Common use of REESTABLISHMENT OF PEPS UNITS Clause in Contracts

REESTABLISHMENT OF PEPS UNITS. A Holder of Treasury PEPS Units may recreate PEPS Units at any time prior to or on the seventh Business Day immediately preceding the Purchase Contract Settlement Date by: (1) depositing with the Securities Intermediary Senior Deferrable Notes, having an aggregate principal amount equal to the aggregate principal amount at maturity of the Treasury Securities comprising part of the Treasury PEPS Units; and (2) transferring the related Treasury PEPS Units to the Purchase Contract Agent accompanied by a notice to the Purchase Contract Agent, substantially in the form of Exhibit C hereto, (i) stating that the Holder has transferred the relevant amount of Senior Deferrable Notes to the Securities Intermediary and (ii) requesting that the Purchase Contract Agent instruct the Collateral Agent to release the Treasury Securities underlying such Treasury PEPS Units, whereupon the Purchase Contract Agent shall promptly give such instruction to the Collateral Agent, substantially in the form of Exhibit C to the Pledge Agreement. Upon receipt of the Senior Deferrable Notes described in clause (1) above and the instruction described in clause (2) above, in accordance with the terms of the Pledge Agreement, the Collateral Agent will cause the Securities Intermediary to effect the release of the Treasury Securities having a corresponding aggregate principal amount at maturity from the Pledge, free and clear of the Company's security interest therein, and the transfer to the Purchase Contract Agent on behalf of the Holder. Upon receipt thereof, the Purchase Contract Agent shall promptly: (i) cancel the related Treasury PEPS Units; (ii) transfer the Treasury Securities to the Holder; and (iii) authenticate, execute on behalf of such Holder and deliver a PEPS Units Certificate executed by the Company in accordance with Section 3.3 evidencing the same number of Purchase Contracts as were evidenced by the cancelled Treasury PEPS Units. Holders who elect to recreate PEPS Units shall be responsible for any fees or expenses payable to the Collateral Agent for its services as Collateral Agent in respect of the substitution, and the Company shall not be responsible for any such fees or expenses. Holders of Treasury PEPS Units may reestablish PEPS Units in integral multiples of 20 Treasury PEPS Units for 20 PEPS Units. Except as provided in this Section 3.14, for so long as the Purchase Contract underlying a Treasury PEPS Unit remains in effect, such Treasury PEPS Unit shall not be separable into its constituent parts and the rights and obligations of the Holder of such Treasury PEPS Unit in respect of the 1/20 of a Treasury Security and the Purchase Contract comprising such Treasury PEPS Unit may be acquired, and may be transferred and exchanged, only as a Treasury PEPS Unit.

REESTABLISHMENT OF PEPS UNITS. A Holder of Treasury PEPS Units may recreate PEPS Units at (a) At any time prior to or on the seventh Business Day immediately preceding the Purchase Contract Settlement Date Date, a Holder of Treasury PEPS Units shall have the right to reestablish PEPS Units by substitution of Senior Deferrable Notes or security entitlements thereto for Pledged Treasury Securities in integral multiples of 20 Treasury PEPS Units by: (1) depositing with transferring to the Securities Intermediary for credit to the Collateral Account Senior Deferrable Notes, Notes or security entitlements thereto having an aggregate a principal amount equal to the aggregate principal amount at maturity Value of the Pledged Treasury Securities comprising part to be released, accompanied by a notice, substantially in the form of the Treasury PEPS Units; and (2) transferring the related Treasury PEPS Units Exhibit C to the Purchase Contract Agent accompanied by a notice to Agreement, whereupon the Purchase Contract AgentAgent shall deliver to the Collateral Agent a notice, substantially in the form of Exhibit C hereto, (iA) stating that the such Holder has transferred Transferred Senior Deferrable Notes or security entitlements thereto to the relevant amount Securities Intermediary for credit to the Collateral Account and (B) requesting that the Collateral Agent release from the Pledge the Pledged Treasury Securities related to such Treasury PEPS Units; and (2) delivering the related Treasury PEPS Units to the Purchase Contract Agent. Upon receipt of such notice and confirmation that Senior Deferrable Notes or security entitlements thereto have been credited to the Collateral Account as described in such notice, the Collateral Agent shall instruct the Securities Intermediary by a notice in the form provided in Exhibit D hereto to release such Pledged Treasury Securities from the Pledge by Transfer to the Purchase Contract Agent for distribution to such Holder. (b) Upon credit to the Collateral Account of Senior Deferrable Notes to or security entitlements thereto, and receipt of the related instruction from the Collateral Agent, the Securities Intermediary shall release the applicable Pledged Treasury Securities and (ii) requesting that shall promptly Transfer the same to the Purchase Contract Agent instruct the Collateral Agent for distribution to release the Treasury Securities underlying such Treasury PEPS Units, whereupon the Purchase Contract Agent shall promptly give such instruction to the Collateral Agent, substantially in the form of Exhibit C to the Pledge Agreement. Upon receipt of the Senior Deferrable Notes described in clause (1) above and the instruction described in clause (2) above, in accordance with the terms of the Pledge Agreement, the Collateral Agent will cause the Securities Intermediary to effect the release of the Treasury Securities having a corresponding aggregate principal amount at maturity from the PledgeHolder, free and clear of the Company's any lien, pledge or security interest therein, and the transfer to the Purchase Contract Agent on behalf of the Holder. Upon receipt thereof, the Purchase Contract Agent shall promptly: (i) cancel the related Treasury PEPS Units; (ii) transfer the Treasury Securities to the Holder; and (iii) authenticate, execute on behalf of such Holder and deliver a PEPS Units Certificate executed by the Company in accordance with Section 3.3 evidencing the same number of Purchase Contracts as were evidenced by the cancelled Treasury PEPS Units. Holders who elect to recreate PEPS Units shall be responsible for any fees or expenses payable to the Collateral Agent for its services as Collateral Agent in respect of the substitution, and the Company shall not be responsible for any such fees or expenses. Holders of Treasury PEPS Units may reestablish PEPS Units in integral multiples of 20 Treasury PEPS Units for 20 PEPS Units. Except as provided in this Section 3.14, for so long as the Purchase Contract underlying a Treasury PEPS Unit remains in effect, such Treasury PEPS Unit shall not be separable into its constituent parts and the rights and obligations of the Holder of such Treasury PEPS Unit in respect of the 1/20 of a Treasury Security and the Purchase Contract comprising such Treasury PEPS Unit may be acquired, and may be transferred and exchanged, only as a Treasury PEPS Unitcreated hereby.

REESTABLISHMENT OF PEPS UNITS. A Holder of Treasury PEPS Units may recreate PEPS Units (a) So long as no Tax Event Redemption shall have occurred, and the Trust shall not have been dissolved and liquidated, at any time on or prior to or on the seventh Business Day immediately preceding _________________, 200__, a Holder of Treasury PEPS Units shall have the Purchase Contract Settlement Date right to reestablish PEPS Units by substitution of Preferred Securities or security entitlements with respect thereto for Pledged Treasury Securities in integral multiples of [40] Treasury PEPS Units by: (1) depositing with Transferring to the Securities Intermediary Senior Deferrable Notes, for credit to the Collateral Account Preferred Securities or security entitlements with respect thereto having an aggregate principal a liquidation amount equal to the aggregate principal amount at maturity Value of the Pledged Treasury Securities comprising part to be released, accompanied by a notice, substantially in the form of the Treasury PEPS Units; and (2) transferring the related Treasury PEPS Units Exhibit C to the Purchase Contract Agent accompanied by a notice to Agreement, whereupon the Purchase Contract AgentAgent shall deliver to the Collateral Agent a notice, substantially in the form of Exhibit C hereto, (i) stating that the such Holder has transferred Transferred Trust Preferred Securities or security entitlements with respect thereto to the relevant amount Securities Intermediary for credit to the Collateral Account and requesting that the Collateral Agent release from the Pledge the Pledged Treasury Securities related to such Treasury PEPS Units; and (2) Delivering the related Treasury PEPS Units to the Purchase Contract Agent. Upon receipt of such notice and confirmation that Preferred Securities or security entitlements thereto have been credited to the Collateral Account as described in such notice, the Collateral Agent shall instruct the Securities Intermediary by a notice in the form provided in Exhibit D to release such Pledged Treasury Securities from the Pledge by Transfer to the Purchase Contract Agent for distribution to such Holder, free and clear of any lien, pledge or security interest created hereby. (b) If a Tax Event Redemption has occurred and the Treasury Portfolio has become a component of the PEPS Units, a holder of a Treasury PEPS Unit shall not have the right to reestablish a PEPS Unit. (c) If no Tax Event Redemption shall have occurred, but the Trust shall have been dissolved and liquidated, and the Senior Deferrable Notes have become a component of the PEPS Units, at any time on or prior to the seventh Business Day immediately preceding _______________, 200__, a Holder of Treasury PEPS Units shall have the right to reestablish PEPS Units by substitution of Senior Deferrable Notes or security entitlements with respect thereto for Pledged Treasury Securities in integral multiples of [40] Treasury PEPS Units by: (1) Transferring to the Securities Intermediary and (ii) requesting that the Purchase Contract Agent instruct the Collateral Agent to release the Treasury Securities underlying such Treasury PEPS Units, whereupon the Purchase Contract Agent shall promptly give such instruction for credit to the Collateral AgentAccount Senior Deferrable Notes or security entitlements with respect thereto having a principal amount equal to the Value of the Pledged Treasury Securities to be released, accompanied by a notice, substantially in the form of Exhibit C to the Purchase Contract Agreement, whereupon the Purchase Contract Agent shall deliver to the Collateral Agent a notice, substantially in the form of Exhibit C hereto, stating that such Holder has Transferred the Senior Deferrable Notes or security entitlements with respect thereto to the Securities Intermediary for credit to the Collateral Account and requesting that the Collateral Agent release from the Pledge Agreementthe Pledged Treasury Securities related to such Treasury PEPS Units; and (2) delivering the related Treasury PEPS Units to the Purchase Contract Agent. Upon receipt of the such notice and confirmation that Senior Deferrable Notes or security entitlements with respect thereto have been credited to the Collateral Account as described in clause (1) above and the instruction described in clause (2) above, in accordance with the terms of the Pledge Agreementsuch notice, the Collateral Agent will cause shall instruct the Securities Intermediary by a notice in the form provided in Exhibit D to effect the release of the such Pledged Treasury Securities having a corresponding aggregate principal amount at maturity from Pledge by Transfer to the PledgePurchase Contract Agent for distribution to such Holder, free and clear of the Company's any lien, pledge or security interest thereincreated hereby. (d) Upon credit to the Collateral Account of Preferred Securities or security entitlements with respect thereto or Senior Deferrable Notes or security entitlements with respect thereto, as the case may be, delivered by a Holder of Treasury PEPS Units and receipt of the related instruction from the Collateral Agent, the Securities Intermediary shall release the Pledged Treasury Securities and shall promptly transfer the same to the Purchase Contract Agent on behalf for distribution to such Holder, free and clear of the Holder. Upon receipt thereofany lien, the Purchase Contract Agent shall promptly: (i) cancel the related Treasury PEPS Units; (ii) transfer the Treasury Securities to the Holder; and (iii) authenticate, execute on behalf of such Holder and deliver a PEPS Units Certificate executed by the Company in accordance with Section 3.3 evidencing the same number of Purchase Contracts as were evidenced by the cancelled Treasury PEPS Units. Holders who elect to recreate PEPS Units shall be responsible for any fees pledge or expenses payable to the Collateral Agent for its services as Collateral Agent in respect of the substitution, and the Company shall not be responsible for any such fees or expenses. Holders of Treasury PEPS Units may reestablish PEPS Units in integral multiples of 20 Treasury PEPS Units for 20 PEPS Units. Except as provided in this Section 3.14, for so long as the Purchase Contract underlying a Treasury PEPS Unit remains in effect, such Treasury PEPS Unit shall not be separable into its constituent parts and the rights and obligations of the Holder of such Treasury PEPS Unit in respect of the 1/20 of a Treasury Security and the Purchase Contract comprising such Treasury PEPS Unit may be acquired, and may be transferred and exchanged, only as a Treasury PEPS Unitsecurity interest created hereby.

REESTABLISHMENT OF PEPS UNITS. A Subject to the conditions set forth in this Agreement, a Holder of Treasury PEPS Units may recreate reestablish PEPS Units at any time (i) prior to or on the seventh Business Day immediately preceding the Purchase Contract Settlement Date ________________, 200_, by: (1) depositing with the Securities Intermediary Preferred Securities or Senior Deferrable Notes, as the case may be, having an aggregate liquidation amount (in the case of Preferred Securities) or aggregate principal amount (in the case of Senior Deferrable Notes), as the case may be, equal to the aggregate principal amount at maturity of the Treasury Securities comprising part of the Treasury PEPS Units; and (2) transferring the related Treasury PEPS Units to the Purchase Contract Agent accompanied by a notice to the Purchase Contract Agent, substantially in the form of Exhibit C hereto, (i) stating that the Holder has transferred the relevant amount of Preferred Securities or Senior Deferrable Notes Notes, as the case may be, to the Securities Intermediary and (ii) requesting that the Purchase Contract Agent instruct the Collateral Agent to release the Treasury Securities underlying such Treasury PEPS Units, whereupon the Purchase Contract Agent shall promptly give provide an instruction to such instruction effect to the Collateral Agent, substantially in the form of Exhibit C to the Pledge Agreement. Upon receipt of the Preferred Securities or the Senior Deferrable Notes Notes, as the case may be, described in clause (1) above and the instruction described in clause (2) above, in accordance with the terms of the Pledge Agreement, the Collateral Agent will cause the Securities Intermediary to effect the release of the Treasury Securities having a corresponding aggregate principal amount at maturity from the Pledge, free and clear of the Company's security interest therein, and the transfer to the Purchase Contract Agent on behalf of the Holder. Upon receipt thereof, the Purchase Contract Agent shall promptly: (i) cancel the related Treasury PEPS Units; (ii) transfer the Treasury Securities to the Holder; and (iii) authenticate, execute on behalf of such Holder and deliver a PEPS Units Certificate executed by the Company in accordance with Section 3.3 evidencing the same number of Purchase Contracts as were evidenced by the cancelled Treasury PEPS Units. Holders who elect to recreate reestablish PEPS Units shall be responsible for any fees or expenses payable to the Collateral Agent for its services as Collateral Agent in respect of the substitutionreestablishment, and the Company shall not be responsible for any such fees or expenses. Holders of Treasury PEPS Units may only reestablish PEPS Units in integral multiples of 20 [40] Treasury PEPS Units. If a Tax Event Redemption has occurred, Holders may no longer convert their Treasury PEPS Units for 20 into PEPS Units. Except as provided in this Section 3.14, for so long as the Purchase Contract underlying a Treasury PEPS Unit remains in effect, such Treasury PEPS Unit shall not be separable into its constituent parts and the rights and obligations of the Holder of such Treasury PEPS Unit in respect of the 1/20 [1/40] of a Treasury Security and the Purchase Contract comprising such Treasury PEPS Unit may be acquired, and may be transferred and exchanged, only as a Treasury PEPS Unit.

REESTABLISHMENT OF PEPS UNITS. A Subject to the conditions set forth in this Agreement, a Holder of Treasury PEPS Units may recreate reestablish PEPS Units at any time prior to or on the seventh Business Day immediately preceding the Purchase Contract Settlement Date Date, unless a Tax Event Redemption or a Successful Initial Remarketing has occurred, by: (1i) depositing with the Securities Intermediary Senior Deferrable Preferred Securities or Subordinated Notes, as the case may be, having an aggregate liquidation amount (in the case of Preferred Securities) or aggregate principal amount (in the case of Subordinated Notes), as the case may be, equal to the aggregate principal amount at maturity of the Treasury Securities comprising part of the Treasury PEPS Units; and (2ii) transferring the related Treasury PEPS Units to the Purchase Contract Agent accompanied by a notice to the Purchase Contract Agent, substantially in the form of Exhibit C hereto, (i) stating that the Holder has transferred the relevant amount of Senior Deferrable Notes Preferred Securities or Subordinated Notes, as the case may be, to the Securities Intermediary and (ii) requesting that the Purchase Contract Agent instruct the Collateral Agent to release the Treasury Securities underlying such Treasury PEPS Units, whereupon the Purchase Contract Agent shall promptly give provide an instruction to such instruction effect to the Collateral Agent, substantially in the form of Exhibit C to the Pledge Agreement. Upon receipt of the Senior Deferrable Notes Preferred Securities or the Subordinated Notes, as the case may be, described in clause (1i) above and the instruction described in clause (2ii) above, in accordance with the terms of the Pledge Agreement, the Collateral Agent will cause the Securities Intermediary to effect the release of the Treasury Securities having a corresponding aggregate principal amount at maturity from the Pledge, free and clear of the Company's security interest therein, and the transfer to the Purchase Contract Agent on behalf of the Holder. Upon receipt thereof, the Purchase Contract Agent shall promptly: (i) cancel the related Treasury PEPS Units; (ii) transfer the Treasury Securities to the Holder; and (iii) authenticate, execute on behalf of such Holder and deliver a PEPS Units Certificate executed by the Company in accordance with Section 3.3 evidencing the same number of Purchase Contracts as were evidenced by the cancelled Treasury PEPS Units. Holders who elect to recreate PEPS Units shall be responsible for any fees or expenses payable to the Collateral Agent for its services as Collateral Agent in respect of the substitution, and the Company shall not be responsible for any such fees or expenses. Holders of Treasury PEPS Units may reestablish PEPS Units in integral multiples of 20 Treasury PEPS Units for 20 PEPS Units. Except as provided in this Section 3.14, for so long as the Purchase Contract underlying a Treasury PEPS Unit remains in effect, such Treasury PEPS Unit shall not be separable into its constituent parts and the rights and obligations of the Holder of such Treasury PEPS Unit in respect of the 1/20 of a Treasury Security and the Purchase Contract comprising such Treasury PEPS Unit may be acquired, and may be transferred and exchanged, only as a Treasury PEPS Unit.of

REESTABLISHMENT OF PEPS UNITS. A Holder (a) So long as the Trust shall not have been dissolved and liquidated and so long as the Treasury Portfolio has not replaced the Treasury Securities as a component of the Treasury PEPS Units may recreate PEPS Units as a result of a Successful Initial Remarketing or a Tax Event Redemption, at any time on or prior to or on the seventh Business Day immediately preceding the Purchase Contract Settlement Date Date, a Holder of Treasury PEPS Units shall have the right to reestablish PEPS Units by substitution of Preferred Securities or security entitlements with respect thereto, for Pledged Treasury Securities or security entitlements with respect thereto in integral multiples of 40 Treasury PEPS Units by: (1) depositing with Transferring to the Securities Intermediary Senior Deferrable Notes, for credit to the Collateral Account Preferred Securities or security entitlements with respect thereto having an aggregate principal a liquidation amount equal to the aggregate principal amount at maturity Value of the Pledged Treasury Securities comprising part to be released, accompanied by a notice, substantially in the form of the Treasury PEPS Units; and (2) transferring the related Treasury PEPS Units Exhibit C to the Purchase Contract Agent accompanied by a notice to Agreement, and all applicable fees whereupon the Purchase Contract AgentAgent shall deliver to the Collateral Agent a notice, substantially in the form of Exhibit C hereto, (i) stating that the such Holder has transferred the relevant amount of Senior Deferrable Notes Transferred Trust Preferred Securities or security entitlements with respect thereto, to the Securities Intermediary for credit to the Collateral Account and (ii) requesting that the Collateral Agent release from the Pledge the Pledged Treasury Securities related to such Treasury PEPS Units; and (2) Delivering the related Treasury PEPS Units to the Purchase Contract Agent. Upon receipt of such notice and confirmation that Preferred Securities or security entitlements thereto have been credited to the Collateral Account as described in such notice, the Collateral Agent shall instruct the Securities Intermediary by a notice in the form provided in Exhibit D hereto to release such Pledged Treasury Securities from the Pledge by Transfer to the Purchase Contract Agent instruct the Collateral Agent for distribution to release the Treasury Securities underlying such Treasury PEPS Units, whereupon the Purchase Contract Agent shall promptly give such instruction to the Collateral Agent, substantially in the form of Exhibit C to the Pledge Agreement. Upon receipt of the Senior Deferrable Notes described in clause (1) above and the instruction described in clause (2) above, in accordance with the terms of the Pledge Agreement, the Collateral Agent will cause the Securities Intermediary to effect the release of the Treasury Securities having a corresponding aggregate principal amount at maturity from the PledgeHolder, free and clear of the Company's any lien, pledge or security interest thereincreated hereby. (b) If no Tax Event Redemption shall have occurred, but the Trust shall have been dissolved and liquidated, and the transfer Subordinated Notes have become a component of the PEPS Units, at any time on or prior to the seventh Business Day immediately preceding the Purchase Contract Agent on behalf of the Holder. Upon receipt thereofSettlement Date, the Purchase Contract Agent shall promptly: (i) cancel the related Treasury PEPS Units; (ii) transfer the Treasury Securities to the Holder; and (iii) authenticate, execute on behalf of such a Holder and deliver a PEPS Units Certificate executed by the Company in accordance with Section 3.3 evidencing the same number of Purchase Contracts as were evidenced by the cancelled Treasury PEPS Units. Holders who elect to recreate PEPS Units shall be responsible for any fees or expenses payable to the Collateral Agent for its services as Collateral Agent in respect of the substitution, and the Company shall not be responsible for any such fees or expenses. Holders of Treasury PEPS Units may shall have the right to reestablish PEPS Units by substitution of Subordinated Notes or security entitlements with respect thereto for Pledged Treasury Securities in integral multiples of 20 40 Treasury PEPS Units by: (1) Transferring to the Securities Intermediary for 20 PEPS Units. Except as provided in this Section 3.14, for so long as credit to the Purchase Contract underlying a Treasury PEPS Unit remains in effect, such Treasury PEPS Unit shall not be separable into its constituent parts and the rights and obligations of the Holder of such Treasury PEPS Unit in Collateral Account Subordinated Notes or security entitlements with respect of the 1/20 of a Treasury Security and the Purchase Contract comprising such Treasury PEPS Unit may be acquired, and may be transferred and exchanged, only as a Treasury PEPS Unit.thereto having a

REESTABLISHMENT OF PEPS UNITS. A Subject to the conditions set forth in this Agreement, a Holder of Treasury PEPS Units may recreate reestablish PEPS Units at any time (i) prior to or on the seventh Business Day immediately preceding the Purchase Contract Settlement Date August 18, 2003, by: (1) depositing with the Securities Intermediary Senior Preferred Securities or Subordinated Deferrable Notes, as the case may be, having an aggregate liquidation amount (in the case of Preferred Securities) or aggregate principal amount (in the case of Subordinated Deferrable Notes), as the case may be, equal to the aggregate principal amount at maturity of the Treasury Securities comprising part of the Treasury PEPS Units; and (2) transferring the related Treasury PEPS Units to the Purchase Contract Agent accompanied by a notice to the Purchase Contract Agent, substantially in the form of Exhibit C hereto, (i) stating that the Holder has transferred the relevant amount of Senior Preferred Securities or Subordinated Deferrable Notes Notes, as the case may be, to the Securities Intermediary and (ii) requesting that the Purchase Contract Agent instruct the Collateral Agent to release the Treasury Securities underlying such Treasury PEPS Units, whereupon the Purchase Contract Agent shall promptly give provide an instruction to such instruction effect to the Collateral Agent, substantially in the form of Exhibit C to the Pledge Agreement. Upon receipt of the Senior Preferred Securities or the Subordinated Deferrable Notes Notes, as the case may be, described in clause (1) above and the instruction described in clause (2) above, in accordance with the terms of the Pledge Agreement, the Collateral Agent will cause the Securities Intermediary to effect the release of the Treasury Securities having a corresponding aggregate principal amount at maturity from the Pledge, free and clear of the Company's security interest therein, and the transfer to the Purchase Contract Agent on behalf of the Holder. Upon receipt thereof, the Purchase Contract Agent shall promptly: (i) cancel the related Treasury PEPS Units; (ii) transfer the Treasury Securities to the Holder; and (iii) authenticate, execute on behalf of such Holder and deliver a PEPS Units Certificate executed by the Company in accordance with Section 3.3 3.03 evidencing the same number of Purchase Contracts as were evidenced by the cancelled Treasury PEPS Units. Holders who elect to recreate reestablish PEPS Units shall be responsible for any fees or expenses payable to the Collateral Agent for its services as Collateral Agent in respect of the substitutionreestablishment, and the Company shall not be responsible for any such fees or expenses. Holders of Treasury PEPS Units may only reestablish PEPS Units in integral multiples of 20 40 Treasury PEPS Units. If a Tax Event Redemption has occurred, Holders may no longer convert their Treasury PEPS Units for 20 into PEPS Units. Except as provided in this Section 3.14, for so long as the Purchase Contract underlying a Treasury PEPS Unit remains in effect, such Treasury PEPS Unit shall not be separable into its constituent parts and the rights and obligations of the Holder of such Treasury PEPS Unit in respect of the 1/20 1/40 of a Treasury Security and the Purchase Contract comprising such Treasury PEPS Unit may be acquired, and may be transferred and exchanged, only as a Treasury PEPS Unit.

REESTABLISHMENT OF PEPS UNITS. A Subject to the conditions set forth in this Agreement, a Holder of Treasury PEPS Units may recreate reestablish PEPS Units at any time (i) prior to or on the seventh Business Day immediately preceding the Purchase Contract Settlement Date ________________, 200_, by: (1) depositing with the Securities Intermediary Preferred Securities or Senior Deferrable Notes, as the case may be, having an aggregate liquidation amount (in the case of Preferred Securities) or aggregate principal amount (in the case of Senior Deferrable Notes), as the case may be, equal to the aggregate principal amount at maturity of the Treasury Securities comprising part of the Treasury PEPS Units; and (2) transferring the related Treasury PEPS Units to the Purchase Contract Agent accompanied by a notice to the Purchase Contract Agent, substantially in the form of Exhibit C hereto, (i) stating that the Holder has transferred the relevant amount of Preferred Securities or Senior Deferrable Notes Notes, as the case may be, to the Securities Intermediary and (ii) requesting that the Purchase Contract Agent instruct the Collateral Agent to release the Treasury Securities underlying such Treasury PEPS Units, whereupon the Purchase Contract Agent shall promptly give provide an instruction to such instruction effect to the Collateral Agent, substantially in the form of Exhibit C to the Pledge Agreement. Upon receipt of the Preferred Securities or the Senior Deferrable Notes Notes, as the case may be, described in clause (1) above and the instruction described in clause (2) above, in accordance with the terms of the Pledge Agreement, the Collateral Agent will cause the Securities Intermediary to effect the release of the Treasury Securities having a corresponding aggregate principal amount at maturity from the Pledge, free and clear of the Company's security interest therein, and the transfer to the Purchase Contract Agent on behalf of the Holder. Upon receipt thereof, the Purchase Contract Agent shall promptly: (i) cancel the related Treasury PEPS Units; (ii) transfer the Treasury Securities to the Holder; and (iii) authenticate, execute on behalf of such Holder and deliver a PEPS Units Certificate executed by the Company in accordance with Section 3.3 evidencing the same number of Purchase Contracts as were evidenced by the cancelled Treasury PEPS Units. Holders who elect to recreate PEPS Units shall be responsible for any fees or expenses payable to the Collateral Agent for its services as Collateral Agent in respect of the substitution, and the Company shall not be responsible for any such fees or expenses. Holders of Treasury PEPS Units may reestablish PEPS Units in integral multiples of 20 Treasury PEPS Units for 20 PEPS Units. Except as provided in this Section 3.14, for so long as the Purchase Contract underlying a Treasury PEPS Unit remains in effect, such Treasury PEPS Unit shall not be separable into its constituent parts and the rights and obligations of the Holder of such Treasury PEPS Unit in respect of the 1/20 of a Treasury Security and the Purchase Contract comprising such Treasury PEPS Unit may be acquired, and may be transferred and exchanged, only as a Treasury PEPS Unit.

REESTABLISHMENT OF PEPS UNITS. A Subject to the conditions set forth in this Agreement, Holder of Treasury PEPS Units may recreate reestablish PEPS Units at any time (i) prior to or on the seventh Business Day immediately preceding the Purchase Contract Settlement Date November 16, 2002, by: (1i) depositing with the Securities Intermediary Preferred Securities or the Senior Deferrable Notes, as the case may be, having an aggregate liquidation amount in the case of Preferred Securities or aggregate principal amount in the case of Senior Deferrable Notes, as the case may be, equal to the aggregate principal amount at maturity of the Treasury Securities comprising part of the Treasury PEPS Units; and (2ii) transferring the related Treasury PEPS Units to the Purchase Contract Agent accompanied by a notice to the Purchase Contract Agent, substantially in the form of Exhibit C hereto, (i) stating that the Holder has transferred the relevant amount of Preferred Securities or the Senior Deferrable Notes Notes, as the case may be, to the Securities Intermediary and (ii) requesting that the Purchase Contract Agent instruct the Collateral Agent to release the Treasury Securities underlying such Treasury PEPS Units, whereupon the Purchase Contract Agent shall promptly give such instruction to the Collateral Agent, substantially in the form of Exhibit C to the Pledge Agreement. Upon receipt of the Preferred Securities or the Senior Deferrable Notes Notes, as the case may be, described in clause (1) above and the instruction described in clause (2) above, in accordance with the terms of the Pledge Agreement, the Collateral Agent will cause the Securities Intermediary to effect the release of the Treasury Securities having a corresponding aggregate principal amount at maturity from the Pledge, free and clear of the Company's security interest therein, and the transfer to the Purchase Contract Agent on behalf of the Holder. Upon receipt thereof, the Purchase Contract Agent shall promptly: (i) cancel the related Treasury PEPS Units; (ii) transfer the Treasury Securities to the Holder; and (iii) authenticate, execute on behalf of such Holder and deliver a PEPS Units Certificate executed by the Company in accordance with Section 3.3 evidencing the same number of Purchase Contracts as were evidenced by the cancelled Treasury PEPS Units. Holders who elect to recreate PEPS Units shall be responsible for any fees or expenses payable to the Collateral Agent for its services as Collateral Agent in respect of the substitution, and the Company shall not be responsible for any such fees or expenses. Holders of Treasury PEPS Units may only reestablish PEPS Units in integral multiples of 20 40 Treasury PEPS Units. If a Tax Event Redemption has occurred, Holders may no longer convert their Treasury PEPS Units for 20 into PEPS Units. Except as provided in this Section 3.14, for so long as the Purchase Contract underlying a Treasury PEPS Unit remains in effect, such Treasury PEPS Unit shall not be separable into its constituent parts and the rights and obligations of the Holder of such Treasury PEPS Unit in respect of the 1/20 1/40 of a Treasury Security and the Purchase Contract comprising such Treasury PEPS Unit may be acquired, and may be transferred and exchanged, only as a Treasury PEPS Unit.

REESTABLISHMENT OF PEPS UNITS. A Holder of Treasury PEPS Units may recreate PEPS Units (a) So long as no Tax Event Redemption shall have occurred, and the Trust shall not have been liquidated, at any time on or prior to or on the seventh Business Day immediately preceding August 16, 2002, a Holder of Treasury PEPS Units shall have the Purchase Contract Settlement Date right to reestablish PEPS Units by substitution of Preferred Securities or security entitlements thereto for Pledged Treasury Securities in integral multiples of 40 Treasury PEPS Units by: (1) depositing with Transferring to the Securities Intermediary Senior Deferrable Notes, for credit to the Collateral Account Preferred Securities or security entitlements thereto having an aggregate principal a liquidation amount equal to the aggregate principal amount at maturity Value of the Pledged Treasury Securities comprising part to be released, accompanied by a notice, substantially in the form of Exhibit C to the Purchase Contract Agreement, whereupon the Purchase Contract Agent shall deliver to the Collateral Agent a notice, substantially in the form of Exhibit C hereto, stating that such Holder has Transferred Trust Preferred Securities or security entitlements thereto to the Securities Intermediary for credit to the Collateral Account and requesting that the Collateral Agent release from the Pledge the Pledged Treasury Securities related to such Treasury PEPS Units; and (2) transferring Delivering the related Treasury PEPS Units to the Purchase Contract Agent accompanied Upon receipt of such notice and confirmation that Preferred Securities or security entitlements thereto have been credited to the Collateral Account as described in such notice, the Collateral Agent shall instruction the Securities Intermediary by a notice in the form provided in Exhibit D to release such Pledged Treasury Securities from the Pledge by Transfer to the Purchase Contract AgentAgent for distribution to such Holder. (b) If a Tax Event Redemption has occurred and the Treasury Portfolio has become a component of the PEPS Units, a holder of a Treasury PEPS Unit shall not have the right to reestablish a PEPS Unit. (c) If no Tax Event Redemption shall have occurred, but the Trust shall have been liquidated, and the Debentures have become a component of the PEPS Units, at any time on or prior to the seventh Business Day immediately preceding August 16, 2002, a Holder of Treasury PEPS Units shall have the right to reestablish PEPS Units by substitution of Debentures or security entitlements thereto for Pledged Treasury Securities in integral multiples of 40 Treasury PEPS Units by: (1) Transferring to the Securities Intermediary for credit to the Collateral Account Debentures or security entitlements thereto having a principal amount equal to the Value of the Pledged Securities to be released, accompanied by a notice, substantially in the form of Exhibit C to the Purchase Contract Agreement, whereupon the Purchase Contract Agent shall deliver to the Collateral Agent a notice, substantially in the form of Exhibit C hereto, (i) stating that the such Holder has transferred Transferred the relevant amount of Senior Deferrable Notes Debentures or security entitlements thereto to the Securities Intermediary for credit to the Collateral Account and (ii) requesting that the Purchase Contract Agent instruct the Collateral Agent to release from the Pledge the Pledged Treasury Securities underlying related to such Treasury PEPS Units, whereupon the Purchase Contract Agent shall promptly give such instruction to the Collateral Agent, substantially in the form of Exhibit C to the Pledge Agreement. Upon receipt of the Senior Deferrable Notes described in clause (1) above and the instruction described in clause ; and (2) above, in accordance with delivering the terms of the Pledge Agreement, the Collateral Agent will cause the Securities Intermediary to effect the release of the related Treasury Securities having a corresponding aggregate principal amount at maturity from the Pledge, free and clear of the Company's security interest therein, and the transfer PEPS Units to the Purchase Contract Agent on behalf of the Holder. Upon receipt thereof, the Purchase Contract Agent shall promptly: (i) cancel the related Treasury PEPS Units; (ii) transfer the Treasury Securities to the Holder; and (iii) authenticate, execute on behalf of such Holder and deliver a PEPS Units Certificate executed by the Company in accordance with Section 3.3 evidencing the same number of Purchase Contracts as were evidenced by the cancelled Treasury PEPS Units. Holders who elect to recreate PEPS Units shall be responsible for any fees or expenses payable to the Collateral Agent for its services as Collateral Agent in respect of the substitution, and the Company shall not be responsible for any such fees or expenses. Holders of Treasury PEPS Units may reestablish PEPS Units in integral multiples of 20 Treasury PEPS Units for 20 PEPS Units. Except as provided in this Section 3.14, for so long as the Purchase Contract underlying a Treasury PEPS Unit remains in effect, such Treasury PEPS Unit shall not be separable into its constituent parts and the rights and obligations of the Holder of such Treasury PEPS Unit in respect of the 1/20 of a Treasury Security and the Purchase Contract comprising such Treasury PEPS Unit may be acquired, and may be transferred and exchanged, only as a Treasury PEPS UnitAgent.

REESTABLISHMENT OF PEPS UNITS. A Holder of Treasury PEPS Units may recreate PEPS Units at any time (i) prior to or on the seventh Business Day immediately preceding the Purchase Contract Settlement Date ____________________ by: (1i) depositing with the Securities Intermediary Senior Deferrable NotesPreferred Securities or the Debentures, as the case may be, having an aggregate liquidation amount in the case of Preferred Securities or aggregate principal amount in the case of Debentures, as the case may be, equal to the aggregate principal amount at maturity of the Treasury Securities comprising part of the Treasury PEPS Units; and (2ii) transferring the related Treasury PEPS Units to the Purchase Contract Agent accompanied by a notice to the Purchase Contract Agent, substantially in the form of Exhibit C hereto, (i) stating that the Holder has transferred the relevant amount of Senior Deferrable Notes Preferred Securities or the Debentures, as the case may be, to the Securities Intermediary and (ii) requesting that the Purchase Contract Agent instruct the Collateral Agent to release the Treasury Securities underlying such Treasury PEPS Units, whereupon the Purchase Contract Agent shall promptly give such instruction to the Collateral Agent, substantially in the form of Exhibit C to the Pledge Agreement. Upon receipt of the Senior Deferrable Notes Preferred Securities or the Debentures, as the case may be, described in clause (1) above and the instruction described in clause (2) above, in accordance with the terms of the Pledge Agreement, the Collateral Agent will cause the Securities Intermediary to effect the release of the Treasury Securities having a corresponding aggregate principal amount at maturity from the Pledge, free and clear of the Company's security interest therein, and the transfer to the Purchase Contract Agent on behalf of the Holder. Upon receipt thereof, the Purchase Contract Agent shall promptly: (i) cancel the related Treasury PEPS Units; (ii) transfer the Treasury Securities to the Holder; and (iii) authenticate, execute on behalf of such Holder and deliver a PEPS Units Certificate executed by the Company in accordance with Section 3.3 evidencing the same number of Purchase Contracts as were evidenced by the cancelled Treasury PEPS Units. Holders who elect to recreate PEPS Units shall be responsible for any fees or expenses payable to the Collateral Agent for its services as Collateral Agent in respect of the substitution, and the Company shall not be responsible for any such fees or expenses. Holders of Treasury PEPS Units may reestablish PEPS Units in integral multiples of 20 Treasury PEPS Units for 20 PEPS Units. Except as provided in this Section 3.14, for so long as the Purchase Contract underlying a Treasury PEPS Unit remains in effect, such Treasury PEPS Unit shall not be separable into its constituent parts and the rights and obligations of the Holder of such Treasury PEPS Unit in respect of the 1/20 of a Treasury Security and the Purchase Contract comprising such Treasury PEPS Unit may be acquired, and may be transferred and exchanged, only as a Treasury PEPS Unit.

REESTABLISHMENT OF PEPS UNITS. A Subject to the conditions set forth in this Agreement, a Holder of Treasury PEPS Units may recreate reestablish PEPS Units at any time (i) prior to or on the seventh Business Day immediately preceding the Purchase Contract Settlement Date August 18, 2003, by: (1) depositing with the Securities Intermediary Preferred Securities or Senior Deferrable Notes, as the case may be, having an aggregate liquidation amount (in the case of Preferred Securities) or aggregate principal amount (in the case of Senior Deferrable Notes), as the case may be, equal to the aggregate principal amount at maturity of the Treasury Securities comprising part of the Treasury PEPS Units; and (2) transferring the related Treasury PEPS Units to the Purchase Contract Agent accompanied by a notice to the Purchase Contract Agent, substantially in the form of Exhibit C hereto, (i) stating that the Holder has transferred the relevant amount of Preferred Securities or Senior Deferrable Notes Notes, as the case may be, to the Securities Intermediary and (ii) requesting that the Purchase Contract Agent instruct the Collateral Agent to release the Treasury Securities underlying such Treasury PEPS Units, whereupon the Purchase Contract Agent shall promptly give provide an instruction to such instruction effect to the Collateral Agent, substantially in the form of Exhibit C to the Pledge Agreement. Upon receipt of the Preferred Securities or the Senior Deferrable Notes Notes, as the case may be, described in clause (1) above and the instruction described in clause (2) above, in accordance with the terms of the Pledge Agreement, the Collateral Agent will cause the Securities Intermediary to effect the release of the Treasury Securities having a corresponding aggregate principal amount at maturity from the Pledge, free and clear of the Company's security interest therein, and the transfer to the Purchase Contract Agent on behalf of the Holder. Upon receipt thereof, the Purchase Contract Agent shall promptly: (i) cancel the related Treasury PEPS Units; (ii) transfer the Treasury Securities to the Holder; and (iii) authenticate, execute on behalf of such Holder and deliver a PEPS Units Certificate executed by the Company in accordance with Section 3.3 3.03 evidencing the same number of Purchase Contracts as were evidenced by the cancelled Treasury PEPS Units. Holders who elect to recreate reestablish PEPS Units shall be responsible for any fees or expenses payable to the Collateral Agent for its services as Collateral Agent in respect of the substitutionreestablishment, and the Company shall not be responsible for any such fees or expenses. Holders of Treasury PEPS Units may only reestablish PEPS Units in integral multiples of 20 40 Treasury PEPS Units. If a Tax Event Redemption has occurred, Holders may no longer convert their Treasury PEPS Units for 20 into PEPS Units. Except as provided in this Section 3.14, for so long as the Purchase Contract underlying a Treasury PEPS Unit remains in effect, such Treasury PEPS Unit shall not be separable into its constituent parts and the rights and obligations of the Holder of such Treasury PEPS Unit in respect of the 1/20 1/40 of a Treasury Security and the Purchase Contract comprising such Treasury PEPS Unit may be acquired, and may be transferred and exchanged, only as a Treasury PEPS Unit.

REESTABLISHMENT OF PEPS UNITS. A Holder of Treasury PEPS Units may recreate PEPS Units (a) So long as no Tax Event Redemption shall have occurred, and the Trust shall not have been dissolved and liquidated, at any time on or prior to or on the seventh Business Day immediately preceding November 16, 2002, a Holder of Treasury PEPS Units shall have the Purchase Contract Settlement Date right to reestablish PEPS Units by substitution of Preferred Securities or security entitlements thereto for Pledged Treasury Securities in integral multiples of 40 Treasury PEPS Units by: (1) depositing with Transferring to the Securities Intermediary Senior Deferrable Notes, for credit to the Collateral Account Preferred Securities or security entitlements thereto having an aggregate principal a liquidation amount equal to the aggregate principal amount at maturity Value of the Pledged Treasury Securities comprising part to be released, accompanied by a notice, substantially in the form of Exhibit C to the Purchase Contract Agreement, whereupon the Purchase Contract Agent shall deliver to the Collateral Agent a notice, substantially in the form of Exhibit C hereto, stating that such Holder has Transferred Trust Preferred Securities or security entitlements thereto to the Securities Intermediary for credit to the Collateral Account and requesting that the Collateral Agent release from the Pledge the Pledged Treasury Securities related to such Treasury PEPS Units; and (2) transferring Delivering the related Treasury PEPS Units to the Purchase Contract Agent accompanied Upon receipt of such notice and confirmation that Preferred Securities or security entitlements thereto have been credited to the Collateral Account as described in such notice, the Collateral Agent shall instruct the Securities Intermediary by a notice in the form provided in Exhibit D to release such Pledged Treasury Securities from the Pledge by Transfer to the Purchase Contract AgentAgent for distribution to such Holder, free and clear of any lien, pledge or security interest created hereby. (b) If a Tax Event Redemption has occurred and the Treasury Portfolio has become a component of the PEPS Units, a holder of a Treasury PEPS Unit shall not have the right to reestablish a PEPS Unit. (c) If no Tax Event Redemption shall have occurred, but the Trust shall have been dissolved and liquidated, and the Senior Deferrable Notes have become a component of the PEPS Units, at any time on or prior to the seventh Business Day immediately preceding November 16, 2002, a Holder of Treasury PEPS Units shall have the right to reestablish PEPS Units by substitution of Senior Deferrable Notes or security entitlements thereto for Pledged Treasury Securities in integral multiples of 40 Treasury PEPS Units by: (1) Transferring to the Securities Intermediary for credit to the Collateral Account Senior Deferrable Notes or security entitlements thereto having a principal amount equal to the Value of the Pledged Treasury Securities to be released, accompanied by a notice, substantially in the form of Exhibit C to the Purchase Contract Agreement, whereupon the Purchase Contract Agent shall deliver to the Collateral Agent a notice, substantially in the form of Exhibit C hereto, (i) stating that the such Holder has transferred Transferred the relevant amount of Senior Deferrable Notes or security entitlements thereto to the Securities Intermediary for credit to the Collateral Account and (ii) requesting that the Collateral Agent release from the Pledge the Pledged Treasury Securities related to such Treasury PEPS Units; and (2) delivering the related Treasury PEPS Units to the Purchase Contract Agent. Upon receipt of such notice and confirmation that Senior Deferrable Notes or security entitlements thereto have been credited to the Collateral Account as described in such notice, the Collateral Agent shall instruct the Securities Intermediary by a notice in the form provided in Exhibit D to release such Pledged Treasury Securities from Pledge by Transfer to the Purchase Contract Agent instruct the Collateral Agent for distribution to release the Treasury Securities underlying such Treasury PEPS Units, whereupon the Purchase Contract Agent shall promptly give such instruction to the Collateral Agent, substantially in the form of Exhibit C to the Pledge Agreement. Upon receipt of the Senior Deferrable Notes described in clause (1) above and the instruction described in clause (2) above, in accordance with the terms of the Pledge Agreement, the Collateral Agent will cause the Securities Intermediary to effect the release of the Treasury Securities having a corresponding aggregate principal amount at maturity from the PledgeHolder, free and clear of the Company's any lien, pledge or security interest thereincreated hereby. (d) Upon credit to the Collateral Account of Preferred Securities or security entitlements thereto or Senior Deferrable Notes or security entitlements thereto, as the case may be, delivered by a Holder of Treasury PEPS Units and receipt of the related instruction from the Collateral Agent, the Securities Intermediary shall release the Pledged Treasury Securities and shall promptly transfer the same to the Purchase Contract Agent on behalf for distribution to such Holder, free and clear of the Holder. Upon receipt thereofany lien, the Purchase Contract Agent shall promptly: (i) cancel the related Treasury PEPS Units; (ii) transfer the Treasury Securities to the Holder; and (iii) authenticate, execute on behalf of such Holder and deliver a PEPS Units Certificate executed by the Company in accordance with Section 3.3 evidencing the same number of Purchase Contracts as were evidenced by the cancelled Treasury PEPS Units. Holders who elect to recreate PEPS Units shall be responsible for any fees pledge or expenses payable to the Collateral Agent for its services as Collateral Agent in respect of the substitution, and the Company shall not be responsible for any such fees or expenses. Holders of Treasury PEPS Units may reestablish PEPS Units in integral multiples of 20 Treasury PEPS Units for 20 PEPS Units. Except as provided in this Section 3.14, for so long as the Purchase Contract underlying a Treasury PEPS Unit remains in effect, such Treasury PEPS Unit shall not be separable into its constituent parts and the rights and obligations of the Holder of such Treasury PEPS Unit in respect of the 1/20 of a Treasury Security and the Purchase Contract comprising such Treasury PEPS Unit may be acquired, and may be transferred and exchanged, only as a Treasury PEPS Unitsecurity interest created hereby.