Common use of Insert in Global Certificates only Clause in Contracts

Insert in Global Certificates only. Each Purchase Contract evidenced hereby obligates the Holder of this Treasury PIES Certificate to purchase, and the Company, to sell, on the Purchase Contract Settlement Date, at a price equal to $50 in cash (the "Stated Amount"), a number of shares of Common Stock equal to the Settlement Rate then in effect, unless on or prior to the Purchase Contract Settlement Date there shall have occurred a Termination Event or an Early Settlement or Merger Early Settlement with respect to the Treasury PIES of which such Purchase Contract is a part, all as provided in the Purchase Contract Agreement and more fully described on the reverse hereof. The purchase price (the "Purchase Price") for the shares of Common Stock purchased pursuant to each Purchase Contract evidenced hereby, if not paid earlier, shall be paid on the Purchase Contract Settlement Date by application of the proceeds from the Treasury Securities at maturity pledged pursuant to the Pledge Agreement to secure the obligations under such Purchase Contract of the Holder of the Treasury PIES of which such Purchase Contract is a part. The Company shall pay on August 15, 2005 and November 15, 2005 (each, a "Payment Date") in respect of each Purchase Contract forming part of Treasury PIES evidenced hereby, an amount (the "Purchase Contract Adjustment Payments") equal to (a) if a Reset Transaction has not occurred, 1.07% per annum of the Stated Amount or (b) following the occurrence of a Reset Transaction, if at all, the Adjusted Purchase Contract Adjustment Payment Rate related to such Reset Transaction until any such succeeding Reset Transaction shall occur, in either case, computed on the basis of (i) for any full quarterly period, a 360-day year of twelve 30-day months, (ii) for any period shorter than a full quarterly period, a 30-day month and (iii) for periods less than a month, the actual number of days elapsed per 30-day period). Such Purchase Contract Adjustment Payments shall be payable to the Person in whose name this Treasury PIES Certificate (or a Predecessor Treasury PIES Certificate) is registered at the close of business on the Record Date for such Payment Date. Purchase Contract Adjustment Payments will be payable at the office of the Purchase Contract Agent in The City of New York or, at the option of the Company, by wire transfer or by check mailed to the address of the Person entitled thereto as such address appears on the Treasury or PIES Register. Reference is hereby made to the further provisions set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. Unless the certificate of authentication hereon has been executed by the Purchase Contract Agent by manual signature, this Treasury PIES Certificate shall not be entitled to any benefit under the Purchase Contract Agreement or the Pledge Agreement or be valid or obligatory for any purpose.

Insert in Global Certificates only. Each Purchase Contract evidenced hereby obligates the Holder of this Treasury PIES Unit Certificate to purchase, and the Company, to sell, on the Purchase Contract Settlement Date, at a price equal to $50 __ in cash (the "Stated Amount"), a number of shares of Common Stock equal to the Settlement Rate then in effectRate, unless on or prior to the Purchase Contract Settlement Date there shall have occurred a Termination Event or an Early Settlement or Merger Early Settlement with respect to the Treasury PIES Unit of which such Purchase Contract is a part, all as provided in the Purchase Contract Agreement and more fully described on the reverse hereof. The purchase price (the "Purchase Price") for the shares of Common Stock purchased pursuant to each Purchase Contract evidenced hereby, if not paid earlier, shall be paid on the Purchase Contract Settlement Date by application of the proceeds Proceeds from the Treasury Securities at maturity pledged pursuant to the Pledge Agreement to secure the obligations under such Purchase Contract of the Holder of the Treasury PIES Unit of which such Purchase Contract is a part. The Company shall pay on August 15_____, 2005 _____, _____ and November 15, 2005 _____ of each year (each, a "Payment Date") ), commencing _____, 20__, in respect of each Purchase Contract forming part of Treasury PIES evidenced hereby, an amount (the "Purchase Contract Adjustment Payments") equal to (a) if a Reset Transaction has not occurred, 1.07__% per annum of the Stated Amount or (b) following the occurrence of a Reset Transaction, if at all, the Adjusted Purchase Contract Adjustment Payment Rate related to such Reset Transaction until any such succeeding Reset Transaction shall occur, in either case, computed on the basis of (i) for any full quarterly period, a 360-day year of twelve 30-day months, (ii) for any period shorter than a full quarterly period, a 30-day month and (iii) for periods less than a month, the actual number of days elapsed per 30-day period). Such Purchase Contract Adjustment Payments shall be payable to the Person in whose name this Treasury PIES Unit Certificate (or a Predecessor Treasury PIES Unit Certificate) is registered at the close of business on the Record Date for such Payment Date. Purchase Contract Adjustment Payments will be payable at the office of the Purchase Contract Agent in The City of New York or, at the option of the Company, by wire transfer or by check mailed to the address of the Person entitled thereto as such address appears on the Treasury or PIES Units Register. Reference is hereby made to the further provisions set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. Unless the certificate of authentication hereon has been executed by the Purchase Contract Agent by manual signature, this Treasury PIES Unit Certificate shall not be entitled to any benefit under the Purchase Contract Agreement or the Pledge Agreement or be valid or obligatory for any purpose.

Insert in Global Certificates only. Each Purchase Contract evidenced hereby obligates the Holder of this Treasury PIES Corporate Unit Certificate to purchase, and the Company, Company to sell, on the Purchase Contract Settlement Date, at a price equal to $50 __ in cash (the "Stated Amount"), a number of shares of Common Stock Stock, equal to the Settlement Rate then in effectRate, unless on or prior to the Purchase Contract Settlement Date there shall have occurred a Termination Event or an Early Settlement or Merger Early Settlement with respect to the Treasury PIES Corporate Unit of which such Purchase Contract is a part, all as provided in the Purchase Contract Agreement and more fully described on the reverse hereof. The purchase price (the "Purchase Price") for the shares of Common Stock purchased pursuant to each Purchase Contract evidenced hereby, if not paid earlier, shall be paid on the Purchase Contract Settlement Date by cash or by application of payment received in respect of the proceeds from the Treasury Securities at maturity pledged principal amount with respect to each Pledged Senior Note pursuant to the Pledge Agreement Remarketing pledged to secure the obligations under such Purchase Contract of the Holder of the Treasury PIES Corporate Unit of which such Purchase Contract is a part. The Company shall pay on August 15_____, 2005 _____, _____ and November 15, 2005 _____ of each year (each, a "Payment Date") ), commencing _____, 20__, in respect of each Purchase Contract forming part of Treasury PIES a Corporate Unit evidenced hereby, an amount (the "Purchase Contract Adjustment Payments") equal to (a) if a Reset Transaction has not occurred, 1.07__% per annum of the Stated Amount or (b) following the occurrence of a Reset Transaction, if at all, the Adjusted Purchase Contract Adjustment Payment Rate related to such Reset Transaction until any such succeeding Reset Transaction shall occur, in either case, computed on the basis of (i) for any full quarterly period, a 360-day year of twelve 30-day months, (ii) for any period shorter than a full quarterly period, a 30-day month and (iii) for periods less than a month, the actual number of days elapsed per 30-day period). Such Purchase Contract Adjustment Payments shall be payable to the Person in whose name this Treasury PIES Corporate Unit Certificate (or a Predecessor Treasury PIES Corporate Unit Certificate) is registered at the close of business on the Record Date for such Payment Date. Purchase Interest on the Senior Notes, the beneficial ownership of which is evidenced hereby, is payable quarterly in arrears on each Payment Date. Such interest payments shall be payable to the Person in whose name this Corporate Unit Certificate (or a Predecessor Corporate Unit Certificate) is registered at the close of business on the Record Date for such Payment Date. Contract Adjustment Payments and interest payments on the Senior Notes will be payable at the office of the Purchase Contract Agent in The City of New York or, at the option of the Company, by wire transfer or by check mailed to the address of the Person entitled thereto as such address appears on the Treasury or PIES Corporate Units Register. Reference is hereby made to the further provisions set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. Unless the certificate of authentication hereon has been executed by the Purchase Contract Agent by manual signature, this Treasury PIES Corporate Unit Certificate shall not be entitled to any benefit under the Purchase Contract Agreement or the Pledge Agreement or be valid or obligatory for any purpose.

Insert in Global Certificates only. Each Purchase Contract evidenced hereby obligates the Holder of this Treasury PIES Unit Certificate to purchase, and the Company, to sell, on the Purchase Contract Settlement Date, at a price equal to $50 in cash (the "Stated Amount"), a number of shares of Common Stock equal to the Settlement Rate then in effect, unless on or prior to the Purchase Contract Settlement Date there shall have occurred a Termination Event or an Early Settlement or Merger Early Settlement with respect to the Treasury PIES Units of which such Purchase Contract is a part, all as provided in the Purchase Contract Agreement and more fully described on the reverse hereof. The purchase price (the "Purchase Price") for the shares of Common Stock purchased pursuant to each Purchase Contract evidenced hereby, if not paid earlier, shall be paid on the Purchase Contract Settlement Date by application of the proceeds from the Treasury Securities at maturity pledged pursuant to the Pledge Agreement to secure the obligations under such Purchase Contract of the Holder of the Treasury PIES Units of which such Purchase Contract is a part. The Company shall pay on August 15__________, 2005 __________, __________ and November 15, 2005 __________ of each year (each, a "Payment Date") ), commencing __________, 200_, in respect of each Purchase Contract forming part of Treasury PIES Units evidenced hereby, an amount (the "Purchase Contract Adjustment Payments") equal to (a) if a Reset Transaction has not occurred, 1.07____% per annum of the Stated Amount or (b) following the occurrence of a Reset Transaction, if at all, the Adjusted Purchase Contract Adjustment Payment Rate related to such Reset Transaction until any such succeeding Reset Transaction shall occur, in either case, computed on the basis of (i) for any full quarterly period, a 360-day year of twelve 30-day months, (ii) for any period shorter than a full quarterly period, a 30-day month and (iii) for periods less than a month, the actual number of days elapsed per 30-day period). Such Purchase Contract Adjustment Payments shall be payable to the Person in whose name this Treasury PIES Unit Certificate (or a Predecessor Treasury PIES Unit Certificate) is registered at the close of business on the Record Date for such Payment Date. Purchase Contract Adjustment Payments will be payable at the office of the Purchase Contract Agent in The City of New York or, at the option of the Company, by wire transfer or by check mailed to the address of the Person entitled thereto as such address appears on the Treasury or PIES Units Register. Reference is hereby made to the further provisions set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. Unless the certificate of authentication hereon has been executed by the Purchase Contract Agent by manual signature, this Treasury PIES Unit Certificate shall not be entitled to any benefit under the Purchase Contract Agreement or the Pledge Agreement or be valid or obligatory for any purpose.

Insert in Global Certificates only. Each Purchase Contract evidenced hereby obligates the Holder of this Treasury PIES Certificate to purchase, and the Company, to sell, on the Purchase Contract Settlement Date, at a price equal to $50 in cash (the "Stated Amount"), a number of shares of Common Stock equal to the Settlement Rate then in effect, unless on or prior to the Purchase Contract Settlement Date there shall have occurred a Termination Event or an Early Settlement or Merger Early Settlement with respect to the Treasury PIES of which such Purchase Contract is a part, all as provided in the Purchase Contract Agreement and more fully described on the reverse hereof. The purchase price (the "Purchase Price") for the shares of Common Stock purchased pursuant to each Purchase Contract evidenced hereby, if not paid earlier, shall be paid on the Purchase Contract Settlement Date by application of the proceeds from the Treasury Securities at maturity pledged pursuant to the Pledge Agreement to secure the obligations under such Purchase Contract of the Holder of the Treasury PIES of which such Purchase Contract is a part. The Company shall pay on August 15________, 2005 ________, ________ and November 15, 2005 ________ of each year (each, a "Payment Date") ), commencing __________, 2002, in respect of each Purchase Contract forming part of Treasury PIES evidenced hereby, an amount (the "Purchase Contract Adjustment Payments") equal to (a) if a Reset Transaction has not occurred, 1.07___% per annum of the Stated Amount or (b) following the occurrence of a Reset Transaction, if at all, the Adjusted Purchase Contract Adjustment Payment Rate related to such Reset Transaction until any such succeeding Reset Transaction shall occur, in either case, computed on the basis of (i) for any full quarterly period, a 360-day year of twelve 30-day months, (ii) for any period shorter than a full quarterly period, a 30-day month and (iii) for periods less than a month, the actual number of days elapsed per 30-day period). Such Purchase Contract Adjustment Payments shall be payable to the Person in whose name this Treasury PIES Certificate (or a Predecessor Treasury PIES Certificate) is registered at the close of business on the Record Date for such Payment Date. Purchase Contract Adjustment Payments will be payable at the office of the Purchase Contract Agent in The City of New York or, at the option of the Company, by wire transfer or by check mailed to the address of the Person entitled thereto as such address appears on the Treasury or PIES Register. Reference is hereby made to the further provisions set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. Unless the certificate of authentication hereon has been executed by the Purchase Contract Agent by manual signature, this Treasury PIES Certificate shall not be entitled to any benefit under the Purchase Contract Agreement or the Pledge Agreement or be valid or obligatory for any purpose.