (iii) of the Treasury Portfolio Purchase Price. If the Remarketing Agent is able to find a purchaser or purchasers for tendered Preferred Securities remarket the Notes at a price per Preferred Security equal to or greater than 100% of the Treasury Portfolio Purchase Price (a "Successful Initial Remarketing"), the portion of the proceeds from such that Successful Initial Remarketing equal to the aggregate price 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 (0.25%) of the Treasury Portfolio Purchase Price from any amount of such proceeds in excess of the Treasury Portfolio Purchase Price. Any proceeds in excess of those required to pay the Treasury Portfolio Purchase Price and the Remarketing Fee will be remitted to the Agent for payment to the Holders of the related Income PRIDES. Income PRIDES Holders whose Notes are so remarketed will not otherwise be responsible for the Preferred Securities is 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 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 a Successful Initial Remarketing, the Holders of Income PRIDES and the Collateral Agent shall have such security interests, rights and obligations with respect to the Treasury Portfolio as the Holder of Income PRIDES and the Collateral Agent had in respect of the Notes, as the case may be, subject to the Pledge thereof as provided in Sections 2, 3, 4, 5 and 6 of the Pledge Agreement, and any reference herein or in the Certificates to the Notes shall be deemed to be a reference to such Treasury Portfolio and any reference herein or in the Certificates to interest on the Notes shall be deemed to be a reference to corresponding distributions on 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 sum of the Treasury Portfolio Purchase Price, the Separate Preferred Securities Purchase Price and deferred and unpaid Distributions, if any, on the Preferred Securities, and (iv) such purchaser or purchasers deliver the purchase price therefor to the Remarketing Agent as and when required. (d) On the Initial Remarketing Date, pursuant to the Remarketing Agreement the Remarketing Agent shall use reasonable efforts to remarket, at a price per Preferred Security such that the aggregate price for the Preferred Securities is equal to approximately 100.25% of the sum of the Treasury Portfolio Purchase Price, the Separate Preferred Securities Purchase Price and deferred and unpaid Distributions on the Preferred Securities to be remarketed. (e) [reserved]. (f) If the Remarketing Agent has determined that it remarketing will be able deemed to remarket all Preferred Securities tendered or deemed tendered prior to 4:00 P.M., New York City time, on the Initial Remarketing Date, the Reset Agent, subject to the terms of the Remarketing Agreement, shall determine the Reset Rate. have failed (g) If, by 4:00 P.M., New York City time, on the Initial Remarketing Date, the Remarketing Agent is unable to remarket all Preferred Securities tendered or deemed tendered for purchase or if the Initial Remarketing shall not have occurred because a condition precedent to the Remarketing shall not have been fulfilled, a failed Remarketing ("Failed Initial Remarketing") shall be deemed to have occurred and the Remarketing Agent shall so advise by telephone the Collateral Agent, the Administrative Trustees, the Depositor, the Property Trustee, the Indenture Trustee and the Clearing Agency. (h) By approximately 4:30 P.M., New York City time, on the Initial Remarketing Date, provided that there has not been ). The Company will cause a notice of a Failed Initial RemarketingRemarketing to be published on the second Business Day immediately preceding August 17, the Remarketing Agent shall advise, by telephone (i) the Collateral Agent, the Administrative Trustees, the Depositor, the Property Trustee, the Indenture Trustee and the Clearing Agency of the Reset Rate determined 2004 in a daily newspaper in the Initial Remarketing and the aggregate Liquidation Amount English language of Preferred Securities sold general circulation in the Initial RemarketingThe City of New York, (ii) each purchaser (or the Clearing Agency Participant thereof) of the Reset Rate and the aggregate Liquidation Amount of Preferred Securities such purchaser which is to purchase and (iii) each purchaser to give instructions to its Clearing Agency Participant to pay the purchase price on the Initial Reset Date in same day funds against delivery of the Preferred Securities purchased through the facilities of the Clearing Agency. (i) In accordance with the Clearing Agency's normal procedures, on the Initial Reset Date, the transactions described above with respect to each Preferred Security tendered for purchase and sold in the Initial Remarketing shall be executed through the Clearing Agency, and the accounts of the respective Clearing Agency Participants shall be debited and credited and such Preferred Securities delivered by book entry as necessary to effect purchases and sales of such Preferred Securities. The Clearing Agency shall make payment in accordance with its normal procedures. (j) If any Holder selling Preferred Securities in the Initial Remarketing fails to deliver such Preferred Securities, the Clearing Agency Participant of such selling Holder and of any other Person that was to have purchased Preferred Securities in the Initial Remarketing may deliver to any such other Person an aggregate Liquidation Amount of Preferred Securities that is less than the aggregate Liquidation Amount of Preferred Securities that otherwise was expected to be purchased by such Person. In such event, the aggregate Liquidation Amount of Preferred Securities to be so delivered shall be determined by such Clearing Agency Participant, and delivery of such lesser aggregate Liquidation Amount of Preferred Securities shall constitute good deliveryThe Wall Street Journal. (k) The Remarketing Agent is not obligated to purchase any Preferred Securities in the Initial Remarketing or otherwise. Neither the Trust, any Trustee, the Depositor nor the Remarketing Agent shall be obligated in any case to provide funds to make payment upon tender of Preferred Securities for Remarketing. (l) The tender and settlement procedures set forth in this Section 5.13, including provisions for payment by purchasers of Preferred Securities in the Initial Remarketing, shall be subject to modification, notwithstanding any provision to the contrary set forth herein, to the extent required by the Clearing Agency or if the book-entry system is no longer available for the Preferred Securities at the time of the Initial Remarketing, to facilitate the tendering and Remarketing of Preferred Securities in certificated form. In addition, the Remarketing Agent may, notwithstanding any provision to the contrary set forth herein, modify the settlement procedures set forth herein in order to facilitate the settlement process. (m) Anything herein to the contrary notwithstanding, the Reset Rate shall in no event exceed the maximum rate permitted by applicable law and, as provided in the Remarketing Agreement, neither the Remarketing Agent nor the Reset Agent shall have any obligation to determine whether there is any limitation under applicable law on the Reset Rate or, if there is any such limitation, the maximum permissible Reset Rate on the Preferred Securities and they shall rely solely upon written notice from the Depositor (which the Depositor agrees to provide no later than the eighth Business Day before the Initial Reset Date) as to whether or not there is any such limitation and, if so, the maximum permissible Reset Rate.

Initial Remarketing. (a) The Depositor will requestCollateral Agent shall, not later than seven nor more than 15 calendar days prior to the Initial Remarketing Date, that the Clearing Agency notify the Holders of the Preferred Securities and the Holders of Corporate Units and Treasury Units of the Initial Remarketing. (b) Not later than 5:00 P.M.by 11:00 a.m., New York City time, on the fifth Business Day immediately preceding the Initial Reset Date (but in no event earlier than the Distribution Date next preceding the Initial Reset Remarketing Date), each without any instruction from any Holder of Corporate MEDS, present the Separate Preferred Securities may elect to have Preferred Securities held by such Holder remarketed. Holders of Separate Preferred Securities shall give notice of their election to have such Separate Preferred Securities remarketed to the Custodial Agent and deliver such Separate Preferred Securities to the Custodial Agent pursuant to the Pledge Agreement. Any such notice and delivery shall be irrevocable after 5:00 P.M., New York City time, on the fifth Business Day immediately preceding the Initial Reset Date and may not be conditioned upon the level at which the Reset Rate is established. Under Section 5.02 of the Purchase Contract Agreement, Preferred Securities that constitute components of Corporate Units will be remarketed as provided therein and in this Section 5.13. The Preferred Securities constituting components of Corporate Units shall be deemed tendered, notwithstanding any failure by the Holder of such Corporate Units to deliver or properly deliver such Preferred Securities related Pledged Notes to the Remarketing Agent for purchase. (c) The right of each Holder to have Preferred Securities (including any Preferred Securities that constitute components of Corporate Units) tendered for purchase shall be limited to the extent that (i) remarketing. Upon receiving such Pledged Notes, the Remarketing Agent conducts a Remarketing Agent, pursuant to the terms of the Remarketing Agreement, (ii) Preferred Securities tendered have not been called for redemption, (iii) will use its commercially reasonable best efforts to remarket such Pledged Notes on the Initial Remarketing Agent is able to find a purchaser or purchasers for tendered Preferred Securities Date at a price per Preferred Security such that the aggregate price for the Preferred Securities is not less than 100% of the sum of the Treasury Portfolio Purchase Price, the Separate Preferred Securities Purchase Price and deferred and unpaid Distributions, if any, on the Preferred Securities, and (iv) such purchaser or purchasers deliver the purchase price therefor to the Remarketing Agent as and when required. (d) On the Initial Remarketing Date, pursuant to the Remarketing Agreement the Remarketing Agent shall use reasonable efforts to remarket, at a price per Preferred Security such that the aggregate price for the Preferred Securities is equal to approximately least 100.25% of the sum of the Treasury Portfolio Purchase Price plus the Separate Notes Purchase Price. After 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 the Treasury Portfolio Purchase Price plus the Separate Notes Purchase Price, the Separate Preferred Securities Purchase Price and deferred and unpaid Distributions on the Preferred Securities to be remarketed. (e) [reserved]. (f) If the Remarketing Agent has determined that it will be able remit the entire amount of the Proceeds of the Pledged Notes from such remarketing to remarket all Preferred Securities tendered the Collateral Agent on or deemed tendered prior to 4:00 P.M.12:00 p.m., New York City time, on the third Business Day immediately following the Initial Remarketing DateDate 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 Reset AgentCollateral Agent will, subject at the written direction of the Company, apply an amount equal to the terms Treasury Portfolio Purchase Price to purchase from the Quotation Agent the Treasury Portfolio and promptly remit the remaining portion of such Proceeds to the Purchase Contract Agent for payment to the Holders of Corporate MEDS. With respect to Separate Notes, any proceeds of the Initial Remarketing in excess of the Remarketing Agreement, shall determine the Reset Rate. (g) If, by 4:00 P.M., New York City time, on the Initial Remarketing Date, the Remarketing Agent is unable to remarket all Preferred Securities tendered or deemed tendered for purchase or if the Initial Remarketing shall not have occurred because a condition precedent Fee attributable to the Remarketing Separate Notes will be remitted to the Custodial Agent for payment to the holders of Separate Notes. The Collateral Agent shall not have been fulfilledTransfer the Treasury Portfolio to the Collateral Account and the Pledged Applicable Ownership Interests will secure the obligation of all Holders of Corporate MEDS to purchase Common Stock of the Company under the Purchase Contracts constituting a part of such Corporate MEDS, a failed Remarketing ("Failed Initial Remarketing") in substitution for the Pledged Notes, which shall be deemed to have occurred and the Remarketing Agent shall so advise by telephone released from the Collateral Agent, Account. In the Administrative Trustees, the Depositor, the Property Trustee, the Indenture Trustee and the Clearing Agency. (h) By approximately 4:30 P.M., New York City time, on the Initial Remarketing Date, provided that there has not been event of a Failed Initial Remarketing, the Notes presented to the Remarketing Agent shall advise, by telephone (i) the Collateral Agent, the Administrative Trustees, the Depositor, the Property Trustee, the Indenture Trustee and the Clearing Agency of the Reset Rate determined in the Initial Remarketing and the aggregate Liquidation Amount of Preferred Securities sold in the Initial Remarketing, (ii) each purchaser (or the Clearing Agency Participant thereof) of the Reset Rate and the aggregate Liquidation Amount of Preferred Securities such purchaser is pursuant to purchase and (iii) each purchaser to give instructions to its Clearing Agency Participant to pay the purchase price on the Initial Reset Date in same day funds against delivery of the Preferred Securities purchased through the facilities of the Clearing Agency. (i) In accordance with the Clearing Agency's normal procedures, on the Initial Reset Date, the transactions described above with respect to each Preferred Security tendered this Section 7.03 for purchase and sold in the Initial Remarketing shall be executed through redeposited into the Clearing Agency, and the accounts of the respective Clearing Agency Participants shall be debited and credited and such Preferred Securities delivered by book entry as necessary to effect purchases and sales of such Preferred Securities. The Clearing Agency shall make payment in accordance with its normal proceduresCollateral Account. (j) If any Holder selling Preferred Securities in the Initial Remarketing fails to deliver such Preferred Securities, the Clearing Agency Participant of such selling Holder and of any other Person that was to have purchased Preferred Securities in the Initial Remarketing may deliver to any such other Person an aggregate Liquidation Amount of Preferred Securities that is less than the aggregate Liquidation Amount of Preferred Securities that otherwise was to be purchased by such Person. In such event, the aggregate Liquidation Amount of Preferred Securities to be so delivered shall be determined by such Clearing Agency Participant, and delivery of such lesser aggregate Liquidation Amount of Preferred Securities shall constitute good delivery. (k) The Remarketing Agent is not obligated to purchase any Preferred Securities in the Initial Remarketing or otherwise. Neither the Trust, any Trustee, the Depositor nor the Remarketing Agent shall be obligated in any case to provide funds to make payment upon tender of Preferred Securities for Remarketing. (l) The tender and settlement procedures set forth in this Section 5.13, including provisions for payment by purchasers of Preferred Securities in the Initial Remarketing, shall be subject to modification, notwithstanding any provision to the contrary set forth herein, to the extent required by the Clearing Agency or if the book-entry system is no longer available for the Preferred Securities at the time of the Initial Remarketing, to facilitate the tendering and Remarketing of Preferred Securities in certificated form. In addition, the Remarketing Agent may, notwithstanding any provision to the contrary set forth herein, modify the settlement procedures set forth herein in order to facilitate the settlement process. (m) Anything herein to the contrary notwithstanding, the Reset Rate shall in no event exceed the maximum rate permitted by applicable law and, as provided in the Remarketing Agreement, neither the Remarketing Agent nor the Reset Agent shall have any obligation to determine whether there is any limitation under applicable law on the Reset Rate or, if there is any such limitation, the maximum permissible Reset Rate on the Preferred Securities and they shall rely solely upon written notice from the Depositor (which the Depositor agrees to provide no later than the eighth Business Day before the Initial Reset Date) as to whether or not there is any such limitation and, if so, the maximum permissible Reset Rate.

Initial Remarketing. (a) The Depositor will requestCollateral Agent shall, not later than seven nor more than 15 calendar days prior to the Initial Remarketing Date, that the Clearing Agency notify the Holders of the Preferred Securities and the Holders of Corporate Units and Treasury Units of the Initial Remarketing. (b) Not later than 5:00 P.M.by 11:00 a.m., New York City time, on the fifth fourth Business Day immediately preceding the Initial Reset Date (but in no event earlier than the Distribution Date next preceding the Initial Reset Date)[ ] , each 2004, without any instruction from any Holder of Corporate Units, present the Separate Preferred Securities may elect to have Preferred Securities held by such Holder remarketed. Holders of Separate Preferred Securities shall give notice of their election to have such Separate Preferred Securities remarketed to the Custodial Agent and deliver such Separate Preferred Securities to the Custodial Agent pursuant to the Pledge Agreement. Any such notice and delivery shall be irrevocable after 5:00 P.M., New York City time, on the fifth Business Day immediately preceding the Initial Reset Date and may not be conditioned upon the level at which the Reset Rate is established. Under Section 5.02 of the Purchase Contract Agreement, Preferred Securities that constitute components of Corporate Units will be remarketed as provided therein and in this Section 5.13. The Preferred Securities constituting components of Corporate Units shall be deemed tendered, notwithstanding any failure by the Holder of such Corporate Units to deliver or properly deliver such Preferred Securities related Pledged Senior Notes to the Remarketing Agent for purchase. (c) The right of each Holder to have Preferred Securities (including any Preferred Securities that constitute components of Corporate Units) tendered for purchase shall be limited to the extent that (i) remarketing. Upon receiving such Pledged Senior Notes, the Remarketing Agent conducts a Remarketing Agent, pursuant to the terms of the Remarketing Agreement and the Supplemental Remarketing Agreement, (ii) Preferred Securities tendered have not been called for redemption, (iii) will use its reasonable efforts to remarket such Pledged Senior Notes on the Initial Remarketing Agent is able to find a purchaser or purchasers for tendered Preferred Securities Date at a price per Preferred Security such that the aggregate price for the Preferred Securities is of approximately 100.5% (but not less than 100% %) of the sum Treasury Portfolio Purchase Price. 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 Treasury Portfolio Purchase Price, the Separate Preferred Securities Purchase Price and deferred and unpaid Distributions, if any, on Remarketing Agent will remit the Preferred Securities, and (iv) entire amount of the Proceeds of such purchaser or purchasers deliver the purchase price therefor remarketing to the Remarketing Collateral Agent as and when required. (d) On the Initial Remarketing Date, pursuant to the Remarketing Agreement the Remarketing Agent shall use reasonable efforts to remarket, at a price per Preferred Security such that the aggregate price for the Preferred Securities is equal to approximately 100.25% of the sum of the Treasury Portfolio Purchase Price, the Separate Preferred Securities Purchase Price and deferred and unpaid Distributions on the Preferred Securities to be remarketed. (e) [reserved]. (f) If the Remarketing Agent has determined that it will be able to remarket all Preferred Securities tendered or deemed tendered prior to 4:00 P.M.12:00 p.m., New York City time, on by check or wire transfer in immediately available funds at such place and at such account as may be designated by the Initial Remarketing DateCollateral Agent in exchange for the Pledged Senior Notes. In the event the Collateral Agent receives such Proceeds, the Reset AgentCollateral Agent will, subject at the written direction of the Company, apply an amount equal to the terms Treasury Portfolio Purchase Price to purchase from the Quotation Agent the Treasury Portfolio and promptly remit the remaining portion of such 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 Remarketing AgreementCompany under the Purchase Contracts constituting a part of such Corporate Units, in substitution for the Pledged Senior Notes. Thereafter the Collateral Agent shall determine the Reset Rate. (g) Ifhave such security interests, by 4:00 P.M., New York City time, on the Initial Remarketing Date, the Remarketing Agent is unable to remarket all Preferred Securities tendered or deemed tendered for purchase or if the Initial Remarketing shall not have occurred because a condition precedent rights and obligations with respect to the Remarketing shall not have been fulfilledTreasury Portfolio as it had in respect of the Pledged Senior Notes as provided in Articles 2, a failed Remarketing ("Failed Initial Remarketing") 3, 4, 5 and 6, and any reference herein to the Senior Notes shall be deemed to have occurred be reference to such Treasury Portfolio, and the Remarketing Agent shall so advise by telephone the Collateral Agent, the Administrative Trustees, the Depositor, the Property Trustee, the Indenture Trustee and the Clearing Agency. (h) By approximately 4:30 P.M., New York City time, any reference herein to interest on the Initial Remarketing Date, provided that there has not been a Failed Initial Remarketing, the Remarketing Agent shall advise, by telephone (i) the Collateral Agent, the Administrative Trustees, the Depositor, the Property Trustee, the Indenture Trustee and the Clearing Agency of the Reset Rate determined in the Initial Remarketing and the aggregate Liquidation Amount of Preferred Securities sold in the Initial Remarketing, (ii) each purchaser (or the Clearing Agency Participant thereof) of the Reset Rate and the aggregate Liquidation Amount of Preferred Securities such purchaser is to purchase and (iii) each purchaser to give instructions to its Clearing Agency Participant to pay the purchase price on the Initial Reset Date in same day funds against delivery of the Preferred Securities purchased through the facilities of the Clearing Agency. (i) In accordance with the Clearing Agency's normal procedures, on the Initial Reset Date, the transactions described above with respect to each Preferred Security tendered for purchase and sold in the Initial Remarketing Senior Notes shall be executed through the Clearing Agency, and the accounts of the respective Clearing Agency Participants shall be debited and credited and such Preferred Securities delivered by book entry as necessary to effect purchases and sales of such Preferred Securities. The Clearing Agency shall make payment in accordance with its normal procedures. (j) If any Holder selling Preferred Securities in the Initial Remarketing fails to deliver such Preferred Securities, the Clearing Agency Participant of such selling Holder and of any other Person that was to have purchased Preferred Securities in the Initial Remarketing may deliver to any such other Person an aggregate Liquidation Amount of Preferred Securities that is less than the aggregate Liquidation Amount of Preferred Securities that otherwise was deemed to be purchased by a reference to distributions on such Person. In such event, the aggregate Liquidation Amount of Preferred Securities to be so delivered shall be determined by such Clearing Agency Participant, and delivery of such lesser aggregate Liquidation Amount of Preferred Securities shall constitute good deliveryTreasury Portfolio. (k) The Remarketing Agent is not obligated to purchase any Preferred Securities in the Initial Remarketing or otherwise. Neither the Trust, any Trustee, the Depositor nor the Remarketing Agent shall be obligated in any case to provide funds to make payment upon tender of Preferred Securities for Remarketing. (l) The tender and settlement procedures set forth in this Section 5.13, including provisions for payment by purchasers of Preferred Securities in the Initial Remarketing, shall be subject to modification, notwithstanding any provision to the contrary set forth herein, to the extent required by the Clearing Agency or if the book-entry system is no longer available for the Preferred Securities at the time of the Initial Remarketing, to facilitate the tendering and Remarketing of Preferred Securities in certificated form. In addition, the Remarketing Agent may, notwithstanding any provision to the contrary set forth herein, modify the settlement procedures set forth herein in order to facilitate the settlement process. (m) Anything herein to the contrary notwithstanding, the Reset Rate shall in no event exceed the maximum rate permitted by applicable law and, as provided in the Remarketing Agreement, neither the Remarketing Agent nor the Reset Agent shall have any obligation to determine whether there is any limitation under applicable law on the Reset Rate or, if there is any such limitation, the maximum permissible Reset Rate on the Preferred Securities and they shall rely solely upon written notice from the Depositor (which the Depositor agrees to provide no later than the eighth Business Day before the Initial Reset Date) as to whether or not there is any such limitation and, if so, the maximum permissible Reset Rate.

Initial Remarketing. Unless a Tax Event Redemption has occurred, the Company shall engage a nationally recognized investment bank (athe "Remarketing Agent") The Depositor will request, not later than seven nor more than 15 calendar days prior 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, that the Clearing Agency notify the Holders of the Preferred Securities and the Holders of Corporate Units and Treasury Units of the Initial Remarketing. (b) Not later than 5:00 P.M.Agent shall notify, by 10:00 a.m., New York City time, on the fifth Business Day immediately preceding the Initial Reset Date (but in no event earlier than the Distribution Date next preceding the Initial Reset Remarketing Date), each Holder of the Separate Preferred Securities may elect to have Preferred Securities held by such Holder remarketed. Holders of Separate Preferred Securities shall give notice of their election to have such Separate Preferred Securities remarketed to the Custodial Agent and deliver such Separate Preferred Securities to the Custodial Agent pursuant to the Pledge Agreement. Any such notice and delivery shall be irrevocable after 5:00 P.M., New York City time, on the fifth Business Day immediately preceding the Initial Reset Date and may not be conditioned upon the level at which the Reset Rate is established. Under Section 5.02 of the Purchase Contract Agreement, Preferred Securities that constitute components of Corporate Units will be remarketed as provided therein and in this Section 5.13. The Preferred Securities constituting components of Corporate Units shall be deemed tendered, notwithstanding any failure by the Holder of such Corporate Units to deliver or properly deliver such Preferred Securities to the Remarketing Agent for purchase. (c) The right of each Holder the aggregate principal amount of Notes to have Preferred Securities (including any Preferred Securities that constitute components of Corporate Units) tendered for purchase shall be limited to remarketed. Concurrently, the extent that (i) the Remarketing Agent conducts a Remarketing Collateral Agent, pursuant to the terms of the 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 Notes on such date at a price of approximately 100.5% (iibut not less than 100%) Preferred Securities tendered have not been called for redemption, (iii) of the Treasury Portfolio Purchase Price. If the Remarketing Agent is able to find a purchaser or purchasers for tendered Preferred Securities remarket the Notes at a price per Preferred Security equal to or greater than 100% of the Treasury Portfolio Purchase Price (a "Successful Initial Remarketing"), the portion of the proceeds from such that Successful Initial Remarketing equal to the aggregate price 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 (0.25%) of the Treasury Portfolio Purchase Price from any amount of such proceeds in excess of the Treasury Portfolio Purchase Price. Any proceeds in excess of those required to pay the Treasury Portfolio Purchase Price and the Remarketing Fee will be remitted to the Agent for payment to the Holders of the related Income PRIDES. Income PRIDES Holders whose Notes are so remarketed will not otherwise be responsible for the Preferred Securities is 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 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 a Successful Initial Remarketing, the Holders of Income PRIDES and the Collateral Agent shall have such security interests, rights and obligations with respect to the Treasury Portfolio as the Holder of Income PRIDES and the Collateral Agent had in respect of the Notes, as the case may be, subject to the Pledge thereof as provided in Sections 2, 3, 4, 5 and 6 of the Pledge Agreement, and any reference herein or in the Certificates to the Notes shall be deemed to be a reference to such Treasury Portfolio and any reference herein or in the Certificates to interest on the Notes shall be deemed to be a reference to corresponding distributions on 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 sum of the Treasury Portfolio Purchase Price, the Separate Preferred Securities Purchase Price and deferred and unpaid Distributions, if any, on the Preferred Securities, and (iv) such purchaser or purchasers deliver the purchase price therefor to the Remarketing Agent as and when required. (d) On the Initial Remarketing Date, pursuant to the Remarketing Agreement the Remarketing Agent shall use reasonable efforts to remarket, at a price per Preferred Security such that the aggregate price for the Preferred Securities is equal to approximately 100.25% of the sum of the Treasury Portfolio Purchase Price, the Separate Preferred Securities Purchase Price and deferred and unpaid Distributions on the Preferred Securities to be remarketed. (e) [reserved]. (f) If the Remarketing Agent has determined that it remarketing will be able deemed to remarket all Preferred Securities tendered or deemed tendered prior to 4:00 P.M., New York City time, on the Initial Remarketing Date, the Reset Agent, subject to the terms of the Remarketing Agreement, shall determine the Reset Rate. have failed (g) If, by 4:00 P.M., New York City time, on the Initial Remarketing Date, the Remarketing Agent is unable to remarket all Preferred Securities tendered or deemed tendered for purchase or if the Initial Remarketing shall not have occurred because a condition precedent to the Remarketing shall not have been fulfilled, a failed Remarketing ("Failed Initial Remarketing") shall be deemed to have occurred and the Remarketing Agent shall so advise by telephone the Collateral Agent, the Administrative Trustees, the Depositor, the Property Trustee, the Indenture Trustee and the Clearing Agency. (h) By approximately 4:30 P.M., New York City time, on the Initial Remarketing Date, provided that there has not been ). The Company will cause a notice of a Failed Initial RemarketingRemarketing to be published on the second Business Day immediately preceding May 17, the Remarketing Agent shall advise, by telephone (i) the Collateral Agent, the Administrative Trustees, the Depositor, the Property Trustee, the Indenture Trustee and the Clearing Agency of the Reset Rate determined 2004 in a daily newspaper in the Initial Remarketing and the aggregate Liquidation Amount English language of Preferred Securities sold general circulation in the Initial RemarketingThe City of New York, (ii) each purchaser (or the Clearing Agency Participant thereof) of the Reset Rate and the aggregate Liquidation Amount of Preferred Securities such purchaser which is to purchase and (iii) each purchaser to give instructions to its Clearing Agency Participant to pay the purchase price on the Initial Reset Date in same day funds against delivery of the Preferred Securities purchased through the facilities of the Clearing Agency. (i) In accordance with the Clearing Agency's normal procedures, on the Initial Reset Date, the transactions described above with respect to each Preferred Security tendered for purchase and sold in the Initial Remarketing shall be executed through the Clearing Agency, and the accounts of the respective Clearing Agency Participants shall be debited and credited and such Preferred Securities delivered by book entry as necessary to effect purchases and sales of such Preferred Securities. The Clearing Agency shall make payment in accordance with its normal procedures. (j) If any Holder selling Preferred Securities in the Initial Remarketing fails to deliver such Preferred Securities, the Clearing Agency Participant of such selling Holder and of any other Person that was to have purchased Preferred Securities in the Initial Remarketing may deliver to any such other Person an aggregate Liquidation Amount of Preferred Securities that is less than the aggregate Liquidation Amount of Preferred Securities that otherwise was expected to be purchased by such Person. In such event, the aggregate Liquidation Amount of Preferred Securities to be so delivered shall be determined by such Clearing Agency Participant, and delivery of such lesser aggregate Liquidation Amount of Preferred Securities shall constitute good deliveryThe Wall Street Journal. (k) The Remarketing Agent is not obligated to purchase any Preferred Securities in the Initial Remarketing or otherwise. Neither the Trust, any Trustee, the Depositor nor the Remarketing Agent shall be obligated in any case to provide funds to make payment upon tender of Preferred Securities for Remarketing. (l) The tender and settlement procedures set forth in this Section 5.13, including provisions for payment by purchasers of Preferred Securities in the Initial Remarketing, shall be subject to modification, notwithstanding any provision to the contrary set forth herein, to the extent required by the Clearing Agency or if the book-entry system is no longer available for the Preferred Securities at the time of the Initial Remarketing, to facilitate the tendering and Remarketing of Preferred Securities in certificated form. In addition, the Remarketing Agent may, notwithstanding any provision to the contrary set forth herein, modify the settlement procedures set forth herein in order to facilitate the settlement process. (m) Anything herein to the contrary notwithstanding, the Reset Rate shall in no event exceed the maximum rate permitted by applicable law and, as provided in the Remarketing Agreement, neither the Remarketing Agent nor the Reset Agent shall have any obligation to determine whether there is any limitation under applicable law on the Reset Rate or, if there is any such limitation, the maximum permissible Reset Rate on the Preferred Securities and they shall rely solely upon written notice from the Depositor (which the Depositor agrees to provide no later than the eighth Business Day before the Initial Reset Date) as to whether or not there is any such limitation and, if so, the maximum permissible Reset Rate.

Initial Remarketing. (a) The Depositor will requestCollateral Agent shall, not later than seven nor more than 15 calendar days prior to the Initial Remarketing Date, that the Clearing Agency notify the Holders of the Preferred Securities and the Holders of Corporate Units and Treasury Units of the Initial Remarketing. (b) Not later than 5:00 P.M.by 10:00 a.m., New York City time, on the fifth fourth Business Day immediately preceding the Initial Reset Date (but in no event earlier than the Distribution Date next preceding the Initial Reset Date)May 17, each 2004, without any instruction from any Holder of Income PRIDES, present the Separate Preferred Securities may elect to have Preferred Securities held by such Holder remarketed. Holders of Separate Preferred Securities shall give notice of their election to have such Separate Preferred Securities remarketed to the Custodial Agent and deliver such Separate Preferred Securities to the Custodial Agent pursuant to the Pledge Agreement. Any such notice and delivery shall be irrevocable after 5:00 P.M., New York City time, on the fifth Business Day immediately preceding the Initial Reset Date and may not be conditioned upon the level at which the Reset Rate is established. Under Section 5.02 of the Purchase Contract Agreement, Preferred Securities that constitute components of Corporate Units will be remarketed as provided therein and in this Section 5.13. The Preferred Securities constituting components of Corporate Units shall be deemed tendered, notwithstanding any failure by the Holder of such Corporate Units to deliver or properly deliver such Preferred Securities related Pledged Notes to the Remarketing Agent for purchase. (c) The right of each Holder to have Preferred Securities (including any Preferred Securities that constitute components of Corporate Units) tendered for purchase shall be limited to the extent that (i) remarketing. Upon receiving such Pledged Notes, the Remarketing Agent conducts a Remarketing Agent, pursuant to the terms of the Remarketing Agreement, (ii) Preferred Securities tendered have not been called for redemption, (iii) the Remarketing Agent is able will use its reasonable efforts to find a purchaser or purchasers for tendered Preferred Securities remarket such Pledged Notes on such date at a price per Preferred Security such that the aggregate price for the Preferred Securities is of approximately 100.5% (but not less than 100% %) of the sum Treasury Portfolio Purchase Price. 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 Treasury Portfolio Purchase Price, the Separate Preferred Securities Purchase Price and deferred and unpaid Distributions, if any, on Remarketing Agent will remit the Preferred Securities, and (iv) entire amount of the Proceeds of such purchaser or purchasers deliver the purchase price therefor remarketing to the Remarketing 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 and when required. (d) On may be designated by the Initial Remarketing DateCollateral Agent in exchange for the Pledged Notes. In the event the Collateral Agent receives such Proceeds, pursuant to the Remarketing Agreement the Remarketing Collateral Agent shall use reasonable efforts to remarketwill, at a price per Preferred Security such that the aggregate price for written direction of the Preferred Securities is Company, apply an amount equal to approximately 100.25% of the sum of the Treasury Portfolio Purchase Price, Price to purchase from the Separate Preferred Securities Purchase Price Quotation Agent the Treasury Portfolio and deferred and unpaid Distributions on promptly remit the Preferred Securities to be remarketed. (e) [reserved]. (f) If the Remarketing Agent has determined that it will be able to remarket all Preferred Securities tendered or deemed tendered prior to 4:00 P.M., New York City time, on the Initial Remarketing Date, the Reset Agent, subject remaining portion of such Proceeds to the terms Purchase Contract Agent for payment to the Holders of Income PRIDES. The Collateral Agent shall Transfer the Treasury Portfolio to the Collateral Account to secure the obligation of all Holders of Income PRIDES to purchase Common Stock of the Remarketing AgreementCompany under the Purchase Contracts constituting a part of such Income PRIDES, in substitution for the Pledged Notes. Thereafter the Collateral Agent shall determine the Reset Rate. (g) Ifhave such security interests, by 4:00 P.M., New York City time, on the Initial Remarketing Date, the Remarketing Agent is unable to remarket all Preferred Securities tendered or deemed tendered for purchase or if the Initial Remarketing shall not have occurred because a condition precedent rights and obligations with respect to the Remarketing shall not have been fulfilledTreasury Portfolio as it had in respect of the Pledged Notes as provided in Articles II, a failed Remarketing ("Failed Initial Remarketing") III, IV, V and VI, and any reference herein to the Notes shall be deemed to have occurred be reference to such Treasury Portfolio, and the Remarketing Agent shall so advise by telephone the Collateral Agent, the Administrative Trustees, the Depositor, the Property Trustee, the Indenture Trustee and the Clearing Agency. (h) By approximately 4:30 P.M., New York City time, any reference herein to interest on the Initial Remarketing Date, provided that there has not been a Failed Initial Remarketing, the Remarketing Agent shall advise, by telephone (i) the Collateral Agent, the Administrative Trustees, the Depositor, the Property Trustee, the Indenture Trustee and the Clearing Agency of the Reset Rate determined in the Initial Remarketing and the aggregate Liquidation Amount of Preferred Securities sold in the Initial Remarketing, (ii) each purchaser (or the Clearing Agency Participant thereof) of the Reset Rate and the aggregate Liquidation Amount of Preferred Securities such purchaser is to purchase and (iii) each purchaser to give instructions to its Clearing Agency Participant to pay the purchase price on the Initial Reset Date in same day funds against delivery of the Preferred Securities purchased through the facilities of the Clearing Agency. (i) In accordance with the Clearing Agency's normal procedures, on the Initial Reset Date, the transactions described above with respect to each Preferred Security tendered for purchase and sold in the Initial Remarketing Notes shall be executed through the Clearing Agency, and the accounts of the respective Clearing Agency Participants shall be debited and credited and such Preferred Securities delivered by book entry as necessary to effect purchases and sales of such Preferred Securities. The Clearing Agency shall make payment in accordance with its normal procedures. (j) If any Holder selling Preferred Securities in the Initial Remarketing fails to deliver such Preferred Securities, the Clearing Agency Participant of such selling Holder and of any other Person that was to have purchased Preferred Securities in the Initial Remarketing may deliver to any such other Person an aggregate Liquidation Amount of Preferred Securities that is less than the aggregate Liquidation Amount of Preferred Securities that otherwise was deemed to be purchased by a reference to distributions on such Person. In such event, the aggregate Liquidation Amount of Preferred Securities to be so delivered shall be determined by such Clearing Agency Participant, and delivery of such lesser aggregate Liquidation Amount of Preferred Securities shall constitute good deliveryTreasury Portfolio. (k) The Remarketing Agent is not obligated to purchase any Preferred Securities in the Initial Remarketing or otherwise. Neither the Trust, any Trustee, the Depositor nor the Remarketing Agent shall be obligated in any case to provide funds to make payment upon tender of Preferred Securities for Remarketing. (l) The tender and settlement procedures set forth in this Section 5.13, including provisions for payment by purchasers of Preferred Securities in the Initial Remarketing, shall be subject to modification, notwithstanding any provision to the contrary set forth herein, to the extent required by the Clearing Agency or if the book-entry system is no longer available for the Preferred Securities at the time of the Initial Remarketing, to facilitate the tendering and Remarketing of Preferred Securities in certificated form. In addition, the Remarketing Agent may, notwithstanding any provision to the contrary set forth herein, modify the settlement procedures set forth herein in order to facilitate the settlement process. (m) Anything herein to the contrary notwithstanding, the Reset Rate shall in no event exceed the maximum rate permitted by applicable law and, as provided in the Remarketing Agreement, neither the Remarketing Agent nor the Reset Agent shall have any obligation to determine whether there is any limitation under applicable law on the Reset Rate or, if there is any such limitation, the maximum permissible Reset Rate on the Preferred Securities and they shall rely solely upon written notice from the Depositor (which the Depositor agrees to provide no later than the eighth Business Day before the Initial Reset Date) as to whether or not there is any such limitation and, if so, the maximum permissible Reset Rate.

Initial Remarketing. Unless a Tax Event Redemption has occurred, the Company shall engage a nationally recognized investment bank (athe "Remarketing Agent") The Depositor will request, not later than seven nor more than 15 calendar days prior 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, that the Clearing Agency notify the Holders of the Preferred Securities and the Holders of Corporate Units and Treasury Units of the Initial Remarketing. (b) Not later than 5:00 P.M.Agent shall notify, by 10:00 a.m., New York City time, on the fifth Business Day immediately preceding the Initial Reset Date (but in no event earlier than the Distribution Date next preceding the Initial Reset Date), each Holder of the Separate Preferred Securities may elect to have Preferred Securities held by such Holder remarketed. Holders of Separate Preferred Securities shall give notice of their election to have such Separate Preferred Securities remarketed to the Custodial Agent and deliver such Separate Preferred Securities to the Custodial Agent pursuant to the Pledge Agreement. Any such notice and delivery shall be irrevocable after 5:00 P.M., New York City time, on the fifth Business Day immediately preceding the Initial Reset Date and may not be conditioned upon the level at which the Reset Rate is established. Under Section 5.02 of the Purchase Contract Agreement, Preferred Securities that constitute components of Corporate Units will be remarketed as provided therein and in this Section 5.13. The Preferred Securities constituting components of Corporate Units shall be deemed tendered, notwithstanding any failure by the Holder of such Corporate Units to deliver or properly deliver such Preferred Securities to the Remarketing Agent for purchase. (c) The right of each Holder to have Preferred Securities (including any Preferred Securities that constitute components of Corporate Units) tendered for purchase shall be limited to the extent that (i) the Remarketing Agent conducts a Remarketing pursuant to the terms of the Remarketing Agreement, (ii) Preferred Securities tendered have not been called for redemption, (iii) the Remarketing Agent is able to find a purchaser or purchasers for tendered Preferred Securities at a price per Preferred Security such that the aggregate price for the Preferred Securities is not less than 100% of the sum of the Treasury Portfolio Purchase Price, the Separate Preferred Securities Purchase Price and deferred and unpaid Distributions, if any, on the Preferred Securities, and (iv) such purchaser or purchasers deliver the purchase price therefor to the Remarketing Agent as and when required. (d) On the Initial Remarketing Date, pursuant to the Remarketing Agreement the Remarketing Agent shall use reasonable efforts to remarket, at a price per Preferred Security such that the aggregate price for the Preferred Securities is equal to approximately 100.25% of the sum of the Treasury Portfolio Purchase Price, the Separate Preferred Securities Purchase Price and deferred and unpaid Distributions on the Preferred Securities to be remarketed. (e) [reserved]. (f) If the Remarketing Agent has determined that it will be able to remarket all Preferred Securities tendered or deemed tendered prior to 4:00 P.M., New York City time, on the Initial Remarketing Date, the Reset Agent, subject to the terms of the Remarketing Agreement, shall determine the Reset Rate. (g) If, by 4:00 P.M., New York City time, on the Initial Remarketing Date, the Remarketing Agent is unable of the aggregate principal amount of Notes to remarket all Preferred Securities tendered or deemed tendered be remarketed. Concurrently, the Collateral Agent, pursuant to the terms of the Pledge Agreement, will present for purchase or if the Initial Remarketing shall not have occurred because a condition precedent remarketing such Notes to the Remarketing shall not have been fulfilled, a failed Remarketing ("Failed Initial Remarketing") shall be deemed to have occurred Agent. Upon receipt of such notice from the Agent and the Remarketing Agent shall so advise by telephone such Notes from the Collateral Agent, the Administrative Trustees, the Depositor, the Property Trustee, the Indenture Trustee and the Clearing Agency. (h) By approximately 4:30 P.M., New York City timeRemarketing Agent will, on the Initial Remarketing Date, provided that there has use its reasonable efforts to remarket such Notes on such date at a price of approximately 100.5% (but not been a Failed Initial Remarketing, less than 100%) of the Treasury Portfolio Purchase Price. If the Remarketing Agent shall advise, by telephone is able to remarket the Notes at a price equal to or greater than 100% of the Treasury Portfolio Purchase Price (i) the Collateral Agenta "Successful Initial Remarketing"), the Administrative Trustees, the Depositor, the Property Trustee, the Indenture Trustee and the Clearing Agency portion of the Reset Rate determined in the proceeds from such Successful Initial Remarketing and equal to the aggregate Liquidation Amount of Preferred Securities sold in the Initial Remarketing, (ii) each purchaser (or the Clearing Agency Participant thereof) of the Reset Rate and the aggregate Liquidation Amount of Preferred Securities such purchaser is Treasury Portfolio Purchase Price will be applied to purchase and (iii) each purchaser to give instructions to its Clearing Agency Participant to pay the purchase price on the Initial Reset Date in same day funds against delivery of the Preferred Securities purchased through the facilities of the Clearing Agency. (i) In accordance with the Clearing Agency's normal procedures, on the Initial Reset Date, the transactions described above with respect to each Preferred Security tendered for purchase and sold in the Initial Remarketing shall be executed through the Clearing Agency, and the accounts of the respective Clearing Agency Participants shall be debited and credited and such Preferred Securities delivered by book entry as necessary to effect purchases and sales of such Preferred Securities. The Clearing Agency shall make payment in accordance with its normal procedures. (j) If any Holder selling Preferred Securities in the Initial Remarketing fails to deliver such Preferred Securities, the Clearing Agency Participant of such selling Holder and of any other Person that was to have purchased Preferred Securities in the Initial Remarketing may deliver to any such other Person an aggregate Liquidation Amount of Preferred Securities that is less than the aggregate Liquidation Amount of Preferred Securities that otherwise was to be purchased by such Person. In such event, the aggregate Liquidation Amount of Preferred Securities to be so delivered shall be determined by such Clearing Agency Participant, and delivery of such lesser aggregate Liquidation Amount of Preferred Securities shall constitute good delivery. (k) The Remarketing Agent is not obligated to purchase any Preferred Securities in the Initial Remarketing or otherwise. Neither the Trust, any Trustee, the Depositor nor the Remarketing Agent shall be obligated in any case to provide funds to make payment upon tender of Preferred Securities for Remarketing. (l) The tender and settlement procedures set forth in this Section 5.13, including provisions for payment by purchasers of Preferred Securities in the Initial Remarketing, shall be subject to modification, notwithstanding any provision to the contrary set forth herein, to the extent required by the Clearing Agency or if the book-entry system is no longer available for the Preferred Securities at the time of the Initial Remarketing, to facilitate the tendering and Remarketing of Preferred Securities in certificated formTreasury Portfolio. In addition, the Remarketing Agent may, notwithstanding may deduct as a remarketing fee ("Remarketing Fee") an amount equal to 25 basis points (0.25%) of the Treasury Portfolio Purchase Price from any provision amount of such proceeds in excess of the Treasury Portfolio Purchase Price. Any proceeds in excess of those required to pay the Treasury Portfolio Purchase Price and the Remarketing Fee will be remitted to the contrary set forth herein, modify the settlement procedures set forth herein in order to facilitate the settlement process. (m) Anything herein Agent for payment to the contrary notwithstandingHolders of the 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 Treasury Portfolio will be substituted for the Notes of Holders of Upper DECS and will be pledged to the Collateral 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 a Successful Initial Remarketing, the Reset Rate Holders of Upper DECS and the Collateral Agent shall have such security interests, rights and obligations with respect to the Treasury Portfolio as the Holder of Upper DECS and the Collateral Agent had in no event exceed respect of the maximum rate permitted by applicable law andNotes, as the case may be, subject to the Pledge thereof as provided in Sections 2, 3, 4, 5 and 6 of the Remarketing Pledge Agreement, neither and any reference herein or in the Certificates to the Notes shall be deemed to be a reference to such Treasury Portfolio and any reference herein or in the Certificates to interest on the Notes shall be deemed to be a reference to corresponding distributions on 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 nor cannot remarket the Reset Agent shall 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 any obligation failed (a "Failed Initial Remarketing"). The Company will cause a notice of a Failed Initial Remarketing to determine whether there is any limitation under applicable law be published on the Reset Rate or, if there is any such limitation, the maximum permissible Reset Rate on the Preferred Securities and they shall rely solely upon written notice from the Depositor (which the Depositor agrees to provide no later than the eighth second Business Day before the Initial Reset Date) as to whether or not there is any such limitation andimmediately preceding May 17, if so, the maximum permissible Reset Rate2004 in an Authorized Newspaper and by means of Bloomberg and Reuters newswire.

Initial Remarketing. (a) The Depositor will requestUnless a Tax Event Redemption has occurred, not later than seven nor more than 15 calendar days prior 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, that the Clearing Agency notify the Holders of the Preferred Securities and the Holders of Corporate Units and Treasury Units of the Initial Remarketing. (b) Not later than 5:00 P.M.Agent shall notify, by 10:00 a.m., New York City time, on the fifth Business Day immediately preceding the Initial Reset Date Remarketing Date, the Remarketing Agent of 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. Concurrently, the Collateral Agent, pursuant to the terms of the 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 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 plus the Separate Notes Purchase Price from any amount of such proceeds in no event earlier than excess of the Distribution Date next preceding Treasury Portfolio Purchase Price plus the Separate Notes Purchase Price. With respect to Separate Notes, any proceeds of the Initial Reset Remarketing in excess of the Remarketing or attributable to the Separate Notes will be remitted to the Custodial Agent for payment to the Holders of separate Notes. 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 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 a Successful Initial Remarketing, each the Holders of Income PRIDES and the Collateral Agent shall have such security interests, rights and obligations with respect to the Treasury Portfolio as the Holder of Income PRIDES and the Collateral Agent had in respect of the Notes, as the case may be, subject to the Pledge thereof as provided in Sections 2, 3, 4, 5 and 6 of the Pledge Agreement, and any reference herein or in the Certificates to the Notes shall be deemed to be a reference to such Treasury Portfolio and any reference herein or in the Certificates to interest on the Notes shall be deemed to be a reference to corresponding distributions on 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 Preferred Securities 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). (b) A Holder of a Note that is no longer part of an Income PRIDES may elect to have Preferred Securities held by such Note remarketed in the Initial Remarketing. A Holder remarketed. Holders of Separate Preferred Securities shall give notice of their making such an election to have such Separate Preferred Securities remarketed to must notify the Custodial Agent and deliver such Separate Preferred Securities Notes to the Custodial Agent pursuant prior to the Pledge Agreement. Any such notice and delivery shall be irrevocable after 5:00 P.M., 11:00 a.m. (New York City time, ) on the fifth second Business Day immediately preceding the Initial Reset Remarketing Date of the aggregate principal amount of Separate Notes that are to be remarketed. Any such notice will be irrevocable and may not be conditioned upon the level at which the Reset Rate is establishedestablished in the Remarketing. Under Section 5.02 of the Purchase Contract Agreement, Preferred Securities that constitute components of Corporate Units will be remarketed as provided therein and in this Section 5.13. The Preferred Securities constituting components of Corporate Units shall be deemed tendered, notwithstanding any failure by the Holder of such Corporate Units to deliver or properly deliver such Preferred Securities to the Remarketing Agent for purchase. By 11:00 a.m. (c) The right of each Holder to have Preferred Securities (including any Preferred Securities that constitute components of Corporate Units) tendered for purchase shall be limited to the extent that (i) the Remarketing Agent conducts a Remarketing pursuant to the terms of the Remarketing Agreement, (ii) Preferred Securities tendered have not been called for redemption, (iii) the Remarketing Agent is able to find a purchaser or purchasers for tendered Preferred Securities at a price per Preferred Security such that the aggregate price for the Preferred Securities is not less than 100% of the sum of the Treasury Portfolio Purchase Price, the Separate Preferred Securities Purchase Price and deferred and unpaid Distributions, if any, on the Preferred Securities, and (iv) such purchaser or purchasers deliver the purchase price therefor to the Remarketing Agent as and when required. (d) On the Initial Remarketing Date, pursuant to the Remarketing Agreement the Remarketing Agent shall use reasonable efforts to remarket, at a price per Preferred Security such that the aggregate price for the Preferred Securities is equal to approximately 100.25% of the sum of the Treasury Portfolio Purchase Price, the Separate Preferred Securities Purchase Price and deferred and unpaid Distributions on the Preferred Securities to be remarketed. (e) [reserved]. (f) If the Remarketing Agent has determined that it will be able to remarket all Preferred Securities tendered or deemed tendered prior to 4:00 P.M., New York City time, ) on the Business Day immediately preceding the Initial Remarketing Date, the Reset Agent, subject Custodial Agent shall cause such Separate Notes to be presented to the terms of the Remarketing Agreement, shall determine the Reset RateAgent for Remarketing. (gc) If, by 4:00 P.M., New York City time, on Not later than seven calendar days nor more than 15 calendar days prior to the Initial Remarketing Date, the Remarketing Agent is unable to remarket all Preferred Securities tendered or deemed tendered for purchase or if the Initial Remarketing Company shall not have occurred because a condition precedent to the Remarketing shall not have been fulfilled, a failed Remarketing ("Failed Initial Remarketing") shall be deemed to have occurred and the Remarketing Agent shall so advise by telephone the Collateral Agent, the Administrative Trustees, the Depositor, the Property Trustee, the Indenture Trustee and the Clearing Agency. (h) By approximately 4:30 P.M., New York City time, on the Initial Remarketing Date, provided request that there has not been a Failed Initial Remarketing, the Remarketing Agent shall advise, by telephone (i) the Collateral Agent, the Administrative Trustees, the Depositor, the Property Trustee, the Indenture Trustee and the Clearing Agency notify the Beneficial Owners or Clearing Agency participants holding securities of the Reset Rate determined in the Initial Remarketing and the aggregate Liquidation Amount of Preferred Securities sold procedures followed in the Initial Remarketing, (ii) each purchaser (or the Clearing Agency Participant thereof) of the Reset Rate and the aggregate Liquidation Amount of Preferred Securities such purchaser is to purchase and (iii) each purchaser to give instructions to its Clearing Agency Participant to pay the purchase price on the Initial Reset Date in same day funds against delivery of the Preferred Securities purchased through the facilities of the Clearing Agency. (id) In accordance with the Clearing Agency's normal procedures, on the Initial Reset DateIf required by applicable law, the transactions described above Company agrees to endeavor to ensure that a registration statement with respect regard to each Preferred Security tendered for purchase and sold the full amount of the Notes to be remarketed in the Initial Remarketing remarketing shall be executed through effective with the Clearing Agency, Securities and the accounts of the respective Clearing Agency Participants shall be debited and credited and such Preferred Securities delivered by book entry as necessary to effect purchases and sales of such Preferred Securities. The Clearing Agency shall make payment exchange Commission in accordance with its normal procedures. (j) If any Holder selling Preferred Securities in the Initial Remarketing fails to deliver such Preferred Securities, the Clearing Agency Participant of such selling Holder and of any other Person a form that was to have purchased Preferred Securities in the Initial Remarketing may deliver to any such other Person an aggregate Liquidation Amount of Preferred Securities that is less than the aggregate Liquidation Amount of Preferred Securities that otherwise was to be purchased by such Person. In such event, the aggregate Liquidation Amount of Preferred Securities to be so delivered shall be determined by such Clearing Agency Participant, and delivery of such lesser aggregate Liquidation Amount of Preferred Securities shall constitute good delivery. (k) The Remarketing Agent is not obligated to purchase any Preferred Securities in the Initial Remarketing or otherwise. Neither the Trust, any Trustee, the Depositor nor will enable the Remarketing Agent shall be obligated to rely on it in any case to provide funds to make payment upon tender of Preferred Securities for Remarketing. (l) The tender and settlement procedures set forth in this Section 5.13, including provisions for payment by purchasers of Preferred Securities in connection with the Initial Remarketing, shall be subject to modification, notwithstanding any provision to the contrary set forth herein, to the extent required by the Clearing Agency or if the book-entry system is no longer available for the Preferred Securities at the time of the Initial Remarketing, to facilitate the tendering and Remarketing of Preferred Securities in certificated form. In addition, the Remarketing Agent may, notwithstanding any provision to the contrary set forth herein, modify the settlement procedures set forth herein in order to facilitate the settlement process. (m) Anything herein to the contrary notwithstanding, the Reset Rate shall in no event exceed the maximum rate permitted by applicable law and, as provided in the Remarketing Agreement, neither the Remarketing Agent nor the Reset Agent shall have any obligation to determine whether there is any limitation under applicable law on the Reset Rate or, if there is any such limitation, the maximum permissible Reset Rate on the Preferred Securities and they shall rely solely upon written notice from the Depositor (which the Depositor agrees to provide no later than the eighth Business Day before the Initial Reset Date) as to whether or not there is any such limitation and, if so, the maximum permissible Reset Rate.

Initial Remarketing. (a) The Depositor will requestCollateral Agent shall, not later than seven nor more than 15 calendar days prior to the Initial Remarketing Date, that the Clearing Agency notify the Holders of the Preferred Securities and the Holders of Corporate Units and Treasury Units of the Initial Remarketing. (b) Not later than 5:00 P.M.by 10:00 a.m., New York City time, on the fifth fourth Business Day immediately preceding the Initial Reset Date (but in no event earlier than the Distribution Date next preceding the Initial Reset Date)February 17, each 2005, without any instruction from any Holder of Corporate Units, present the Separate Preferred Securities may elect to have Preferred Securities held by such Holder remarketed. Holders of Separate Preferred Securities shall give notice of their election to have such Separate Preferred Securities remarketed to the Custodial Agent and deliver such Separate Preferred Securities to the Custodial Agent pursuant to the Pledge Agreement. Any such notice and delivery shall be irrevocable after 5:00 P.M., New York City time, on the fifth Business Day immediately preceding the Initial Reset Date and may not be conditioned upon the level at which the Reset Rate is established. Under Section 5.02 of the Purchase Contract Agreement, Preferred Securities that constitute components of Corporate Units will be remarketed as provided therein and in this Section 5.13. The Preferred Securities constituting components of Corporate Units shall be deemed tendered, notwithstanding any failure by the Holder of such Corporate Units to deliver or properly deliver such Preferred Securities related Pledged Notes to the Remarketing Agent for purchase. (c) The right of each Holder to have Preferred Securities (including any Preferred Securities that constitute components of Corporate Units) tendered for purchase shall be limited to the extent that (i) remarketing. Upon receiving such Pledged Notes, the Remarketing Agent conducts a Remarketing Agent, pursuant to the terms of the Remarketing Agreement, (ii) Preferred Securities tendered have not been called for redemption, (iii) the Remarketing Agent is able will use its reasonable efforts to find a purchaser or purchasers for tendered Preferred Securities remarket such Pledged Notes on such date at a price per Preferred Security such that the aggregate price for the Preferred Securities is of approximately 100.5% (but not less than 100% %) of the sum Treasury Portfolio Purchase Price. 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 Treasury Portfolio Purchase Price, the Separate Preferred Securities Purchase Price and deferred and unpaid Distributions, if any, on Remarketing Agent will remit the Preferred Securities, and (iv) entire amount of the Proceeds of such purchaser or purchasers deliver the purchase price therefor remarketing to the Remarketing 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 and when required. (d) On may be designated by the Initial Remarketing DateCollateral Agent in exchange for the Pledged Notes. In the event the Collateral Agent receives such Proceeds, pursuant to the Remarketing Agreement the Remarketing Collateral Agent shall use reasonable efforts to remarketwill, at a price per Preferred Security such that the aggregate price for written direction of the Preferred Securities is Company, apply an amount equal to approximately 100.25% of the sum of the Treasury Portfolio Purchase Price, Price to purchase from the Separate Preferred Securities Purchase Price Quotation Agent the Treasury Portfolio and deferred and unpaid Distributions on promptly remit the Preferred Securities to be remarketed. (e) [reserved]. (f) If the Remarketing Agent has determined that it will be able to remarket all Preferred Securities tendered or deemed tendered prior to 4:00 P.M., New York City time, on the Initial Remarketing Date, the Reset Agent, subject remaining portion of such Proceeds to the terms 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 Remarketing AgreementCompany under the Purchase Contracts constituting a part of such Corporate Units, in substitution for the Pledged Notes. Thereafter the Collateral Agent shall determine the Reset Rate. (g) Ifhave such security interests, by 4:00 P.M., New York City time, on the Initial Remarketing Date, the Remarketing Agent is unable to remarket all Preferred Securities tendered or deemed tendered for purchase or if the Initial Remarketing shall not have occurred because a condition precedent rights and obligations with respect to the Remarketing shall not have been fulfilledTreasury Portfolio as it had in respect of the Pledged Notes as provided in Articles II, a failed Remarketing ("Failed Initial Remarketing") III, IV, V and VI, and any reference herein to the Notes shall be deemed to have occurred be reference to such Treasury Portfolio, and the Remarketing Agent shall so advise by telephone the Collateral Agent, the Administrative Trustees, the Depositor, the Property Trustee, the Indenture Trustee and the Clearing Agency. (h) By approximately 4:30 P.M., New York City time, any reference herein to interest on the Initial Remarketing Date, provided that there has not been a Failed Initial Remarketing, the Remarketing Agent shall advise, by telephone (i) the Collateral Agent, the Administrative Trustees, the Depositor, the Property Trustee, the Indenture Trustee and the Clearing Agency of the Reset Rate determined in the Initial Remarketing and the aggregate Liquidation Amount of Preferred Securities sold in the Initial Remarketing, (ii) each purchaser (or the Clearing Agency Participant thereof) of the Reset Rate and the aggregate Liquidation Amount of Preferred Securities such purchaser is to purchase and (iii) each purchaser to give instructions to its Clearing Agency Participant to pay the purchase price on the Initial Reset Date in same day funds against delivery of the Preferred Securities purchased through the facilities of the Clearing Agency. (i) In accordance with the Clearing Agency's normal procedures, on the Initial Reset Date, the transactions described above with respect to each Preferred Security tendered for purchase and sold in the Initial Remarketing Notes shall be executed through the Clearing Agency, and the accounts of the respective Clearing Agency Participants shall be debited and credited and such Preferred Securities delivered by book entry as necessary to effect purchases and sales of such Preferred Securities. The Clearing Agency shall make payment in accordance with its normal procedures. (j) If any Holder selling Preferred Securities in the Initial Remarketing fails to deliver such Preferred Securities, the Clearing Agency Participant of such selling Holder and of any other Person that was to have purchased Preferred Securities in the Initial Remarketing may deliver to any such other Person an aggregate Liquidation Amount of Preferred Securities that is less than the aggregate Liquidation Amount of Preferred Securities that otherwise was deemed to be purchased by a reference to distributions on such Person. In such event, the aggregate Liquidation Amount of Preferred Securities to be so delivered shall be determined by such Clearing Agency Participant, and delivery of such lesser aggregate Liquidation Amount of Preferred Securities shall constitute good deliveryTreasury Portfolio. (k) The Remarketing Agent is not obligated to purchase any Preferred Securities in the Initial Remarketing or otherwise. Neither the Trust, any Trustee, the Depositor nor the Remarketing Agent shall be obligated in any case to provide funds to make payment upon tender of Preferred Securities for Remarketing. (l) The tender and settlement procedures set forth in this Section 5.13, including provisions for payment by purchasers of Preferred Securities in the Initial Remarketing, shall be subject to modification, notwithstanding any provision to the contrary set forth herein, to the extent required by the Clearing Agency or if the book-entry system is no longer available for the Preferred Securities at the time of the Initial Remarketing, to facilitate the tendering and Remarketing of Preferred Securities in certificated form. In addition, the Remarketing Agent may, notwithstanding any provision to the contrary set forth herein, modify the settlement procedures set forth herein in order to facilitate the settlement process. (m) Anything herein to the contrary notwithstanding, the Reset Rate shall in no event exceed the maximum rate permitted by applicable law and, as provided in the Remarketing Agreement, neither the Remarketing Agent nor the Reset Agent shall have any obligation to determine whether there is any limitation under applicable law on the Reset Rate or, if there is any such limitation, the maximum permissible Reset Rate on the Preferred Securities and they shall rely solely upon written notice from the Depositor (which the Depositor agrees to provide no later than the eighth Business Day before the Initial Reset Date) as to whether or not there is any such limitation and, if so, the maximum permissible Reset Rate.

Initial Remarketing. (a) The Depositor will requestCollateral Agent shall, not later than seven nor more than 15 calendar days prior to the Initial Remarketing Date, that the Clearing Agency notify the Holders of the Preferred Securities and the Holders of Corporate Units and Treasury Units of the Initial Remarketing. (b) Not later than 5:00 P.M.by 10:00 a.m., New York City time, on the fifth fourth Business Day immediately preceding the Initial Reset Date (but in no event earlier than the Distribution Date next preceding the Initial Reset Date)May 17, each 2004, without any instruction from any Holder of Corporate Units, present the Separate Preferred Securities may elect to have Preferred Securities held by such Holder remarketed. Holders of Separate Preferred Securities shall give notice of their election to have such Separate Preferred Securities remarketed to the Custodial Agent and deliver such Separate Preferred Securities to the Custodial Agent pursuant to the Pledge Agreement. Any such notice and delivery shall be irrevocable after 5:00 P.M., New York City time, on the fifth Business Day immediately preceding the Initial Reset Date and may not be conditioned upon the level at which the Reset Rate is established. Under Section 5.02 of the Purchase Contract Agreement, Preferred Securities that constitute components of Corporate Units will be remarketed as provided therein and in this Section 5.13. The Preferred Securities constituting components of Corporate Units shall be deemed tendered, notwithstanding any failure by the Holder of such Corporate Units to deliver or properly deliver such Preferred Securities related Pledged Notes to the Remarketing Agent for purchase. (c) The right of each Holder to have Preferred Securities (including any Preferred Securities that constitute components of Corporate Units) tendered for purchase shall be limited to the extent that (i) remarketing. Upon receiving such Pledged Notes, the Remarketing Agent conducts a Remarketing Agent, pursuant to the terms of the Remarketing Agreement and the Supplemental Remarketing Agreement, (ii) Preferred Securities tendered have not been called for redemption, (iii) the Remarketing Agent is able will use its commercially reasonable best efforts to find a purchaser or purchasers for tendered Preferred Securities remarket such Pledged Notes on such date at a price per Preferred Security such that the aggregate price for the Preferred Securities is of approximately 100.25% (but not less than 100% %) of the sum Treasury Portfolio Purchase Price. 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 Treasury Portfolio Purchase Price, the Separate Preferred Securities Purchase Price and deferred and unpaid Distributions, if any, on Remarketing Agent will remit the Preferred Securities, and (iv) entire amount of the Proceeds of such purchaser or purchasers deliver the purchase price therefor remarketing to the Remarketing Collateral Agent as and when required. (d) On the Initial Remarketing Date, pursuant to the Remarketing Agreement the Remarketing Agent shall use reasonable efforts to remarket, at a price per Preferred Security such that the aggregate price for the Preferred Securities is equal to approximately 100.25% of the sum of the Treasury Portfolio Purchase Price, the Separate Preferred Securities Purchase Price and deferred and unpaid Distributions on the Preferred Securities to be remarketed. (e) [reserved]. (f) If the Remarketing Agent has determined that it will be able to remarket all Preferred Securities tendered or deemed tendered prior to 4:00 P.M.12:00 p.m., New York City time, on by check or wire transfer in immediately available funds at such place and at such account as may be designated by the Initial Remarketing DateCollateral Agent in exchange for the Pledged Notes. In the event the Collateral Agent receives such Proceeds, the Reset AgentCollateral Agent will, subject at the written direction of the Company, apply an amount equal to the terms Treasury Portfolio Purchase Price to purchase from the Quotation Agent the Treasury Portfolio and promptly remit the remaining portion of such 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 Remarketing AgreementCompany under the Purchase Contracts constituting a part of such Corporate Units, in substitution for the Pledged Notes. Thereafter the Collateral Agent shall determine the Reset Rate. (g) Ifhave such security interests, by 4:00 P.M., New York City time, on the Initial Remarketing Date, the Remarketing Agent is unable to remarket all Preferred Securities tendered or deemed tendered for purchase or if the Initial Remarketing shall not have occurred because a condition precedent rights and obligations with respect to the Remarketing shall not have been fulfilledTreasury Portfolio as it had in respect of the Pledged Notes as provided in Articles II, a failed Remarketing ("Failed Initial Remarketing") III, IV, V and VI, and any reference herein to the Notes shall be deemed to have occurred be reference to such Treasury Portfolio, and the Remarketing Agent shall so advise by telephone the Collateral Agent, the Administrative Trustees, the Depositor, the Property Trustee, the Indenture Trustee and the Clearing Agency. (h) By approximately 4:30 P.M., New York City time, any reference herein to interest on the Initial Remarketing Date, provided that there has not been a Failed Initial Remarketing, the Remarketing Agent shall advise, by telephone (i) the Collateral Agent, the Administrative Trustees, the Depositor, the Property Trustee, the Indenture Trustee and the Clearing Agency of the Reset Rate determined in the Initial Remarketing and the aggregate Liquidation Amount of Preferred Securities sold in the Initial Remarketing, (ii) each purchaser (or the Clearing Agency Participant thereof) of the Reset Rate and the aggregate Liquidation Amount of Preferred Securities such purchaser is to purchase and (iii) each purchaser to give instructions to its Clearing Agency Participant to pay the purchase price on the Initial Reset Date in same day funds against delivery of the Preferred Securities purchased through the facilities of the Clearing Agency. (i) In accordance with the Clearing Agency's normal procedures, on the Initial Reset Date, the transactions described above with respect to each Preferred Security tendered for purchase and sold in the Initial Remarketing Notes shall be executed through the Clearing Agency, and the accounts of the respective Clearing Agency Participants shall be debited and credited and such Preferred Securities delivered by book entry as necessary to effect purchases and sales of such Preferred Securities. The Clearing Agency shall make payment in accordance with its normal procedures. (j) If any Holder selling Preferred Securities in the Initial Remarketing fails to deliver such Preferred Securities, the Clearing Agency Participant of such selling Holder and of any other Person that was to have purchased Preferred Securities in the Initial Remarketing may deliver to any such other Person an aggregate Liquidation Amount of Preferred Securities that is less than the aggregate Liquidation Amount of Preferred Securities that otherwise was deemed to be purchased by a reference to distributions on such Person. In such event, the aggregate Liquidation Amount of Preferred Securities to be so delivered shall be determined by such Clearing Agency Participant, and delivery of such lesser aggregate Liquidation Amount of Preferred Securities shall constitute good deliveryTreasury Portfolio. (k) The Remarketing Agent is not obligated to purchase any Preferred Securities in the Initial Remarketing or otherwise. Neither the Trust, any Trustee, the Depositor nor the Remarketing Agent shall be obligated in any case to provide funds to make payment upon tender of Preferred Securities for Remarketing. (l) The tender and settlement procedures set forth in this Section 5.13, including provisions for payment by purchasers of Preferred Securities in the Initial Remarketing, shall be subject to modification, notwithstanding any provision to the contrary set forth herein, to the extent required by the Clearing Agency or if the book-entry system is no longer available for the Preferred Securities at the time of the Initial Remarketing, to facilitate the tendering and Remarketing of Preferred Securities in certificated form. In addition, the Remarketing Agent may, notwithstanding any provision to the contrary set forth herein, modify the settlement procedures set forth herein in order to facilitate the settlement process. (m) Anything herein to the contrary notwithstanding, the Reset Rate shall in no event exceed the maximum rate permitted by applicable law and, as provided in the Remarketing Agreement, neither the Remarketing Agent nor the Reset Agent shall have any obligation to determine whether there is any limitation under applicable law on the Reset Rate or, if there is any such limitation, the maximum permissible Reset Rate on the Preferred Securities and they shall rely solely upon written notice from the Depositor (which the Depositor agrees to provide no later than the eighth Business Day before the Initial Reset Date) as to whether or not there is any such limitation and, if so, the maximum permissible Reset Rate.

Initial Remarketing. (a) The Depositor will requestCollateral Agent shall, not later than seven nor more than 15 calendar days prior to the Initial Remarketing Date, that the Clearing Agency notify the Holders of the Preferred Securities and the Holders of Corporate Units and Treasury Units of the Initial Remarketing. (b) Not later than 5:00 P.M.by 10:00 a.m., New York City time, on the fifth fourth Business Day immediately preceding the Initial Reset Date (but in no event earlier than the Distribution Date next preceding the Initial Reset Date)November 17, each 2004, without any instruction from any Holder of Income PRIDES, present the Separate Preferred Securities may elect to have Preferred Securities held by such Holder remarketed. Holders of Separate Preferred Securities shall give notice of their election to have such Separate Preferred Securities remarketed to the Custodial Agent and deliver such Separate Preferred Securities to the Custodial Agent pursuant to the Pledge Agreement. Any such notice and delivery shall be irrevocable after 5:00 P.M., New York City time, on the fifth Business Day immediately preceding the Initial Reset Date and may not be conditioned upon the level at which the Reset Rate is established. Under Section 5.02 of the Purchase Contract Agreement, Preferred Securities that constitute components of Corporate Units will be remarketed as provided therein and in this Section 5.13. The Preferred Securities constituting components of Corporate Units shall be deemed tendered, notwithstanding any failure by the Holder of such Corporate Units to deliver or properly deliver such Preferred Securities related Pledged Notes to the Remarketing Agent for purchase. (c) The right of each Holder to have Preferred Securities (including any Preferred Securities that constitute components of Corporate Units) tendered for purchase shall be limited to the extent that (i) remarketing. Upon receiving such Pledged Notes, the Remarketing Agent conducts a Remarketing Agent, pursuant to the terms of the Remarketing Agreement, (ii) Preferred Securities tendered have not been called for redemption, (iii) the Remarketing Agent is able will use its reasonable efforts to find a purchaser or purchasers for tendered Preferred Securities remarket such Pledged Notes on such date at a price per Preferred Security such that the aggregate price for the Preferred Securities is of approximately 100.5% (but not less than 100% %) of the sum Treasury Portfolio Purchase Price. 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 Treasury Portfolio Purchase Price, the Separate Preferred Securities Purchase Price and deferred and unpaid Distributions, if any, on Remarketing Agent will remit the Preferred Securities, and (iv) entire amount of the Proceeds of such purchaser or purchasers deliver the purchase price therefor remarketing to the Remarketing 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 and when required. (d) On may be designated by the Initial Remarketing DateCollateral Agent in exchange for the Pledged Notes. In the event the Collateral Agent receives such Proceeds, pursuant to the Remarketing Agreement the Remarketing Collateral Agent shall use reasonable efforts to remarketwill, at a price per Preferred Security such that the aggregate price for written direction of the Preferred Securities is Company, apply an amount equal to approximately 100.25% of the sum of the Treasury Portfolio Purchase Price, Price to purchase from the Separate Preferred Securities Purchase Price Quotation Agent the Treasury Portfolio and deferred and unpaid Distributions on promptly remit the Preferred Securities to be remarketed. (e) [reserved]. (f) If the Remarketing Agent has determined that it will be able to remarket all Preferred Securities tendered or deemed tendered prior to 4:00 P.M., New York City time, on the Initial Remarketing Date, the Reset Agent, subject remaining portion of such Proceeds to the terms Purchase Contract Agent for payment to the Holders of Income PRIDES. The Collateral Agent shall Transfer the Treasury Portfolio to the Collateral Account to secure the obligation of all Holders of Income PRIDES to purchase Common Stock of the Remarketing AgreementCompany under the Purchase Contracts constituting a part of such Income PRIDES, in substitution for the Pledged Notes. Thereafter the Collateral Agent shall determine the Reset Rate. (g) Ifhave such security interests, by 4:00 P.M., New York City time, on the Initial Remarketing Date, the Remarketing Agent is unable to remarket all Preferred Securities tendered or deemed tendered for purchase or if the Initial Remarketing shall not have occurred because a condition precedent rights and obligations with respect to the Remarketing shall not have been fulfilledTreasury Portfolio as it had in respect of the Pledged Notes as provided in Articles II, a failed Remarketing ("Failed Initial Remarketing") III, IV, V and VI, and any reference herein to the Notes shall be deemed to have occurred be reference to such Treasury Portfolio, and the Remarketing Agent shall so advise by telephone the Collateral Agent, the Administrative Trustees, the Depositor, the Property Trustee, the Indenture Trustee and the Clearing Agency. (h) By approximately 4:30 P.M., New York City time, any reference herein to interest on the Initial Remarketing Date, provided that there has not been a Failed Initial Remarketing, the Remarketing Agent shall advise, by telephone (i) the Collateral Agent, the Administrative Trustees, the Depositor, the Property Trustee, the Indenture Trustee and the Clearing Agency of the Reset Rate determined in the Initial Remarketing and the aggregate Liquidation Amount of Preferred Securities sold in the Initial Remarketing, (ii) each purchaser (or the Clearing Agency Participant thereof) of the Reset Rate and the aggregate Liquidation Amount of Preferred Securities such purchaser is to purchase and (iii) each purchaser to give instructions to its Clearing Agency Participant to pay the purchase price on the Initial Reset Date in same day funds against delivery of the Preferred Securities purchased through the facilities of the Clearing Agency. (i) In accordance with the Clearing Agency's normal procedures, on the Initial Reset Date, the transactions described above with respect to each Preferred Security tendered for purchase and sold in the Initial Remarketing Notes shall be executed through the Clearing Agency, and the accounts of the respective Clearing Agency Participants shall be debited and credited and such Preferred Securities delivered by book entry as necessary to effect purchases and sales of such Preferred Securities. The Clearing Agency shall make payment in accordance with its normal procedures. (j) If any Holder selling Preferred Securities in the Initial Remarketing fails to deliver such Preferred Securities, the Clearing Agency Participant of such selling Holder and of any other Person that was to have purchased Preferred Securities in the Initial Remarketing may deliver to any such other Person an aggregate Liquidation Amount of Preferred Securities that is less than the aggregate Liquidation Amount of Preferred Securities that otherwise was deemed to be purchased by a reference to distributions on such Person. In such event, the aggregate Liquidation Amount of Preferred Securities to be so delivered shall be determined by such Clearing Agency Participant, and delivery of such lesser aggregate Liquidation Amount of Preferred Securities shall constitute good deliveryTreasury Portfolio. (k) The Remarketing Agent is not obligated to purchase any Preferred Securities in the Initial Remarketing or otherwise. Neither the Trust, any Trustee, the Depositor nor the Remarketing Agent shall be obligated in any case to provide funds to make payment upon tender of Preferred Securities for Remarketing. (l) The tender and settlement procedures set forth in this Section 5.13, including provisions for payment by purchasers of Preferred Securities in the Initial Remarketing, shall be subject to modification, notwithstanding any provision to the contrary set forth herein, to the extent required by the Clearing Agency or if the book-entry system is no longer available for the Preferred Securities at the time of the Initial Remarketing, to facilitate the tendering and Remarketing of Preferred Securities in certificated form. In addition, the Remarketing Agent may, notwithstanding any provision to the contrary set forth herein, modify the settlement procedures set forth herein in order to facilitate the settlement process. (m) Anything herein to the contrary notwithstanding, the Reset Rate shall in no event exceed the maximum rate permitted by applicable law and, as provided in the Remarketing Agreement, neither the Remarketing Agent nor the Reset Agent shall have any obligation to determine whether there is any limitation under applicable law on the Reset Rate or, if there is any such limitation, the maximum permissible Reset Rate on the Preferred Securities and they shall rely solely upon written notice from the Depositor (which the Depositor agrees to provide no later than the eighth Business Day before the Initial Reset Date) as to whether or not there is any such limitation and, if so, the maximum permissible Reset Rate.

Initial Remarketing. (a) The Depositor will requestCollateral Agent shall, not later than seven nor more than 15 calendar days prior to the Initial Remarketing Date, that the Clearing Agency notify the Holders of the Preferred Securities and the Holders of Corporate Units and Treasury Units of the Initial Remarketing. (b) Not later than 5:00 P.M.by 10:00 a.m., New York City time, on the fifth fourth Business Day immediately preceding the Initial Reset Date (but in no event earlier than the Distribution Date next preceding the Initial Reset Date)__________, each 200_, without any instruction from any Holder of Corporate Units, present the Separate Preferred Securities may elect to have Preferred Securities held by such Holder remarketed. Holders of Separate Preferred Securities shall give notice of their election to have such Separate Preferred Securities remarketed to the Custodial Agent and deliver such Separate Preferred Securities to the Custodial Agent pursuant to the Pledge Agreement. Any such notice and delivery shall be irrevocable after 5:00 P.M., New York City time, on the fifth Business Day immediately preceding the Initial Reset Date and may not be conditioned upon the level at which the Reset Rate is established. Under Section 5.02 of the Purchase Contract Agreement, Preferred Securities that constitute components of Corporate Units will be remarketed as provided therein and in this Section 5.13. The Preferred Securities constituting components of Corporate Units shall be deemed tendered, notwithstanding any failure by the Holder of such Corporate Units to deliver or properly deliver such Preferred Securities related Pledged Debentures to the Remarketing Agent for purchase. (c) The right of each Holder to have Preferred Securities (including any Preferred Securities that constitute components of Corporate Units) tendered for purchase shall be limited to the extent that (i) remarketing. Upon receiving such Pledged Debentures, the Remarketing Agent conducts a Remarketing Agent, pursuant to the terms of the Remarketing Agreement and the Supplemental Remarketing Agreement, (ii) Preferred Securities tendered have not been called for redemption, (iii) the Remarketing Agent is able will use its reasonable efforts to find a purchaser or purchasers for tendered Preferred Securities remarket such Pledged Debentures on such date at a price per Preferred Security such that the aggregate price for the Preferred Securities is of approximately ____% (but not less than 100% ___%) of the sum Treasury Portfolio Purchase Price, plus accrued and unpaid interest, if any, thereon. 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 Treasury Portfolio Purchase Price, the Separate Preferred Securities 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 __________, 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 deferred and unpaid Distributionsremit the remaining portion of such Proceeds, if any, on the Preferred Securities, and (iv) such purchaser or purchasers deliver the purchase price therefor to the Remarketing Purchase Contract Agent as and when required. (d) On the Initial Remarketing Date, pursuant for payment to the Remarketing Agreement the Remarketing Holders of Corporate Units. The Collateral Agent shall use reasonable efforts to remarket, at a price per Preferred Security such that the aggregate price for the Preferred Securities is equal to approximately 100.25% of the sum of Transfer the Treasury Portfolio Purchase Price, the Separate Preferred Securities Purchase Price and deferred and unpaid Distributions on the Preferred Securities to be remarketed. (e) [reserved]. (f) If the Remarketing Agent has determined that it will be able to remarket all Preferred Securities tendered or deemed tendered prior to 4:00 P.M., New York City time, on the Initial Remarketing Date, the Reset Agent, subject to the terms Collateral Account to secure the obligation of all Holders of Corporate Units to purchase Common Stock of the Remarketing AgreementCompany under the Purchase Contracts constituting a part of such Corporate Units, in substitution for the Pledged Debentures. Thereafter the Collateral Agent shall determine the Reset Rate. (g) Ifhave such security interests, by 4:00 P.M., New York City time, on the Initial Remarketing Date, the Remarketing Agent is unable to remarket all Preferred Securities tendered or deemed tendered for purchase or if the Initial Remarketing shall not have occurred because a condition precedent rights and obligations with respect to the Remarketing shall not have been fulfilledTreasury Portfolio as it had in respect of the Pledged Debentures as provided in Articles II, a failed Remarketing ("Failed Initial Remarketing") III, IV, V and VI, and any reference herein to the Pledged Debentures shall be deemed to have occurred be a reference to such Treasury Portfolio, and the Remarketing Agent shall so advise by telephone the Collateral Agent, the Administrative Trustees, the Depositor, the Property Trustee, the Indenture Trustee and the Clearing Agency. (h) By approximately 4:30 P.M., New York City time, any reference herein to interest on the Initial Remarketing Date, provided that there has not been a Failed Initial Remarketing, the Remarketing Agent shall advise, by telephone (i) the Collateral Agent, the Administrative Trustees, the Depositor, the Property Trustee, the Indenture Trustee and the Clearing Agency of the Reset Rate determined in the Initial Remarketing and the aggregate Liquidation Amount of Preferred Securities sold in the Initial Remarketing, (ii) each purchaser (or the Clearing Agency Participant thereof) of the Reset Rate and the aggregate Liquidation Amount of Preferred Securities such purchaser is to purchase and (iii) each purchaser to give instructions to its Clearing Agency Participant to pay the purchase price on the Initial Reset Date in same day funds against delivery of the Preferred Securities purchased through the facilities of the Clearing Agency. (i) In accordance with the Clearing Agency's normal procedures, on the Initial Reset Date, the transactions described above with respect to each Preferred Security tendered for purchase and sold in the Initial Remarketing Pledged Debentures shall be executed through the Clearing Agency, and the accounts of the respective Clearing Agency Participants shall be debited and credited and such Preferred Securities delivered by book entry as necessary to effect purchases and sales of such Preferred Securities. The Clearing Agency shall make payment in accordance with its normal procedures. (j) If any Holder selling Preferred Securities in the Initial Remarketing fails to deliver such Preferred Securities, the Clearing Agency Participant of such selling Holder and of any other Person that was to have purchased Preferred Securities in the Initial Remarketing may deliver to any such other Person an aggregate Liquidation Amount of Preferred Securities that is less than the aggregate Liquidation Amount of Preferred Securities that otherwise was deemed to be purchased by a reference to distributions on such Person. In such event, the aggregate Liquidation Amount of Preferred Securities to be so delivered shall be determined by such Clearing Agency Participant, and delivery of such lesser aggregate Liquidation Amount of Preferred Securities shall constitute good deliveryTreasury Portfolio. (k) The Remarketing Agent is not obligated to purchase any Preferred Securities in the Initial Remarketing or otherwise. Neither the Trust, any Trustee, the Depositor nor the Remarketing Agent shall be obligated in any case to provide funds to make payment upon tender of Preferred Securities for Remarketing. (l) The tender and settlement procedures set forth in this Section 5.13, including provisions for payment by purchasers of Preferred Securities in the Initial Remarketing, shall be subject to modification, notwithstanding any provision to the contrary set forth herein, to the extent required by the Clearing Agency or if the book-entry system is no longer available for the Preferred Securities at the time of the Initial Remarketing, to facilitate the tendering and Remarketing of Preferred Securities in certificated form. In addition, the Remarketing Agent may, notwithstanding any provision to the contrary set forth herein, modify the settlement procedures set forth herein in order to facilitate the settlement process. (m) Anything herein to the contrary notwithstanding, the Reset Rate shall in no event exceed the maximum rate permitted by applicable law and, as provided in the Remarketing Agreement, neither the Remarketing Agent nor the Reset Agent shall have any obligation to determine whether there is any limitation under applicable law on the Reset Rate or, if there is any such limitation, the maximum permissible Reset Rate on the Preferred Securities and they shall rely solely upon written notice from the Depositor (which the Depositor agrees to provide no later than the eighth Business Day before the Initial Reset Date) as to whether or not there is any such limitation and, if so, the maximum permissible Reset Rate.

Initial Remarketing. (a) The Depositor will requestCollateral Agent shall, not later than seven nor more than 15 calendar days prior to the Initial Remarketing Date, that the Clearing Agency notify the Holders of the Preferred Securities and the Holders of Corporate Units and Treasury Units of the Initial Remarketing. (b) Not later than 5:00 P.M.by 10:00 a.m., New York City time, on the fifth fourth Business Day immediately preceding the Initial Reset Date (but in no event earlier than the Distribution Date next preceding the Initial Reset Date)August 17, each 2004, without any instruction from any Holder of Income PRIDES, present the Separate Preferred Securities may elect to have Preferred Securities held by such Holder remarketed. Holders of Separate Preferred Securities shall give notice of their election to have such Separate Preferred Securities remarketed to the Custodial Agent and deliver such Separate Preferred Securities to the Custodial Agent pursuant to the Pledge Agreement. Any such notice and delivery shall be irrevocable after 5:00 P.M., New York City time, on the fifth Business Day immediately preceding the Initial Reset Date and may not be conditioned upon the level at which the Reset Rate is established. Under Section 5.02 of the Purchase Contract Agreement, Preferred Securities that constitute components of Corporate Units will be remarketed as provided therein and in this Section 5.13. The Preferred Securities constituting components of Corporate Units shall be deemed tendered, notwithstanding any failure by the Holder of such Corporate Units to deliver or properly deliver such Preferred Securities Pledged Senior Notes to the Remarketing Agent for purchase. (c) The right of each Holder to have Preferred Securities (including any Preferred Securities that constitute components of Corporate Units) tendered for purchase shall be limited to the extent that (i) remarketing. Upon receiving such Pledged Senior Notes, the Remarketing Agent conducts a Remarketing Agent, pursuant to the terms of the Remarketing Agreement, (ii) Preferred Securities tendered have not been called for redemption, (iii) the Remarketing Agent is able will use its reasonable efforts to find a purchaser or purchasers for tendered Preferred Securities remarket such Pledged Notes on such date at a price per Preferred Security such that the aggregate price for the Preferred Securities is of approximately 100.5% (but not less than 100% %) of the sum Treasury Portfolio Purchase Price. 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 Treasury Portfolio Purchase Price, the Separate Preferred Securities Purchase Price and deferred and unpaid Distributions, if any, on Remarketing Agent will remit the Preferred Securities, and (iv) entire amount of the Proceeds of such purchaser or purchasers deliver the purchase price therefor remarketing to the Remarketing Collateral Agent as and when required. (d) On the Initial Remarketing Date, pursuant to the Remarketing Agreement the Remarketing Agent shall use reasonable efforts to remarket, at a price per Preferred Security such that the aggregate price for the Preferred Securities is equal to approximately 100.25% of the sum of the Treasury Portfolio Purchase Price, the Separate Preferred Securities Purchase Price and deferred and unpaid Distributions on the Preferred Securities to be remarketed. (e) [reserved]. (f) If the Remarketing Agent has determined that it will be able to remarket all Preferred Securities tendered or deemed tendered prior to 4:00 P.M.12:00 p.m., New York City time, on by check or wire transfer in immediately available funds to the Initial Remarketing DateCollateral 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 Reset AgentCollateral Agent will, subject at the written direction of the Company, apply an amount equal to the terms Treasury Portfolio Purchase Price to purchase from the Quotation Agent the Portfolio Interests and promptly remit the remaining portion of such Proceeds to the Purchase Contract Agent for payment to the Holders of Income PRIDES. The Collateral Agent shall Transfer the Portfolio Interests to the Collateral Account to secure the obligation of all Holders of Income PRIDES to purchase Common Stock of the Remarketing AgreementCompany under the Purchase Contracts constituting a part of such Income PRIDES, in substitution for the Pledged Senior Notes. Thereafter the Collateral Agent shall determine the Reset Rate. (g) Ifhave such security interests, by 4:00 P.M., New York City time, on the Initial Remarketing Date, the Remarketing Agent is unable to remarket all Preferred Securities tendered or deemed tendered for purchase or if the Initial Remarketing shall not have occurred because a condition precedent rights and obligations with respect to the Remarketing shall not have been fulfilledPortfolio Interests as it had in respect of the Pledged Senior Notes as provided herein, a failed Remarketing ("Failed Initial Remarketing") and any reference herein to the Senior Notes shall be deemed to have occurred be reference to such Portfolio Interests, and the Remarketing Agent shall so advise by telephone the Collateral Agent, the Administrative Trustees, the Depositor, the Property Trustee, the Indenture Trustee and the Clearing Agency. (h) By approximately 4:30 P.M., New York City time, any reference herein to interest on the Initial Remarketing Date, provided that there has not been Senior Notes shall be deemed to be a Failed Initial Remarketing, reference to distributions on such Portfolio Interests. During any period greater than one Business Day between the Remarketing Agent shall advise, by telephone (i) the Collateral Agent, the Administrative Trustees, the Depositor, the Property Trustee, the Indenture Trustee and the Clearing Agency receipt of the Reset Rate determined in such Proceeds from the Initial Remarketing and the aggregate Liquidation Amount payment of Preferred Securities sold 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 Initial Remarketingproceeds 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) each purchaser (or the Clearing Agency Participant thereof) and shall distribute any funds in respect of the Reset Rate and interest earned from the aggregate Liquidation Amount of Preferred Securities such purchaser is Permitted Investments to purchase and (iii) each purchaser to give instructions to its Clearing Agency Participant to pay the purchase price on the Initial Reset Date in same day funds against delivery of the Preferred Securities purchased through the facilities of the Clearing Agency. (i) In accordance with the Clearing Agency's normal procedures, on the Initial Reset Date, the transactions described above with respect to each Preferred Security tendered for purchase and sold in the Initial Remarketing shall be executed through the Clearing Agency, and the accounts of the respective Clearing Agency Participants shall be debited and credited and such Preferred Securities delivered by book entry as necessary to effect purchases and sales of such Preferred Securities. The Clearing Agency shall make payment in accordance with its normal procedures. (j) If any Holder selling Preferred Securities in the Initial Remarketing fails to deliver such Preferred Securities, the Clearing Agency Participant of such selling Holder and of any other Person that was to have purchased Preferred Securities in the Initial Remarketing may deliver to any such other Person an aggregate Liquidation Amount of Preferred Securities that is less than the aggregate Liquidation Amount of Preferred Securities that otherwise was to be purchased by such Person. In such event, the aggregate Liquidation Amount of Preferred Securities to be so delivered shall be determined by such Clearing Agency Participant, and delivery of such lesser aggregate Liquidation Amount of Preferred Securities shall constitute good delivery. (k) The Remarketing Purchase Contract Agent is not obligated to purchase any Preferred Securities in the Initial Remarketing or otherwise. Neither the Trust, any Trustee, the Depositor nor the Remarketing Agent shall be obligated in any case to provide funds to make payment upon tender of Preferred Securities for Remarketing. (l) The tender and settlement procedures set forth in this Section 5.13, including provisions for payment by purchasers of Preferred Securities in the Initial Remarketing, shall be subject to modification, notwithstanding any provision to the contrary set forth herein, to the extent required by the Clearing Agency or if the book-entry system is no longer available for the Preferred Securities at the time of the Initial Remarketing, to facilitate the tendering and Remarketing of Preferred Securities in certificated form. In addition, the Remarketing Agent may, notwithstanding any provision to the contrary set forth herein, modify the settlement procedures set forth herein in order to facilitate the settlement processrelevant Holders. (m) Anything herein to the contrary notwithstanding, the Reset Rate shall in no event exceed the maximum rate permitted by applicable law and, as provided in the Remarketing Agreement, neither the Remarketing Agent nor the Reset Agent shall have any obligation to determine whether there is any limitation under applicable law on the Reset Rate or, if there is any such limitation, the maximum permissible Reset Rate on the Preferred Securities and they shall rely solely upon written notice from the Depositor (which the Depositor agrees to provide no later than the eighth Business Day before the Initial Reset Date) as to whether or not there is any such limitation and, if so, the maximum permissible Reset Rate.

Initial Remarketing. (a) The Depositor will requestCollateral Agent shall, not later than seven nor more than 15 calendar days prior to the Initial Remarketing Date, that the Clearing Agency notify the Holders of the Preferred Securities and the Holders of Corporate Units and Treasury Units of the Initial Remarketing. (b) Not later than 5:00 P.M.by 10:00 a.m., New York City time, on the fifth fourth Business Day immediately preceding the Initial Reset Date (but in no event earlier than the Distribution Date next preceding the Initial Reset Date), each without any instruction from any Holder of Corporate Units, present the Separate Preferred Securities may elect to have Preferred Securities held by such Holder remarketed. Holders of Separate Preferred Securities shall give notice of their election to have such Separate Preferred Securities remarketed to the Custodial Agent and deliver such Separate Preferred Securities to the Custodial Agent pursuant to the Pledge Agreement. Any such notice and delivery shall be irrevocable after 5:00 P.M., New York City time, on the fifth Business Day immediately preceding the Initial Reset Date and may not be conditioned upon the level at which the Reset Rate is established. Under Section 5.02 of the Purchase Contract Agreement, Preferred Securities that constitute components of Corporate Units will be remarketed as provided therein and in this Section 5.13. The Preferred Securities constituting components of Corporate Units shall be deemed tendered, notwithstanding any failure by the Holder of such Corporate Units to deliver or properly deliver such Preferred Securities related Pledged Debentures to the Remarketing Agent for purchase. (c) The right of each Holder to have Preferred Securities (including any Preferred Securities that constitute components of Corporate Units) tendered for purchase shall be limited to the extent that (i) remarketing. Upon receiving such Pledged Debentures, the Remarketing Agent conducts a Remarketing Agent, pursuant to the terms of the Remarketing Agreement and the Supplemental Remarketing Agreement, (ii) Preferred Securities tendered have not been called for redemption, (iii) the Remarketing Agent is able will use its reasonable efforts to find a purchaser or purchasers for tendered Preferred Securities remarket such Pledged Debentures on such date at a price per Preferred Security such that the aggregate price for the Preferred Securities is of approximately 100.5% (but not less than 100% of the sum %) of the Treasury Portfolio Purchase Price, the Separate Preferred Securities Purchase Price and deferred plus accrued and unpaid Distributionsinterest, if any, on the Preferred Securities, and (iv) such purchaser or purchasers deliver the purchase price therefor to Pledged Debentures. After deducting as the Remarketing Agent as and when required. Fee an amount not exceeding 25 basis points (d.25%) On the Initial Remarketing Date, pursuant to the Remarketing Agreement the Remarketing Agent shall use reasonable efforts to remarket, at a price per Preferred Security such that the aggregate price for the Preferred Securities is equal to approximately 100.25% of the sum of the Treasury Portfolio Purchase Price, Price from any amount of such Proceeds in excess of the Separate Preferred Securities sum of (i) the Treasury Portfolio Purchase Price and deferred (ii) the amount of accrued and unpaid Distributions interest, if any, on the Preferred Securities to be remarketed. (e) [reserved]. (f) If Pledged Debentures, the Remarketing Agent has determined that it will be able remit the entire amount of the Proceeds of such remarketing to remarket all Preferred Securities tendered the Collateral Agent on or deemed tendered prior to 4:00 P.M.12:00 p.m., New York City time, on the Initial Remarketing Date, the Reset Agent, subject to the terms of the Remarketing Agreement, shall determine the Reset Rate. (g) If, by 4:00 P.M., New York City time, on the Initial Remarketing Date, the Remarketing Agent is unable to remarket all Preferred Securities tendered or deemed tendered for purchase or if the Initial Remarketing shall not have occurred because a condition precedent to the Remarketing shall not have been fulfilled, a failed Remarketing ("Failed Initial Remarketing") shall be deemed to have occurred and the Remarketing Agent shall so advise by telephone the Collateral Agent, the Administrative Trustees, the Depositor, the Property Trustee, the Indenture Trustee and the Clearing Agency. (h) By approximately 4:30 P.M., New York City time, on the Initial Remarketing Date, provided that there has not been a Failed Initial Remarketing, the Remarketing Agent shall advise, by telephone (i) the Collateral Agent, the Administrative Trustees, the Depositor, the Property Trustee, the Indenture Trustee and the Clearing Agency of the Reset Rate determined in the Initial Remarketing and the aggregate Liquidation Amount of Preferred Securities sold in the Initial Remarketing, (ii) each purchaser (or the Clearing Agency Participant thereof) of the Reset Rate and the aggregate Liquidation Amount of Preferred Securities such purchaser is to purchase and (iii) each purchaser to give instructions to its Clearing Agency Participant to pay the purchase price on the Initial Reset Date in same day funds against delivery of the Preferred Securities purchased through the facilities of the Clearing Agency. (i) In accordance with the Clearing Agency's normal procedures, time on the Initial Reset Date. In the event the Collateral Agent receives such Proceeds, the transactions described above 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 each Preferred Security tendered for purchase the Treasury Portfolio as it had in respect of the Pledged Debentures as provided in Articles II, III, IV, V and sold in the Initial Remarketing shall be executed through the Clearing AgencyVI, and the accounts of the respective Clearing Agency Participants shall be debited and credited and such Preferred Securities delivered by book entry as necessary to effect purchases and sales of such Preferred Securities. The Clearing Agency shall make payment in accordance with its normal procedures. (j) If any Holder selling Preferred Securities in the Initial Remarketing fails to deliver such Preferred Securities, the Clearing Agency Participant of such selling Holder and of any other Person that was to have purchased Preferred Securities in the Initial Remarketing may deliver to any such other Person an aggregate Liquidation Amount of Preferred Securities that is less than the aggregate Liquidation Amount of Preferred Securities that otherwise was to be purchased by such Person. In such event, the aggregate Liquidation Amount of Preferred Securities to be so delivered shall be determined by such Clearing Agency Participant, and delivery of such lesser aggregate Liquidation Amount of Preferred Securities shall constitute good delivery. (k) The Remarketing Agent is not obligated to purchase any Preferred Securities in the Initial Remarketing or otherwise. Neither the Trust, any Trustee, the Depositor nor the Remarketing Agent shall be obligated in any case to provide funds to make payment upon tender of Preferred Securities for Remarketing. (l) The tender and settlement procedures set forth in this Section 5.13, including provisions for payment by purchasers of Preferred Securities in the Initial Remarketing, shall be subject to modification, notwithstanding any provision to the contrary set forth herein, to the extent required by the Clearing Agency or if the book-entry system is no longer available for the Preferred Securities at the time of the Initial Remarketing, to facilitate the tendering and Remarketing of Preferred Securities in certificated form. In addition, the Remarketing Agent may, notwithstanding any provision to the contrary set forth herein, modify the settlement procedures set forth herein in order to facilitate the settlement process. (m) Anything reference herein to the contrary notwithstandingPledged Debentures shall be deemed to be a reference to such Treasury Portfolio, the Reset Rate shall in no event exceed the maximum rate permitted by applicable law and, as provided in the Remarketing Agreement, neither the Remarketing Agent nor the Reset Agent shall have and any obligation reference herein to determine whether there is any limitation under applicable law interest on the Reset Rate or, if there is any Debentures shall be deemed to be a reference to distributions on such limitation, the maximum permissible Reset Rate on the Preferred Securities and they shall rely solely upon written notice from the Depositor (which the Depositor agrees to provide no later than the eighth Business Day before the Initial Reset Date) as to whether or not there is any such limitation and, if so, the maximum permissible Reset RateTreasury Portfolio.

Initial Remarketing. (a) The Depositor will requestCollateral Agent shall, not later than seven nor more than 15 calendar days prior to the Initial Remarketing Date, that the Clearing Agency notify the Holders of the Preferred Securities and the Holders of Corporate Units and Treasury Units of the Initial Remarketing. (b) Not later than 5:00 P.M.------------------- by 10:00 a.m., New York City time, on the fifth fourth Business Day immediately preceding the Initial Reset Date (but in no event earlier than the Distribution Date next preceding the Initial Reset Date)____________, each 2004, without any instruction from any Holder of Corporate Units, present the Separate Preferred Securities may elect to have Preferred Securities held by such Holder remarketed. Holders of Separate Preferred Securities shall give notice of their election to have such Separate Preferred Securities remarketed to the Custodial Agent and deliver such Separate Preferred Securities to the Custodial Agent pursuant to the Pledge Agreement. Any such notice and delivery shall be irrevocable after 5:00 P.M., New York City time, on the fifth Business Day immediately preceding the Initial Reset Date and may not be conditioned upon the level at which the Reset Rate is established. Under Section 5.02 of the Purchase Contract Agreement, Preferred Securities that constitute components of Corporate Units will be remarketed as provided therein and in this Section 5.13. The Preferred Securities constituting components of Corporate Units shall be deemed tendered, notwithstanding any failure by the Holder of such Corporate Units to deliver or properly deliver such Preferred Securities related Pledged Senior Notes to the Remarketing Agent for purchase. (c) The right of each Holder to have Preferred Securities (including any Preferred Securities that constitute components of Corporate Units) tendered for purchase shall be limited to the extent that (i) remarketing. Upon receiving such Pledged Senior Notes, the Remarketing Agent conducts a Remarketing Agent, pursuant to the terms of the Remarketing Agreement and the Supplemental Remarketing Agreement, (ii) Preferred Securities tendered have not been called for redemption, (iii) the Remarketing Agent is able will use its reasonable efforts to find a purchaser or purchasers for tendered Preferred Securities remarket such Pledged Senior Notes on such date at a price per Preferred Security such that the aggregate price for the Preferred Securities is of approximately 100.5% (but not less than 100% %) of the sum Treasury Portfolio Purchase Price. 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 Treasury Portfolio Purchase Price, the Separate Preferred Securities Purchase Price and deferred and unpaid Distributions, if any, on Remarketing Agent will remit the Preferred Securities, and (iv) entire amount of the Proceeds of such purchaser or purchasers deliver the purchase price therefor remarketing to the Remarketing Collateral Agent as and when required. (d) On the Initial Remarketing Date, pursuant to the Remarketing Agreement the Remarketing Agent shall use reasonable efforts to remarket, at a price per Preferred Security such that the aggregate price for the Preferred Securities is equal to approximately 100.25% of the sum of the Treasury Portfolio Purchase Price, the Separate Preferred Securities Purchase Price and deferred and unpaid Distributions on the Preferred Securities to be remarketed. (e) [reserved]. (f) If the Remarketing Agent has determined that it will be able to remarket all Preferred Securities tendered or deemed tendered prior to 4:00 P.M.12:00 p.m., New York City time, on by check or wire transfer in immediately available funds at such place and at such account as may be designated by the Initial Remarketing DateCollateral Agent in exchange for the Pledged Senior Notes. In the event the Collateral Agent receives such Proceeds, the Reset AgentCollateral Agent will, subject at the written direction of the Company, apply an amount equal to the terms Treasury Portfolio Purchase Price to purchase from the Quotation Agent the Treasury Portfolio and promptly remit the remaining portion of such 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 Remarketing AgreementCompany under the Purchase Contracts constituting a part of such Corporate Units, in substitution for the Pledged Senior Notes. Thereafter the Collateral Agent shall determine the Reset Rate. (g) Ifhave such security interests, by 4:00 P.M., New York City time, on the Initial Remarketing Date, the Remarketing Agent is unable to remarket all Preferred Securities tendered or deemed tendered for purchase or if the Initial Remarketing shall not have occurred because a condition precedent rights and obligations with respect to the Remarketing shall not have been fulfilledTreasury Portfolio as it had in respect of the Pledged Senior Notes as provided in Articles 2, a failed Remarketing ("Failed Initial Remarketing") 3, 4, 5 and 6, and any reference herein to the Senior Notes shall be deemed to have occurred be reference to such Treasury Portfolio, and the Remarketing Agent shall so advise by telephone the Collateral Agent, the Administrative Trustees, the Depositor, the Property Trustee, the Indenture Trustee and the Clearing Agency. (h) By approximately 4:30 P.M., New York City time, any reference herein to interest on the Initial Remarketing Date, provided that there has not been a Failed Initial Remarketing, the Remarketing Agent shall advise, by telephone (i) the Collateral Agent, the Administrative Trustees, the Depositor, the Property Trustee, the Indenture Trustee and the Clearing Agency of the Reset Rate determined in the Initial Remarketing and the aggregate Liquidation Amount of Preferred Securities sold in the Initial Remarketing, (ii) each purchaser (or the Clearing Agency Participant thereof) of the Reset Rate and the aggregate Liquidation Amount of Preferred Securities such purchaser is to purchase and (iii) each purchaser to give instructions to its Clearing Agency Participant to pay the purchase price on the Initial Reset Date in same day funds against delivery of the Preferred Securities purchased through the facilities of the Clearing Agency. (i) In accordance with the Clearing Agency's normal procedures, on the Initial Reset Date, the transactions described above with respect to each Preferred Security tendered for purchase and sold in the Initial Remarketing Senior Notes shall be executed through the Clearing Agency, and the accounts of the respective Clearing Agency Participants shall be debited and credited and such Preferred Securities delivered by book entry as necessary to effect purchases and sales of such Preferred Securities. The Clearing Agency shall make payment in accordance with its normal procedures. (j) If any Holder selling Preferred Securities in the Initial Remarketing fails to deliver such Preferred Securities, the Clearing Agency Participant of such selling Holder and of any other Person that was to have purchased Preferred Securities in the Initial Remarketing may deliver to any such other Person an aggregate Liquidation Amount of Preferred Securities that is less than the aggregate Liquidation Amount of Preferred Securities that otherwise was deemed to be purchased by a reference to distributions on such Person. In such event, the aggregate Liquidation Amount of Preferred Securities to be so delivered shall be determined by such Clearing Agency Participant, and delivery of such lesser aggregate Liquidation Amount of Preferred Securities shall constitute good deliveryTreasury Portfolio. (k) The Remarketing Agent is not obligated to purchase any Preferred Securities in the Initial Remarketing or otherwise. Neither the Trust, any Trustee, the Depositor nor the Remarketing Agent shall be obligated in any case to provide funds to make payment upon tender of Preferred Securities for Remarketing. (l) The tender and settlement procedures set forth in this Section 5.13, including provisions for payment by purchasers of Preferred Securities in the Initial Remarketing, shall be subject to modification, notwithstanding any provision to the contrary set forth herein, to the extent required by the Clearing Agency or if the book-entry system is no longer available for the Preferred Securities at the time of the Initial Remarketing, to facilitate the tendering and Remarketing of Preferred Securities in certificated form. In addition, the Remarketing Agent may, notwithstanding any provision to the contrary set forth herein, modify the settlement procedures set forth herein in order to facilitate the settlement process. (m) Anything herein to the contrary notwithstanding, the Reset Rate shall in no event exceed the maximum rate permitted by applicable law and, as provided in the Remarketing Agreement, neither the Remarketing Agent nor the Reset Agent shall have any obligation to determine whether there is any limitation under applicable law on the Reset Rate or, if there is any such limitation, the maximum permissible Reset Rate on the Preferred Securities and they shall rely solely upon written notice from the Depositor (which the Depositor agrees to provide no later than the eighth Business Day before the Initial Reset Date) as to whether or not there is any such limitation and, if so, the maximum permissible Reset Rate.

Initial Remarketing. (a) The Depositor will requestCollateral Agent shall, not later than seven nor more than 15 calendar days prior to the Initial Remarketing Date, that the Clearing Agency notify the Holders of the Preferred Securities and the Holders of Corporate Units and Treasury Units of the Initial Remarketing. (b) Not later than 5:00 P.M.by 10:00 a.m., New York City time, on the fifth fourth Business Day immediately preceding the Initial Reset Date (but in no event earlier than the Distribution Date next preceding the Initial Reset Date)May 17, each 2004, without any instruction from any Holder of Upper DECS, present the Separate Preferred Securities may elect to have Preferred Securities held by such Holder remarketed. Holders of Separate Preferred Securities shall give notice of their election to have such Separate Preferred Securities remarketed to the Custodial Agent and deliver such Separate Preferred Securities to the Custodial Agent pursuant to the Pledge Agreement. Any such notice and delivery shall be irrevocable after 5:00 P.M., New York City time, on the fifth Business Day immediately preceding the Initial Reset Date and may not be conditioned upon the level at which the Reset Rate is established. Under Section 5.02 of the Purchase Contract Agreement, Preferred Securities that constitute components of Corporate Units will be remarketed as provided therein and in this Section 5.13. The Preferred Securities constituting components of Corporate Units shall be deemed tendered, notwithstanding any failure by the Holder of such Corporate Units to deliver or properly deliver such Preferred Securities related Pledged Notes to the Remarketing Agent for purchase. (c) The right of each Holder to have Preferred Securities (including any Preferred Securities that constitute components of Corporate Units) tendered for purchase shall be limited to the extent that (i) remarketing. Upon receiving such Pledged Notes, the Remarketing Agent conducts a Remarketing Agent, pursuant to the terms of the Remarketing Agreement, (ii) Preferred Securities tendered have not been called for redemption, (iii) the Remarketing Agent is able will use its reasonable efforts to find a purchaser or purchasers for tendered Preferred Securities remarket such Pledged Notes on such date at a price per Preferred Security such that the aggregate price for the Preferred Securities is of approximately 100.5% (but not less than 100% %) of the sum Treasury Portfolio Purchase Price. 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 Treasury Portfolio Purchase Price, the Separate Preferred Securities Purchase Price and deferred and unpaid Distributions, if any, on Remarketing Agent will remit the Preferred Securities, and (iv) entire amount of the Proceeds of such purchaser or purchasers deliver the purchase price therefor remarketing to the Remarketing 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 and when required. (d) On may be designated by the Initial Remarketing DateCollateral Agent in exchange for the Pledged Notes. In the event the Collateral Agent receives such Proceeds, pursuant to the Remarketing Agreement the Remarketing Collateral Agent shall use reasonable efforts to remarketwill, at a price per Preferred Security such that the aggregate price for written direction of the Preferred Securities is Company, apply an amount equal to approximately 100.25% of the sum of the Treasury Portfolio Purchase Price, Price to purchase from the Separate Preferred Securities Purchase Price Quotation Agent the Treasury Portfolio and deferred and unpaid Distributions on promptly remit the Preferred Securities to be remarketed. (e) [reserved]. (f) If the Remarketing Agent has determined that it will be able to remarket all Preferred Securities tendered or deemed tendered prior to 4:00 P.M., New York City time, on the Initial Remarketing Date, the Reset Agent, subject remaining portion of such Proceeds to the terms Forward Purchase Contract Agent for payment to the Holders of Upper DECS. The Collateral Agent shall Transfer the Treasury Portfolio to the Collateral Account to secure the obligation of all Holders of Upper DECS to purchase Common Stock of the Remarketing AgreementCompany under the Forward Purchase Contracts constituting a part of such Upper DECS, in substitution for the Pledged Notes. Thereafter the Collateral Agent shall determine the Reset Rate. (g) Ifhave such security interests, by 4:00 P.M., New York City time, on the Initial Remarketing Date, the Remarketing Agent is unable to remarket all Preferred Securities tendered or deemed tendered for purchase or if the Initial Remarketing shall not have occurred because a condition precedent rights and obligations with respect to the Remarketing shall not have been fulfilledTreasury Portfolio as it had in respect of the Pledged Notes as provided in Articles II, a failed Remarketing ("Failed Initial Remarketing") III, IV, V and VI, and any reference herein to the Notes shall be deemed to have occurred be reference to such Treasury Portfolio, and the Remarketing Agent shall so advise by telephone the Collateral Agent, the Administrative Trustees, the Depositor, the Property Trustee, the Indenture Trustee and the Clearing Agency. (h) By approximately 4:30 P.M., New York City time, any reference herein to interest on the Initial Remarketing Date, provided that there has not been a Failed Initial Remarketing, the Remarketing Agent shall advise, by telephone (i) the Collateral Agent, the Administrative Trustees, the Depositor, the Property Trustee, the Indenture Trustee and the Clearing Agency of the Reset Rate determined in the Initial Remarketing and the aggregate Liquidation Amount of Preferred Securities sold in the Initial Remarketing, (ii) each purchaser (or the Clearing Agency Participant thereof) of the Reset Rate and the aggregate Liquidation Amount of Preferred Securities such purchaser is to purchase and (iii) each purchaser to give instructions to its Clearing Agency Participant to pay the purchase price on the Initial Reset Date in same day funds against delivery of the Preferred Securities purchased through the facilities of the Clearing Agency. (i) In accordance with the Clearing Agency's normal procedures, on the Initial Reset Date, the transactions described above with respect to each Preferred Security tendered for purchase and sold in the Initial Remarketing Notes shall be executed through the Clearing Agency, and the accounts of the respective Clearing Agency Participants shall be debited and credited and such Preferred Securities delivered by book entry as necessary to effect purchases and sales of such Preferred Securities. The Clearing Agency shall make payment in accordance with its normal procedures. (j) If any Holder selling Preferred Securities in the Initial Remarketing fails to deliver such Preferred Securities, the Clearing Agency Participant of such selling Holder and of any other Person that was to have purchased Preferred Securities in the Initial Remarketing may deliver to any such other Person an aggregate Liquidation Amount of Preferred Securities that is less than the aggregate Liquidation Amount of Preferred Securities that otherwise was deemed to be purchased by a reference to distributions on such Person. In such event, the aggregate Liquidation Amount of Preferred Securities to be so delivered shall be determined by such Clearing Agency Participant, and delivery of such lesser aggregate Liquidation Amount of Preferred Securities shall constitute good deliveryTreasury Portfolio. (k) The Remarketing Agent is not obligated to purchase any Preferred Securities in the Initial Remarketing or otherwise. Neither the Trust, any Trustee, the Depositor nor the Remarketing Agent shall be obligated in any case to provide funds to make payment upon tender of Preferred Securities for Remarketing. (l) The tender and settlement procedures set forth in this Section 5.13, including provisions for payment by purchasers of Preferred Securities in the Initial Remarketing, shall be subject to modification, notwithstanding any provision to the contrary set forth herein, to the extent required by the Clearing Agency or if the book-entry system is no longer available for the Preferred Securities at the time of the Initial Remarketing, to facilitate the tendering and Remarketing of Preferred Securities in certificated form. In addition, the Remarketing Agent may, notwithstanding any provision to the contrary set forth herein, modify the settlement procedures set forth herein in order to facilitate the settlement process. (m) Anything herein to the contrary notwithstanding, the Reset Rate shall in no event exceed the maximum rate permitted by applicable law and, as provided in the Remarketing Agreement, neither the Remarketing Agent nor the Reset Agent shall have any obligation to determine whether there is any limitation under applicable law on the Reset Rate or, if there is any such limitation, the maximum permissible Reset Rate on the Preferred Securities and they shall rely solely upon written notice from the Depositor (which the Depositor agrees to provide no later than the eighth Business Day before the Initial Reset Date) as to whether or not there is any such limitation and, if so, the maximum permissible Reset Rate.

Initial Remarketing. (a) The Depositor will requestCollateral Agent shall, not later than seven nor more than 15 calendar days prior to the Initial Remarketing Date, that the Clearing Agency notify the Holders of the Preferred Securities and the Holders of Corporate Units and Treasury Units of the Initial Remarketing. (b) Not later than 5:00 P.M.by 10:00 a.m., New York City time, on the fifth fourth Business Day immediately preceding the Initial Reset Date (but in no event earlier than the Distribution Date next preceding the Initial Reset any proposed Remarketing Date), each without any instruction from any Holder of Income PRIDES, present the Separate Preferred Securities may elect to have Preferred Securities held by such Holder remarketed. Holders of Separate Preferred Securities shall give notice of their election to have such Separate Preferred Securities remarketed to the Custodial Agent and deliver such Separate Preferred Securities to the Custodial Agent pursuant to the Pledge Agreement. Any such notice and delivery shall be irrevocable after 5:00 P.M., New York City time, on the fifth Business Day immediately preceding the Initial Reset Date and may not be conditioned upon the level at which the Reset Rate is established. Under Section 5.02 of the Purchase Contract Agreement, Preferred Securities that constitute components of Corporate Units will be remarketed as provided therein and in this Section 5.13. The Preferred Securities constituting components of Corporate Units shall be deemed tendered, notwithstanding any failure by the Holder of such Corporate Units to deliver or properly deliver such Preferred Securities related Pledged Senior Notes to the Remarketing Agent for purchase. (c) The right of each Holder to have Preferred Securities (including any Preferred Securities that constitute components of Corporate Units) tendered for purchase shall be limited remarketing pursuant to the extent that (i) Remarketing Agreement. Upon receiving such Pledged Senior Notes, the Remarketing Agent conducts a Remarketing Agent, pursuant to the terms of the Remarketing Agreement, (ii) Preferred Securities tendered have not been called for redemptionwill use its reasonable efforts to remarket such Pledged Senior Notes. If such remarketing is successful, (iii) after deducting the Remarketing Fee from any amount of such Proceeds in excess of the aggregate Value, plus such accrued and unpaid interest on the remarketed Pledged Senior Notes, the Remarketing Agent is able will remit the entire amount of the Proceeds of such remarketing to find a purchaser the Collateral Agent on or purchasers for tendered Preferred Securities prior to 12:00 p.m., New York City time on the Remarketing Date, by check or wire transfer in immediately available funds to the Collateral Account or such other account and at a price per Preferred Security such that account as may be designated by the aggregate price Collateral Agent in exchange for the Preferred Securities is not less than 100% Pledged Senior Notes. In the event the Collateral Agent receives such Proceeds, the Collateral Agent will, at the written direction of the sum Company, apply an amount equal to the Treasury Portfolio Purchase Price to purchase from the Quotation Agent the Portfolio Interests and promptly remit the remaining portion of such Proceeds, if any, to the Purchase Contract Agent for payment to the Holders of Income PRIDES. The Collateral Agent shall Transfer the Portfolio Interests to the Collateral Account to secure the obligation of all Holders of Income PRIDES to purchase Common Stock of the Company under the Purchase Contracts constituting a part of such Income PRIDES, in substitution for the Pledged Senior Notes. Thereafter the Collateral Agent shall have such security interests, rights and obligations with respect to the Portfolio Interests as it had in respect of the Pledged Senior Notes as provided herein, and any reference herein to the Senior Notes shall be deemed to be reference to such Portfolio Interests, and any reference herein to interest on the 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 Purchase Priceas described above, the Separate Preferred Securities Purchase Price Collateral Agent shall pay such proceeds (and deferred deliver any certified or cashiers’ checks received and unpaid Distributions, if any, on the Preferred Securities, and (ivany funds so wired) such purchaser or purchasers deliver in an amount equal to the purchase price therefor to the Remarketing Agent as and when required. (d) On the Initial Remarketing Date, pursuant to the Remarketing Agreement the Remarketing Agent shall use reasonable efforts to remarket, at a price per Preferred Security such that the aggregate price for the Preferred Securities is equal to approximately 100.25% of the sum of the Treasury Portfolio Purchase Price, the Separate Preferred Securities Purchase Price and deferred and unpaid Distributions on the Preferred Securities to be remarketed. (e) [reserved]. (f) If the Remarketing Agent has determined that it will be able to remarket all Preferred Securities tendered or deemed tendered prior to 4:00 P.M., New York City time, on the Initial Remarketing Date, the Reset Agent, subject to the terms of the Remarketing Agreement, shall determine the Reset Rate. (g) If, by 4:00 P.M., New York City time, on the Initial Remarketing Date, the Remarketing Quotation Agent is unable to remarket all Preferred Securities tendered or deemed tendered for purchase or if the Initial Remarketing shall not have occurred because a condition precedent to the Remarketing shall not have been fulfilled, a failed Remarketing ("Failed Initial Remarketing") shall be deemed to have occurred and the Remarketing Agent shall so advise by telephone the Collateral Agent, the Administrative Trustees, the Depositor, the Property Trustee, the Indenture Trustee and the Clearing Agency. (h) By approximately 4:30 P.M., New York City time, on the Initial Remarketing Date, provided that there has not been a Failed Initial Remarketing, the Remarketing Agent shall advise, by telephone (i) the Collateral Agent, the Administrative Trustees, the Depositor, the Property Trustee, the Indenture Trustee and the Clearing Agency of the Reset Rate determined in the Initial Remarketing and the aggregate Liquidation Amount of Preferred Securities sold in the Initial Remarketing, (ii) each purchaser (or the Clearing Agency Participant thereof) shall distribute any funds in respect of the Reset Rate and interest earned from the aggregate Liquidation Amount of Preferred Securities such purchaser is Permitted Investments to purchase and (iii) each purchaser to give instructions to its Clearing Agency Participant to pay the purchase price on the Initial Reset Date in same day funds against delivery of the Preferred Securities purchased through the facilities of the Clearing Agency. (i) In accordance with the Clearing Agency's normal procedures, on the Initial Reset Date, the transactions described above with respect to each Preferred Security tendered for purchase and sold in the Initial Remarketing shall be executed through the Clearing Agency, and the accounts of the respective Clearing Agency Participants shall be debited and credited and such Preferred Securities delivered by book entry as necessary to effect purchases and sales of such Preferred Securities. The Clearing Agency shall make payment in accordance with its normal procedures. (j) If any Holder selling Preferred Securities in the Initial Remarketing fails to deliver such Preferred Securities, the Clearing Agency Participant of such selling Holder and of any other Person that was to have purchased Preferred Securities in the Initial Remarketing may deliver to any such other Person an aggregate Liquidation Amount of Preferred Securities that is less than the aggregate Liquidation Amount of Preferred Securities that otherwise was to be purchased by such Person. In such event, the aggregate Liquidation Amount of Preferred Securities to be so delivered shall be determined by such Clearing Agency Participant, and delivery of such lesser aggregate Liquidation Amount of Preferred Securities shall constitute good delivery. (k) The Remarketing Purchase Contract Agent is not obligated to purchase any Preferred Securities in the Initial Remarketing or otherwise. Neither the Trust, any Trustee, the Depositor nor the Remarketing Agent shall be obligated in any case to provide funds to make payment upon tender of Preferred Securities for Remarketing. (l) The tender and settlement procedures set forth in this Section 5.13, including provisions for payment by purchasers of Preferred Securities in the Initial Remarketing, shall be subject to modification, notwithstanding any provision to the contrary set forth herein, to the extent required by the Clearing Agency or if the book-entry system is no longer available for the Preferred Securities at the time of the Initial Remarketing, to facilitate the tendering and Remarketing of Preferred Securities in certificated form. In addition, the Remarketing Agent may, notwithstanding any provision to the contrary set forth herein, modify the settlement procedures set forth herein in order to facilitate the settlement processrelevant Holders. (m) Anything herein to the contrary notwithstanding, the Reset Rate shall in no event exceed the maximum rate permitted by applicable law and, as provided in the Remarketing Agreement, neither the Remarketing Agent nor the Reset Agent shall have any obligation to determine whether there is any limitation under applicable law on the Reset Rate or, if there is any such limitation, the maximum permissible Reset Rate on the Preferred Securities and they shall rely solely upon written notice from the Depositor (which the Depositor agrees to provide no later than the eighth Business Day before the Initial Reset Date) as to whether or not there is any such limitation and, if so, the maximum permissible Reset Rate.

Initial Remarketing. Unless a Tax Event Redemption has occurred, the Company shall engage a nationally recognized investment bank (athe “Remarketing Agent”) The Depositor will request, not later than seven nor more than 15 calendar days prior pursuant to the Remarketing Agreement to sell the Senior Notes on an Initial Remarketing Date, that Date selected by the Clearing Agency notify Company (the Holders of the Preferred Securities and the Holders of Corporate Units and Treasury Units of the “Initial Remarketing. (b) Not later than 5:00 P.M.”). In order to facilitate the remarketing, the Agent shall notify, by 10:00 a.m., New York City time, on the fifth Business Day immediately preceding the an Initial Reset Date (but in no event earlier than the Distribution Date next preceding the Initial Reset Remarketing Date), each Holder of the Separate Preferred Securities may elect to have Preferred Securities held by such Holder remarketed. Holders of Separate Preferred Securities shall give notice of their election to have such Separate Preferred Securities remarketed to the Custodial Agent and deliver such Separate Preferred Securities to the Custodial Agent pursuant to the Pledge Agreement. Any such notice and delivery shall be irrevocable after 5:00 P.M., New York City time, on the fifth Business Day immediately preceding the Initial Reset Date and may not be conditioned upon the level at which the Reset Rate is established. Under Section 5.02 of the Purchase Contract Agreement, Preferred Securities that constitute components of Corporate Units will be remarketed as provided therein and in this Section 5.13. The Preferred Securities constituting components of Corporate Units shall be deemed tendered, notwithstanding any failure by the Holder of such Corporate Units to deliver or properly deliver such Preferred Securities to the Remarketing Agent for purchase. (c) The right of each Holder the aggregate principal amount of Senior Notes to have Preferred Securities (including any Preferred Securities that constitute components of Corporate Units) tendered for purchase shall be limited to remarketed. Concurrently, the extent that (i) the Remarketing Agent conducts a Remarketing Collateral Agent, pursuant to the terms of the 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 Senior Notes on such date at a price of approximately 100.25% (but not less than 100%) of the Treasury Portfolio Purchase Price plus a remarketing fee (“Remarketing Fee”) which shall be (i) an amount 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) Preferred Securities tendered have not been called for redemptionsuch 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, (iii) 2010. If the Remarketing Agent is able to find a purchaser or purchasers for tendered Preferred Securities remarket the Senior Notes at a price per Preferred Security equal to or greater than 100% of the Treasury Portfolio Purchase Price (a “Successful Initial Remarketing”), the portion of the proceeds from such that Successful Initial Remarketing equal to the aggregate price Treasury Portfolio Purchase Price will be applied to purchase the Treasury Portfolio. Any proceeds in excess of those required to pay the Treasury Portfolio Purchase Price and the Remarketing Fee will be remitted to the Agent for payment to the Holders of the related Income PRIDES. Income PRIDES Holders whose Senior Notes are so remarketed will not otherwise be responsible for the Preferred Securities is payment of any Remarketing Fee in connection therewith. The Treasury Portfolio will be substituted for the Senior Notes of Holders of Income PRIDES and will be pledged to the Collateral 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 a Successful Initial Remarketing, the Holders of Income PRIDES and the Collateral Agent shall have such security interests, rights and obligations with respect to the Treasury Portfolio as the Holder of Income PRIDES and the Collateral Agent had in respect of the Senior Notes, as the case may be, subject to the Pledge thereof as provided in the Pledge Agreement, and any reference herein or in the Certificates to the Senior Notes shall be deemed to be a reference to such Treasury Portfolio and any reference herein or in the Certificates to interest on the Senior Notes shall be deemed to be a reference to corresponding distributions on 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 sum of the Treasury Portfolio Purchase Price, the Separate Preferred Securities Purchase Price and deferred and unpaid Distributions, if any, on the Preferred Securities, and or (iv2) such purchaser or purchasers deliver the purchase price therefor to the Remarketing Agent as and when required. (d) On the Initial Remarketing Date, pursuant to the Remarketing Agreement the Remarketing Agent shall use reasonable efforts to remarket, at a price per Preferred Security such that the aggregate price for the Preferred Securities is equal to approximately 100.25% of the sum of the Treasury Portfolio Purchase Price, the Separate Preferred Securities Purchase Price and deferred and unpaid Distributions on the Preferred Securities to be remarketed. (e) [reserved]. (f) If the Remarketing Agent remarketing has determined that it will be able to remarket all Preferred Securities tendered or deemed tendered prior to 4:00 P.M., New York City time, on the Initial Remarketing Date, the Reset Agent, subject to the terms of the Remarketing Agreement, shall determine the Reset Rate. (g) If, by 4:00 P.M., New York City time, on the Initial Remarketing Date, the Remarketing Agent is unable to remarket all Preferred Securities tendered or deemed tendered for purchase or if the Initial Remarketing shall not have occurred because a condition precedent to the Remarketing shall remarketing has not have been fulfilled, a failed Remarketing ("Failed Initial Remarketing") shall in each case, the remarketing will be deemed to have occurred and the Remarketing Agent shall so advise by telephone the Collateral Agentfailed, the Administrative Trustees, the Depositor, the Property Trustee, the Indenture Trustee and the Clearing Agency. (h) By approximately 4:30 P.M., New York City time, on the Initial Remarketing Date, provided that there has not been Senior Notes will continue to be a Failed Initial Remarketing, the Remarketing Agent shall advise, by telephone (i) the Collateral Agent, the Administrative Trustees, the Depositor, the Property Trustee, the Indenture Trustee and the Clearing Agency component of the Reset Rate determined in the Initial Remarketing Income PRIDES and the aggregate Liquidation Amount of Preferred Securities sold in the Initial Remarketing, (ii) each purchaser (or the Clearing Agency Participant thereof) of the Reset Rate and the aggregate Liquidation Amount of Preferred Securities such purchaser is to purchase and (iii) each purchaser to give instructions to its Clearing Agency Participant to pay the purchase price on the Initial Reset Date in same day funds against delivery of the Preferred Securities purchased through the facilities of the Clearing Agency. (i) In accordance with the Clearing Agency's normal procedures, on the Initial Reset Date, the transactions described above with respect to each Preferred Security tendered for purchase and sold in the Initial Remarketing shall be executed through the Clearing Agency, and the accounts of the respective Clearing Agency Participants shall be debited and credited and such Preferred Securities delivered by book entry as necessary to effect purchases and sales of such Preferred Securities. The Clearing Agency shall make payment in accordance with its normal procedures. (j) If any Holder selling Preferred Securities in the Initial Remarketing fails to deliver such Preferred Securities, the Clearing Agency Participant of such selling Holder and of any other Person that was to have purchased Preferred Securities in the another Initial Remarketing may deliver be attempted according to any such other Person an aggregate Liquidation Amount of Preferred Securities that is less than the aggregate Liquidation Amount of Preferred Securities that otherwise was to be purchased by such Person. In such event, the aggregate Liquidation Amount of Preferred Securities to be so delivered shall be determined by such Clearing Agency Participant, and delivery of such lesser aggregate Liquidation Amount of Preferred Securities shall constitute good delivery. (k) The Remarketing Agent is not obligated to purchase any Preferred Securities in the Initial Remarketing or otherwise. Neither the Trust, any Trustee, the Depositor nor the Remarketing Agent shall be obligated in any case to provide funds to make payment upon tender of Preferred Securities for Remarketing. (l) The tender and settlement procedures set forth in this Section 5.13, including provisions for payment by purchasers of Preferred Securities in the Initial Remarketing, shall be subject to modification, notwithstanding any provision to the contrary set forth herein, to the extent required by the Clearing Agency or if the book-entry system is no longer available for the Preferred Securities at the time of the Initial Remarketing, to facilitate the tendering and Remarketing of Preferred Securities in certificated form5.3. In addition, If the Remarketing Agent may, notwithstanding any provision has failed to remarket the Senior Notes on up to five separate dates prior to the contrary set forth herein, modify the settlement procedures set forth herein in order to facilitate the settlement process. (m) Anything herein to the contrary notwithstanding, the Reset Rate shall in no event exceed the maximum rate permitted by applicable law and, as provided in the Remarketing Agreement, neither the Remarketing Agent nor the Reset Agent shall have any obligation to determine whether there is any limitation under applicable law on the Reset Rate or, if there is any such limitation, the maximum permissible Reset Rate on the Preferred Securities and they shall rely solely upon written notice from the Depositor (which the Depositor agrees to provide no later than the eighth fifth Business Day before preceding the Purchase Contract Settlement Date, this shall be referred to as a “Failed Initial Reset Date) as Remarketing”. The Company will cause a notice of a Failed Initial Remarketing to whether or not there is any such limitation and, if so, the maximum permissible Reset Ratebe published in an Authorized Newspaper.

Initial Remarketing. (a) The Depositor will requestCollateral Agent shall, not later than seven nor more than 15 calendar days prior to the Initial Remarketing Date, that the Clearing Agency notify the Holders of the Preferred Securities and the Holders of Corporate Units and Treasury Units of the Initial Remarketing. (b) Not later than 5:00 P.M.by 10:00 a.m., New York City time, on the fifth fourth Business Day immediately preceding the Initial Reset Date (but in no event earlier than the Distribution Date next preceding the Initial Reset Date), each without any instruction from any Holder of Corporate Units, present the Separate Preferred Securities may elect to have Preferred Securities held by such Holder remarketed. Holders of Separate Preferred Securities shall give notice of their election to have such Separate Preferred Securities remarketed to the Custodial Agent and deliver such Separate Preferred Securities to the Custodial Agent pursuant to the Pledge Agreement. Any such notice and delivery shall be irrevocable after 5:00 P.M., New York City time, on the fifth Business Day immediately preceding the Initial Reset Date and may not be conditioned upon the level at which the Reset Rate is established. Under Section 5.02 of the Purchase Contract Agreement, Preferred Securities that constitute components of Corporate Units will be remarketed as provided therein and in this Section 5.13. The Preferred Securities constituting components of Corporate Units shall be deemed tendered, notwithstanding any failure by the Holder of such Corporate Units to deliver or properly deliver such Preferred related Pledged Debt Securities to the Remarketing Agent for purchase. (c) The right of each Holder to have Preferred Securities (including any Preferred Securities that constitute components of Corporate Units) tendered for purchase shall be limited to the extent that (i) remarketing. Upon receiving such Pledged Debt Securities, the Remarketing Agent conducts a Remarketing Agent, pursuant to the terms of the Remarketing Agreement and the Supplemental Remarketing Agreement, (ii) Preferred will use its reasonable efforts to remarket such Pledged Debt Securities tendered have not been called for redemption, (iii) the Remarketing Agent is able to find a purchaser or purchasers for tendered Preferred Securities on such date at a price per Preferred Security such that the aggregate price for the Preferred Securities is of approximately 100.5% (but not less than 100% %) of the sum of the Remarketing Treasury Portfolio Purchase Price, the Separate Preferred Securities Purchase Price and deferred plus accrued and unpaid Distributionsinterest, if any, on the Preferred Pledged Debt Securities, and (iv) such purchaser or purchasers deliver the purchase price therefor to . After deducting as the Remarketing Agent as and when required. Fee an amount not exceeding 25 basis points (d.25%) On the Initial Remarketing Date, pursuant to of the Remarketing Agreement the Remarketing Agent shall use reasonable efforts to remarket, at a price per Preferred Security Treasury Portfolio Purchase Price from any amount of such that the aggregate price for the Preferred Securities is equal to approximately 100.25% Proceeds in excess of the sum of the (i) Remarketing Treasury Portfolio Purchase Price, plus (ii) the Separate Preferred Securities Purchase Price and deferred amount of accrued and unpaid Distributions interest, if any, on the Preferred Securities to be remarketed. (e) [reserved]. (f) If Pledged Debt Securities, the Remarketing Agent has determined that it will be able remit the entire amount of the Proceeds of such remarketing to remarket all Preferred Securities tendered the Collateral Agent on or deemed tendered prior to 4:00 P.M.12:00 p.m., New York City time, on the Initial Remarketing Date, the Reset Agent, subject to the terms of the Remarketing Agreement, shall determine the Reset Rate. (g) If, by 4:00 P.M., New York City time, on the Initial Remarketing Date, the Remarketing Agent is unable to remarket all Preferred Securities tendered or deemed tendered for purchase or if the Initial Remarketing shall not have occurred because a condition precedent to the Remarketing shall not have been fulfilled, a failed Remarketing ("Failed Initial Remarketing") shall be deemed to have occurred and the Remarketing Agent shall so advise by telephone the Collateral Agent, the Administrative Trustees, the Depositor, the Property Trustee, the Indenture Trustee and the Clearing Agency. (h) By approximately 4:30 P.M., New York City time, on the Initial Remarketing Date, provided that there has not been a Failed Initial Remarketing, the Remarketing Agent shall advise, by telephone (i) the Collateral Agent, the Administrative Trustees, the Depositor, the Property Trustee, the Indenture Trustee and the Clearing Agency of the Reset Rate determined in the Initial Remarketing and the aggregate Liquidation Amount of Preferred Securities sold in the Initial Remarketing, (ii) each purchaser (or the Clearing Agency Participant thereof) of the Reset Rate and the aggregate Liquidation Amount of Preferred Securities such purchaser is to purchase and (iii) each purchaser to give instructions to its Clearing Agency Participant to pay the purchase price on the Initial Reset Date in same day funds against delivery of the Preferred Securities purchased through the facilities of the Clearing Agency. (i) In accordance with the Clearing Agency's normal procedures, time on the Initial Reset Date. In the event the Collateral Agent receives such Proceeds, the transactions described above 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 Debt Securities. Thereafter the Collateral Agent shall have such security interests, rights and obligations with respect to each Preferred Security tendered for purchase the Remarketing Treasury Portfolio as it had in respect of the Pledged Debt Securities as provided in Articles II, III, IV, V and sold in the Initial Remarketing shall be executed through the Clearing AgencyVI hereof, and the accounts of the respective Clearing Agency Participants shall be debited and credited and such Preferred Securities delivered by book entry as necessary to effect purchases and sales of such Preferred Securities. The Clearing Agency shall make payment in accordance with its normal procedures. (j) If any Holder selling Preferred Securities in the Initial Remarketing fails to deliver such Preferred Securities, the Clearing Agency Participant of such selling Holder and of any other Person that was to have purchased Preferred Securities in the Initial Remarketing may deliver to any such other Person an aggregate Liquidation Amount of Preferred Securities that is less than the aggregate Liquidation Amount of Preferred Securities that otherwise was to be purchased by such Person. In such event, the aggregate Liquidation Amount of Preferred Securities to be so delivered shall be determined by such Clearing Agency Participant, and delivery of such lesser aggregate Liquidation Amount of Preferred Securities shall constitute good delivery. (k) The Remarketing Agent is not obligated to purchase any Preferred Securities in the Initial Remarketing or otherwise. Neither the Trust, any Trustee, the Depositor nor the Remarketing Agent shall be obligated in any case to provide funds to make payment upon tender of Preferred Securities for Remarketing. (l) The tender and settlement procedures set forth in this Section 5.13, including provisions for payment by purchasers of Preferred Securities in the Initial Remarketing, shall be subject to modification, notwithstanding any provision to the contrary set forth herein, to the extent required by the Clearing Agency or if the book-entry system is no longer available for the Preferred Securities at the time of the Initial Remarketing, to facilitate the tendering and Remarketing of Preferred Securities in certificated form. In addition, the Remarketing Agent may, notwithstanding any provision to the contrary set forth herein, modify the settlement procedures set forth herein in order to facilitate the settlement process. (m) Anything reference herein to the contrary notwithstandingPledged Debt Securities shall be deemed to be a reference to such Remarketing Treasury Portfolio, the Reset Rate shall in no event exceed the maximum rate permitted by applicable law and, as provided in the Remarketing Agreement, neither the Remarketing Agent nor the Reset Agent shall have and any obligation reference herein to determine whether there is any limitation under applicable law interest on the Reset Rate or, if there is any Debt Securities shall be deemed to be a reference to distributions on such limitation, the maximum permissible Reset Rate on the Preferred Securities and they shall rely solely upon written notice from the Depositor (which the Depositor agrees to provide no later than the eighth Business Day before the Initial Reset Date) as to whether or not there is any such limitation and, if so, the maximum permissible Reset RateRemarketing Treasury Portfolio.

Initial Remarketing. (a) The Depositor will requestCollateral Agent shall, not later than seven nor more than 15 calendar days prior to the Initial Remarketing Date, that the Clearing Agency notify the Holders of the Preferred Securities and the Holders of Corporate Units and Treasury Units of the Initial Remarketing. (b) Not later than 5:00 P.M.by 10:00 a.m., New York City time, on the fifth fourth Business Day immediately preceding the Initial Reset Date (but in no event earlier than the Distribution Date next preceding the Initial Reset Date)August 17, each 2004, without any instruction from any Holder of Income PRIDES, present the Separate Preferred Securities may elect to have Preferred Securities held by such Holder remarketed. Holders of Separate Preferred Securities shall give notice of their election to have such Separate Preferred Securities remarketed to the Custodial Agent and deliver such Separate Preferred Securities to the Custodial Agent pursuant to the Pledge Agreement. Any such notice and delivery shall be irrevocable after 5:00 P.M., New York City time, on the fifth Business Day immediately preceding the Initial Reset Date and may not be conditioned upon the level at which the Reset Rate is established. Under Section 5.02 of the Purchase Contract Agreement, Preferred Securities that constitute components of Corporate Units will be remarketed as provided therein and in this Section 5.13. The Preferred Securities constituting components of Corporate Units shall be deemed tendered, notwithstanding any failure by the Holder of such Corporate Units to deliver or properly deliver such Preferred Securities related Pledged Senior Notes to the Remarketing Agent for purchase. (c) The right of each Holder to have Preferred Securities (including any Preferred Securities that constitute components of Corporate Units) tendered for purchase shall be limited to the extent that (i) remarketing. Upon receiving such Pledged Senior Notes, the Remarketing Agent conducts a Remarketing Agent, pursuant to the terms of the Remarketing Agreement, (ii) Preferred Securities tendered have not been called for redemption, (iii) the Remarketing Agent is able will use its reasonable efforts to find a purchaser or purchasers for tendered Preferred Securities remarket such Pledged Notes on such date at a price per Preferred Security such that the aggregate price for the Preferred Securities is of approximately 100.5% (but not less than 100% %) of the sum Treasury Portfolio Purchase Price. 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 Treasury Portfolio Purchase Price, the Separate Preferred Securities Purchase Price and deferred and unpaid Distributions, if any, on Remarketing Agent will remit the Preferred Securities, and (iv) entire amount of the Proceeds of such purchaser or purchasers deliver the purchase price therefor remarketing to the Remarketing Collateral Agent as and when required. (d) On the Initial Remarketing Date, pursuant to the Remarketing Agreement the Remarketing Agent shall use reasonable efforts to remarket, at a price per Preferred Security such that the aggregate price for the Preferred Securities is equal to approximately 100.25% of the sum of the Treasury Portfolio Purchase Price, the Separate Preferred Securities Purchase Price and deferred and unpaid Distributions on the Preferred Securities to be remarketed. (e) [reserved]. (f) If the Remarketing Agent has determined that it will be able to remarket all Preferred Securities tendered or deemed tendered prior to 4:00 P.M.12:00 p.m., New York City time, on by check or wire transfer in immediately available funds at such place and at such account as may be designated by the Initial Remarketing DateCollateral Agnet in exchange for the Pledged Senior Notes. In the event the Collateral Agent receives such Proceeds, the Reset AgentCollateral Agent will, subject at the written direction of the Company, apply an amount equal to the terms Treasury Portfolio Purchase Price to purchase from the Quotation Agent the Treasury Portfolio and promptly remit the remaining portion of such Proceeds to the Purchase Contract Agent for payment to the Holders of Income PRIDES. The Collateral Agent shall Transfer the Treasury Portfolio to the Collateral Account to secure the obligation of all Holders of Income PRIDES to purchase Common Stock of the Remarketing AgreementCompany under the Purchase Contracts constituting a part of such Income PRIDES, in substitution for the Pledged Senior Notes. Thereafter the Collateral Agent shall determine the Reset Rate. (g) Ifhave such security interests, by 4:00 P.M., New York City time, on the Initial Remarketing Date, the Remarketing Agent is unable to remarket all Preferred Securities tendered or deemed tendered for purchase or if the Initial Remarketing shall not have occurred because a condition precedent rights and obligations with respect to the Remarketing shall not have been fulfilledTreasury Portfolio as it had in respect of the Pledged Senior Notes as provided in Articles II, a failed Remarketing ("Failed Initial Remarketing") III, IV, V and VI, and any reference herein to the Senior Notes shall be deemed to have occurred be reference to such Treasury Portfolio, and the Remarketing Agent shall so advise by telephone the Collateral Agent, the Administrative Trustees, the Depositor, the Property Trustee, the Indenture Trustee and the Clearing Agency. (h) By approximately 4:30 P.M., New York City time, any reference herein to interest on the Initial Remarketing Date, provided that there has not been a Failed Initial Remarketing, the Remarketing Agent shall advise, by telephone (i) the Collateral Agent, the Administrative Trustees, the Depositor, the Property Trustee, the Indenture Trustee and the Clearing Agency of the Reset Rate determined in the Initial Remarketing and the aggregate Liquidation Amount of Preferred Securities sold in the Initial Remarketing, (ii) each purchaser (or the Clearing Agency Participant thereof) of the Reset Rate and the aggregate Liquidation Amount of Preferred Securities such purchaser is to purchase and (iii) each purchaser to give instructions to its Clearing Agency Participant to pay the purchase price on the Initial Reset Date in same day funds against delivery of the Preferred Securities purchased through the facilities of the Clearing Agency. (i) In accordance with the Clearing Agency's normal procedures, on the Initial Reset Date, the transactions described above with respect to each Preferred Security tendered for purchase and sold in the Initial Remarketing Senior Notes shall be executed through the Clearing Agency, and the accounts of the respective Clearing Agency Participants shall be debited and credited and such Preferred Securities delivered by book entry as necessary to effect purchases and sales of such Preferred Securities. The Clearing Agency shall make payment in accordance with its normal procedures. (j) If any Holder selling Preferred Securities in the Initial Remarketing fails to deliver such Preferred Securities, the Clearing Agency Participant of such selling Holder and of any other Person that was to have purchased Preferred Securities in the Initial Remarketing may deliver to any such other Person an aggregate Liquidation Amount of Preferred Securities that is less than the aggregate Liquidation Amount of Preferred Securities that otherwise was deemed to be purchased by a reference to distributions on such Person. In such event, the aggregate Liquidation Amount of Preferred Securities to be so delivered shall be determined by such Clearing Agency Participant, and delivery of such lesser aggregate Liquidation Amount of Preferred Securities shall constitute good deliveryTreasury Portfolio. (k) The Remarketing Agent is not obligated to purchase any Preferred Securities in the Initial Remarketing or otherwise. Neither the Trust, any Trustee, the Depositor nor the Remarketing Agent shall be obligated in any case to provide funds to make payment upon tender of Preferred Securities for Remarketing. (l) The tender and settlement procedures set forth in this Section 5.13, including provisions for payment by purchasers of Preferred Securities in the Initial Remarketing, shall be subject to modification, notwithstanding any provision to the contrary set forth herein, to the extent required by the Clearing Agency or if the book-entry system is no longer available for the Preferred Securities at the time of the Initial Remarketing, to facilitate the tendering and Remarketing of Preferred Securities in certificated form. In addition, the Remarketing Agent may, notwithstanding any provision to the contrary set forth herein, modify the settlement procedures set forth herein in order to facilitate the settlement process. (m) Anything herein to the contrary notwithstanding, the Reset Rate shall in no event exceed the maximum rate permitted by applicable law and, as provided in the Remarketing Agreement, neither the Remarketing Agent nor the Reset Agent shall have any obligation to determine whether there is any limitation under applicable law on the Reset Rate or, if there is any such limitation, the maximum permissible Reset Rate on the Preferred Securities and they shall rely solely upon written notice from the Depositor (which the Depositor agrees to provide no later than the eighth Business Day before the Initial Reset Date) as to whether or not there is any such limitation and, if so, the maximum permissible Reset Rate.

Initial Remarketing. (a) The Depositor will requestCollateral Agent shall, not later than seven nor more than 15 calendar days prior to the Initial Remarketing Date, that the Clearing Agency notify the Holders of the Preferred Securities and the Holders of Corporate Units and Treasury Units of the Initial Remarketing. (b) Not later than 5:00 P.M.by 10:00 a.m., New York City time, on the fifth fourth Business Day immediately preceding the Initial Reset Date (but in no event earlier than the Distribution Date next preceding the Initial Reset Date)November 16, each 2004, without any instruction from any Holder of Corporate Units, present the Separate Preferred Securities may elect to have Preferred Securities held by such Holder remarketed. Holders of Separate Preferred Securities shall give notice of their election to have such Separate Preferred Securities remarketed to the Custodial Agent and deliver such Separate Preferred Securities to the Custodial Agent pursuant to the Pledge Agreement. Any such notice and delivery shall be irrevocable after 5:00 P.M., New York City time, on the fifth Business Day immediately preceding the Initial Reset Date and may not be conditioned upon the level at which the Reset Rate is established. Under Section 5.02 of the Purchase Contract Agreement, Preferred Securities that constitute components of Corporate Units will be remarketed as provided therein and in this Section 5.13. The Preferred Securities constituting components of Corporate Units shall be deemed tendered, notwithstanding any failure by the Holder of such Corporate Units to deliver or properly deliver such Preferred Securities related Pledged Debentures to the Remarketing Agent for purchase. (c) The right of each Holder to have Preferred Securities (including any Preferred Securities that constitute components of Corporate Units) tendered for purchase shall be limited to the extent that (i) remarketing. Upon receiving such Pledged Debentures, the Remarketing Agent conducts a Remarketing Agent, pursuant to the terms of the Remarketing Agreement and the Supplemental Remarketing Agreement, (ii) Preferred Securities tendered have not been called for redemption, (iii) the Remarketing Agent is able will use its reasonable efforts to find a purchaser or purchasers for tendered Preferred Securities remarket such Pledged Debentures on such date at a price per Preferred Security such that the aggregate price for the Preferred Securities is of approximately 100.5% (but not less than 100% %) of the sum Treasury Portfolio Purchase Price, plus accrued and unpaid interest, if any, thereon. 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 Treasury Portfolio Purchase Price, the Separate Preferred Securities 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 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 deferred and unpaid Distributionsremit the remaining portion of such Proceeds, if any, on the Preferred Securities, and (iv) such purchaser or purchasers deliver the purchase price therefor to the Remarketing Purchase Contract Agent as and when required. (d) On the Initial Remarketing Date, pursuant for payment to the Remarketing Agreement the Remarketing Holders of Corporate Units. The Collateral Agent shall use reasonable efforts to remarket, at a price per Preferred Security such that the aggregate price for the Preferred Securities is equal to approximately 100.25% of the sum of Transfer the Treasury Portfolio Purchase Price, the Separate Preferred Securities Purchase Price and deferred and unpaid Distributions on the Preferred Securities to be remarketed. (e) [reserved]. (f) If the Remarketing Agent has determined that it will be able to remarket all Preferred Securities tendered or deemed tendered prior to 4:00 P.M., New York City time, on the Initial Remarketing Date, the Reset Agent, subject to the terms Collateral Account to secure the obligation of all Holders of Corporate Units to purchase Common Stock of the Remarketing AgreementCompany under the Purchase Contracts constituting a part of such Corporate Units, in substitution for the Pledged Debentures. Thereafter the Collateral Agent shall determine the Reset Rate. (g) Ifhave such security interests, by 4:00 P.M., New York City time, on the Initial Remarketing Date, the Remarketing Agent is unable to remarket all Preferred Securities tendered or deemed tendered for purchase or if the Initial Remarketing shall not have occurred because a condition precedent rights and obligations with respect to the Remarketing shall not have been fulfilledTreasury Portfolio as it had in respect of the Pledged Debentures as provided in Articles II, a failed Remarketing ("Failed Initial Remarketing") III, IV, V and VI, and any reference herein to the Pledged Debentures shall be deemed to have occurred be a reference to such Treasury Portfolio, and the Remarketing Agent shall so advise by telephone the Collateral Agent, the Administrative Trustees, the Depositor, the Property Trustee, the Indenture Trustee and the Clearing Agency. (h) By approximately 4:30 P.M., New York City time, any reference herein to interest on the Initial Remarketing Date, provided that there has not been a Failed Initial Remarketing, the Remarketing Agent shall advise, by telephone (i) the Collateral Agent, the Administrative Trustees, the Depositor, the Property Trustee, the Indenture Trustee and the Clearing Agency of the Reset Rate determined in the Initial Remarketing and the aggregate Liquidation Amount of Preferred Securities sold in the Initial Remarketing, (ii) each purchaser (or the Clearing Agency Participant thereof) of the Reset Rate and the aggregate Liquidation Amount of Preferred Securities such purchaser is to purchase and (iii) each purchaser to give instructions to its Clearing Agency Participant to pay the purchase price on the Initial Reset Date in same day funds against delivery of the Preferred Securities purchased through the facilities of the Clearing Agency. (i) In accordance with the Clearing Agency's normal procedures, on the Initial Reset Date, the transactions described above with respect to each Preferred Security tendered for purchase and sold in the Initial Remarketing Debentures shall be executed through the Clearing Agency, and the accounts of the respective Clearing Agency Participants shall be debited and credited and such Preferred Securities delivered by book entry as necessary to effect purchases and sales of such Preferred Securities. The Clearing Agency shall make payment in accordance with its normal procedures. (j) If any Holder selling Preferred Securities in the Initial Remarketing fails to deliver such Preferred Securities, the Clearing Agency Participant of such selling Holder and of any other Person that was to have purchased Preferred Securities in the Initial Remarketing may deliver to any such other Person an aggregate Liquidation Amount of Preferred Securities that is less than the aggregate Liquidation Amount of Preferred Securities that otherwise was deemed to be purchased by a reference to distributions on such Person. In such event, the aggregate Liquidation Amount of Preferred Securities to be so delivered shall be determined by such Clearing Agency Participant, and delivery of such lesser aggregate Liquidation Amount of Preferred Securities shall constitute good deliveryTreasury Portfolio. (k) The Remarketing Agent is not obligated to purchase any Preferred Securities in the Initial Remarketing or otherwise. Neither the Trust, any Trustee, the Depositor nor the Remarketing Agent shall be obligated in any case to provide funds to make payment upon tender of Preferred Securities for Remarketing. (l) The tender and settlement procedures set forth in this Section 5.13, including provisions for payment by purchasers of Preferred Securities in the Initial Remarketing, shall be subject to modification, notwithstanding any provision to the contrary set forth herein, to the extent required by the Clearing Agency or if the book-entry system is no longer available for the Preferred Securities at the time of the Initial Remarketing, to facilitate the tendering and Remarketing of Preferred Securities in certificated form. In addition, the Remarketing Agent may, notwithstanding any provision to the contrary set forth herein, modify the settlement procedures set forth herein in order to facilitate the settlement process. (m) Anything herein to the contrary notwithstanding, the Reset Rate shall in no event exceed the maximum rate permitted by applicable law and, as provided in the Remarketing Agreement, neither the Remarketing Agent nor the Reset Agent shall have any obligation to determine whether there is any limitation under applicable law on the Reset Rate or, if there is any such limitation, the maximum permissible Reset Rate on the Preferred Securities and they shall rely solely upon written notice from the Depositor (which the Depositor agrees to provide no later than the eighth Business Day before the Initial Reset Date) as to whether or not there is any such limitation and, if so, the maximum permissible Reset Rate.

Initial Remarketing. (a) The Depositor will requestCollateral Agent shall, not later than seven nor more than 15 calendar days prior to the Initial Remarketing Date, that the Clearing Agency notify the Holders of the Preferred Securities and the Holders of Corporate Units and Treasury Units of the Initial Remarketing. (b) Not later than 5:00 P.M.by 10:00 a.m., New York City time, on the fifth fourth Business Day immediately preceding the Initial Reset Date (but in no event earlier than the Distribution Date next preceding the Initial Reset Date), each without any instruction from any Holder of Corporate Units, present the Separate Preferred Securities may elect to have Preferred Securities held by such Holder remarketed. Holders of Separate Preferred Securities shall give notice of their election to have such Separate Preferred Securities remarketed to the Custodial Agent and deliver such Separate Preferred Securities to the Custodial Agent pursuant to the Pledge Agreement. Any such notice and delivery shall be irrevocable after 5:00 P.M., New York City time, on the fifth Business Day immediately preceding the Initial Reset Date and may not be conditioned upon the level at which the Reset Rate is established. Under Section 5.02 of the Purchase Contract Agreement, Preferred Securities that constitute components of Corporate Units will be remarketed as provided therein and in this Section 5.13. The Preferred Securities constituting components of Corporate Units shall be deemed tendered, notwithstanding any failure by the Holder of such Corporate Units to deliver or properly deliver such Preferred related Pledged Debt Securities to the Remarketing Agent for purchase. (c) The right of each Holder to have Preferred Securities (including any Preferred Securities that constitute components of Corporate Units) tendered for purchase shall be limited to the extent that (i) remarketing. Upon receiving such Pledged Debt Securities, the Remarketing Agent conducts a Remarketing Agent, pursuant to the terms of the Remarketing Agreement and the Supplemental Remarketing Agreement, (ii) Preferred will use its reasonable efforts to remarket such Pledged Debt Securities tendered have not been called for redemption, (iii) the Remarketing Agent is able to find a purchaser or purchasers for tendered Preferred Securities on such date at a price per Preferred Security such that the aggregate price for the Preferred Securities is of approximately [100.5]% (but not less than 100% [100]%) of the sum of the Remarketing Treasury Portfolio Purchase Price, the Separate Preferred Securities Purchase Price and deferred plus accrued and unpaid Distributionsinterest, if any, on the Preferred Pledged Debt Securities, and (iv) such purchaser or purchasers deliver the purchase price therefor to . After deducting as the Remarketing Agent as and when required. Fee an amount not exceeding __ basis points (d.__%) On the Initial Remarketing Date, pursuant to of the Remarketing Agreement the Remarketing Agent shall use reasonable efforts to remarket, at a price per Preferred Security Treasury Portfolio Purchase Price from any amount of such that the aggregate price for the Preferred Securities is equal to approximately 100.25% Proceeds in excess of the sum of the (i) Remarketing Treasury Portfolio Purchase Price, plus (ii) the Separate Preferred Securities Purchase Price and deferred amount of accrued and unpaid Distributions interest, if any, on the Preferred Securities to be remarketed. (e) [reserved]. (f) If Pledged Debt Securities, the Remarketing Agent has determined that it will be able remit the entire amount of the Proceeds of such remarketing to remarket all Preferred Securities tendered the Collateral Agent on or deemed tendered prior to 4:00 P.M.12:00 p.m., New York City time, on the Initial Remarketing Date, the Reset Agent, subject to the terms of the Remarketing Agreement, shall determine the Reset Rate. (g) If, by 4:00 P.M., New York City time, on the Initial Remarketing Date, the Remarketing Agent is unable to remarket all Preferred Securities tendered or deemed tendered for purchase or if the Initial Remarketing shall not have occurred because a condition precedent to the Remarketing shall not have been fulfilled, a failed Remarketing ("Failed Initial Remarketing") shall be deemed to have occurred and the Remarketing Agent shall so advise by telephone the Collateral Agent, the Administrative Trustees, the Depositor, the Property Trustee, the Indenture Trustee and the Clearing Agency. (h) By approximately 4:30 P.M., New York City time, on the Initial Remarketing Date, provided that there has not been a Failed Initial Remarketing, the Remarketing Agent shall advise, by telephone (i) the Collateral Agent, the Administrative Trustees, the Depositor, the Property Trustee, the Indenture Trustee and the Clearing Agency of the Reset Rate determined in the Initial Remarketing and the aggregate Liquidation Amount of Preferred Securities sold in the Initial Remarketing, (ii) each purchaser (or the Clearing Agency Participant thereof) of the Reset Rate and the aggregate Liquidation Amount of Preferred Securities such purchaser is to purchase and (iii) each purchaser to give instructions to its Clearing Agency Participant to pay the purchase price on the Initial Reset Date in same day funds against delivery of the Preferred Securities purchased through the facilities of the Clearing Agency. (i) In accordance with the Clearing Agency's normal procedures, time on the Initial Reset Date. In the event the Collateral Agent receives such Proceeds, the transactions described above 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 Debt Securities. Thereafter the Collateral Agent shall have such security interests, rights and obligations with respect to each Preferred Security tendered for purchase the Remarketing Treasury Portfolio as it had in respect of the Pledged Debt Securities as provided in Articles II, III, IV, V and sold in the Initial Remarketing shall be executed through the Clearing AgencyVI hereof, and the accounts of the respective Clearing Agency Participants shall be debited and credited and such Preferred Securities delivered by book entry as necessary to effect purchases and sales of such Preferred Securities. The Clearing Agency shall make payment in accordance with its normal procedures. (j) If any Holder selling Preferred Securities in the Initial Remarketing fails to deliver such Preferred Securities, the Clearing Agency Participant of such selling Holder and of any other Person that was to have purchased Preferred Securities in the Initial Remarketing may deliver to any such other Person an aggregate Liquidation Amount of Preferred Securities that is less than the aggregate Liquidation Amount of Preferred Securities that otherwise was to be purchased by such Person. In such event, the aggregate Liquidation Amount of Preferred Securities to be so delivered shall be determined by such Clearing Agency Participant, and delivery of such lesser aggregate Liquidation Amount of Preferred Securities shall constitute good delivery. (k) The Remarketing Agent is not obligated to purchase any Preferred Securities in the Initial Remarketing or otherwise. Neither the Trust, any Trustee, the Depositor nor the Remarketing Agent shall be obligated in any case to provide funds to make payment upon tender of Preferred Securities for Remarketing. (l) The tender and settlement procedures set forth in this Section 5.13, including provisions for payment by purchasers of Preferred Securities in the Initial Remarketing, shall be subject to modification, notwithstanding any provision to the contrary set forth herein, to the extent required by the Clearing Agency or if the book-entry system is no longer available for the Preferred Securities at the time of the Initial Remarketing, to facilitate the tendering and Remarketing of Preferred Securities in certificated form. In addition, the Remarketing Agent may, notwithstanding any provision to the contrary set forth herein, modify the settlement procedures set forth herein in order to facilitate the settlement process. (m) Anything reference herein to the contrary notwithstandingPledged Debt Securities shall be deemed to be a reference to such Remarketing Treasury Portfolio, the Reset Rate shall in no event exceed the maximum rate permitted by applicable law and, as provided in the Remarketing Agreement, neither the Remarketing Agent nor the Reset Agent shall have and any obligation reference herein to determine whether there is any limitation under applicable law interest on the Reset Rate or, if there is any Debt Securities shall be deemed to be a reference to distributions on such limitation, the maximum permissible Reset Rate on the Preferred Securities and they shall rely solely upon written notice from the Depositor (which the Depositor agrees to provide no later than the eighth Business Day before the Initial Reset Date) as to whether or not there is any such limitation and, if so, the maximum permissible Reset RateRemarketing Treasury Portfolio.

Initial Remarketing. Unless a Tax Event Redemption has occurred, the Company shall engage a nationally recognized investment bank (athe "Remarketing Agent") The Depositor will request, not later than seven nor more than 15 calendar days prior 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, that the Clearing Agency notify the Holders of the Preferred Securities and the Holders of Corporate Units and Treasury Units of the Initial Remarketing. (b) Not later than 5:00 P.M.Agent shall notify, by 10:00 a.m., New York City time, on the fifth Business Day immediately preceding the Initial Reset Date (but in no event earlier than the Distribution Date next preceding the Initial Reset Remarketing Date), each Holder of the Separate Preferred Securities may elect to have Preferred Securities held by such Holder remarketed. Holders of Separate Preferred Securities shall give notice of their election to have such Separate Preferred Securities remarketed to the Custodial Agent and deliver such Separate Preferred Securities to the Custodial Agent pursuant to the Pledge Agreement. Any such notice and delivery shall be irrevocable after 5:00 P.M., New York City time, on the fifth Business Day immediately preceding the Initial Reset Date and may not be conditioned upon the level at which the Reset Rate is established. Under Section 5.02 of the Purchase Contract Agreement, Preferred Securities that constitute components of Corporate Units will be remarketed as provided therein and in this Section 5.13. The Preferred Securities constituting components of Corporate Units shall be deemed tendered, notwithstanding any failure by the Holder of such Corporate Units to deliver or properly deliver such Preferred Securities to the Remarketing Agent for purchase. (c) The right of each Holder the aggregate principal amount of Senior Notes to have Preferred Securities (including any Preferred Securities that constitute components of Corporate Units) tendered for purchase shall be limited to remarketed. Concurrently, the extent that (i) the Remarketing Agent conducts a Remarketing Collateral Agent, pursuant to the terms of the 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 Senior Notes on such date at a price of approximately 100.5% (iibut not less than 100%) Preferred Securities tendered have not been called for redemption, (iii) of the Treasury Portfolio Purchase Price. If the Remarketing Agent is able to find a purchaser or purchasers for tendered Preferred Securities remarket the Senior Notes at a price per Preferred Security equal to or greater than 100% of the Treasury Portfolio Purchase Price (a "Successful Initial Remarketing"), the portion of the proceeds from such that Successful Initial Remarketing equal to the aggregate price 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 (0.25%) of the Treasury Portfolio Purchase Price from any amount of such proceeds in excess of the Treasury Portfolio Purchase Price. Any proceeds in excess of those required to pay the Treasury Portfolio Purchase Price and the Remarketing Fee will be remitted to the Agent for payment to the Holders of the related Income PRIDES. Income PRIDES Holders whose Senior Notes are so remarketed will not otherwise be responsible for the Preferred Securities is payment of any Remarketing Fee in connection therewith. The Treasury Portfolio will be substituted for the Senior Notes of Holders of Income PRIDES and will be pledged to the Collateral 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 a Successful Initial Remarketing, the Holders of Income PRIDES and the Collateral Agent shall have such security interests, rights and obligations with respect to the Treasury Portfolio as the Holder of Income PRIDES and the Collateral Agent had in respect of the Senior Notes, as the case may be, subject to the Pledge thereof as provided in the Pledge Agreement, and any reference herein or in the Certificates to the Senior Notes shall be deemed to be a reference to such Treasury Portfolio and any reference herein or in the Certificates to interest on the Senior Notes shall be deemed to be a reference to corresponding distributions on 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 sum of the Treasury Portfolio Purchase Price, the Separate Preferred Securities Purchase Price and deferred and unpaid Distributions, if any, on the Preferred Securities, and (iv) such purchaser or purchasers deliver the purchase price therefor to the Remarketing Agent as and when required. (d) On the Initial Remarketing Date, pursuant to the Remarketing Agreement the Remarketing Agent shall use reasonable efforts to remarket, at a price per Preferred Security such that the aggregate price for the Preferred Securities is equal to approximately 100.25% of the sum of the Treasury Portfolio Purchase Price, the Separate Preferred Securities Purchase Price and deferred and unpaid Distributions on the Preferred Securities to be remarketed. (e) [reserved]. (f) If the Remarketing Agent has determined that it remarketing will be able deemed to remarket all Preferred Securities tendered or deemed tendered prior to 4:00 P.M., New York City time, on the Initial Remarketing Date, the Reset Agent, subject to the terms of the Remarketing Agreement, shall determine the Reset Rate. have failed (g) If, by 4:00 P.M., New York City time, on the Initial Remarketing Date, the Remarketing Agent is unable to remarket all Preferred Securities tendered or deemed tendered for purchase or if the Initial Remarketing shall not have occurred because a condition precedent to the Remarketing shall not have been fulfilled, a failed Remarketing ("Failed Initial Remarketing") shall be deemed to have occurred and the Remarketing Agent shall so advise by telephone the Collateral Agent, the Administrative Trustees, the Depositor, the Property Trustee, the Indenture Trustee and the Clearing Agency. (h) By approximately 4:30 P.M., New York City time, on the Initial Remarketing Date, provided that there has not been ). The Company will cause a notice of a Failed Initial RemarketingRemarketing to be published on the second Business Day immediately preceding August 17, the Remarketing Agent shall advise, by telephone (i) the Collateral Agent, the Administrative Trustees, the Depositor, the Property Trustee, the Indenture Trustee and the Clearing Agency of the Reset Rate determined 2004 in a daily newspaper in the Initial Remarketing and the aggregate Liquidation Amount English language of Preferred Securities sold general circulation in the Initial RemarketingThe City of New York, (ii) each purchaser (or the Clearing Agency Participant thereof) of the Reset Rate and the aggregate Liquidation Amount of Preferred Securities such purchaser which is to purchase and (iii) each purchaser to give instructions to its Clearing Agency Participant to pay the purchase price on the Initial Reset Date in same day funds against delivery of the Preferred Securities purchased through the facilities of the Clearing Agency. (i) In accordance with the Clearing Agency's normal procedures, on the Initial Reset Date, the transactions described above with respect to each Preferred Security tendered for purchase and sold in the Initial Remarketing shall be executed through the Clearing Agency, and the accounts of the respective Clearing Agency Participants shall be debited and credited and such Preferred Securities delivered by book entry as necessary to effect purchases and sales of such Preferred Securities. The Clearing Agency shall make payment in accordance with its normal procedures. (j) If any Holder selling Preferred Securities in the Initial Remarketing fails to deliver such Preferred Securities, the Clearing Agency Participant of such selling Holder and of any other Person that was to have purchased Preferred Securities in the Initial Remarketing may deliver to any such other Person an aggregate Liquidation Amount of Preferred Securities that is less than the aggregate Liquidation Amount of Preferred Securities that otherwise was expected to be purchased by such Person. In such event, the aggregate Liquidation Amount of Preferred Securities to be so delivered shall be determined by such Clearing Agency Participant, and delivery of such lesser aggregate Liquidation Amount of Preferred Securities shall constitute good deliveryThe Wall Street Journal. (k) The Remarketing Agent is not obligated to purchase any Preferred Securities in the Initial Remarketing or otherwise. Neither the Trust, any Trustee, the Depositor nor the Remarketing Agent shall be obligated in any case to provide funds to make payment upon tender of Preferred Securities for Remarketing. (l) The tender and settlement procedures set forth in this Section 5.13, including provisions for payment by purchasers of Preferred Securities in the Initial Remarketing, shall be subject to modification, notwithstanding any provision to the contrary set forth herein, to the extent required by the Clearing Agency or if the book-entry system is no longer available for the Preferred Securities at the time of the Initial Remarketing, to facilitate the tendering and Remarketing of Preferred Securities in certificated form. In addition, the Remarketing Agent may, notwithstanding any provision to the contrary set forth herein, modify the settlement procedures set forth herein in order to facilitate the settlement process. (m) Anything herein to the contrary notwithstanding, the Reset Rate shall in no event exceed the maximum rate permitted by applicable law and, as provided in the Remarketing Agreement, neither the Remarketing Agent nor the Reset Agent shall have any obligation to determine whether there is any limitation under applicable law on the Reset Rate or, if there is any such limitation, the maximum permissible Reset Rate on the Preferred Securities and they shall rely solely upon written notice from the Depositor (which the Depositor agrees to provide no later than the eighth Business Day before the Initial Reset Date) as to whether or not there is any such limitation and, if so, the maximum permissible Reset Rate.

Initial Remarketing. Unless a Tax Event Redemption has occurred, the Company shall engage a nationally recognized investment bank (athe "Remarketing Agent") The Depositor will request, not later than seven nor more than 15 calendar days prior 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, that the Clearing Agency notify the Holders of the Preferred Securities and the Holders of Corporate Units and Treasury Units of the Initial Remarketing. (b) Not later than 5:00 P.M.Agent shall notify, by 10:00 a.m., New York City time, on the fifth Business Day immediately preceding the Initial Reset Date (but in no event earlier than the Distribution Date next preceding the Initial Reset Date), each Holder of the Separate Preferred Securities may elect to have Preferred Securities held by such Holder remarketed. Holders of Separate Preferred Securities shall give notice of their election to have such Separate Preferred Securities remarketed to the Custodial Agent and deliver such Separate Preferred Securities to the Custodial Agent pursuant to the Pledge Agreement. Any such notice and delivery shall be irrevocable after 5:00 P.M., New York City time, on the fifth Business Day immediately preceding the Initial Reset Date and may not be conditioned upon the level at which the Reset Rate is established. Under Section 5.02 of the Purchase Contract Agreement, Preferred Securities that constitute components of Corporate Units will be remarketed as provided therein and in this Section 5.13. The Preferred Securities constituting components of Corporate Units shall be deemed tendered, notwithstanding any failure by the Holder of such Corporate Units to deliver or properly deliver such Preferred Securities to the Remarketing Agent for purchase. (c) The right of each Holder to have Preferred Securities (including any Preferred Securities that constitute components of Corporate Units) tendered for purchase shall be limited to the extent that (i) the Remarketing Agent conducts a Remarketing pursuant to the terms of the Remarketing Agreement, (ii) Preferred Securities tendered have not been called for redemption, (iii) the Remarketing Agent is able to find a purchaser or purchasers for tendered Preferred Securities at a price per Preferred Security such that the aggregate price for the Preferred Securities is not less than 100% of the sum of the Treasury Portfolio Purchase Price, the Separate Preferred Securities Purchase Price and deferred and unpaid Distributions, if any, on the Preferred Securities, and (iv) such purchaser or purchasers deliver the purchase price therefor to the Remarketing Agent as and when required. (d) On the Initial Remarketing Date, pursuant to the Remarketing Agreement the Remarketing Agent shall use reasonable efforts to remarket, at a price per Preferred Security such that the aggregate price for the Preferred Securities is equal to approximately 100.25% of the sum of the Treasury Portfolio Purchase Price, the Separate Preferred Securities Purchase Price and deferred and unpaid Distributions on the Preferred Securities to be remarketed. (e) [reserved]. (f) If the Remarketing Agent has determined that it will be able to remarket all Preferred Securities tendered or deemed tendered prior to 4:00 P.M., New York City time, on the Initial Remarketing Date, the Reset Agent, subject to the terms of the Remarketing Agreement, shall determine the Reset Rate. (g) If, by 4:00 P.M., New York City time, on the Initial Remarketing Date, the Remarketing Agent is unable of the aggregate principal amount of Debentures to remarket all Preferred Securities tendered or deemed tendered be remarketed. Concurrently, the Collateral Agent, pursuant to the terms of the Pledge Agreement, will present for purchase or if the Initial Remarketing shall not have occurred because a condition precedent remarketing such Debentures to the Remarketing shall not have been fulfilled, a failed Remarketing ("Failed Initial Remarketing") shall be deemed to have occurred Agent. Upon receipt of such notice from the Agent and the Remarketing Agent shall so advise by telephone such Debentures from the Collateral Agent, the Administrative Trustees, the Depositor, the Property Trustee, the Indenture Trustee and the Clearing Agency. (h) By approximately 4:30 P.M., New York City timeRemarketing Agent will, on the Initial Remarketing Date, provided that there has use its reasonable efforts to remarket such Debentures on such date at a price of approximately 100.5% (but not been a Failed Initial Remarketing, less than 100%) of the Treasury Portfolio Purchase Price. If the Remarketing Agent shall advise, by telephone is able to remarket the Debentures at a price equal to or greater than 100% of the Treasury Portfolio Purchase Price (i) the Collateral Agenta "Successful Initial Remarketing"), the Administrative Trustees, the Depositor, the Property Trustee, the Indenture Trustee and the Clearing Agency portion of the Reset Rate determined in the proceeds from such Successful Initial Remarketing and equal to the aggregate Liquidation Amount of Preferred Securities sold in the Initial Remarketing, (ii) each purchaser (or the Clearing Agency Participant thereof) of the Reset Rate and the aggregate Liquidation Amount of Preferred Securities such purchaser is Treasury Portfolio Purchase Price will be applied to purchase and (iii) each purchaser to give instructions to its Clearing Agency Participant to pay the purchase price on the Initial Reset Date in same day funds against delivery of the Preferred Securities purchased through the facilities of the Clearing Agency. (i) In accordance with the Clearing Agency's normal procedures, on the Initial Reset Date, the transactions described above with respect to each Preferred Security tendered for purchase and sold in the Initial Remarketing shall be executed through the Clearing Agency, and the accounts of the respective Clearing Agency Participants shall be debited and credited and such Preferred Securities delivered by book entry as necessary to effect purchases and sales of such Preferred Securities. The Clearing Agency shall make payment in accordance with its normal procedures. (j) If any Holder selling Preferred Securities in the Initial Remarketing fails to deliver such Preferred Securities, the Clearing Agency Participant of such selling Holder and of any other Person that was to have purchased Preferred Securities in the Initial Remarketing may deliver to any such other Person an aggregate Liquidation Amount of Preferred Securities that is less than the aggregate Liquidation Amount of Preferred Securities that otherwise was to be purchased by such Person. In such event, the aggregate Liquidation Amount of Preferred Securities to be so delivered shall be determined by such Clearing Agency Participant, and delivery of such lesser aggregate Liquidation Amount of Preferred Securities shall constitute good delivery. (k) The Remarketing Agent is not obligated to purchase any Preferred Securities in the Initial Remarketing or otherwise. Neither the Trust, any Trustee, the Depositor nor the Remarketing Agent shall be obligated in any case to provide funds to make payment upon tender of Preferred Securities for Remarketing. (l) The tender and settlement procedures set forth in this Section 5.13, including provisions for payment by purchasers of Preferred Securities in the Initial Remarketing, shall be subject to modification, notwithstanding any provision to the contrary set forth herein, to the extent required by the Clearing Agency or if the book-entry system is no longer available for the Preferred Securities at the time of the Initial Remarketing, to facilitate the tendering and Remarketing of Preferred Securities in certificated formTreasury Portfolio. In addition, the Remarketing Agent may, notwithstanding 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 provision amount of such proceeds in excess of the Treasury Portfolio Purchase Price. Any proceeds in excess of those required to pay the Treasury Portfolio Purchase Price and the Remarketing Fee will be remitted to the contrary set forth herein, modify the settlement procedures set forth herein in order to facilitate the settlement process. (m) Anything herein Agent for payment to the contrary notwithstandingHolders 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 Treasury Portfolio will be substituted for the Debentures of Corporate Unit Holders and will be pledged to the Collateral 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 a Successful Initial Remarketing, the Reset Rate shall in no event exceed Holders of Corporate Units and the maximum rate permitted by applicable law and, as provided in the Remarketing Agreement, neither the Remarketing Agent nor the Reset Collateral Agent shall have any obligation to determine whether there is any limitation under applicable law on the Reset Rate orsuch security interests, if there is any such limitation, the maximum permissible Reset Rate on the Preferred Securities rights and they shall rely solely upon written notice from the Depositor (which the Depositor agrees to provide no later than the eighth Business Day before the Initial Reset Date) as to whether or not there is any such limitation and, if so, the maximum permissible Reset Rate.obligations with

Initial Remarketing. Unless a Tax Event Redemption has occurred, the Company shall engage a nationally recognized investment bank (athe "REMARKETING AGENT") The Depositor will request, not later than seven nor more than 15 calendar days prior pursuant to the Initial Remarketing Date, that Agreement to sell the Clearing Agency notify the Holders of the Preferred Securities and the Holders Notes of Corporate Units and Treasury Units of Unit Holders (the Initial Remarketing. "INITIAL REMARKETING") on the third Business Day immediately preceding May 17, 2004 (b) Not later than 5:00 P.M.the "INITIAL REMARKETING DATE"). In order to facilitate the remarketing, the Agent shall notify, by 10:00 a.m., New York City time, on the fifth Business Day immediately preceding the Initial Reset Date (but in no event earlier than the Distribution Date next preceding the Initial Reset Remarketing Date), each Holder of the Separate Preferred Securities may elect to have Preferred Securities held by such Holder remarketed. Holders of Separate Preferred Securities shall give notice of their election to have such Separate Preferred Securities remarketed to the Custodial Agent and deliver such Separate Preferred Securities to the Custodial Agent pursuant to the Pledge Agreement. Any such notice and delivery shall be irrevocable after 5:00 P.M., New York City time, on the fifth Business Day immediately preceding the Initial Reset Date and may not be conditioned upon the level at which the Reset Rate is established. Under Section 5.02 of the Purchase Contract Agreement, Preferred Securities that constitute components of Corporate Units will be remarketed as provided therein and in this Section 5.13. The Preferred Securities constituting components of Corporate Units shall be deemed tendered, notwithstanding any failure by the Holder of such Corporate Units to deliver or properly deliver such Preferred Securities to the Remarketing Agent for purchase. (c) The right of each Holder the aggregate principal amount of Notes to have Preferred Securities (including any Preferred Securities that constitute components of Corporate Units) tendered for purchase shall be limited to remarketed. Concurrently, the extent that (i) the Remarketing Agent conducts a Remarketing Collateral Agent, pursuant to the terms of the 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 Notes on such date at a price of approximately 100.25% (iibut not less than 100%) Preferred Securities tendered have not been called for redemption, (iii) of the Treasury Portfolio Purchase Price. If the Remarketing Agent is able to find a purchaser or purchasers for tendered Preferred Securities remarket the Notes at a price per Preferred Security such that the aggregate price for the Preferred Securities is not less equal to or greater than 100% of the sum 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 in excess of the Treasury Portfolio Purchase Price. Any proceeds in excess of those required to pay the Treasury Portfolio Purchase Price and the Remarketing Fee will be remitted to the 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 Treasury Portfolio will be substituted for the Notes of Corporate Unit Holders and will be pledged to the Collateral 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 a Successful Initial Remarketing, the Holders of Corporate Units and the Collateral Agent shall have such security interests, rights and obligations with respect to the Treasury Portfolio as the Holder of Corporate Units and the Collateral Agent had in respect of the Notes, as the case may be, subject to the Pledge thereof as provided in Sections 2, 3, 4, 5 and 6 of the Pledge Agreement, and any reference herein or in the Corporate Units Certificates to the Note shall be deemed to be a reference to such Treasury Portfolio and any reference herein or in the Corporate Units Certificates to interest on the Notes shall be deemed to be a reference to corresponding distributions on 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 Separate Preferred Securities Purchase Price and deferred and unpaid Distributions, if any, on the Preferred Securities, and (iv) such purchaser or purchasers deliver the purchase price therefor to the Remarketing Agent as and when required. (d) On the Initial Remarketing Date, pursuant to the Remarketing Agreement the Remarketing Agent shall use reasonable efforts to remarket, at a price per Preferred Security such that the aggregate price for the Preferred Securities is equal to approximately 100.25% of the sum of the Treasury Portfolio Purchase Price, the Separate Preferred Securities Purchase Price and deferred and unpaid Distributions on the Preferred Securities to be remarketed. (e) [reserved]. (f) If the Remarketing Agent has determined that it remarketing will be able to remarket all Preferred Securities tendered or deemed tendered prior to 4:00 P.M., New York City time, on the Initial Remarketing Date, the Reset Agent, subject to the terms of the Remarketing Agreement, shall determine the Reset Rate. (g) If, by 4:00 P.M., New York City time, on the Initial Remarketing Date, the Remarketing Agent is unable to remarket all Preferred Securities tendered or deemed tendered for purchase or if the Initial Remarketing shall not have occurred because a condition precedent to the Remarketing shall not have been fulfilled, a failed Remarketing ("Failed Initial Remarketing") shall be deemed to have occurred and the Remarketing Agent shall so advise by telephone the Collateral Agent, the Administrative Trustees, the Depositor, the Property Trustee, the Indenture Trustee and the Clearing Agency. failed (h) By approximately 4:30 P.M., New York City time, on the Initial Remarketing Date, provided that there has not been a "FAILED INITIAL REMARKETING"). The Company will cause a notice of a Failed Initial RemarketingRemarketing to be published on the second Business Day immediately preceding May 17, the Remarketing Agent shall advise, by telephone (i) the Collateral Agent, the Administrative Trustees, the Depositor, the Property Trustee, the Indenture Trustee and the Clearing Agency of the Reset Rate determined 2004 in a daily newspaper in the Initial Remarketing and the aggregate Liquidation Amount English language of Preferred Securities sold general circulation in the Initial RemarketingThe City of New York, (ii) each purchaser (or the Clearing Agency Participant thereof) of the Reset Rate and the aggregate Liquidation Amount of Preferred Securities such purchaser which is to purchase and (iii) each purchaser to give instructions to its Clearing Agency Participant to pay the purchase price on the Initial Reset Date in same day funds against delivery of the Preferred Securities purchased through the facilities of the Clearing Agency. (i) In accordance with the Clearing Agency's normal procedures, on the Initial Reset Date, the transactions described above with respect to each Preferred Security tendered for purchase and sold in the Initial Remarketing shall be executed through the Clearing Agency, and the accounts of the respective Clearing Agency Participants shall be debited and credited and such Preferred Securities delivered by book entry as necessary to effect purchases and sales of such Preferred Securities. The Clearing Agency shall make payment in accordance with its normal procedures. (j) If any Holder selling Preferred Securities in the Initial Remarketing fails to deliver such Preferred Securities, the Clearing Agency Participant of such selling Holder and of any other Person that was to have purchased Preferred Securities in the Initial Remarketing may deliver to any such other Person an aggregate Liquidation Amount of Preferred Securities that is less than the aggregate Liquidation Amount of Preferred Securities that otherwise was expected to be purchased by such Person. In such event, the aggregate Liquidation Amount of Preferred Securities to be so delivered shall be determined by such Clearing Agency Participant, and delivery of such lesser aggregate Liquidation Amount of Preferred Securities shall constitute good deliveryThe Wall Street Journal. (k) The Remarketing Agent is not obligated to purchase any Preferred Securities in the Initial Remarketing or otherwise. Neither the Trust, any Trustee, the Depositor nor the Remarketing Agent shall be obligated in any case to provide funds to make payment upon tender of Preferred Securities for Remarketing. (l) The tender and settlement procedures set forth in this Section 5.13, including provisions for payment by purchasers of Preferred Securities in the Initial Remarketing, shall be subject to modification, notwithstanding any provision to the contrary set forth herein, to the extent required by the Clearing Agency or if the book-entry system is no longer available for the Preferred Securities at the time of the Initial Remarketing, to facilitate the tendering and Remarketing of Preferred Securities in certificated form. In addition, the Remarketing Agent may, notwithstanding any provision to the contrary set forth herein, modify the settlement procedures set forth herein in order to facilitate the settlement process. (m) Anything herein to the contrary notwithstanding, the Reset Rate shall in no event exceed the maximum rate permitted by applicable law and, as provided in the Remarketing Agreement, neither the Remarketing Agent nor the Reset Agent shall have any obligation to determine whether there is any limitation under applicable law on the Reset Rate or, if there is any such limitation, the maximum permissible Reset Rate on the Preferred Securities and they shall rely solely upon written notice from the Depositor (which the Depositor agrees to provide no later than the eighth Business Day before the Initial Reset Date) as to whether or not there is any such limitation and, if so, the maximum permissible Reset Rate.

Initial Remarketing. (a) The Depositor will requestCollateral Agent shall, not later than seven nor more than 15 calendar days prior to the Initial Remarketing Date, that the Clearing Agency notify the Holders of the Preferred Securities and the Holders of Corporate Units and Treasury Units of the Initial Remarketing. (b) Not later than 5:00 P.M.by 10:00 a.m., New York City time, on the fifth fourth Business Day immediately preceding the Initial Reset Date (but in no event earlier than the Distribution Date next preceding the Initial Reset Date)May 17, each 2004, without any instruction from any Holder of Income PRIDES, present the Separate Preferred Securities may elect to have Preferred Securities held by such Holder remarketed. Holders of Separate Preferred Securities shall give notice of their election to have such Separate Preferred Securities remarketed to the Custodial Agent and deliver such Separate Preferred Securities to the Custodial Agent pursuant to the Pledge Agreement. Any such notice and delivery shall be irrevocable after 5:00 P.M., New York City time, on the fifth Business Day immediately preceding the Initial Reset Date and may not be conditioned upon the level at which the Reset Rate is established. Under Section 5.02 of the Purchase Contract Agreement, Preferred Securities that constitute components of Corporate Units will be remarketed as provided therein and in this Section 5.13. The Preferred Securities constituting components of Corporate Units shall be deemed tendered, notwithstanding any failure by the Holder of such Corporate Units to deliver or properly deliver such Preferred Securities related Pledged Notes to the Remarketing Agent for purchase. (c) The right of each Holder to have Preferred Securities (including any Preferred Securities that constitute components of Corporate Units) tendered for purchase shall be limited to the extent that (i) remarketing. Upon receiving such Pledged Notes, the Remarketing Agent conducts a Remarketing Agent, pursuant to the terms of the Remarketing Agreement, (ii) Preferred Securities tendered have not been called for redemption, (iii) the Remarketing Agent is able will use its reasonable efforts to find a purchaser or purchasers for tendered Preferred Securities remarket such Pledged Notes on such date at a price per Preferred Security such that the aggregate price for the Preferred Securities is of approximately 100.5% (but not less than 100% %) of the sum Treasury Portfolio Purchase Price. 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 Treasury Portfolio Purchase Price, the Separate Preferred Securities Purchase Price and deferred and unpaid Distributions, if any, on Remarketing Agent will remit the Preferred Securities, and (iv) entire amount of the Proceeds of such purchaser or purchasers deliver the purchase price therefor remarketing to the Remarketing Collateral Agent as and when required. (d) On the Initial Remarketing Date, pursuant to the Remarketing Agreement the Remarketing Agent shall use reasonable efforts to remarket, at a price per Preferred Security such that the aggregate price for the Preferred Securities is equal to approximately 100.25% of the sum of the Treasury Portfolio Purchase Price, the Separate Preferred Securities Purchase Price and deferred and unpaid Distributions on the Preferred Securities to be remarketed. (e) [reserved]. (f) If the Remarketing Agent has determined that it will be able to remarket all Preferred Securities tendered or deemed tendered prior to 4:00 P.M.12:00 p.m., New York City time, on by check or wire transfer in immediately available funds at such place and at such account as may be designated by the Initial Remarketing DateCollateral Agent in exchange for the Pledged Notes. In the event the Collateral Agent receives such Proceeds, the Reset AgentCollateral Agent will, subject at the written direction of the Company, apply an amount equal to the terms Treasury Portfolio Purchase Price to purchase from the Quotation Agent the Treasury Portfolio and promptly remit the remaining portion of such Proceeds to the Purchase Contract Agent for payment to the Holders of Income PRIDES. The Collateral Agent shall Transfer the Treasury Portfolio to the Collateral Account to secure the obligation of all Holders of Income PRIDES to purchase Common Stock of the Remarketing AgreementCompany under the Purchase Contracts constituting a part of such Income PRIDES, in substitution for the Pledged Notes. Thereafter the Collateral Agent shall determine the Reset Rate. (g) Ifhave such security interests, by 4:00 P.M., New York City time, on the Initial Remarketing Date, the Remarketing Agent is unable to remarket all Preferred Securities tendered or deemed tendered for purchase or if the Initial Remarketing shall not have occurred because a condition precedent rights and obligations with respect to the Remarketing shall not have been fulfilledTreasury Portfolio as it had in respect of the Pledged Notes as provided in Articles II, a failed Remarketing ("Failed Initial Remarketing") III, IV, V and VI, and any reference herein to the Notes shall be deemed to have occurred be reference to such Treasury Portfolio, and the Remarketing Agent shall so advise by telephone the Collateral Agent, the Administrative Trustees, the Depositor, the Property Trustee, the Indenture Trustee and the Clearing Agency. (h) By approximately 4:30 P.M., New York City time, any reference herein to interest on the Initial Remarketing Date, provided that there has not been a Failed Initial Remarketing, the Remarketing Agent shall advise, by telephone (i) the Collateral Agent, the Administrative Trustees, the Depositor, the Property Trustee, the Indenture Trustee and the Clearing Agency of the Reset Rate determined in the Initial Remarketing and the aggregate Liquidation Amount of Preferred Securities sold in the Initial Remarketing, (ii) each purchaser (or the Clearing Agency Participant thereof) of the Reset Rate and the aggregate Liquidation Amount of Preferred Securities such purchaser is to purchase and (iii) each purchaser to give instructions to its Clearing Agency Participant to pay the purchase price on the Initial Reset Date in same day funds against delivery of the Preferred Securities purchased through the facilities of the Clearing Agency. (i) In accordance with the Clearing Agency's normal procedures, on the Initial Reset Date, the transactions described above with respect to each Preferred Security tendered for purchase and sold in the Initial Remarketing Notes shall be executed through the Clearing Agency, and the accounts of the respective Clearing Agency Participants shall be debited and credited and such Preferred Securities delivered by book entry as necessary to effect purchases and sales of such Preferred Securities. The Clearing Agency shall make payment in accordance with its normal procedures. (j) If any Holder selling Preferred Securities in the Initial Remarketing fails to deliver such Preferred Securities, the Clearing Agency Participant of such selling Holder and of any other Person that was to have purchased Preferred Securities in the Initial Remarketing may deliver to any such other Person an aggregate Liquidation Amount of Preferred Securities that is less than the aggregate Liquidation Amount of Preferred Securities that otherwise was deemed to be purchased by a reference to distributions on such Person. In such event, the aggregate Liquidation Amount of Preferred Securities to be so delivered shall be determined by such Clearing Agency Participant, and delivery of such lesser aggregate Liquidation Amount of Preferred Securities shall constitute good deliveryTreasury Portfolio. (k) The Remarketing Agent is not obligated to purchase any Preferred Securities in the Initial Remarketing or otherwise. Neither the Trust, any Trustee, the Depositor nor the Remarketing Agent shall be obligated in any case to provide funds to make payment upon tender of Preferred Securities for Remarketing. (l) The tender and settlement procedures set forth in this Section 5.13, including provisions for payment by purchasers of Preferred Securities in the Initial Remarketing, shall be subject to modification, notwithstanding any provision to the contrary set forth herein, to the extent required by the Clearing Agency or if the book-entry system is no longer available for the Preferred Securities at the time of the Initial Remarketing, to facilitate the tendering and Remarketing of Preferred Securities in certificated form. In addition, the Remarketing Agent may, notwithstanding any provision to the contrary set forth herein, modify the settlement procedures set forth herein in order to facilitate the settlement process. (m) Anything herein to the contrary notwithstanding, the Reset Rate shall in no event exceed the maximum rate permitted by applicable law and, as provided in the Remarketing Agreement, neither the Remarketing Agent nor the Reset Agent shall have any obligation to determine whether there is any limitation under applicable law on the Reset Rate or, if there is any such limitation, the maximum permissible Reset Rate on the Preferred Securities and they shall rely solely upon written notice from the Depositor (which the Depositor agrees to provide no later than the eighth Business Day before the Initial Reset Date) as to whether or not there is any such limitation and, if so, the maximum permissible Reset Rate.