Common use of Merger Early Settlement Clause in Contracts

Merger Early Settlement. To exercise a Cash Merger Early Settlement, a Holder shall deliver, present and surrender this Income PRIDES Certificate duly endorsed for transfer to the Company in blank at the offices of the Agent, accompanied by payment to the Company in immediately available funds of an amount equal to (I) $25 multiplied by (II) the number of Purchase Contracts being settled, plus (III) if such delivery is made with respect to any Purchase Contracts during the period from the close of business on any Record Date next preceding any Payment Date to the opening of business on such Payment Date, an amount equal to the Contract Adjustment Payments payable on such Payment Date with respect to such Purchase Contracts; provided that no payment is required if the Company has elected to defer the Contract Adjustment Payments which would otherwise be payable on the Payment Date, no later than 5:00 p.m., New York City time, on the Business Day immediately preceding the Cash Merger Early Settlement Date. Except as provided in the immediately preceding sentence and subject to the second to last paragraph of Section 5.2 of the Purchase Contract Agreement, no payment or adjustment shall be made upon Early Settlement of any Purchase Contract on account of any Contract Adjustment Payments accrued on such Purchase Contract or on account of any dividends on the Common Stock issued upon such Early Settlement. Upon a Cash Merger Early Settlement, the Pledged Debt Securities or the Pledged Applicable Ownership Interest in the a Treasury Portfolio underlying the Securities being settled shall be released from the Pledge as provided in the Pledge Agreement and the Company will deliver, or cause to be delivered, to Holders duly exercising a Cash Merger Early Settlement on the Cash Merger Early Settlement Date the kind and amount of securities, cash or other property that such Holders would have been entitled to receive if they had settled the Purchase Contracts immediately before the Cash Merger at the Settlement Rate in effect at such time. Upon registration of transfer of this Income PRIDES Certificate, the transferee shall be bound (without the necessity of any other action on the part of such transferee, except as may be required by the Agent pursuant to the Purchase Contract Agreement), under the terms of the Purchase Contract Agreement and the Purchase Contracts evidenced hereby and the transferor shall be released from the obligations under the Purchase Contracts evidenced by this Income PRIDES Certificate. The Company covenants and agrees, and the Holder, by its acceptance hereof, likewise covenants and agrees, to be bound by the provisions of this paragraph. The Holder of this Income PRIDES Certificate, by its acceptance hereof, irrevocably authorizes the Agent to enter into and perform the related Purchase Contracts forming part of the Income PRIDES evidenced hereby on its behalf as its attorney-in-fact, expressly withholds any consent to the assumption of the Purchase Contracts by the Company, its trustee in bankruptcy, receiver, liquidator or a person or entity performing similar functions, in the event that the Company becomes the subject of a case under the Bankruptcy Code or subject to other similar Federal or State law providing for reorganization or liquidation, agrees to be bound by the terms and provisions thereof, covenants and agrees to perform its obligations under such Purchase Contracts, consents to the provisions of the Purchase Contract Agreement, authorizes the Agent to enter into and perform the Pledge Agreement on its behalf as its attorney-in-fact, and consents to and agrees to be bound by the Pledge of the Pledged Debt Securities or the Pledged Applicable Ownership Interest in a Treasury Portfolio, as the case may be, underlying this Income PRIDES Certificate pursuant to the Pledge Agreement. The Holder, by its acceptance hereof, further covenants and agrees, that, to the extent and in the manner provided in the Purchase Contract Agreement and the Pledge Agreement, but subject to the terms thereof, payments in respect of the principal of the Pledged Debt Securities, or the portion of the Applicable Ownership Interest (as specified in clauses (1)(i) or 2(i) of the definition of such term) in the appropriate Treasury Portfolio, on the Purchase Contract Settlement Date shall be paid by the Collateral Agent to the Company in satisfaction of such Holder's obligations under such Purchase Contract and such Holder shall acquire no right, title or interest in such payments. The Holder of this Income PRIDES Certificate, by its acceptance hereof, covenants and agrees to treat itself as the owner, for United States federal, state and local income and franchise tax purposes, of the Debt Securities or the Applicable Ownership Interest in the appropriate Treasury Portfolio forming part of the Income PRIDES evidenced hereby. The Holder of this Income PRIDES Certificate, by its acceptance hereof, further covenants and agrees to treat the Debt Securities forming part of the Income PRIDES evidenced hereby as indebtedness of the Company for United States federal, state and local income and franchise tax purposes. Subject to certain exceptions, the provisions of the Purchase Contract Agreement may be amended with the consent of the Holders of a majority of the Purchase Contracts. In addition, certain amendments to the Purchase Contract Agreement may be made without any consent of the Holders as provided in the Purchase Contract Agreement. THE PURCHASE CONTRACTS SHALL FOR ALL PURPOSES BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. The Company and the Agent and any agent of the Company or the Agent may treat the Person in whose name this Income PRIDES Certificate is registered on the Income PRIDES Register as the owner of the Income PRIDES evidenced hereby for the purpose of receiving payments of interest payable quarterly on the Debt Securities receiving payments of Contract Adjustment Payments and any Deferred Contract Adjustment Payments, performance of the Purchase Contracts and for all other purposes whatsoever, whether or not any payments in respect thereof be overdue and notwithstanding any notice to the contrary, and neither the Company, the Agent nor any such agent shall be affected by notice to the contrary. The Purchase Contracts shall not, prior to the settlement thereof in accordance with the Purchase Contract Agreement, entitle the Holder to any of the rights of a holder of shares of Common Stock. A copy of the Purchase Contract Agreement is available for inspection at the offices of the Agent during regular business hours of the Agent. Unless the certificate of authentication hereon has been executed by the Agent by manual signature, this Income PRIDES Certificate shall not be entitled to any benefit under the Pledge Agreement or the Purchase Contract Agreement or be valid or obligatory for any purpose.

Merger Early Settlement. To exercise a Cash Merger Early Settlement, a Holder shall deliver, present and surrender the this Income Growth PRIDES Certificate duly endorsed for transfer to the Company in blank at the offices of the Agent, accompanied by payment to the Company in immediately available funds of an amount equal to (I) $25 multiplied by (II) the number of Purchase Contracts being settled, plus (III) if such delivery is made with respect to any Purchase Contracts during the period from the close of business on any Record Date next preceding any Payment Date to the opening of business on such Payment Date, an amount equal to the Contract Adjustment Payments payable on such Payment Date with respect to such Purchase Contracts; provided that no payment is required if the Company has elected to defer the Contract Adjustment Payments which would otherwise be payable on the Payment Date, no later than 5:00 p.m., New York City time, on the Business Day immediately preceding the Cash Merger Early Settlement Date. Except as provided in the immediately preceding sentence and subject to the second to last paragraph of Section 5.2 of the Purchase Contract Agreement, no payment or adjustment shall be made upon Early Settlement of any Purchase Contract on account of any Contract Adjustment Payments accrued on such Purchase Contract or on account of any dividends on the Common Stock issued upon such Early Settlement. Upon a Cash Merger Early Settlement, the Pledged Debt Securities or the Pledged Applicable Ownership Interest in the a Treasury Portfolio underlying the Securities being settled shall be released from the Pledge as provided in the Pledge Agreement and the Company will deliver, or cause to be delivered, to Holders duly exercising a Cash Merger Early Settlement on the Cash Merger Early Settlement Date the kind and amount of securities, cash or other property that such Holders would have been entitled to receive if they had settled the Purchase Contracts immediately before the Cash Merger at the Settlement Rate in effect at such time. Upon registration of transfer of this Income Growth PRIDES Certificate, the transferee shall be bound (without the necessity of any other action on the part of such transferee, except as may be required by the Agent pursuant to the Purchase Contract Agreement), under the terms of the Purchase Contract Agreement and the Purchase Contracts evidenced hereby and the transferor shall be released from the obligations under the Purchase Contracts evidenced by this Income Growth PRIDES Certificate. The Company covenants and agrees, and the Holder, by its acceptance hereof, likewise covenants and agrees, to be bound by the provisions of this paragraph. The Holder of this Income Growth PRIDES Certificate, by its acceptance hereof, irrevocably authorizes the Agent to enter into and perform the related Purchase Contracts forming part of the Income Growth PRIDES evidenced hereby on its behalf as its attorney-in-fact, expressly withholds any consent to the assumption (i.e., affirmance) of the Purchase Contracts by the Company, Company or its trustee in bankruptcy, receiver, liquidator or a person or entity performing similar functions, in the event that the Company becomes the subject of a case under the Bankruptcy Code or subject to other similar Federal or State law providing for reorganization or liquidation, agrees to be bound by the terms and provisions thereof, covenants and agrees to perform its obligations under such Purchase Contracts, consents to the provisions of the Purchase Contract Agreement, authorizes the Agent to enter into and perform the Pledge Agreement on its behalf as its attorney-in-fact, and consents to and agrees to be bound by the Pledge of the Pledged Debt Treasury Securities or the Pledged Applicable Ownership Interest in a Treasury Portfolio, as the case may be, underlying this Income Growth PRIDES Certificate pursuant to the Pledge Agreement. The Holder, by its acceptance hereof, further covenants and agrees, that, to the extent and in the manner provided in the Purchase Contract Agreement and the Pledge Agreement, but subject to the terms thereof, payments in respect of to the principal Stated Amount of the Pledged Debt Securities, or the portion of the Applicable Ownership Interest (as specified in clauses (1)(i) or 2(i) of the definition of such term) in the appropriate Treasury Portfolio, Securities on the Purchase Contract Settlement Date shall be paid by the Collateral Agent to the Company in satisfaction of such Holder's obligations under such Purchase Contract and such Holder shall acquire no right, title or interest in such payments. The Holder of this Income Growth PRIDES Certificate, by its acceptance hereof, covenants and agrees to treat itself as the owner, for United States federal, state and local income and franchise tax purposes, of the Debt Securities or the Applicable Ownership Interest in the appropriate Treasury Portfolio forming part of the Income PRIDES evidenced hereby. The Holder of this Income PRIDES Certificate, by its acceptance hereof, further covenants and agrees to treat the Debt Securities forming part of the Income Growth PRIDES evidenced hereby as indebtedness of the Company for United States federal, state and local income and franchise tax purposeshereby. Subject to certain exceptions, the provisions of the Purchase Contract Agreement may be amended with the consent of the Holders of a majority of the Purchase Contracts. In addition, certain amendments to the Purchase Contract Agreement may be made without any consent of the Holders as provided in the Purchase Contract Agreement. THE PURCHASE CONTRACTS SHALL FOR ALL PURPOSES BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. The Company and the Agent and any agent of the Company or the Agent may treat the Person in whose name this Income Growth PRIDES Certificate is registered on the Income Growth PRIDES Register as the owner of the Income Growth PRIDES evidenced hereby for the purpose of receiving payments of interest payable quarterly on the Debt Securities Treasury Securities, receiving payments of Contract Adjustment Payments and any Deferred Contract Adjustment Payments, performance of the Purchase Contracts and for all other purposes whatsoever, whether or not any payments in respect thereof be overdue and notwithstanding any notice to the contrary, and neither the Company, the Agent nor any such agent shall be affected by notice to the contrary. The Purchase Contracts shall not, prior to the settlement thereof thereof, in accordance with the Purchase Contract Agreement, entitle the Holder to any of the rights of a holder of shares of Common Stock. A copy of the Purchase Contract Agreement is available for inspection at the offices of the Agent during regular business hours of the Agent. Unless the certificate of authentication hereon has been executed by the Agent by manual signature, this Income Growth PRIDES Certificate shall not be entitled to any benefit under the Pledge Agreement or the Purchase Contract Agreement or be valid or obligatory for any purpose.

Merger Early Settlement. To exercise (a) In the event of a Reorganization Event in which 25% or more of the total consideration paid to all of HRH’s shareholders consists of Cash Equivalents (“Merger Cash Consideration” and such Reorganization Event, a “Cash Merger”), then the Company’s obligation to deliver Exchange Property hereunder will be partially accelerated with respect to such Merger Cash Consideration if such Merger Cash Consideration paid in such Cash Merger constitutes less than 100% of the consideration paid in such Cash Merger (a “Merger Early Partial Settlement”). If the Merger Cash Consideration is 100% of the total consideration paid to all of HRH’s shareholders in a Cash Merger, then the Purchase Contracts shall be accelerated in full (a “Merger Early Full Settlement”). (b) The percentage of the Merger Cash Consideration to the total consideration paid in the Cash Merger shall be determined by reference to the actual amount of Cash Equivalents received with respect to the Pledged Shares per share of HRH Common Stock in such Cash Merger; provided that if there are no Pledged Shares at the time of the Cash Merger or the Company affirmatively elects to receive less than the maximum amount of Cash Equivalents offered in such Cash Merger, the percentage of Merger Cash Consideration shall be determined by reference to the maximum amount of Cash Equivalents received per share of HRH Common Stock by HRH shareholders who elect to receive the maximum amount of Cash Equivalents. (c) Promptly following the receipt by holders of HRH Common Stock of the Merger Cash Consideration from such Cash Merger, the Company will provide written notice to Holders of Purchase Contracts of such completion of a Cash Merger, which shall specify (i) the date of the Merger Early Settlement, which shall be a Holder shall deliver, present and surrender this Income PRIDES Certificate duly endorsed for transfer to date (the Company in blank at the offices of the Agent, accompanied by payment to the Company in immediately available funds of an amount equal to (I) $25 multiplied by (II) the number of Purchase Contracts being settled, plus (III) if such delivery is made with respect to any Purchase Contracts during the period from the close of business on any Record Date next preceding any Payment Date to the opening of business on such Payment Date, an amount equal to the Contract Adjustment Payments payable on such Payment Date with respect to such Purchase Contracts; provided that no payment is required if the Company has elected to defer the Contract Adjustment Payments which would otherwise be payable on the Payment Date, no later than 5:00 p.m., New York City time, on the Business Day immediately preceding the Cash Merger “Early Settlement Date. Except as provided in ”) that is within five Business Days immediately following the immediately preceding sentence receipt by holders of HRH Common Stock of the Merger Cash Consideration, (ii) whether Merger Early Partial Settlement or Merger Early Full Settlement applies, (iii) the formula for determining the applicable Settlement Ratio and subject (iv) the amount of Cash Equivalents receivable by the Holder upon settlement. (d) On the Early Settlement Date, the Company will deliver to the second to last paragraph of Section 5.2 of the Purchase Contract Agreement, no payment or adjustment shall be made upon Early Settlement Agent for the benefit of any each Holder of a Purchase Contract on account of any Contract Adjustment Payments accrued on such Purchase Contract or on account of any dividends on the Common Stock issued upon such Early Settlement. Upon a Cash Merger Early Settlement, the Pledged Debt Securities or the Pledged Applicable Ownership Interest in the a Treasury Portfolio underlying the Securities being settled shall be released from the Pledge as provided in the Pledge Agreement and the Company will deliver, or cause to be delivered, to Holders duly exercising a Cash Merger Early Settlement on the Cash Merger Early Settlement Date the kind and amount of securities, cash or other property Cash Equivalents that such Holders Holder would have been entitled to receive in the Cash Merger if they such Holders had settled the Purchase Contracts Contract immediately before the Cash Merger at the Settlement Rate Ratio in effect at such time. Upon registration of transfer of this Income PRIDES Certificate, determined using the transferee shall be bound (without the necessity of any other action on the part of such transferee, except as may be required by the Agent pursuant to the Purchase Contract Agreement), under the terms of the Purchase Contract Agreement and the Purchase Contracts evidenced hereby and the transferor shall be released from the obligations under the Purchase Contracts evidenced by this Income PRIDES Certificate. The Company covenants and agrees, and the Holder, by its acceptance hereof, likewise covenants and agrees, to be bound by the provisions of this paragraph. The Holder of this Income PRIDES Certificate, by its acceptance hereof, irrevocably authorizes the Agent to enter into and perform the related Purchase Contracts forming part of the Income PRIDES evidenced hereby on its behalf as its attorney-in-fact, expressly withholds any consent to the assumption of the Purchase Contracts by the Company, its trustee in bankruptcy, receiver, liquidator or a person or entity performing similar functions, in the event that the Company becomes the subject of a case under the Bankruptcy Code or subject to other similar Federal or State law providing for reorganization or liquidation, agrees to be bound by the terms and provisions thereof, covenants and agrees to perform its obligations under such Purchase Contracts, consents to the provisions of the Purchase Contract Agreement, authorizes the Agent to enter into and perform the Pledge Agreement on its behalf as its attorney-in-fact, and consents to and agrees to be bound by the Pledge of the Pledged Debt Securities or the Pledged Applicable Ownership Interest in a Treasury Portfolio, Merger Market Value as the case may be, underlying this Income PRIDES Certificate pursuant to the Pledge Agreement. The Holder, by its acceptance hereof, further covenants and agrees, that, to the extent and in the manner provided in the Purchase Contract Agreement and the Pledge Agreement, but subject to the terms thereof, payments in respect of the principal of the Pledged Debt Securities, or the portion of the Applicable Ownership Interest (as specified in clauses (1)(i) or 2(i) of the definition of such term) in the appropriate Treasury Portfolio, on the Purchase Contract Settlement Date shall be paid by the Collateral Agent to the Company in satisfaction of such Holder's obligations under such Purchase Contract and such Holder shall acquire no right, title or interest in such payments. The Holder of this Income PRIDES Certificate, by its acceptance hereof, covenants and agrees to treat itself as the owner, for United States federal, state and local income and franchise tax purposes, of the Debt Securities or the Applicable Ownership Interest in the appropriate Treasury Portfolio forming part of the Income PRIDES evidenced hereby. The Holder of this Income PRIDES Certificate, by its acceptance hereof, further covenants and agrees to treat the Debt Securities forming part of the Income PRIDES evidenced hereby as indebtedness of the Company for United States federal, state and local income and franchise tax purposes. Subject to certain exceptions, the provisions of the Purchase Contract Agreement may be amended with the consent of the Holders of a majority of the Purchase Contracts. In addition, certain amendments to the Purchase Contract Agreement may be made without any consent of the Holders as provided in the Purchase Contract Agreement. THE PURCHASE CONTRACTS SHALL FOR ALL PURPOSES BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. The Company and the Agent and any agent of the Company or the Agent may treat the Person in whose name this Income PRIDES Certificate is registered on the Income PRIDES Register as the owner of the Income PRIDES evidenced hereby for the purpose of receiving payments of interest payable quarterly on the Debt Securities receiving payments of Contract Adjustment Payments and any Deferred Contract Adjustment Payments, performance of the Purchase Contracts and for all other purposes whatsoever, whether or not any payments in respect thereof be overdue and notwithstanding any notice to the contrary, and neither the Company, the Agent nor any such agent shall be affected by notice to the contrary. The Purchase Contracts shall not, prior to the settlement thereof in accordance with the Purchase Contract Agreement, entitle the Holder to any of the rights of a holder of shares of Common Stock. A copy of the Purchase Contract Agreement is available for inspection at the offices of the Agent during regular business hours of the Agent. Unless the certificate of authentication hereon has been executed by the Agent by manual signature, this Income PRIDES Certificate shall not be entitled to any benefit under the Pledge Agreement or the Purchase Contract Agreement or be valid or obligatory for any purposeMarket Value.

Merger Early Settlement. To exercise a Cash Merger Early Settlement, a Holder shall deliver, present and surrender the this Income PRIDES Certificate duly endorsed for transfer to the Company in blank at the offices of the Agent, accompanied by payment to the Company in immediately available funds of an amount equal to (I) $25 multiplied by (II) the number of Purchase Contracts being settled, plus (III) if such delivery is made with respect to any Purchase Contracts during the period from the close of business on any Record Date next preceding any Payment Date to the opening of business on such Payment Date, an amount equal to the Contract Adjustment Payments payable on such Payment Date with respect to such Purchase Contracts; provided that no payment is required if the Company has elected to defer the Contract Adjustment Payments which would otherwise be payable on the Payment Date, no later than 5:00 p.m., New York City time, on the Business Day immediately preceding the Cash Merger Early Settlement Date. Except as provided in the immediately preceding sentence and subject to the second to last paragraph of Section 5.2 of the Purchase Contract Agreement, no payment or adjustment shall be made upon Early Settlement of any Purchase Contract on account of any Contract Adjustment Payments accrued on such Purchase Contract or on account of any dividends on the Common Stock issued upon such Early Settlement. Upon a Cash Merger Early Settlement, the Pledged Debt Securities or the Pledged Applicable Ownership Interest in the a Treasury Portfolio underlying the Securities being settled shall be released from the Pledge as provided in the Pledge Agreement and the Company will deliver, or cause to be delivered, to Holders duly exercising a Cash Merger Early Settlement on the Cash Merger Early Settlement Date the kind and amount of securities, cash or other property that such Holders would have been entitled to receive if they had settled the Purchase Contracts immediately before the Cash Merger at the Settlement Rate in effect at such time. Upon registration of transfer of this Income PRIDES Certificate, the transferee shall be bound (without the necessity of any other action on the part of such transferee, except as may be required by the Agent pursuant to the Purchase Contract Agreement), under the terms of the Purchase Contract Agreement and the Purchase Contracts evidenced hereby and the transferor shall be released from the obligations under the Purchase Contracts evidenced by this Income PRIDES Certificate. The Company covenants and agrees, and the Holder, by its acceptance hereof, likewise covenants and agrees, to be bound by the provisions of this paragraph. The Holder of this Income PRIDES Certificate, by its acceptance hereof, irrevocably authorizes the Agent to enter into and perform the related Purchase Contracts forming part of the Income PRIDES evidenced hereby on its behalf as its attorney-in-fact, expressly withholds any consent to the assumption of the Purchase Contracts by the Company, its trustee in bankruptcy, receiver, liquidator or a person or entity performing similar functions, in the event that the Company becomes the subject of a case under the Bankruptcy Code or subject to other similar Federal or State law providing for reorganization or liquidation, agrees to be bound by the terms and provisions thereof, covenants and agrees to perform its obligations under such Purchase Contracts, consents to the provisions of the Purchase Contract Agreement, authorizes the Agent to enter into and perform the Pledge Agreement on its behalf as its attorney-in-fact, and consents to and agrees to be bound by the Pledge of the Pledged Debt Securities or the Pledged Applicable Ownership Interest in a Treasury Portfolio, as the case may be, underlying this Income PRIDES Certificate pursuant to the Pledge Agreement. The Holder, by its acceptance hereof, further covenants and agrees, that, to the extent and in the manner provided in the Purchase Contract Agreement and the Pledge Agreement, but subject to the terms thereof, payments in respect of the principal of the Pledged Debt Securities, or the portion of the Applicable Ownership Interest (as specified in clauses (1)(i) or 2(i) of the definition of such term) in the appropriate Treasury Portfolio, on the Purchase Contract Settlement Date shall be paid by the Collateral Agent to the Company in satisfaction of such Holder's obligations under such Purchase Contract and such Holder shall acquire no right, title or interest in such payments. The Holder of this Income PRIDES Certificate, by its acceptance hereof, covenants and agrees to treat itself as the owner, for United States federal, state and local income and franchise tax purposes, of the Debt Securities or the Applicable Ownership Interest in the appropriate Treasury Portfolio forming part of the Income PRIDES evidenced hereby. The Holder of this Income PRIDES Certificate, by its acceptance hereof, further covenants and agrees to treat the Debt Securities forming part of the Income PRIDES evidenced hereby as indebtedness of the Company for United States federal, state and local income and franchise tax purposes. Subject to certain exceptions, the provisions of the Purchase Contract Agreement may be amended with the consent of the Holders of a majority of the Purchase Contracts. In addition, certain amendments to the Purchase Contract Agreement may be made without any consent of the Holders as provided in the Purchase Contract Agreement. THE PURCHASE CONTRACTS SHALL FOR ALL PURPOSES BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. The Company and the Agent and any agent of the Company or the Agent may treat the Person in whose name this Income PRIDES Certificate is registered on the Income PRIDES Register as the owner of the Income PRIDES evidenced hereby for the purpose of receiving payments of interest payable quarterly on the Debt Securities receiving payments of Contract Adjustment Payments and any Deferred Contract Adjustment Payments, performance of the Purchase Contracts and for all other purposes whatsoever, whether or not any payments in respect thereof be overdue and notwithstanding any notice to the contrary, and neither the Company, the Agent nor any such agent shall be affected by notice to the contrary. The Purchase Contracts shall not, prior to the settlement thereof in accordance with the Purchase Contract Agreement, entitle the Holder to any of the rights of a holder of shares of Common Stock. A copy of the Purchase Contract Agreement is available for inspection at the offices of the Agent during regular business hours of the Agent. Unless the certificate of authentication hereon has been executed by the Agent by manual signature, this Income PRIDES Certificate shall not be entitled to any benefit under the Pledge Agreement or the Purchase Contract Agreement or be valid or obligatory for any purpose.

Merger Early Settlement. To exercise The holder of the Corporate Units evidenced hereby is deemed to have agreed (unless the United States Internal Revenue Service requires a Cash Merger Early Settlementdifferent treatment from such Holder), by acceptance of such Corporate Units, to treat for all United States federal income tax purposes (i) itself as the owner of the Stock Purchase Contracts and the related ownership interest in the Debentures pledged under the Pledge Agreement, and (ii) the Debentures as indebtedness of the Company. In addition, each initial purchase of a Holder Corporate Unit for $75 shall deliverbe deemed to have agreed, present for United States federal income tax purposes, to allocate $25 to each of the undivided beneficial ownership interests in each Debenture of each series included in each Corporate Unit and surrender this Income PRIDES Certificate duly endorsed for transfer $0 to the Stock Purchase Contract. The Company shall pay, on each Payment Date, in blank at the offices respect of the Agenteach Stock Purchase Contract forming part of a Corporate Unit evidenced hereby, accompanied by payment to the Company in immediately available funds of an amount (the “Contract Adjustment Payments”) equal to (Ii) from and including May 16, 2008 to but excluding the First Stock Purchase Date, at the annual rate of 2.7067% on the initial Stated Amount of $75 per Stock Purchase Contract, (ii) from and including the First Stock Purchase Date to but excluding the Second Stock Purchase Date, at the annual rate of 2.6450% on the adjusted Stated Amount of $50 per Stock Purchase Contract, and (iii) from and including the Second Stock Purchase Date to but excluding the Third Stock Purchase Date, at the annual rate of 2.61% on the adjusted Stated Amount of $25 multiplied by (II) the number of per Stock Purchase Contracts being settledContract, plus (III) if such delivery is made with respect to any Purchase Contracts during the period from the close of business on any Record Date next preceding any Payment Date to the opening of business on such Payment Date, an amount equal to the Contract Adjustment Payments payable on such Payment Date with respect to such Purchase Contracts; provided that no payment is required if the Company has elected to defer the Contract Adjustment Payments which would otherwise be payable on the Payment Date, no later than 5:00 p.m., New York City time, on the Business Day immediately preceding the Cash Merger Early Settlement Date. Except as provided in the immediately preceding sentence and subject to the second to last paragraph of Section 5.2 of the Purchase Contract Agreement, no payment or adjustment shall be made upon Early Settlement of any Purchase Contract on account of any Contract Adjustment Payments accrued on such Purchase Contract or on account of any dividends on the Common Stock issued upon such Early Settlement. Upon a Cash Merger Early Settlement, the Pledged Debt Securities or the Pledged Applicable Ownership Interest in the a Treasury Portfolio underlying the Securities being settled shall be released from the Pledge as its rights provided in the Pledge Agreement and the Company will deliver, or cause to be delivered, to Holders duly exercising a Cash Merger Early Settlement on the Cash Merger Early Settlement Date the kind and amount of securities, cash or other property that such Holders would have been entitled to receive if they had settled the Purchase Contracts immediately before the Cash Merger at the Settlement Rate in effect at such time. Upon registration of transfer of this Income PRIDES Certificate, the transferee shall be bound (without the necessity of any other action on the part of such transferee, except as may be required by the Agent pursuant to the Purchase Contract Agreement), under the terms of the Purchase Contract Agreement and the Purchase Contracts evidenced hereby and the transferor shall be released from the obligations under the Purchase Contracts evidenced by this Income PRIDES Certificate. The Company covenants and agrees, and the Holder, by its acceptance hereof, likewise covenants and agrees, to be bound by the provisions of this paragraph. The Holder of this Income PRIDES Certificate, by its acceptance hereof, irrevocably authorizes the Agent to enter into and perform the related Purchase Contracts forming part of the Income PRIDES evidenced hereby on its behalf as its attorney-in-fact, expressly withholds any consent to the assumption of the Purchase Contracts by the Company, its trustee in bankruptcy, receiver, liquidator or a person or entity performing similar functions, in the event that the Company becomes the subject of a case under the Bankruptcy Code or subject to other similar Federal or State law providing for reorganization or liquidation, agrees to be bound by the terms and provisions thereof, covenants and agrees to perform its obligations under such Purchase Contracts, consents to the provisions of the Purchase Contract Agreement, authorizes the Agent to enter into and perform the Pledge Agreement on its behalf as its attorney-in-fact, and consents to and agrees to be bound by the Pledge of the Pledged Debt Securities or the Pledged Applicable Ownership Interest in a Treasury Portfolio, as the case may be, underlying this Income PRIDES Certificate pursuant to the Pledge Agreement. The Holder, by its acceptance hereof, further covenants and agrees, that, to the extent and in the manner provided in the Purchase Contract Agreement and the Pledge Agreement, but subject to the terms thereof, payments in respect of the principal of the Pledged Debt Securities, or the portion of the Applicable Ownership Interest (as specified in clauses (1)(i) or 2(i) of the definition of such term) in the appropriate Treasury Portfolio, on the Purchase defer Contract Settlement Date Adjustment Payments. Such Contract Adjustment Payments shall be paid by the Collateral Agent payable to the Company in satisfaction of such Holder's obligations under such Purchase Contract and such Holder shall acquire no right, title or interest in such payments. The Holder of this Income PRIDES Certificate, by its acceptance hereof, covenants and agrees to treat itself as the owner, for United States federal, state and local income and franchise tax purposes, of the Debt Securities or the Applicable Ownership Interest in the appropriate Treasury Portfolio forming part of the Income PRIDES evidenced hereby. The Holder of this Income PRIDES Certificate, by its acceptance hereof, further covenants and agrees to treat the Debt Securities forming part of the Income PRIDES evidenced hereby as indebtedness of the Company for United States federal, state and local income and franchise tax purposes. Subject to certain exceptions, the provisions of the Purchase Contract Agreement may be amended with the consent of the Holders of a majority of the Purchase Contracts. In addition, certain amendments to the Purchase Contract Agreement may be made without any consent of the Holders as provided in the Purchase Contract Agreement. THE PURCHASE CONTRACTS SHALL FOR ALL PURPOSES BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. The Company and the Agent and any agent of the Company or the Agent may treat the Person in whose name this Income PRIDES Corporate Unit Certificate (or a Predecessor Corporate Unit Certificate) is registered at the close of business on the Income PRIDES Register as the owner of the Income PRIDES evidenced hereby Record Date for the purpose of receiving payments of interest payable quarterly on the Debt Securities receiving payments of such Payment Date. Contract Adjustment Payments and distributions due on any Deferred Payment Date that is not a Business Day shall be made on the next succeeding day that is a Business Day (and without any interest in respect of such delay). Payments of Interest on the Debentures and the Contract Adjustment PaymentsPayments (net of any withholding tax to be withheld by the Company on such payments, performance of the Purchase Contracts and for all other purposes whatsoever, whether or not any payments in respect thereof which shall be overdue and notwithstanding any notice remitted to the contraryappropriate taxing jurisdiction) will be payable, and neither at the option of the Company, at the Agent nor any such agent shall be affected by notice to the contrary. The Purchase Contracts shall not, prior to the settlement thereof in accordance with the Purchase Contract Agreement, entitle the Holder to any of the rights of a holder of shares of Common Stock. A copy office of the Purchase Contract Agreement is available for inspection at Agent in New York City or by check mailed to the offices address of the Agent during regular business hours of Person entitled thereto at such Person’s address as it appears on the Security Register, or by wire transfer to the account designated by such Person by a prior written notice to the Purchase Contract Agent. 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 Income PRIDES Corporate Unit Certificate shall not be entitled to any benefit under the Pledge Agreement or the Purchase Contract Agreement or be valid or obligatory for any purpose.

Merger Early Settlement. To exercise a Cash Merger Early Settlement, a Holder shall deliver, present and surrender the this Income Growth PRIDES Certificate duly endorsed for transfer to the Company in blank at the offices of the Agent, accompanied by payment to the Company in immediately available funds of an amount equal to (I) $25 multiplied by (II) the number of Purchase Contracts being settled, plus (III) if such delivery is made with respect to any Purchase Contracts during the period from the close of business on any Record Date next preceding any Payment Date to the opening of business on such Payment Date, an amount equal to the Contract Adjustment Payments payable on such Payment Date with respect to such Purchase Contracts; provided that no payment is required if the Company has elected to defer the Contract Adjustment Payments which would otherwise be payable on the Payment Date, no later than 5:00 p.m., New York City time, on the Business Day immediately preceding the Cash Merger Early Settlement Date. Except as provided in the immediately preceding sentence and subject to the second to last paragraph of Section 5.2 of the Purchase Contract Agreement, no payment or adjustment shall be made upon Early Settlement of any Purchase Contract on account of any Contract Adjustment Payments accrued on such Purchase Contract or on account of any dividends on the Common Stock issued upon such Early Settlement. Upon a Cash Merger Early Settlement, the Pledged Debt Securities or the Pledged Applicable Ownership Interest in the a Treasury Portfolio underlying the Securities being settled shall be released from the Pledge as provided in the Pledge Agreement and the Company will deliver, or cause to be delivered, to Holders duly exercising a Cash Merger Early Settlement on the Cash Merger Early Settlement Date the kind and amount of securities, cash or other property that such Holders would have been entitled to receive if they had settled the Purchase Contracts immediately before the Cash Merger at the Settlement Rate in effect at such time. Upon registration of transfer of this Income Growth PRIDES Certificate, the transferee shall be bound (without the necessity of any other action on the part of such transferee, except as may be required by the Agent pursuant to the Purchase Contract Agreement), under the terms of the Purchase Contract Agreement and the Purchase Contracts evidenced hereby and the transferor shall be released from the obligations under the Purchase Contracts evidenced by this Income PRIDES Certificate. The Company covenants and agrees, and the Holder, by its acceptance hereof, likewise covenants and agrees, to be bound by the provisions of this paragraph. The Holder of this Income PRIDES Certificate, by its acceptance hereof, irrevocably authorizes the Agent to enter into and perform the related Purchase Contracts forming part of the Income PRIDES evidenced hereby on its behalf as its attorney-in-fact, expressly withholds any consent to the assumption of the Purchase Contracts by the Company, its trustee in bankruptcy, receiver, liquidator or a person or entity performing similar functions, in the event that the Company becomes the subject of a case under the Bankruptcy Code or subject to other similar Federal or State law providing for reorganization or liquidation, agrees to be bound by the terms and provisions thereof, covenants and agrees to perform its obligations under such Purchase Contracts, consents to the provisions of the Purchase Contract Agreement, authorizes the Agent to enter into and perform the Pledge Agreement on its behalf as its attorney-in-fact, and consents to and agrees to be bound by the Pledge of the Pledged Debt Securities or the Pledged Applicable Ownership Interest in a Treasury Portfolio, as the case may be, underlying this Income PRIDES Certificate pursuant to the Pledge Agreement. The Holder, by its acceptance hereof, further covenants and agrees, that, to the extent and in the manner provided in the Purchase Contract Agreement and the Pledge Agreement, but subject to the terms thereof, payments in respect of the principal of the Pledged Debt Securities, or the portion of the Applicable Ownership Interest (as specified in clauses (1)(i) or 2(i) of the definition of such term) in the appropriate Treasury Portfolio, on the Purchase Contract Settlement Date shall be paid by the Collateral Agent to the Company in satisfaction of such Holder's obligations under such Purchase Contract and such Holder shall acquire no right, title or interest in such payments. The Holder of this Income PRIDES Certificate, by its acceptance hereof, covenants and agrees to treat itself as the owner, for United States federal, state and local income and franchise tax purposes, of the Debt Securities or the Applicable Ownership Interest in the appropriate Treasury Portfolio forming part of the Income PRIDES evidenced hereby. The Holder of this Income PRIDES Certificate, by its acceptance hereof, further covenants and agrees to treat the Debt Securities forming part of the Income PRIDES evidenced hereby as indebtedness of the Company for United States federal, state and local income and franchise tax purposes. Subject to certain exceptions, the provisions of the Purchase Contract Agreement may be amended with the consent of the Holders of a majority of the Purchase Contracts. In addition, certain amendments to the Purchase Contract Agreement may be made without any consent of the Holders as provided in the Purchase Contract Agreement. THE PURCHASE CONTRACTS SHALL FOR ALL PURPOSES BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. The Company and the Agent and any agent of the Company or the Agent may treat the Person in whose name this Income PRIDES Certificate is registered on the Income PRIDES Register as the owner of the Income PRIDES evidenced hereby for the purpose of receiving payments of interest payable quarterly on the Debt Securities receiving payments of Contract Adjustment Payments and any Deferred Contract Adjustment Payments, performance of the Purchase Contracts and for all other purposes whatsoever, whether or not any payments in respect thereof be overdue and notwithstanding any notice to the contrary, and neither the Company, the Agent nor any such agent shall be affected by notice to the contrary. The Purchase Contracts shall not, prior to the settlement thereof in accordance with the Purchase Contract Agreement, entitle the Holder to any of the rights of a holder of shares of Common Stock. A copy of the Purchase Contract Agreement is available for inspection at the offices of the Agent during regular business hours of the Agent. Unless the certificate of authentication hereon has been executed by the Agent by manual signature, this Income PRIDES Certificate shall not be entitled to any benefit under the Pledge Agreement or the Purchase Contract Agreement or be valid or obligatory for any purpose.Growth