Common use of Interest and Interest Rate Reset Clause in Contracts

Interest and Interest Rate Reset. (a) Each Debenture will bear interest from its Issue Date or from the most recent Interest Payment Date to which interest has been paid or duly provided for, as the case may be, initially at the rate of 5.95% per annum (the "Interest Rate") through and including August 15, 2004, and thereafter at the Reset Rate determined in accordance with Section 2.5(b) and notified to the Trustee by the Company, in each case payable (subject to the provisions of Section 2.5(c)) quarterly in arrears on February 15, May 15, August 15 and November 15 of each year (each, an "Interest Payment Date"), commencing February 15, 2002, until the principal thereof is paid or made available for payment; provided that any principal and installment of interest which is overdue shall bear interest (to the extent that payment of such interest is enforceable under applicable law) at the Interest Rate through and including August 15, 2004 and at the Reset Rate thereafter, from the dates such amounts are due until they are paid or made available for payment, and such interest shall be payable on demand. (b) The interest rate on the Debentures will be reset on the Remarketing Date or any Subsequent Remarketing Date, as the case may be, to the Reset Rate determined by the Reset Agent (which Reset Rate will become effective from and after August 16, 2004); provided, however, that if there has been a Failed Remarketing, the Reset Rate will be equal to the Interest Rate until (i) the Debentures are successfully remarketed pursuant to the Purchase Contract Agreement and the Remarketing Agreement or (ii) if the Last Failed Remarketing shall have occurred, the principal of the Debentures is paid or made available for payment. (c) So long as no Event of Default has occurred and is continuing, the Company shall have the right at any time, and from time to time, during the term of the Debentures, to defer payments of interest by extending the interest payment period of such Debentures for a period not extending, in the aggregate, beyond the Stated Maturity Date (the "Deferral Period"), during which Deferral Period no interest shall be due and payable. To the extent permitted by applicable law, interest, the payment of which has been deferred because of the extension of the interest payment period pursuant to this Section 2.5(c), will bear interest thereon at the Interest Rate through and including August 15, 2004, and, subject to paragraph (b) above, at the Reset Rate thereafter, compounded quarterly for each quarter of the Deferral Period ("Compounded Interest"). At the end of the Deferral Period, the Company shall pay all interest accrued and unpaid on the Debentures and Compounded Interest (together, "Deferred Interest"), which shall be payable to the Holders of the Debentures in whose names the Debentures are registered in the Register on the first record date after the end of the Deferral Period. Prior to the termination of any Deferral Period, the Company may further extend such period, provided that such period together with all such previous and further extensions thereof shall not extend beyond the Stated Maturity Date. Upon the termination of any Deferral Period and the payment of all Deferred Interest then due, the Company may commence a new Deferral Period, subject to the foregoing requirements. No interest shall be due and payable during a Deferral Period, except at the end thereof, but the Company, at its option, may prepay on any Interest Payment Date all or any portion of the interest accrued during the then elapsed portion of a Deferral Period. The Company shall give the Trustee written notice of the Company's election to begin a Deferral Period for the Debentures and any shortening or extension thereof at least five Business Days prior to the earlier of (i) the date the interest on such Debentures is payable or (ii) the date the Company is required to give notice to the New York Stock Exchange or other applicable self-regulatory organization or to holders of the Debentures of the record date or the date such interest is payable, but in any event not less than five Business Days prior to such record date. The Company shall give or cause the Trustee to give notice at the expense of the Company (a form of which shall be provided by the Company to the Trustee) of the Company's election to begin a Deferral Period to the Holders by first class mail, postage prepaid. (d) The amount of interest payable for any period will be computed on the basis of a 360-day year consisting of twelve 30-day months. Except as provided in the following sentence, the amount of interest payable for any period shorter than a full quarterly period for which interest is computed will be computed on the basis of the actual number of days elapsed in such a 90-day period. In the event that any date on which interest is payable on the Debentures is not a Business Day, then payment of interest payable on such date will be made on the next succeeding day which is a Business Day (and without any interest or other payment in respect of any such delay), except that, if such Business Day is in the next succeeding calendar year, such payment shall be made on the immediately preceding Business Day, in each case with the same force and effect as if made on such date. (e) The Debentures do not have the benefit of any sinking fund obligation.

Interest and Interest Rate Reset. (a) Each Debenture Note will bear interest from its Issue Date or from the most recent Interest Payment Date to which interest has been paid or duly provided for, as the case may be, initially at the rate of 5.95*% per annum (the "Interest Rate") through up to but excluding the Reset Date; provided, however, that in the event that a Last Failed Remarketing occurs, each Note shall continue to bear interest at the Interest Rate until the principal of the Notes is paid or made available for payment. In the event the Notes are successfully remarketed pursuant to the Purchase Contract and including August 15Remarketing Agreement, 2004, and thereafter each Note shall bear interest at the Reset Rate determined in accordance with Section 2.5(b) from and notified including the Reset Date to the Trustee by the Company, in each case payable (subject to the provisions of Section 2.5(c)) quarterly in arrears date on February 15, May 15, August 15 and November 15 of each year (each, an "Interest Payment Date"), commencing February 15, 2002, until which the principal thereof of the Notes is paid or made available for payment; provided PROVIDED that any principal and installment of interest which is overdue shall bear interest (to the extent that payment of such interest is enforceable under applicable law) at the Interest Rate through up to but excluding the Reset Date, if any, and including August 15, 2004 and thereafter at the Reset Rate thereafterRate, from the dates such amounts are due until they are paid or made available for payment, and such interest shall be payable on demand. (b) The interest rate . Interest on the Debentures will Notes initially shall be reset payable quarterly in arrears on [*, *, * and *] of each year (each, an "Interest Payment Date"), commencing [*], 2002, through and including *, 2005 and then semi-annually in arrears on the Remarketing Date or any Subsequent Remarketing DateInterest Payment Dates of * and * of each year, as the case may becommencing *, to the Reset Rate determined by the Reset Agent (which Reset Rate will become effective from and after August 162006, 2004); provided, however, that if there has been a Failed Remarketing, the Reset Rate will be equal to the Interest Rate until (i) the Debentures are successfully remarketed pursuant to the Purchase Contract Agreement and the Remarketing Agreement or (ii) if the Last Failed Remarketing shall have occurred, the principal of the Debentures thereof is paid or made available for payment. (c) So long as no Event of Default has occurred and is continuing, the Company shall have the right at any time, and from time to time, during the term of the Debentures, to defer payments of interest by extending the interest payment period of such Debentures for a period not extending, in the aggregate, beyond the Stated Maturity Date (the "Deferral Period"), during which Deferral Period no interest shall be due and payable. To the extent permitted by applicable law, interest, the payment of which has been deferred because of the extension of the interest payment period pursuant to this Section 2.5(c), will bear interest thereon at the Interest Rate through and including August 15, 2004, and, subject to paragraph (b) above, at the Reset Rate thereafter, compounded quarterly for each quarter of the Deferral Period ("Compounded Interest"). At the end of the Deferral Period, the Company shall pay all interest accrued and unpaid on the Debentures and Compounded Interest (together, "Deferred Interest"), which shall be payable to the Holders of the Debentures in whose names the Debentures are registered in the Register on the first record date after the end of the Deferral Period. Prior to the termination of any Deferral Period, the Company may further extend such period, provided that such period together with all such previous and further extensions thereof shall not extend beyond the Stated Maturity Date. Upon the termination of any Deferral Period and the payment of all Deferred Interest then due, the Company may commence a new Deferral Period, subject to the foregoing requirements. No interest shall be due and payable during a Deferral Period, except at the end thereof, but the Company, at its option, may prepay on any Interest Payment Date all or any portion of the interest accrued during the then elapsed portion of a Deferral Period. The Company shall give the Trustee written notice of the Company's election to begin a Deferral Period for the Debentures and any shortening or extension thereof at least five Business Days prior to the earlier of (i) the date the interest on such Debentures is payable or (ii) the date the Company is required to give notice to the New York Stock Exchange or other applicable self-regulatory organization or to holders of the Debentures of the record date or the date such interest is payable, but in any event not less than five Business Days prior to such record date. The Company shall give or cause the Trustee to give notice at the expense of the Company (a form of which shall be provided by the Company to the Trustee) of the Company's election to begin a Deferral Period to the Holders by first class mail, postage prepaid. (d) The amount of interest payable for any period on any Interest Payment Date will be computed on the basis of a 360-day year consisting of twelve 30-day months. Except as provided in the following sentence, the amount of interest payable for any period shorter than a full quarterly or semi-annual, as applicable, period for which interest is computed will be computed on the basis of the actual number of days elapsed in such a 90-day or 180-day period, as applicable. In the event that any date on which interest is payable on the Debentures Notes is not a Business Day, then payment of interest payable on such date will be made on the next succeeding day which is a Business Day (and without any interest or other payment in respect of any such delay), except that, if such Business Day is in the next succeeding calendar year, such payment shall be made on the immediately preceding Business Day, in each case with the same force and effect as if made on such date. (e) . The Debentures Notes do not have the benefit of any sinking fund obligation.

Interest and Interest Rate Reset. (a) Each Debenture Note will bear interest from its Issue Date or from the most recent Interest Payment Date to which interest has been paid or duly provided for, as the case may be, initially at the rate of 5.95[ ]% per annum (the "Interest Rate") through up to but excluding the Reset Date; provided that in the event that a Last Failed Remarketing occurs, each Note shall continue to bear interest at the Interest Rate until the principal of the Notes is paid or made available for payment. In the event the Notes are successfully remarketed pursuant to the Purchase Contract Agreement and including August 15the Remarketing Agreement, 2004, and thereafter each Note shall bear interest at the Reset Rate determined in accordance with Section 2.5(b) from and notified including the Reset Date to the Trustee by the Company, in each case payable (subject to the provisions of Section 2.5(c)) quarterly in arrears date on February 15, May 15, August 15 and November 15 of each year (each, an "Interest Payment Date"), commencing February 15, 2002, until which the principal thereof of the Notes is paid or made available for payment; provided that any principal and installment of interest which is overdue shall bear interest (to the extent that payment of such interest is enforceable under applicable law) at the Interest Rate through up to but excluding the Reset Date, if any, and including August 15, 2004 and thereafter at the Reset Rate thereafterRate, from the dates such amounts are due until they are paid or made available for payment, and such interest shall be payable on demand. (b) The interest rate . Interest on the Debentures will Notes initially shall be reset payable quarterly in arrears on [ ], [ ], [ ] and [ ] of each year (each, an "Interest Payment Date"), commencing [ ], 2003, through and including [ ], 2006 and then semi-annually in arrears on the Remarketing Date or any Subsequent Remarketing DateInterest Payment Dates of [ ] and [ ] of each year, as the case may becommencing [ ], to the Reset Rate determined by the Reset Agent (which Reset Rate will become effective from and after August 162006, 2004); provided, however, that if there has been a Failed Remarketing, the Reset Rate will be equal to the Interest Rate until (i) the Debentures are successfully remarketed pursuant to the Purchase Contract Agreement and the Remarketing Agreement or (ii) if the Last Failed Remarketing shall have occurred, the principal of the Debentures thereof is paid or made available for payment. (c) So long as no Event of Default has occurred and is continuing, the Company shall have the right at any time, and from time to time, during the term of the Debentures, to defer payments of interest by extending the interest payment period of such Debentures for a period not extending, in the aggregate, beyond the Stated Maturity Date (the "Deferral Period"), during which Deferral Period no interest shall be due and payable. To the extent permitted by applicable law, interest, the payment of which has been deferred because of the extension of the interest payment period pursuant to this Section 2.5(c), will bear interest thereon at the Interest Rate through and including August 15, 2004, and, subject to paragraph (b) above, at the Reset Rate thereafter, compounded quarterly for each quarter of the Deferral Period ("Compounded Interest"). At the end of the Deferral Period, the Company shall pay all interest accrued and unpaid on the Debentures and Compounded Interest (together, "Deferred Interest"), which shall be payable to the Holders of the Debentures in whose names the Debentures are registered in the Register on the first record date after the end of the Deferral Period. Prior to the termination of any Deferral Period, the Company may further extend such period, provided that such period together with all such previous and further extensions thereof shall not extend beyond the Stated Maturity Date. Upon the termination of any Deferral Period and the payment of all Deferred Interest then due, the Company may commence a new Deferral Period, subject to the foregoing requirements. No interest shall be due and payable during a Deferral Period, except at the end thereof, but the Company, at its option, may prepay on any Interest Payment Date all or any portion of the interest accrued during the then elapsed portion of a Deferral Period. The Company shall give the Trustee written notice of the Company's election to begin a Deferral Period for the Debentures and any shortening or extension thereof at least five Business Days prior to the earlier of (i) the date the interest on such Debentures is payable or (ii) the date the Company is required to give notice to the New York Stock Exchange or other applicable self-regulatory organization or to holders of the Debentures of the record date or the date such interest is payable, but in any event not less than five Business Days prior to such record date. The Company shall give or cause the Trustee to give notice at the expense of the Company (a form of which shall be provided by the Company to the Trustee) of the Company's election to begin a Deferral Period to the Holders by first class mail, postage prepaid. (d) The amount of interest payable for any period on any Interest Payment Date will be computed on the basis of a 360-day year consisting of twelve 30-day months. Except as provided in the following sentence, the amount of interest payable for any period shorter than a full quarterly or semi-annual, as applicable, period for which interest is computed will be computed on the basis of the actual number of days elapsed in such a 90-day or 180-day period, as applicable. In the event that any date on which interest is payable on the Debentures Notes is not a Business Day, then payment of interest payable on such date will be made on the next succeeding day which is a Business Day (and without any interest or other payment in respect of any such delay), except that, if such Business Day is in the next succeeding calendar year, such payment shall be made on the immediately preceding Business Day, in each case with the same force and effect as if made on such date. (e) The Debentures do not have the benefit of any sinking fund obligation.

Interest and Interest Rate Reset. (a) Each Debenture Note will bear interest from its the Issue Date or from the most recent Interest Payment Date to which interest has been paid or duly provided for, as the case may be, initially at the rate of 5.955.25% per annum (the "Interest RateINITIAL INTEREST RATE") through up to but excluding the Reset Date, payable in immediately available funds, in such coin or currency of the United States of America as at the time of payment shall be legal tender for the payment of public and including August 15private debts; provided that in the event that a Last Failed Remarketing occurs, 2004each Note shall continue to bear interest at the Initial Interest Rate until the principal of the Notes is paid or made available for payment. In the event the Notes are successfully remarketed pursuant to the Purchase Contract Agreement and the Remarketing Agreement, and thereafter each Note shall bear interest at the Reset Rate determined in accordance with Section 2.5(b) from and notified including the Reset Date to the Trustee by the Company, in each case payable (subject to the provisions of Section 2.5(c)) quarterly in arrears date on February 15, May 15, August 15 and November 15 of each year (each, an "Interest Payment Date"), commencing February 15, 2002, until which the principal thereof of the Notes is paid or made available for payment; provided that any principal and installment of interest which is overdue shall bear interest (to the extent that payment of such interest is enforceable under applicable law) at the Initial Interest Rate through up to but excluding the Reset Date, if any, and including August 15, 2004 and thereafter at the Reset Rate thereafterRate, from the dates such amounts are due until they are paid or made available for payment, and such interest shall be payable on demand. (b) The interest rate . Interest on the Debentures will Notes initially shall be reset payable quarterly in arrears on February 15, May 15, August 15 and November 15 of each year (each, an "INTEREST PAYMENT DATE"), commencing February 15, 2006, through and including February 15, 2009 and then semi-annually in arrears on the Remarketing Date or any Subsequent Remarketing DateInterest Payment Dates of February 15 and August 15 of each year, as the case may becommencing August 15, to the Reset Rate determined by the Reset Agent (which Reset Rate will become effective from and after August 162009, 2004); provided, however, that if there has been a Failed Remarketing, the Reset Rate will be equal to the Interest Rate until (i) the Debentures are successfully remarketed pursuant to the Purchase Contract Agreement and the Remarketing Agreement or (ii) if the Last Failed Remarketing shall have occurred, the principal of the Debentures thereof is paid or made available for payment. The Regular Record Date shall be the 15th calendar day (whether or not a Business Day) prior to the relevant Interest Payment Date. (c) So long as no Event of Default has occurred and is continuing, the Company shall have the right at any time, and from time to time, during the term of the Debentures, to defer payments of interest by extending the interest payment period of such Debentures for a period not extending, in the aggregate, beyond the Stated Maturity Date (the "Deferral Period"), during which Deferral Period no interest shall be due and payable. To the extent permitted by applicable law, interest, the payment of which has been deferred because of the extension of the interest payment period pursuant to this Section 2.5(c), will bear interest thereon at the Interest Rate through and including August 15, 2004, and, subject to paragraph (b) above, at the Reset Rate thereafter, compounded quarterly for each quarter of the Deferral Period ("Compounded Interest"). At the end of the Deferral Period, the Company shall pay all interest accrued and unpaid on the Debentures and Compounded Interest (together, "Deferred Interest"), which shall be payable to the Holders of the Debentures in whose names the Debentures are registered in the Register on the first record date after the end of the Deferral Period. Prior to the termination of any Deferral Period, the Company may further extend such period, provided that such period together with all such previous and further extensions thereof shall not extend beyond the Stated Maturity Date. Upon the termination of any Deferral Period and the payment of all Deferred Interest then due, the Company may commence a new Deferral Period, subject to the foregoing requirements. No interest shall be due and payable during a Deferral Period, except at the end thereof, but the Company, at its option, may prepay on any Interest Payment Date all or any portion of the interest accrued during the then elapsed portion of a Deferral Period. The Company shall give the Trustee written notice of the Company's election to begin a Deferral Period for the Debentures and any shortening or extension thereof at least five Business Days prior to the earlier of (i) the date the interest on such Debentures is payable or (ii) the date the Company is required to give notice to the New York Stock Exchange or other applicable self-regulatory organization or to holders of the Debentures of the record date or the date such interest is payable, but in any event not less than five Business Days prior to such record date. The Company shall give or cause the Trustee to give notice at the expense of the Company (a form of which shall be provided by the Company to the Trustee) of the Company's election to begin a Deferral Period to the Holders by first class mail, postage prepaid. (d) The amount of interest payable for any period on any Interest Payment Date will be computed (1) for any full quarterly or semi-annual period on the basis of a 360-day year consisting of twelve 30-day months. Except as provided in the following sentence, the amount of interest payable months and (2) for any period shorter than a full quarterly period or semi-annual period, on the basis of a 30-day month and, for which interest is computed will be computed periods of less than a month, on the basis of the actual number of days elapsed in such a 90per 30-day periodmonth. In the event that any date on which interest is payable on the Debentures Notes is not a Business Day, then payment of interest payable on such date will be made on the next succeeding day which is a Business Day (and without any interest or other payment in respect of any such delay), except that, if such Business Day is in the next succeeding calendar year, such payment shall be made on the immediately preceding Business Day, in each case with the same force and effect as if made on such date. (e) The Debentures do not have the benefit of any sinking fund obligation.

Interest and Interest Rate Reset. (a) Each Debenture will bear interest from its Issue Date or from the most recent Interest Payment Date to which interest has been paid or duly provided for, as the case may be, (i) initially at the rate of 5.955.34% per annum (the "Interest Rate") from the original date of issuance through and including August 15the Initial Remarketing Date or the applicable Subsequent Remarketing Date, 2004as the case may be, and thereafter at the Reset Rate determined in accordance with Section 2.5(b) and notified to the Trustee by the Company (the "Reset Rate"), and, (ii) if there has been a Last Failed Remarketing, at a rate equal to the sum of the Two-Year Benchmark Treasury Rate and the Applicable Spread, and notified to the Trustee by the Company, accruing from and after the Stock Purchase Date and effective for all interest payments after November 15, 2004, until, in each case, the principal thereof becomes due and payable, and on any overdue principal, premium (if any) and (to the extent that payment of such interest is enforceable under applicable law) on any overdue installment of interest (x) at the Interest Rate through and including the Initial Remarketing Date or the applicable Subsequent Remarketing Date, as the case may be, and at the Reset Rate thereafter, and, (y) if there has been a Last Failed Remarketing, at a rate equal to the sum of the Two-Year Benchmark Treasury Rate and the Applicable Spread, accruing from and after the Stock Purchase Date and effective for all payments after November 15, 2004, in each case compounded quarterly, payable (subject to the provisions of Section 2.5(c)) quarterly in arrears on February 15, May 15, August 15 and November 15 of each year (each, an "Interest Payment Date"), ) commencing on February 15, 2002, until the principal thereof is paid or made available for payment; provided that any principal and installment of interest which is overdue shall bear interest (to the extent that payment Person in whose name such Debenture or any predecessor Debenture is registered, at the close of business on the regular record date for such interest installment which, in respect of (i) Debentures of which the Property Trustee is enforceable under applicable lawthe Holder and the Capital Securities are in book-entry only form or (ii) at a Global Debenture, shall be the close of business on the Business Day next preceding that Interest Rate through Payment Date. Notwithstanding the foregoing sentence, if (i) the Debentures are held by the Property Trustee and including August 15the Capital Securities are no longer in book-entry only form or (ii) the Debentures are not represented by a Global Debenture, 2004 and at the Reset Rate thereafter, from the dates such amounts are due until they are paid or made available record date for payment, and such interest shall installment will be payable the close of business on demandthe 15/th/ day (whether or not a Business Day) prior to an Interest Payment Date. (b) The interest rate on the Debentures will be reset on the Initial Remarketing Date or any Subsequent Remarketing Date, as the case may be, to the Reset Rate determined by the Reset Agent in accordance with Annex I to the Declaration (which Reset Rate will become effective from and after August 16the Initial Remarketing Date or the applicable Subsequent Remarketing Date, 2004)as the case may be; provided, however, that if there has been a Failed Remarketing, the Reset Rate will be equal to the Interest Rate until (i) the Debentures Capital Securities are successfully remarketed pursuant to the Purchase Contract Agreement Agreement; and provided, further, that if there has been a Last Failed Remarketing, the interest rate on the Debentures will be equal to the sum of the Two-Year Benchmark Treasury Rate and the Remarketing Agreement or (ii) if Applicable Spread accruing from and after the Last Failed Remarketing shall have occurredStock Purchase Date and effective for all interest payments after November 15, the principal of the Debentures is paid or made available for payment2004. (c) So long as no Event of Default has occurred and is continuing, the Company shall have the right at any time, and from time to time, during the term of the Debentures, to defer payments of interest by extending the interest payment period of such Debentures for a period not extending, in the aggregate, beyond the Stated Maturity Date, provided that any such period shall end on an Interest Payment Date (the "Deferral Period"), during which Deferral Period no interest shall be due and payable. To the extent permitted by applicable law, interest, the payment of which has been deferred because of the extension of the interest payment period pursuant to this Section 2.5(c), will bear interest thereon thereon, (i) at the Interest Rate through and including August 15the Initial Remarketing Date or the applicable Subsequent Remarketing Date, 2004as the case may be, and, subject to paragraph (b) above, at the Reset Rate thereafter, and, (ii) if there has been a Last Failed Remarketing, at a rate equal to the sum of the Two-Year Benchmark Treasury Rate and the Applicable Spread, and notified to the Trustee, by the Company effective for all interest payments after November 15, 2004 accruing from and after the Stock Purchase Date and compounded quarterly for each quarter of the Deferral Period ("Compounded Interest"). At the end of the Deferral Period, the Company shall pay all interest accrued and unpaid on the Debentures and Compounded Interest (together, "Deferred Interest"), which ) that shall be payable to the Holders of the Debentures in whose names the Debentures are registered in the Register on the first record date after immediately preceding the end of the Deferral Period. Prior to the termination of any Deferral Period, the Company may further extend such period, provided that such period together with all such previous and further extensions thereof shall not extend beyond the Stated Maturity Date, provided that any such period shall end on an Interest Payment Date. Upon the termination of any Deferral Period and the payment of all Deferred Interest then due, the Company may commence a new Deferral Period, subject to the foregoing requirements. No interest shall be due and payable during a Deferral Period, except at the end thereof, but the Company, at its option, may prepay on any Interest Payment Date all or any portion of the interest accrued during the then elapsed portion of a Deferral Period. The Company shall give the Trustee written notice of the Company's election to begin a Deferral Period for the Debentures and any shortening or extension thereof at least five Business Days prior to the earlier of (i) the date the interest on such Debentures or distributions on the Capital Securities is payable or (ii) the date the Company is trustees of the Trust are required to give notice to the New York Stock Exchange or other applicable self-regulatory organization or to holders of the Debentures Capital Securities of the record date or the date such interest is distributions are payable, but in any event not less than five Business Days prior to such record date. The Company shall give or cause the Trustee to give notice at the expense of the Company (a form of which shall be provided by the Company to the Trustee) of the Company's election to begin begin, shorten or extend a Deferral Period to the Holders by first class mail, postage prepaid. (d) The amount of interest payable for any period will be computed on the basis of a 360-day year consisting of twelve 30-day months. Except as provided in the following sentence, the amount of interest payable for any period shorter than a full quarterly period for which interest is computed will be computed on the basis of the actual number of days elapsed in such a 90-day periodperiod based on 30-day months. In the event that any date on which interest is payable on the Debentures, or on which any action required under the Indenture with respect to the Debentures is to be taken, is not a Business Day, then payment of interest payable on such date will be made made, and the relevant action will be taken, on the next succeeding day which is a Business Day (and without any interest or other payment in respect of any such delay), except that, if such Business Day is in the next succeeding calendar month or year, such payment shall be made on the immediately preceding Business Day, in each case with the same force and effect as if made on such date. (e) The Debentures do are not have the benefit of entitled to any sinking fund obligationpayments and are not redeemable prior to maturity.

Interest and Interest Rate Reset. (a) Each Debenture Note will bear interest from its the Issue Date or from the most recent Interest Payment Date to which interest has been paid or duly provided for, as the case may be, initially at the rate of 5.952.53% per annum (the "Interest RateINITIAL INTEREST RATE") through up to but excluding the Reset Date, payable in immediately available funds, in such coin or currency of the United States of America as at the time of payment shall be legal tender for the payment of public and including August 15private debts; provided that in the event that a Last Failed Remarketing occurs, 2004each Note shall continue to bear interest at the Initial Interest Rate until the principal of the Notes is paid or made available for payment. In the event the Notes are successfully remarketed pursuant to the Purchase Contract Agreement and the Remarketing Agreement, and thereafter each Note shall bear interest at the Reset Rate determined in accordance with Section 2.5(b) from and notified including the Reset Date to the Trustee by the Company, in each case payable (subject to the provisions of Section 2.5(c)) quarterly in arrears date on February 15, May 15, August 15 and November 15 of each year (each, an "Interest Payment Date"), commencing February 15, 2002, until which the principal thereof of the Notes is paid or made available for payment; provided that any principal and installment of interest which is overdue shall bear interest (to the extent that payment of such interest is enforceable under applicable law) at the Initial Interest Rate through up to but excluding the Reset Date, if any, and including August 15, 2004 and thereafter at the Reset Rate thereafterRate, from the dates such amounts are due until they are paid or made available for payment, and such interest shall be payable on demand. (b) The interest rate . Interest on the Debentures will Notes initially shall be reset payable quarterly in arrears on February 15, May 15, August 15 and November 15 of each year (each, an "INTERESTPAYMENT DATE"), commencing May 15, 2004, through and including May 15, 2007 and then semi-annually in arrears on the Remarketing Date or any Subsequent Remarketing DateInterest Payment Dates of May 15 and November 15 of each year, as the case may becommencing November 15, to the Reset Rate determined by the Reset Agent (which Reset Rate will become effective from and after August 162007, 2004); provided, however, that if there has been a Failed Remarketing, the Reset Rate will be equal to the Interest Rate until (i) the Debentures are successfully remarketed pursuant to the Purchase Contract Agreement and the Remarketing Agreement or (ii) if the Last Failed Remarketing shall have occurred, the principal of the Debentures thereof is paid or made available for payment. The Regular Record Date shall be the 15th calendar day (whether or not a Business Day) prior to the relevant Interest Payment Date. (c) So long as no Event of Default has occurred and is continuing, the Company shall have the right at any time, and from time to time, during the term of the Debentures, to defer payments of interest by extending the interest payment period of such Debentures for a period not extending, in the aggregate, beyond the Stated Maturity Date (the "Deferral Period"), during which Deferral Period no interest shall be due and payable. To the extent permitted by applicable law, interest, the payment of which has been deferred because of the extension of the interest payment period pursuant to this Section 2.5(c), will bear interest thereon at the Interest Rate through and including August 15, 2004, and, subject to paragraph (b) above, at the Reset Rate thereafter, compounded quarterly for each quarter of the Deferral Period ("Compounded Interest"). At the end of the Deferral Period, the Company shall pay all interest accrued and unpaid on the Debentures and Compounded Interest (together, "Deferred Interest"), which shall be payable to the Holders of the Debentures in whose names the Debentures are registered in the Register on the first record date after the end of the Deferral Period. Prior to the termination of any Deferral Period, the Company may further extend such period, provided that such period together with all such previous and further extensions thereof shall not extend beyond the Stated Maturity Date. Upon the termination of any Deferral Period and the payment of all Deferred Interest then due, the Company may commence a new Deferral Period, subject to the foregoing requirements. No interest shall be due and payable during a Deferral Period, except at the end thereof, but the Company, at its option, may prepay on any Interest Payment Date all or any portion of the interest accrued during the then elapsed portion of a Deferral Period. The Company shall give the Trustee written notice of the Company's election to begin a Deferral Period for the Debentures and any shortening or extension thereof at least five Business Days prior to the earlier of (i) the date the interest on such Debentures is payable or (ii) the date the Company is required to give notice to the New York Stock Exchange or other applicable self-regulatory organization or to holders of the Debentures of the record date or the date such interest is payable, but in any event not less than five Business Days prior to such record date. The Company shall give or cause the Trustee to give notice at the expense of the Company (a form of which shall be provided by the Company to the Trustee) of the Company's election to begin a Deferral Period to the Holders by first class mail, postage prepaid. (d) The amount of interest payable for any period on any Interest Payment Date will be computed on the basis of a 360-day year consisting of twelve 30-day months. Except as provided in the following sentence, the amount of interest payable for any period shorter than a full quarterly period or semi-annual period, as applicable, for which interest is computed will be computed on the basis of the actual number of days elapsed in such a 90-day or 180-day period, as applicable. In the event that any date on which interest is payable on the Debentures Notes is not a Business Day, then payment of interest payable on such date will be made on the next succeeding day which is a Business Day (and without any interest or other payment in respect of any such delay), except that, if such Business Day is in the next succeeding calendar year, such payment shall be made on the immediately preceding Business Day, in each case with the same force and effect as if made on such date. (e) The Debentures do not have the benefit of any sinking fund obligation.

Interest and Interest Rate Reset. (a) Each Debenture Note will bear interest from its Issue Date or from the most recent Interest Payment Date to which interest has been paid or duly provided for, as the case may be, initially at the rate of 5.955.25% per annum (the "Interest Rate") through up to but excluding the Reset Date; provided, however, that in the event that a Last Failed Remarketing occurs, each Note shall continue to bear interest at the Interest Rate until the principal of the Notes is paid or made available for payment. In the event the Notes are successfully remarketed pursuant to the Purchase Contract Agreement and including August 15the Remarketing Agreement, 2004, and thereafter each Note shall bear interest at the Reset Rate determined in accordance with Section 2.5(b) from and notified including the Reset Date to the Trustee by the Company, in each case payable (subject to the provisions of Section 2.5(c)) quarterly in arrears date on February 15, May 15, August 15 and November 15 of each year (each, an "Interest Payment Date"), commencing February 15, 2002, until which the principal thereof of the Notes is paid or made available for payment; provided that any principal and installment of interest which is overdue shall bear interest (to the extent that payment of such interest is enforceable under applicable law) at the Interest Rate through up to but excluding the Reset Date, if any, and including August 15, 2004 and thereafter at the Reset Rate thereafterRate, from the dates such amounts are due until they are paid or made available for payment, and such interest shall be payable on demand. (b) The interest rate . Interest on the Debentures will Notes initially shall be reset payable quarterly in arrears on February 16, May 16, August 16 and November 16 of each year (each, an "Interest Payment Date"), commencing February 16, 2003, through and including November 16, 2005 and then semi-annually in arrears on the Remarketing Date or any Subsequent Remarketing DateInterest Payment Dates of May 16 and November 16 of each year, as the case may becommencing November 15, to the Reset Rate determined by the Reset Agent (which Reset Rate will become effective from and after August 162005, 2004); provided, however, that if there has been a Failed Remarketing, the Reset Rate will be equal to the Interest Rate until (i) the Debentures are successfully remarketed pursuant to the Purchase Contract Agreement and the Remarketing Agreement or (ii) if the Last Failed Remarketing shall have occurred, the principal of the Debentures thereof is paid or made available for payment. (c) So long as no Event of Default has occurred and is continuing, the Company shall have the right at any time, and from time to time, during the term of the Debentures, to defer payments of interest by extending the interest payment period of such Debentures for a period not extending, in the aggregate, beyond the Stated Maturity Date (the "Deferral Period"), during which Deferral Period no interest shall be due and payable. To the extent permitted by applicable law, interest, the payment of which has been deferred because of the extension of the interest payment period pursuant to this Section 2.5(c), will bear interest thereon at the Interest Rate through and including August 15, 2004, and, subject to paragraph (b) above, at the Reset Rate thereafter, compounded quarterly for each quarter of the Deferral Period ("Compounded Interest"). At the end of the Deferral Period, the Company shall pay all interest accrued and unpaid on the Debentures and Compounded Interest (together, "Deferred Interest"), which shall be payable to the Holders of the Debentures in whose names the Debentures are registered in the Register on the first record date after the end of the Deferral Period. Prior to the termination of any Deferral Period, the Company may further extend such period, provided that such period together with all such previous and further extensions thereof shall not extend beyond the Stated Maturity Date. Upon the termination of any Deferral Period and the payment of all Deferred Interest then due, the Company may commence a new Deferral Period, subject to the foregoing requirements. No interest shall be due and payable during a Deferral Period, except at the end thereof, but the Company, at its option, may prepay on any Interest Payment Date all or any portion of the interest accrued during the then elapsed portion of a Deferral Period. The Company shall give the Trustee written notice of the Company's election to begin a Deferral Period for the Debentures and any shortening or extension thereof at least five Business Days prior to the earlier of (i) the date the interest on such Debentures is payable or (ii) the date the Company is required to give notice to the New York Stock Exchange or other applicable self-regulatory organization or to holders of the Debentures of the record date or the date such interest is payable, but in any event not less than five Business Days prior to such record date. The Company shall give or cause the Trustee to give notice at the expense of the Company (a form of which shall be provided by the Company to the Trustee) of the Company's election to begin a Deferral Period to the Holders by first class mail, postage prepaid. (d) The amount of interest payable for any period on any Interest Payment Date will be computed on the basis of a 360-day year consisting of twelve 30-day months. Except as provided in the following sentence, the amount of interest payable for any period shorter than a full quarterly or semi-annual, as applicable, period for which interest is computed will be computed on the basis of the actual number of days elapsed in such a 90-day or 180-day period, as applicable. In the event that any date on which interest is payable on the Debentures Notes is not a Business Day, then payment of interest payable on such date will be made on the next succeeding day which is a Business Day (and without any interest or other payment in respect of any such delay), except that, if such Business Day is in the next succeeding calendar year, such payment shall be made on the immediately preceding Business Day, in each case with the same force and effect as if made on such date. (e) . The Debentures Notes do not have the benefit of any sinking fund obligation.

Interest and Interest Rate Reset. (a) Each Debenture Note will bear interest from its the Issue Date or from the most recent Interest Payment Date to which interest has been paid or duly provided for, as the case may be, initially at the rate of 5.952.53% per annum (the "Interest RateINITIAL INTEREST RATE") through up to but excluding the Reset Date, payable in in immediately available funds, in such coin or currency of the United States of America as at the time of payment shall be legal tender for the payment of public and including August 15private debts; provided that in the event that a Last Failed Remarketing occurs, 2004each Note shall continue to bear interest at the Initial Interest Rate until the principal of the Notes is paid or made available for payment. In the event the Notes are successfully remarketed pursuant to the Purchase Contract Agreement and the Remarketing Agreement, and thereafter each Note shall bear interest at the Reset Rate determined in accordance with Section 2.5(b) from and notified including the Reset Date to the Trustee by the Company, in each case payable (subject to the provisions of Section 2.5(c)) quarterly in arrears date on February 15, May 15, August 15 and November 15 of each year (each, an "Interest Payment Date"), commencing February 15, 2002, until which the principal thereof of the Notes is paid or made available for payment; provided that any principal and installment of interest which is overdue shall bear interest (to the extent that payment of such interest is enforceable under applicable law) at the Initial Interest Rate through up to but excluding the Reset Date, if any, and including August 15, 2004 and thereafter at the Reset Rate thereafterRate, from the dates such amounts are due until they are paid or made available for payment, and such interest shall be payable on demand. (b) The interest rate . Interest on the Debentures will Notes initially shall be reset payable quarterly in arrears on February 15, May 15, August 15 and November 15 of each year (each, an "INTEREST PAYMENT DATE"), commencing May 15, 2004, through and including May 15, 2007 and then semi-annually in arrears on the Remarketing Date or any Subsequent Remarketing DateInterest Payment Dates of May 15 and November 15 of each year, as the case may becommencing November 15, to the Reset Rate determined by the Reset Agent (which Reset Rate will become effective from and after August 162007, 2004); provided, however, that if there has been a Failed Remarketing, the Reset Rate will be equal to the Interest Rate until (i) the Debentures are successfully remarketed pursuant to the Purchase Contract Agreement and the Remarketing Agreement or (ii) if the Last Failed Remarketing shall have occurred, the principal of the Debentures thereof is paid or made available for payment. The Regular Record Date shall be the 15th calendar day (whether or not a Business Day) prior to the relevant Interest Payment Date. (c) So long as no Event of Default has occurred and is continuing, the Company shall have the right at any time, and from time to time, during the term of the Debentures, to defer payments of interest by extending the interest payment period of such Debentures for a period not extending, in the aggregate, beyond the Stated Maturity Date (the "Deferral Period"), during which Deferral Period no interest shall be due and payable. To the extent permitted by applicable law, interest, the payment of which has been deferred because of the extension of the interest payment period pursuant to this Section 2.5(c), will bear interest thereon at the Interest Rate through and including August 15, 2004, and, subject to paragraph (b) above, at the Reset Rate thereafter, compounded quarterly for each quarter of the Deferral Period ("Compounded Interest"). At the end of the Deferral Period, the Company shall pay all interest accrued and unpaid on the Debentures and Compounded Interest (together, "Deferred Interest"), which shall be payable to the Holders of the Debentures in whose names the Debentures are registered in the Register on the first record date after the end of the Deferral Period. Prior to the termination of any Deferral Period, the Company may further extend such period, provided that such period together with all such previous and further extensions thereof shall not extend beyond the Stated Maturity Date. Upon the termination of any Deferral Period and the payment of all Deferred Interest then due, the Company may commence a new Deferral Period, subject to the foregoing requirements. No interest shall be due and payable during a Deferral Period, except at the end thereof, but the Company, at its option, may prepay on any Interest Payment Date all or any portion of the interest accrued during the then elapsed portion of a Deferral Period. The Company shall give the Trustee written notice of the Company's election to begin a Deferral Period for the Debentures and any shortening or extension thereof at least five Business Days prior to the earlier of (i) the date the interest on such Debentures is payable or (ii) the date the Company is required to give notice to the New York Stock Exchange or other applicable self-regulatory organization or to holders of the Debentures of the record date or the date such interest is payable, but in any event not less than five Business Days prior to such record date. The Company shall give or cause the Trustee to give notice at the expense of the Company (a form of which shall be provided by the Company to the Trustee) of the Company's election to begin a Deferral Period to the Holders by first class mail, postage prepaid. (d) The amount of interest payable for any period on any Interest Payment Date will be computed on the basis of a 360-day year consisting of twelve 30-day months. Except as provided in the following sentence, the amount of interest payable for any period shorter than a full quarterly period or semi-annual period, as applicable, for which interest is computed will be computed on the basis of the actual number of days elapsed in such a 90-day or 180-day period, as applicable. In the event that any date on which interest is payable on the Debentures Notes is not a Business Day, then payment of interest payable on such date will be made on the next succeeding day which is a Business Day (and without any interest or other payment in respect of any such delay), except that, if such Business Day is in the next succeeding calendar year, such payment shall be made on the immediately preceding Business Day, in each case with the same force and effect as if made on such date. (e) The Debentures do not have the benefit of any sinking fund obligation.

Interest and Interest Rate Reset. (a) Each Debenture Note will bear interest from its the Issue Date or from the most recent Interest Payment Date to which interest has been paid or duly provided for, as the case may be, initially at the rate of 5.955.25% per annum (the "Interest RateINITIAL INTEREST RATE") through up to but excluding the Reset Date, payable in immediately available funds, in such coin or currency of the United States of America as at the time of payment shall be legal tender for the payment of public and including August 15private debts; provided that in the event that a Last Failed Remarketing occurs, 2004each Note shall continue to bear interest at the Initial Interest Rate until the principal of the Notes is paid or made available for payment. In the event the Notes are successfully remarketed pursuant to the Purchase Contract Agreement and the Remarketing Agreement, and thereafter each Note shall bear interest at the Reset Rate determined in accordance with Section 2.5(b) from and notified including the Reset Date to the Trustee by the Company, in each case payable (subject to the provisions of Section 2.5(c)) quarterly in arrears date on February 15, May 15, August 15 and November 15 of each year (each, an "Interest Payment Date"), commencing February 15, 2002, until which the principal thereof of the Notes is paid or made available for payment; provided that any principal and installment of interest which is overdue shall bear interest (to the extent that payment of such interest is enforceable under applicable law) at the Initial Interest Rate through up to but excluding the Reset Date, if any, and including August 15, 2004 and thereafter at the Reset Rate thereafterRate, from the dates such amounts are due until they are paid or made available for payment, and such interest shall be payable on demand. (b) The interest rate . Interest on the Debentures will Notes initially shall be reset payable quarterly in arrears on February 15, May 15, August 15 and November 15 of each year (each, an "INTEREST PAYMENT DATE"), commencing February 15, 2006, through and including February 15, 2009 and then semi-annually in arrears on the Remarketing Date or any Subsequent Remarketing DateInterest Payment Dates of February 15 and August 15 of each year, as the case may becommencing August 15, to the Reset Rate determined by the Reset Agent (which Reset Rate will become effective from and after August 162009, 2004); provided, however, that if there has been a Failed Remarketing, the Reset Rate will be equal to the Interest Rate until (i) the Debentures are successfully remarketed pursuant to the Purchase Contract Agreement and the Remarketing Agreement or (ii) if the Last Failed Remarketing shall have occurred, the principal of the Debentures thereof is paid or made available for payment. The Regular Record Date shall be the 15th calendar day (whether or not a Business Day) prior to the relevant Interest Payment Date. (c) So long as no Event of Default has occurred and is continuing, the Company shall have the right at any time, and from time to time, during the term of the Debentures, to defer payments of interest by extending the interest payment period of such Debentures for a period not extending, in the aggregate, beyond the Stated Maturity Date (the "Deferral Period"), during which Deferral Period no interest shall be due and payable. To the extent permitted by applicable law, interest, the payment of which has been deferred because of the extension of the interest payment period pursuant to this Section 2.5(c), will bear interest thereon at the Interest Rate through and including August 15, 2004, and, subject to paragraph (b) above, at the Reset Rate thereafter, compounded quarterly for each quarter of the Deferral Period ("Compounded Interest"). At the end of the Deferral Period, the Company shall pay all interest accrued and unpaid on the Debentures and Compounded Interest (together, "Deferred Interest"), which shall be payable to the Holders of the Debentures in whose names the Debentures are registered in the Register on the first record date after the end of the Deferral Period. Prior to the termination of any Deferral Period, the Company may further extend such period, provided that such period together with all such previous and further extensions thereof shall not extend beyond the Stated Maturity Date. Upon the termination of any Deferral Period and the payment of all Deferred Interest then due, the Company may commence a new Deferral Period, subject to the foregoing requirements. No interest shall be due and payable during a Deferral Period, except at the end thereof, but the Company, at its option, may prepay on any Interest Payment Date all or any portion of the interest accrued during the then elapsed portion of a Deferral Period. The Company shall give the Trustee written notice of the Company's election to begin a Deferral Period for the Debentures and any shortening or extension thereof at least five Business Days prior to the earlier of (i) the date the interest on such Debentures is payable or (ii) the date the Company is required to give notice to the New York Stock Exchange or other applicable self-regulatory organization or to holders of the Debentures of the record date or the date such interest is payable, but in any event not less than five Business Days prior to such record date. The Company shall give or cause the Trustee to give notice at the expense of the Company (a form of which shall be provided by the Company to the Trustee) of the Company's election to begin a Deferral Period to the Holders by first class mail, postage prepaid. (d) The amount of interest payable for any period on any Interest Payment Date will be computed (1) for any full quarterly or semi-annual period, as applicable, on the basis of a 360-day year consisting of twelve 30-day months. Except as provided in the following sentence, the amount of interest payable months and (2) for any period shorter than a full quarterly period or semi-annual period, as aoolicable, on the basis of a 30-day month and, for which interest is computed will be computed periods of less than a month, on the basis of the actual number of days elapsed in such a 90per 30-day periodmonth. In the event that any date on which interest is payable on the Debentures Notes is not a Business Day, then payment of interest payable on such date will be made on the next succeeding day which is a Business Day (and without any interest or other payment in respect of any such delay), except that, if such Business Day is in the next succeeding calendar year, such payment shall be made on the immediately preceding Business Day, in each case with the same force and effect as if made on such date. (e) The Debentures do not have the benefit of any sinking fund obligation.

Interest and Interest Rate Reset. (a) Each Debenture Note will bear interest (i) from its and including the Issue Date or from the most recent Interest Payment Date to which interest has been paid or duly provided for, as the case may be, initially to but excluding the earlier of their maturity date and the Reset Date, at the rate of 5.958.25% per annum (the "Initial Interest Rate"), and (ii) through from and including August 15the Reset Date, 2004, and thereafter at the Reset Rate determined or the Base Rate plus the Reset Spread, as applicable, payable in accordance with Section 2.5(b) and notified to the Trustee by the Companyimmediately available funds, in each case payable (subject to such coin or currency of the provisions United States of Section 2.5(c)) quarterly in arrears on February 15, May 15, August 15 America as at the time of payment shall be legal tender for the payment of public and November 15 of each year (each, an "Interest Payment Date"), commencing February 15, 2002, until the principal thereof is paid or made available for paymentprivate debts; provided that any principal and installment of interest which is overdue shall bear interest (to the extent that payment of such interest is enforceable under applicable law) at the Initial Interest Rate through up to but excluding the Reset Date, if any, and including August 15, 2004 and thereafter at the Reset Rate thereafteror the Base Rate plus the Reset Spread, as applicable, from the dates such amounts are due until they are paid or made available for payment, and such interest shall be payable on demand. Interest on the Notes initially shall be payable quarterly in arrears on February 15, May 15, August 15 and November 15 of each year, commencing November 15, 2008 and, after a successful Remarketing, semi-annually in arrears on February 15 and August 15 of each year, accruing from the Reset Date, unless the Company elects that the notes will bear interest at a floating rate pursuant to Section 2.22(a)(iii), in which case interest will continue to be payable quarterly in arrears on February 15, May 15, August 15 and November 15 of each year (each such date on which interest is to be paid, an "Interest Payment Date"). The Regular Record Date shall be the 15th calendar day (whether or not a Business Day) prior to the relevant Interest Payment Date. (b) The interest rate on Subject to modification in the Debentures will be reset on the event of a successful Remarketing Date or any Subsequent Remarketing Date, as the case may be, to the Reset Rate determined by the Reset Agent (which Reset Rate will become effective from and after August 16, 2004); provided, however, that if there has been a Failed Remarketingin accordance Section 2.22(a)(iii) hereof, the Reset Rate will be equal to the Interest Rate until (i) the Debentures are successfully remarketed pursuant to the Purchase Contract Agreement and the Remarketing Agreement or (ii) if the Last Failed Remarketing shall have occurred, the principal of the Debentures is paid or made available for payment. (c) So long as no Event of Default has occurred and is continuing, the Company shall have the right at any time, and from time to time, during the term of the Debentures, to defer payments of interest by extending the interest payment period of such Debentures for a period not extending, in the aggregate, beyond the Stated Maturity Date (the "Deferral Period"), during which Deferral Period no interest shall be due and payable. To the extent permitted by applicable law, interest, the payment of which has been deferred because of the extension of the interest payment period pursuant to this Section 2.5(c), will bear interest thereon at the Interest Rate through and including August 15, 2004, and, subject to paragraph (b) above, at the Reset Rate thereafter, compounded quarterly for each quarter of the Deferral Period ("Compounded Interest"). At the end of the Deferral Period, the Company shall pay all interest accrued and unpaid on the Debentures and Compounded Interest (together, "Deferred Interest"), which shall be payable to the Holders of the Debentures in whose names the Debentures are registered in the Register on the first record date after the end of the Deferral Period. Prior to the termination of any Deferral Period, the Company may further extend such period, provided that such period together with all such previous and further extensions thereof shall not extend beyond the Stated Maturity Date. Upon the termination of any Deferral Period and the payment of all Deferred Interest then due, the Company may commence a new Deferral Period, subject to the foregoing requirements. No interest shall be due and payable during a Deferral Period, except at the end thereof, but the Company, at its option, may prepay on any Interest Payment Date all or any portion of the interest accrued during the then elapsed portion of a Deferral Period. The Company shall give the Trustee written notice of the Company's election to begin a Deferral Period for the Debentures and any shortening or extension thereof at least five Business Days prior to the earlier of (i) the date the interest on such Debentures is payable or (ii) the date the Company is required to give notice to the New York Stock Exchange or other applicable self-regulatory organization or to holders of the Debentures of the record date or the date such interest is payable, but in any event not less than five Business Days prior to such record date. The Company shall give or cause the Trustee to give notice at the expense of the Company (a form of which shall be provided by the Company to the Trustee) of the Company's election to begin a Deferral Period to the Holders by first class mail, postage prepaid. (d) The amount of interest payable for any period on any Interest Payment Date will be computed (1) for any full quarterly or semi-annual period, as applicable, on the basis of a 360-day year consisting of twelve 30-day months. Except as provided in the following sentence, the amount of interest payable months and (2) for any period shorter than a full quarterly period or semi-annual period, as applicable, on the basis of a 30-day month and, for which interest is computed will be computed periods of less than a month, on the basis of the actual number of days elapsed in such a 90per 30-day periodmonth. In the event that any date on which interest is payable on the Debentures Notes is not a Business Day, then payment of interest payable on such date will be made on the next succeeding day which is a Business Day (and without any interest or other payment in respect of any such delay), except that, if such Business Day is in the next succeeding calendar year, such payment shall be made on the immediately preceding Business Day, in each case with the same force and effect as if made on such date. (e) The Debentures do not have the benefit of any sinking fund obligation.

Interest and Interest Rate Reset. (a) Each Debenture Note will bear interest from its Issue Date or from the most recent Interest Payment Date to which interest has been paid or duly provided for, as the case may be, initially at the rate of 5.95% -% per annum (the "Interest Rate") through up to but excluding the Reset Date; provided, however, that in the event that a Last Failed Remarketing occurs, each Note shall continue to bear interest at the Interest Rate until the principal of the Notes is paid or made available for payment. In the event the Notes are successfully remarketed pursuant to the Purchase Contract and including August 15Remarketing Agreement, 2004, and thereafter each Note shall bear interest at the Reset Rate determined in accordance with Section 2.5(b) and notified from the Reset Date to the Trustee by the Company, in each case payable (subject to the provisions of Section 2.5(c)) quarterly in arrears date on February 15, May 15, August 15 and November 15 of each year (each, an "Interest Payment Date"), commencing February 15, 2002, until which the principal thereof of the Notes is paid or made available for payment; provided PROVIDED that any principal and installment of interest which is overdue shall bear interest (to the extent that payment of such interest is enforceable under applicable law) at the Interest Rate through up to but excluding the Reset Rate, if any, and including August 15, 2004 and thereafter at the Reset Rate thereafterRate, from the dates such amounts are due until they are paid or made available for payment, and such interest shall be payable on demand. (b) The interest rate . Interest on the Debentures will Notes initially shall be reset payable quarterly in arrears on [-, -, - and -] of each year (each, an "Interest Payment Date"), commencing [-], 2002, and then semi-annually in arrears on the Remarketing Date or any Subsequent Remarketing DateInterest Payment Dates of - and - of each year, as the case may becommencing -, to the Reset Rate determined by the Reset Agent (which Reset Rate will become effective from and after August 162005, 2004); provided, however, that if there has been a Failed Remarketing, the Reset Rate will be equal to the Interest Rate until (i) the Debentures are successfully remarketed pursuant to the Purchase Contract Agreement and the Remarketing Agreement or (ii) if the Last Failed Remarketing shall have occurred, the principal of the Debentures thereof is paid or made available for payment. (c) So long as no Event of Default has occurred and is continuing, the Company shall have the right at any time, and from time to time, during the term of the Debentures, to defer payments of interest by extending the interest payment period of such Debentures for a period not extending, in the aggregate, beyond the Stated Maturity Date (the "Deferral Period"), during which Deferral Period no interest shall be due and payable. To the extent permitted by applicable law, interest, the payment of which has been deferred because of the extension of the interest payment period pursuant to this Section 2.5(c), will bear interest thereon at the Interest Rate through and including August 15, 2004, and, subject to paragraph (b) above, at the Reset Rate thereafter, compounded quarterly for each quarter of the Deferral Period ("Compounded Interest"). At the end of the Deferral Period, the Company shall pay all interest accrued and unpaid on the Debentures and Compounded Interest (together, "Deferred Interest"), which shall be payable to the Holders of the Debentures in whose names the Debentures are registered in the Register on the first record date after the end of the Deferral Period. Prior to the termination of any Deferral Period, the Company may further extend such period, provided that such period together with all such previous and further extensions thereof shall not extend beyond the Stated Maturity Date. Upon the termination of any Deferral Period and the payment of all Deferred Interest then due, the Company may commence a new Deferral Period, subject to the foregoing requirements. No interest shall be due and payable during a Deferral Period, except at the end thereof, but the Company, at its option, may prepay on any Interest Payment Date all or any portion of the interest accrued during the then elapsed portion of a Deferral Period. The Company shall give the Trustee written notice of the Company's election to begin a Deferral Period for the Debentures and any shortening or extension thereof at least five Business Days prior to the earlier of (i) the date the interest on such Debentures is payable or (ii) the date the Company is required to give notice to the New York Stock Exchange or other applicable self-regulatory organization or to holders of the Debentures of the record date or the date such interest is payable, but in any event not less than five Business Days prior to such record date. The Company shall give or cause the Trustee to give notice at the expense of the Company (a form of which shall be provided by the Company to the Trustee) of the Company's election to begin a Deferral Period to the Holders by first class mail, postage prepaid. (d) The amount of interest payable for any period will be computed on the basis of a 360-day year consisting of twelve 30-day months. Except as provided in the following sentence, the amount of interest payable for any period shorter than a full quarterly or semi-annual, as applicable, period for which interest is computed will be computed on the basis of the actual number of days elapsed in such a 90-day or 180-day period, as applicable. In the event that any date on which interest is payable on the Debentures Notes is not a Business Day, then payment of interest payable on such date will be made on the next succeeding day which is a Business Day (and without any interest or other payment in respect of any such delay), except that, if such Business Day is in the next succeeding calendar year, such payment shall be made on the immediately preceding Business Day, in each case with the same force and effect as if made on such date. (e) . The Debentures Notes do not have the benefit of any sinking fund obligation.

Interest and Interest Rate Reset. (a) Each Debenture will bear interest from its Issue Date (as defined below) or from the most recent Interest Payment Date to which interest has been paid or duly provided for, as the case may be, initially at the rate of 5.957.25% per annum (the "Interest Rate") through and but not including August 15, 2004, and thereafter at the Reset Rate determined in accordance with Section 2.5(b) and notified to the Trustee by the Company, in each case payable (subject to the provisions of Section 2.5(c)) quarterly in arrears on February 15, May 15, August 15 and November 15 of each year (each, an "Interest Payment Date"), commencing February 15, 2002, until the principal thereof is paid or made available for payment; provided that any principal and installment of interest which is overdue shall bear interest (to the extent that payment of such interest is enforceable under applicable law) at the Interest Rate through and through, but not including August 15, 2004 and at the Reset Rate thereafter, from the dates such amounts are due until they are paid or made available for payment, and such interest shall be payable on demand. (b) The interest rate on the Debentures will be reset on the Remarketing Date or any Subsequent Remarketing Date, as the case may be, to the Reset Rate determined by the Reset Agent (which Reset Rate will become effective from and after August 1615, 2004); provided, however, that if there has been a Failed Remarketing, the Reset Rate will be equal to the Interest Rate until (i) the Debentures are successfully remarketed pursuant to the Purchase Contract Agreement and the Remarketing Agreement or (ii) if the Last Failed Remarketing shall have occurred, the principal of the Debentures is paid or made available for payment. (c) So long as no Event of Default has occurred and is continuing, the Company shall have the right at any time, and from time to time, during the term of the Debentures, to defer payments of interest by extending the interest payment period of such Debentures for a period not extending, in the aggregate, beyond the Stated Maturity Date (the "Deferral Period"), during which Deferral Period no interest shall be due and payable. To the extent permitted by applicable law, interest, the payment of which has been deferred because of the extension of the interest payment period pursuant to this Section 2.5(c), will bear interest thereon at the Interest Rate through and including August 15, 2004, and, subject to paragraph (b) above, at the Reset Rate thereafter, compounded quarterly for each quarter of the Deferral Period ("Compounded Interest"). At the end of the Deferral Period, the Company shall pay all interest accrued and unpaid on the Debentures and Compounded Interest (together, "Deferred Interest"), which shall be payable to the Holders of the Debentures in whose names the Debentures are registered in the Register on the first record date after the end of the Deferral Period. Prior to the termination of any Deferral Period, the Company may further extend such period, provided that such period together with all such previous and further extensions thereof shall not extend beyond the Stated Maturity Date. Upon the termination of any Deferral Period and the payment of all Deferred Interest then due, the Company may commence a new Deferral Period, subject to the foregoing requirements. No interest shall be due and payable during a Deferral Period, except at the end thereof, but the Company, at its option, may prepay on any Interest Payment Date all or any portion of the interest accrued during the then elapsed portion of a Deferral Period. The Company shall give the Trustee written notice of the Company's election to begin a Deferral Period for the Debentures and any shortening or extension thereof at least five Business Days prior to the earlier of (i) the date the interest on such Debentures is payable or (ii) the date the Company is required to give notice to the New York Stock Exchange or other applicable self-regulatory organization or to holders of the Debentures of the record date or the date such interest is payable, but in any event not less than five Business Days prior to such record date. The Company shall give or cause the Trustee to give notice at the expense of the Company (a form of which shall be provided by the Company to the Trustee) of the Company's election to begin a Deferral Period to the Holders by first class mail, postage prepaid. (d) The amount of interest payable for any period will be computed on the basis of a 360-day year consisting of twelve 30-day months. Except as provided in the following sentence, the amount of interest payable for any period shorter than a full 90-day quarterly period for which interest is computed will be computed on the basis of the actual number of days elapsed in such a 90-day period. In the event that any date on which interest is payable on the Debentures is not a Business Day, then payment of interest payable on such date will be made on the next succeeding day which is a Business Day (and without any interest or other payment in respect of any such delay), except that, if such Business Day is in the next succeeding calendar year, such payment shall be made on the immediately preceding Business Day, in each case with the same force and effect as if made on such date. (d) The Regular Record Date for interest payable on the Debentures on each Interest Payment Date shall be the close of business on the Business Day next preceding each such Interest Payment Date. (e) The Debentures do not have the benefit of any sinking fund obligation.

Interest and Interest Rate Reset. (a) Each Debenture will bear interest from its Issue Date or from the most recent Interest Payment Date to which interest has been paid or duly provided for, as the case may be, initially at the rate of 5.95___% per annum (the "Interest Rate") through and including August 15___, 2004, [Insert Remarketing Date] and thereafter at the Reset Rate determined in accordance with Section 2.5(b) and notified to the Trustee by the Company, in each case payable (subject to the provisions of Section 2.5(c)) quarterly in arrears on February 15___, May 15___, August 15 ___ and November 15 ___ of each year (each, an "Interest Payment Date"), commencing February 15___, 2002, until the principal thereof is paid or made available for payment; provided that any principal and installment of interest which is overdue shall bear interest (to the extent that payment of such interest is enforceable under applicable law) at the Interest Rate through and including August 15___, 2004 [Insert Remarketing Date] and at the Reset Rate thereafter, from the dates such amounts are due until they are paid or made available for payment, and such interest shall be payable on demand. (b) The interest rate on the Debentures will be reset on the Remarketing Date or any Subsequent Remarketing Date, as the case may be, to the Reset Rate determined by the Reset Agent (which Reset Rate will become effective from and after August 16___, 20042004 [Insert Remarketing date + 1 day]); provided, however, that if there has been a Failed Remarketing, the Reset Rate will be equal to the Interest Rate until (i) the Debentures are successfully remarketed pursuant to the Purchase Contract Agreement and the Remarketing Agreement or (ii) if the Last Failed Remarketing shall have occurred, the principal of the Debentures is paid or made available for payment. (c) So long as no Event of Default has occurred and is continuing, the Company shall have the right at any time, and from time to time, during the term of the Debentures, to defer payments of interest by extending the interest payment period of such Debentures for a period not extending, in the aggregate, beyond the Stated Maturity Date (the "Deferral Period"), during which Deferral Period no interest shall be due and payable. To the extent permitted by applicable law, interest, the payment of which has been deferred because of the extension of the interest payment period pursuant to this Section 2.5(c), will bear interest thereon at the Interest Rate through and including August 15___, 20042004 [Insert Remarketing Date], and, subject to paragraph (b) above, at the Reset Rate thereafter, compounded quarterly for each quarter of the Deferral Period ("Compounded Interest"). At the end of the Deferral Period, the Company shall pay all interest accrued and unpaid on the Debentures and Compounded Interest (together, "Deferred Interest"), which ) that shall be payable to the Holders of the Debentures in whose names the Debentures are registered in the Register on the first record date after the end of the Deferral Period. Prior to the termination of any Deferral Period, the Company may further extend such period, provided that such period together with all such previous and further extensions thereof shall not extend beyond the Stated Maturity Date. Upon the termination of any Deferral Period and the payment of all Deferred Interest then due, the Company may commence a new Deferral Period, subject to the foregoing requirements. No interest shall be due and payable during a Deferral Period, except at the end thereof, but the Company, at its option, may prepay on any Interest Payment Date all or any portion of the interest accrued during the then elapsed portion of a Deferral Period. The Company shall give the Trustee written notice of the Company's election to begin a Deferral Period for the Debentures and any shortening or extension thereof at least five Business Days prior to the earlier of (i) the date the interest on such Debentures is payable or (ii) the date the Company is required to give notice to the New York Stock Exchange or other applicable self-regulatory organization or to holders of the Debentures of the record date or the date such interest is payable, but in any event not less than five Business Days prior to such record date. The Company shall give or cause the Trustee to give notice at the expense of the Company (a form of which shall be provided by the Company to the Trustee) of the Company's election to begin a Deferral Period to the Holders by first class mail, postage prepaid. (d) The amount of interest payable for any period will be computed on the basis of a 360-day year consisting of twelve 30-day months. Except as provided in the following sentence, the amount of interest payable for any period shorter than a full quarterly period for which interest is computed will be computed on the basis of the actual number of days elapsed in such a 90-day period. In the event that any date on which interest is payable on the Debentures is not a Business Day, then payment of interest payable on such date will be made on the next succeeding day which is a Business Day (and without any interest or other payment in respect of any such delay), except that, if such Business Day is in the next succeeding calendar year, such payment shall be made on the immediately preceding Business Day, in each case with the same force and effect as if made on such date. (e) The Debentures do not have the benefit of any sinking fund obligation.

Interest and Interest Rate Reset. (a) Each Debenture Note will bear interest from its Issue Date or from the most recent Interest Payment Date to which interest has been paid or duly provided for, as the case may be, initially at the rate of 5.958.875% per annum (the "Interest Rate") through up to but excluding the Reset Date; provided, however, that in the event that a Last Failed Remarketing occurs, each Note shall continue to bear interest at the Interest Rate until the principal of the Notes is paid or made available for payment. In the event the Notes are successfully remarketed pursuant to the Purchase Contract Agreement and including August 15the Remarketing Agreement, 2004, and thereafter each Note shall bear interest at the Reset Rate determined in accordance with Section 2.5(b) from and notified including the Reset Date to the Trustee by the Company, in each case payable (subject to the provisions of Section 2.5(c)) quarterly in arrears date on February 15, May 15, August 15 and November 15 of each year (each, an "Interest Payment Date"), commencing February 15, 2002, until which the principal thereof of the Notes is paid or made available for payment; provided that any principal and installment of interest which is overdue shall bear interest (to the extent that payment of such interest is enforceable under applicable law) at the Interest Rate through up to but excluding the Reset Date, if any, and including August 15, 2004 and thereafter at the Reset Rate thereafterRate, from the dates such amounts are due until they are paid or made available for payment, and such interest shall be payable on demand. (b) The interest rate . Interest on the Debentures will Notes shall be reset payable quarterly in arrears on the Remarketing Date or any Subsequent Remarketing February 15, May 15, November 15 and August 15 of each year (each, an "Interest Payment Date"), as the case may becommencing February 15, to the Reset Rate determined by the Reset Agent (which Reset Rate will become effective from and after August 162003, 2004); provided, however, that if there has been a Failed Remarketing, the Reset Rate will be equal to the Interest Rate until (i) the Debentures are successfully remarketed pursuant to the Purchase Contract Agreement and the Remarketing Agreement or (ii) if the Last Failed Remarketing shall have occurred, the principal of the Debentures thereof is paid or made available for payment. (c) So long as no Event of Default has occurred and is continuing, the Company shall have the right at any time, and from time to time, during the term of the Debentures, to defer payments of interest by extending the interest payment period of such Debentures for a period not extending, in the aggregate, beyond the Stated Maturity Date (the "Deferral Period"), during which Deferral Period no interest shall be due and payable. To the extent permitted by applicable law, interest, the payment of which has been deferred because of the extension of the interest payment period pursuant to this Section 2.5(c), will bear interest thereon at the Interest Rate through and including August 15, 2004, and, subject to paragraph (b) above, at the Reset Rate thereafter, compounded quarterly for each quarter of the Deferral Period ("Compounded Interest"). At the end of the Deferral Period, the Company shall pay all interest accrued and unpaid on the Debentures and Compounded Interest (together, "Deferred Interest"), which shall be payable to the Holders of the Debentures in whose names the Debentures are registered in the Register on the first record date after the end of the Deferral Period. Prior to the termination of any Deferral Period, the Company may further extend such period, provided that such period together with all such previous and further extensions thereof shall not extend beyond the Stated Maturity Date. Upon the termination of any Deferral Period and the payment of all Deferred Interest then due, the Company may commence a new Deferral Period, subject to the foregoing requirements. No interest shall be due and payable during a Deferral Period, except at the end thereof, but the Company, at its option, may prepay on any Interest Payment Date all or any portion of the interest accrued during the then elapsed portion of a Deferral Period. The Company shall give the Trustee written notice of the Company's election to begin a Deferral Period for the Debentures and any shortening or extension thereof at least five Business Days prior to the earlier of (i) the date the interest on such Debentures is payable or (ii) the date the Company is required to give notice to the New York Stock Exchange or other applicable self-regulatory organization or to holders of the Debentures of the record date or the date such interest is payable, but in any event not less than five Business Days prior to such record date. The Company shall give or cause the Trustee to give notice at the expense of the Company (a form of which shall be provided by the Company to the Trustee) of the Company's election to begin a Deferral Period to the Holders by first class mail, postage prepaid. (d) The amount of interest payable for any period on any Interest Payment Date will be computed on the basis of a 360-day year consisting of twelve 30-day months. Except as provided in the following sentence, the amount of interest payable for any period shorter than a full quarterly period for which interest is computed will be computed on the basis of the actual number of days elapsed in such a 90-day period. In the event that any date on which interest is payable on the Debentures Notes is not a Business Day, then payment of interest payable on such date will be made on the next succeeding day which is a Business Day (and without any interest or other payment in respect of any such delay), except that, if such Business Day is in the next succeeding calendar year, such payment shall be made on the immediately preceding Business Day, in each case with the same force and effect as if made on such date. (ec) The Debentures Notes do not have the benefit of any sinking fund obligation. (d) The provisions of Section 6.03 of the Company's Standard Multiple-Series Indenture Provisions for Senior Debt Securities, dated as of June 1, 1992, shall not apply to the Notes.