Common use of Remarketing; Application of Proceeds; Settlement Clause in Contracts

Remarketing; Application of Proceeds; Settlement. (a) The Collateral Agent shall notify, not later than 10:00 a.m., New York City time, on the third Business Day preceding the Initial Remarketing Date or the first day of any subsequent Remarketing Period, as applicable, the Remarketing Agent of the aggregate number of Pledged Notes to be remarketed. The Collateral Agent shall, not later than 10:00 a.m., New York City time, on the third Business Day immediately preceding the Initial Remarketing Date or the first day of any subsequent Remarketing Period, as applicable, without any instruction from Holders of Equity Security Units, Transfer the Pledged Notes to the Remarketing Agent for remarketing. Upon the occurrence of a successful remarketing, the Remarketing Agent will deliver the Treasury Consideration purchased from the proceeds of the successful remarketing attributable to the Pledged Notes to the Purchase Contract Agent, which shall thereupon deliver such Treasury Consideration to the Collateral Agent. Upon receipt of such Treasury Consideration from the Purchase Contract Agent, the Collateral Agent, for the benefit of the Company, shall thereupon hold in the Collateral Account such Treasury Consideration to secure such Equity Security Units Holders' obligations under the Purchase Contracts and to fund the quarterly payment due to Equity Security Units Holders on the Stock Purchase Date in an amount equal to the quarterly interest payment on the Notes, calculated at the initial annual interest rate. On the Stock Purchase Date, the Collateral Agent shall, at the direction of the Company, (i) apply that portion of the payments received in respect of the Pledged Treasury Consideration equal to the aggregate Stated Amount of the related Equity Security Units to satisfy in full the obligations of such Equity Security Units Holders to pay the Purchase Price under the related Purchase Contracts and (ii) apply the remaining portion to pay the quarterly payment due to Equity Security Units Holders on such Stock Purchase Date in an amount equal to the quarterly interest payment on the Notes, calculated at the initial annual interest rate.

Remarketing; Application of Proceeds; Settlement. (a) The Collateral Pursuant to the Purchase Contract Agreement, the Purchase Contract Agent shall notify, not later than by 10:00 a.m., New York City time, on the third Business Day preceding the Initial Remarketing Date or the first day of any subsequent Subsequent Remarketing PeriodDate, as applicablethe case may be, the Remarketing Agent and the Collateral Agent of the aggregate number principal amount of Pledged Notes comprising part of Normal Units to be remarketed. The Collateral Agent shall, not later than by 10:00 a.m., New York City time, on the third Business Day immediately preceding the Initial Remarketing Date or the first day of any subsequent Remarketing Period or any Subsequent Remarketing Period, as applicablethe case may be, without any instruction from Holders of Equity Security Normal Units, Transfer deliver the Pledged Notes to be remarketed to the Remarketing Agent for remarketing. Upon After deducting as the occurrence remarketing fee an amount not exceeding 25 basis points (.25%) of a successful remarketingthe total proceeds of such remarketing of Pledged Notes, the Remarketing Agent will deliver the Agent-purchased Treasury Consideration (as defined in the Purchase Contract Agreement) purchased from the proceeds of the successful remarketing attributable to the Pledged Notes to the Purchase Contract Agent, which shall thereupon deliver such Agent-purchased Treasury Consideration to the Collateral Agent. Upon receipt of such the Agent-purchased Treasury Consideration from the Purchase Contract AgentAgent following a successful remarketing, (i) the Collateral Agent, for the benefit of the Company, shall thereupon hold in the Collateral Account such Agent-Purchased Treasury Consideration to secure such Equity Security Normal Units Holders' obligations under the Purchase Contracts and to fund the quarterly interest payment due to Equity Security Normal Units Holders on the Stock Purchase Date in an amount equal Date, and (ii) the remaining portion, if any, of the proceeds of such successful remarketing shall be distributed by the Remarketing Agent to the quarterly interest Purchase Contract Agent for payment on the Notes, calculated at the initial annual interest rateto such Normal Units Holders participating in such remarketing. On the Stock Purchase Date, the Collateral Agent shall, at the direction of the Company, (i) shall apply that portion of the payments received in respect of the Pledged Treasury Consideration equal to the aggregate Stated Amount of the related Equity Security Normal Units to satisfy in full the obligations of such Equity Security Normal Units Holders to pay the Purchase Price under the related Purchase Contracts and (ii) apply the remaining portion to pay the quarterly interest payment due to Equity Security Normal Units Holders on such Stock Purchase Date Date, which such quarterly interest payment shall be paid on the Pledged Notes in an amount equal to the Coupon Rate for such quarterly interest payment on the Notes, calculated at the initial annual interest ratepayment.

Remarketing; Application of Proceeds; Settlement. (a) The Collateral Pursuant to the Purchase Contract Agreement, the Purchase Contract Agent shall notify, not later than by 10:00 a.m., New York City time, on the third Business Day preceding the Initial Remarketing Date or the first day of any subsequent Subsequent Remarketing PeriodDate, as applicablethe case may be, the Remarketing Agent and the Collateral Agent of the aggregate number principal amount of Pledged Notes comprising part of Normal Units to be remarketed. The Collateral Agent shall, not later than by 10:00 a.m., New York City time, on the third Business Day immediately preceding the Initial Remarketing Date or the first day of any subsequent Remarketing Period or any Subsequent Remarketing Period, as applicablethe case may be, without any instruction from Holders of Equity Security Normal Units, Transfer deliver the Pledged Notes to be remarketed to the Remarketing Agent for remarketing. Upon After deducting as the occurrence remarketing fee an amount not exceeding 25 basis points (.25%) of a successful remarketingthe total proceeds of such remarketing of Pledged Notes, the Remarketing Agent will deliver the Agent- purchased Treasury Consideration (as defined in the Purchase Contract Agreement) purchased from the proceeds of the successful remarketing attributable to the Pledged Notes to the Purchase Contract Agent, which shall thereupon deliver such Agent-purchased Treasury Consideration to the Collateral Agent. Upon receipt of such the Agent-purchased Treasury Consideration from the Purchase Contract AgentAgent following a successful remarketing, (i) the Collateral Agent, for the benefit of the Company, shall thereupon hold in the Collateral Account such Agent-Purchased Treasury Consideration to secure such Equity Security Normal Units Holders' obligations under the Purchase Contracts and to fund the quarterly interest payment due to Equity Security Normal Units Holders on the Stock Purchase Date in an amount equal Date, and (ii) the remaining portion, if any, of the proceeds of such successful remarketing shall be distributed by the Remarketing Agent to the quarterly interest Purchase Contract Agent for payment on the Notes, calculated at the initial annual interest rateto such Normal Units Holders participating in such remarketing. On the Stock Purchase Date, the Collateral Agent shall, at the direction of the Company, (i) shall apply that portion of the payments received in respect of the Pledged Treasury Consideration equal to the aggregate Stated Amount of the related Equity Security Normal Units (i) at the written direction of the Company to satisfy in full the obligations of such Equity Security Normal Units Holders to pay the Purchase Price under the related Purchase Contracts and (ii) apply the remaining portion to pay the quarterly interest payment due to Equity Security Normal Units Holders on such Stock Purchase Date Date, which such quarterly interest payment shall be paid on the Pledged Notes in an amount equal to the Coupon Rate for such quarterly interest payment on the Notes, calculated at the initial annual interest ratepayment.

Remarketing; Application of Proceeds; Settlement. (a) The Collateral Pursuant to the Purchase Contract Agreement, the Purchase Contract Agent shall notify, not later than by 10:00 a.m., New York City time, on the third Business Day preceding the Initial Remarketing Date or the first day of any subsequent Subsequent Remarketing PeriodDate, as applicablethe case may be, the Remarketing Agent and the Collateral Agent of the aggregate number principal amount of Pledged Notes comprising part of Normal Units to be remarketed. The Collateral Agent shall, not later than by 10:00 a.m., New York City time, on the third Business Day immediately preceding the Initial Remarketing Date or the first day of any subsequent Remarketing Period or any Subsequent Remarketing Period, as applicablethe case may be, without any instruction from Holders of Equity Security Normal Units, Transfer deliver the Pledged Notes to be remarketed to the Remarketing Agent for remarketing. Upon After deducting as the occurrence remarketing fee an amount not exceeding 25 basis points (.25%) of a successful remarketingthe total proceeds of such remarketing of Pledged Notes, the Remarketing Agent will deliver the Agent-purchased Treasury Consideration (as defined in the Purchase Contract Agreement) purchased from the proceeds of the successful remarketing attributable to the Pledged Notes to the Purchase Contract Agent, which shall thereupon deliver such Agent-purchased Treasury Consideration to the Collateral Agent. Upon receipt of such the Agent-purchased Treasury Consideration from the Purchase Contract AgentAgent following a successful remarketing, (i) the Collateral Agent, for the benefit of the Company, shall thereupon hold in the Collateral Account such Agent-Purchased Treasury Consideration to secure such Equity Security Normal Units Holders' obligations under the Purchase Contracts and to fund the quarterly interest payment due to Equity Security Normal Units Holders on the Stock Purchase Date in an amount equal Date, and (ii) the remaining portion, if any, of the proceeds of such successful remarketing shall be distributed by the Remarketing Agent to the quarterly interest Purchase Contract Agent for payment on the Notes, calculated at the initial annual interest rateto such Normal Units Holders participating in such remarketing. On the Stock Purchase Date, the Collateral Agent shall, at the direction of the Company, (i) apply that portion of the payments received in respect of the Pledged Treasury Consideration equal to the aggregate Stated Amount of the related Equity Security Units to satisfy in full the obligations of such Equity Security Units Holders to pay the Purchase Price under the related Purchase Contracts and (ii) apply the remaining portion to pay the quarterly payment due to Equity Security Units Holders on such Stock Purchase Date in an amount equal to the quarterly interest payment on the Notes, calculated at the initial annual interest rate.,

Remarketing; Application of Proceeds; Settlement. (a) The Collateral Pursuant to the Purchase Contract Agreement, the Purchase Contract Agent shall notify, not later than by 10:00 a.m., New York City time, on the third Business Day preceding the Initial Remarketing Date or the first day of any subsequent Remarketing Period, as applicable, the Remarketing Agent and the Collateral Agent of the aggregate number principal amount of Pledged Notes comprising part of Normal Units to be remarketed. The Collateral Agent shall, not later than by 10:00 a.m., New York City time, on the third Business Day immediately preceding the Initial Remarketing Date or the first day of any subsequent Remarketing Period, as applicable, without any instruction from Holders of Equity Security Normal Units, Transfer deliver (i) the Pledged Notes to be remarketed to the Remarketing Agent for remarketingremarketing and (ii) the remaining Pledged Notes to the Purchase Contract Agent for distribution to the Holders that have elected not to participate in the remarketing in accordance with the Purchase Contract Agreement. Upon the occurrence of a successful remarketing, the The Remarketing Agent will agree pursuant to the Remarketing Agreement to deliver the Agent-purchased Treasury Consideration purchased from the proceeds of the a successful remarketing attributable to the Pledged Notes to the Purchase Contract Agent, which shall thereupon deliver such Agent-purchased Treasury Consideration to the Collateral Agent. Upon receipt of such the Agent-purchased Treasury Consideration from the Purchase Contract AgentAgent following a successful remarketing, the Collateral Agent, for the benefit of the Company, shall thereupon hold in the Collateral Account such Agent-purchased Treasury Consideration to secure such Equity Security Units Holders' obligations under the Purchase Contracts and to fund the quarterly payment due to Equity Security Units Holders on the Stock Purchase Date in an amount equal to the quarterly interest payment on the Notes, calculated at the initial annual interest rateContracts. On the Stock Share Purchase Date, the Collateral Agent shall, at the direction of the Company, (i) shall apply that portion of the payments received in respect of the Pledged Treasury Consideration equal to the aggregate Stated Amount of the related Equity Security Normal Units to satisfy in full the obligations of such Equity Security Holders of Normal Units Holders to pay the Purchase Price under the related Purchase Contracts and (ii) apply the Contracts. The remaining portion of such Proceeds, if any, shall be distributed by the Collateral Agent to pay the quarterly Purchase Contract Agent for payment due to Equity Security Units Holders on such Stock Purchase Date each Holder of a Normal Unit a cash payment in an amount equal to the 1/40, or 2.5%, of a quarterly interest payment on the Notes, calculated $1,000 principal amount of a Senior Note at the initial annual interest raterate of 5.25%.

Remarketing; Application of Proceeds; Settlement. (a) The Collateral Pursuant to the Purchase Contract Agreement, the Purchase Contract Agent shall notify, not later than by 10:00 a.m., New York City time, on the third Business Day preceding the Initial Remarketing Date or the first day of any subsequent Subsequent Remarketing PeriodDate, as applicablethe case may be, the Remarketing Agent and the Collateral Agent of the aggregate number principal amount of Pledged Notes Debentures comprising part of Normal Units to be remarketed. The Collateral Agent shall, not later than by 10:00 a.m., New York City time, on the third Business Day immediately preceding the Initial Remarketing Date or the first day of any subsequent Subsequent Remarketing PeriodDate, as applicablethe case may be, without any instruction from Holders of Equity Security Normal Units, Transfer deliver (i) the Pledged Notes Debentures to be remarketed to the Remarketing Agent for remarketingremarketing and (ii) the remaining Pledged Debentures to the Purchase Contract Agent for distribution to the Holders that have elected not to participate in the remarketing in accordance with the Purchase Contract Agreement. Upon the occurrence of a successful remarketing, the The Remarketing Agent will deliver the Agent-purchased Treasury Consideration (as defined in the Purchase Contract Agreement) purchased from the proceeds of the successful remarketing attributable to the Pledged Notes to the Purchase Contract Agent, which shall thereupon deliver such Agent-purchased Treasury Consideration to the Collateral Agent. Upon receipt of such the Agent-purchased Treasury Consideration from the Purchase Contract AgentAgent following a successful remarketing, the Collateral Agent, for the benefit of the Company, shall thereupon hold in the Collateral Account apply such Treasury Consideration to secure such Equity Security Units Holders' obligations under the Purchase Contracts and to fund the quarterly payment due to Equity Security Units Holders on the Stock Purchase Date in an amount equal to the quarterly interest payment on the Notes, calculated at the initial annual interest rateContracts. On the Stock Purchase Date, the Collateral Agent shall, at the direction of the Company, (i) shall apply that portion of the payments received in respect of the Pledged Treasury Consideration equal to the aggregate Stated Amount of the related Equity Security Normal Units to satisfy in full the obligations of such Equity Security Holders of Normal Units Holders to pay the Purchase Price under the related Purchase Contracts and (ii) apply the Contracts. The remaining portion to pay of such Proceeds, if any, shall be distributed by the quarterly payment due to Equity Security Units Holders on such Stock Purchase Date in an amount equal Collateral Agent to the quarterly interest Purchase Contract Agent for payment on the Notes, calculated at the initial annual interest rateto such Holders.

Remarketing; Application of Proceeds; Settlement. (a) The Collateral Pursuant to the Purchase Contract Agreement, the Purchase Contract Agent shall notify, not later than by 4:00 p.m., New York City time, on the eighth Business Day preceding the Initial Remarketing Date or any Subsequent Remarketing Date, as the case may be, the Remarketing Agent and the Collateral Agent of the aggregate number of Capital Securities comprising part of Normal Units to be remarketed. If the Remarketing Agent successfully remarkets the Capital Securities, the Reset Agent shall, by approximately 4:30 P.M., New York City time, on the day of the successful Remarketing within the Initial Remarketing Period or the applicable Subsequent Remarketing Period, as the case may be, so promptly notify by telephone (promptly confirmed in writing) the Collateral Agent. Upon receipt of such notice, the Collateral Agent shall, by 10:00 a.m., New York City time, on the third second Business Day preceding the Initial Remarketing Date or the first day of any subsequent Subsequent Remarketing PeriodDate, as applicable, the Remarketing Agent of the aggregate number of Pledged Notes to be remarketed. The Collateral Agent shall, not later than 10:00 a.m., New York City time, on the third Business Day immediately preceding the Initial Remarketing Date or the first day of any subsequent Remarketing Period, as applicablecase may be, without any instruction from Holders of Equity Security Normal Units, Transfer (i) deliver the Pledged Notes Capital Securities to be remarketed to the Remarketing Agent for remarketing. Upon settlement of the occurrence of a successful remarketing, (ii) deliver the remaining Pledged Capital Securities to the Purchase Contract Agent for distribution to the Holders that have elected not to participate in the remarketing and (iii) dispose of the Opt-out Treasury Consideration in accordance with the provisions of Section 5.4(b)(v) of the Purchase Contract Agreement. The Remarketing Agent will deliver the Agent-purchased Treasury Consideration (as defined in the Purchase Contract Agreement) purchased from the proceeds of the successful remarketing attributable to the Pledged Notes to the Purchase Contract Agent, which shall thereupon deliver such Agent-purchased Treasury Consideration to the Collateral Agent. Upon receipt of such the Agent-purchased Treasury Consideration from the Purchase Contract AgentAgent following a successful remarketing, the Collateral Agent, for the benefit of the Company, shall thereupon hold in the Collateral Account apply such Treasury Consideration to secure such Equity Security Units Holders' obligations under the Purchase Contracts and to fund the quarterly payment due to Equity Security Units Holders on the Stock Purchase Date in an amount equal to the quarterly interest payment on the Notes, calculated at the initial annual interest rateContracts. On the Stock Purchase Date, the Collateral Agent shall, at the direction of the Company, (i) shall apply that portion of the payments received in respect of the Pledged Treasury Consideration equal to the aggregate Stated Amount of the related Equity Security Normal Units to satisfy in full the obligations of such Equity Security Holders of Normal Units Holders to pay the Purchase Price under the related Purchase Contracts and (ii) apply the Contracts. The remaining portion to pay of such Proceeds, if any, shall be distributed by the quarterly payment due to Equity Security Units Holders on such Stock Purchase Date in an amount equal Collateral Agent to the quarterly interest Purchase Contract Agent for payment on the Notes, calculated at the initial annual interest rateto such Holders.

Remarketing; Application of Proceeds; Settlement. (a) The Collateral Pursuant to the Purchase Contract Agreement, the Purchase Contract Agent shall notify, not later than by 10:00 a.m., New York City time, on the third Business Day preceding the Initial Remarketing Date or the first day of any subsequent Remarketing Period, as applicable, the Remarketing Agent and the Collateral Agent of the aggregate number principal amount of Pledged Notes comprising part of Normal Units to be remarketed. The Collateral Agent shall, not later than by 10:00 a.m., New York City time, on the third Business Day immediately preceding the Initial Remarketing Date or the first day of any subsequent Remarketing Period, as applicable, without any instruction from Holders of Equity Security Normal Units, Transfer deliver (i) the Pledged Notes to be remarketed to the Remarketing Agent for remarketingremarketing and (ii) the remaining Pledged Notes to the Purchase Contract Agent for distribution to the Holders that have elected not to participate in the remarketing in accordance with the Purchase Contract Agreement. Upon the occurrence of a successful remarketing, the The Remarketing Agent will deliver the Agent-purchased Treasury Consideration (as defined in the Purchase Contract Agreement) purchased from the proceeds of the successful remarketing attributable to the Pledged Notes to the Purchase Contract Agent, which shall thereupon deliver such Agent-purchased Treasury Consideration to the Collateral Agent. Upon receipt of such the Agent-purchased Treasury Consideration from the Purchase Contract AgentAgent following a successful remarketing, the Collateral Agent, for the benefit of the Company, shall thereupon hold in the Collateral Account such Agent-purchased Treasury Consideration to secure such Equity Security Units Holders' obligations under the Purchase Contracts and to fund the quarterly payment due to Equity Security Units Holders on the Stock Purchase Date in an amount equal to the quarterly interest payment on the Notes, calculated at the initial annual interest rateContracts. On the Stock Share Purchase Date, the Collateral Agent shall, at the direction of the Company, (i) shall apply that portion of the payments received in respect of the Pledged Treasury Consideration equal to the aggregate Stated Amount of the related Equity Security Normal Units to satisfy in full the obligations of such Equity Security Holders of Normal Units Holders to pay the Purchase Price under the related Purchase Contracts and (ii) apply the Contracts. The remaining portion of such Proceeds, if any, shall be distributed by the Collateral Agent to pay the quarterly Purchase Contract Agent for payment due to Equity Security Units Holders on such Stock Purchase Date each Holder of a Normal Unit a cash payment in an amount equal to the 1/40, or 2.5%, of a quarterly interest payment on the Notes, calculated $1000 principal amount of a Senior Note at the initial annual interest raterate of - %.

Remarketing; Application of Proceeds; Settlement. (a) The Collateral Pursuant to the Purchase Contract Agreement, the Purchase Contract Agent shall notify, not later than by 4:00 p.m., New York City time, on the eighth Business Day preceding the Initial Remarketing Date or any Subsequent Remarketing Date, as the case may be, the Remarketing Agent and the Collateral Agent of the aggregate number of Capital Securities comprising part of Normal Units to be remarketed. If the Remarketing Agent successfully remarkets the Capital Securities, the Reset Agent shall, by approximately 4:30 P.M., New York City time, on the day of the successful Remarketing within the Initial Remarketing Period or the given Subsequent Remarketing Period, as the case may be, so promptly notify by telephone the Collateral Agent. Upon receipt of such notice, the Collateral Agent shall, by 10:00 a.m., New York City time, on the third second Business Day preceding the Initial Remarketing Date or the first day of any subsequent Subsequent Remarketing PeriodDate, as applicable, the Remarketing Agent of the aggregate number of Pledged Notes to be remarketed. The Collateral Agent shall, not later than 10:00 a.m., New York City time, on the third Business Day immediately preceding the Initial Remarketing Date or the first day of any subsequent Remarketing Period, as applicablecase may be, without any instruction from Holders of Equity Security Normal Units, Transfer deliver (i) the Pledged Notes Capital Securities to be remarketed to the Remarketing Agent for remarketingremarketing and (ii) the remaining Pledged Capital Securities to the Purchase Contract Agent for distribution to the Holders that have elected not to participate in the remarketing in accordance with the provisions of Section 5.4(b)(v) of the Purchase Contract Agreement. Upon the occurrence of a successful remarketing, the The Remarketing Agent will deliver the Agent-purchased Treasury Consideration (as defined in the Purchase Contract Agreement) purchased from the proceeds of the successful remarketing attributable to the Pledged Notes to the Purchase Contract Agent, which shall thereupon deliver such Agent-purchased Treasury Consideration to the Collateral Agent. Upon receipt of such the Agent- purchased Treasury Consideration from the Purchase Contract AgentAgent following a successful remarketing, the Collateral Agent, for the benefit of the Company, shall thereupon hold in the Collateral Account apply such Treasury Consideration to secure such Equity Security Units Holders' obligations under the Purchase Contracts and to fund the quarterly payment due to Equity Security Units Holders on the Stock Purchase Date in an amount equal to the quarterly interest payment on the Notes, calculated at the initial annual interest rateContracts. On the Stock Purchase Date, the Collateral Agent shall, at the direction of the Company, (i) shall apply that portion of the payments received in respect of the Pledged Treasury Consideration equal to the aggregate Stated Amount of the related Equity Security Normal Units to satisfy in full the obligations of such Equity Security Holders of Normal Units Holders to pay the Purchase Price under the related Purchase Contracts and (ii) apply the Contracts. The remaining portion to pay of such Proceeds, if any, shall be distributed by the quarterly payment due to Equity Security Units Holders on such Stock Purchase Date in an amount equal Collateral Agent to the quarterly interest Purchase Contract Agent for payment on the Notes, calculated at the initial annual interest rateto such Holders.

Remarketing; Application of Proceeds; Settlement. (a) The Collateral Pursuant to the Purchase Contract Agreement, the Purchase Contract Agent shall notify, not later than by 10:00 a.m., New York City time, on the third Business Day preceding the Initial Remarketing Date or the first day of any subsequent a Remarketing Period, as applicable, the Remarketing Agent and the Collateral Agent of the aggregate number principal amount of Pledged Notes comprising part of Normal Units to be remarketed. The Collateral Agent shall, not later than by 10:00 a.m., New York City time, on the third Business Day immediately preceding the Initial Remarketing Date or the first day of any subsequent Remarketing Period, as applicable, without any instruction from Holders of Equity Security Normal Units, Transfer deliver the Pledged Notes to be remarketed to the Remarketing Agent for remarketing. Upon After deducting as the occurrence remarketing fee an amount not exceeding 25 basis points (.25%) of a successful remarketingthe total proceeds of such remarketing of Pledged Notes, the Remarketing Agent will deliver the Agent-purchased Treasury Consideration purchased from the proceeds of the successful remarketing attributable to the Pledged Notes to the Purchase Contract Agent, which shall thereupon deliver such Agent-purchased Treasury Consideration to the Collateral Agent. Upon receipt of such the Agent-purchased Treasury Consideration from the Purchase Contract AgentAgent following a successful remarketing pursuant to the Purchase Contract Agreement, (i) the Collateral Agent, for the benefit of the Company, shall thereupon hold in the Collateral Account such Agent-Purchased Treasury Consideration to secure such Equity Security Normal Units Holders' obligations under the Purchase Contracts and to fund the quarterly interest payment due to Equity Security Normal Units Holders on the Stock Purchase Date in an amount equal Date, and (ii) the remaining portion, if any, of the proceeds of such successful remarketing shall be distributed by the Remarketing Agent to the quarterly interest Purchase Contract Agent for payment on the Notes, calculated at the initial annual interest rateto such Normal Units Holders participating in such remarketing. On the Stock Purchase Date, the Collateral Agent shall, at the direction of the Company, (i) shall apply that portion of the payments received in respect of the Pledged Treasury Consideration equal to the aggregate Stated Amount of the related Equity Security Normal Units to satisfy in full the obligations of such Equity Security Normal Units Holders to pay the Purchase Price under the related Purchase Contracts and (ii) apply the remaining portion to pay the quarterly payment due to Equity Security Normal Units Holders on such Stock Purchase Date Date, which such quarterly payment shall be paid in an amount equal to the Coupon Rate for such quarterly interest payment on the Notes, calculated at the initial annual interest ratepayment.

Remarketing; Application of Proceeds; Settlement. (a) Pursuant to the Purchase Contract Agreement, the Purchase Contract Agent shall notify, by 3:00 p.m., New York City time, on the second Business Day immediately preceding the Remarketing Date or any Subsequent Remarketing Date, as the case may be, the Remarketing Agent and the Collateral Agent of the aggregate number of Trust Preferred Securities comprising part of Normal Units to be remarketed. The Collateral Agent shall notifydeliver, not later than by 10:00 a.m., New York City time, on the third Business Day preceding the Initial Remarketing Date or the first day of any subsequent Remarketing Period, as applicable, the Remarketing Agent of the aggregate number of Pledged Notes to be remarketed. The Collateral Agent shall, not later than 10:00 a.m., New York City time, on the third Business Day immediately preceding the Initial Remarketing Date or the first day of any subsequent Subsequent Remarketing PeriodDate, as applicablethe case may be: (i) the Pledged Trust Preferred Securities to be remarketed to the Remarketing Agent for remarketing, without any instruction from Holders of Equity Security Normal Units, Transfer the Pledged Notes and (ii) upon (a) written notice, pursuant to the Remarketing Purchase Contract Agreement, from such Holders that have elected to not participate in the remarketing and b) the delivery by such Holders of the Opt-out Treasury Consideration to the Collateral Agent (in substitution for such previously Pledged Trust Preferred Securities the remaining Pledged Trust Preferred Securities), the remaining Pledged Trust Preferred Securities to the Purchase Contract Agent for remarketing. Upon the occurrence of a successful remarketing, the distribution to such Holders.. The Remarketing Agent will deliver the Agent-purchased Treasury Consideration (as defined in the Purchase Contract Agreement) purchased from the proceeds of the successful remarketing attributable to the Pledged Notes to the Purchase Contract Agent, which shall thereupon deliver such Agent-purchased Treasury Consideration to the Collateral Agent. Upon receipt of such the Agent-purchased Treasury Consideration from the Purchase Contract AgentAgent following a successful remarketing, the Collateral Agent, for the benefit of the Company, shall thereupon hold in deposit such Treasury Consideration into the Collateral Account such Treasury Consideration to secure such Equity Security Units Holders' obligations under the Purchase Contracts and to fund the quarterly payment due to Equity Security Units Holders on the Stock Purchase Date in an amount equal to the quarterly interest payment on the Notes, calculated at the initial annual interest rateContracts. On the Stock Purchase Date, the Collateral Agent shall, at the direction of the Company, (i) shall apply that portion of the payments received in respect of the Pledged Treasury Consideration equal to the aggregate Stated Amount of the related Equity Security Normal Units to satisfy in full the obligations of such Equity Security Holders of Normal Units Holders to pay the Purchase Price under the related Purchase Contracts and (ii) apply the Contracts. The remaining portion of such Proceeds, if any, shall be distributed by the Collateral Agent to the Purchase Contract Agent for prompt payment to such Holders. Within three Business Days following a Failed Remarketing, the Trust Preferred Securities delivered to the Remarketing Agent and the Purchase Contract Agent pursuant to Section 4.5(a) shall be returned to the Collateral Agent, together with written notice from the Remarketing Agent of the Failed Remarketing. The Collateral Agent, for the benefit of the Company, shall thereupon deposit such Trust Preferred Securities into the Collateral Account, to secure the Normal Units Holders' obligations under the Purchase Contracts. The Remarketing Agent may make one or more attempts to remarket the Trust Preferred Securities in accordance with the procedures set forth in the Purchase Contract Agreement and the Remarketing Agreement between the Remarketing Date and the Stock Purchase Date, provided that the requirements of Section 5.2(b)(ii) of the Purchase Contract Agreement have been met. If by the Stock Purchase Date the Remarketing Agent has failed to remarket the Trust Preferred Securities at 100.25% of the Remarketing Value (as described in the Purchase Contract Agreement), the Remarketing Agent shall advise the Collateral Agent in writing that it cannot remarket the related Pledged Trust Preferred Securities of such Holders of Normal Units. The Collateral Agent, for the benefit of the Company will, at the written direction of the Company, retain or dispose of the Pledged Trust Preferred Securities in accordance with applicable law and satisfy in full, from any such disposition or retention, such Holders' obligations to pay the quarterly payment due Purchase Price for the Common Stock; provided, that if upon a Failed Remarketing, the Collateral Agent exercises such rights for the benefit of the Company with respect to Equity Security Units Holders such Trust Preferred Securities, any accumulated and unpaid distributions on such Stock Purchase Date in an amount equal Trust Preferred Securities will become payable by the Company to the quarterly interest Purchase Contract Agent for payment on to the Notes, calculated at Holder of the initial annual interest rateNormal Units to which such Trust Preferred Securities relates in accordance with the Purchase Contract Agreement.

Remarketing; Application of Proceeds; Settlement. (a) The Collateral Pursuant to the Purchase Contract Agreement, the Purchase Contract Agent shall notify, not later than by 10:00 a.m., New York City time, on the third fourth Business Day immediately preceding the Initial September 16, 2004 or any Subsequent Remarketing Date or the first day of any subsequent Remarketing PeriodDate, as applicablethe case may be, the Remarketing Agent and the Collateral Agent of the aggregate number of Pledged Notes Preferred Securities comprising part of Normal Units to be remarketed. The Collateral Agent shall, not later than by 10:00 a.m., New York City time, on the third fourth Business Day immediately preceding the Initial September 16, 2004 or any Subsequent Remarketing Date or the first day of any subsequent Remarketing PeriodDate, as applicablethe case may be, without any instruction from Holders of Equity Security Normal Units, Transfer deliver (i) the Pledged Notes Preferred Securities to be remarketed to the Remarketing Agent for remarketingremarketing and (ii) the remaining Pledged Preferred Securities to the Purchase Contract Agent for distribution to the Holders that have elected not to participate in the remarketing in accordance with the Purchase Contract Agreement. Upon On or prior to the occurrence of a successful remarketingthird Business Day following the Remarketing Date or Subsequent Remarketing Date, as the case may be, the Remarketing Agent will deliver the Agent-purchased Treasury Consideration (as defined in the Purchase Contract Agreement) purchased from the proceeds of the successful remarketing attributable to the Pledged Notes to the Purchase Contract Agent, which shall thereupon deliver such Agent-purchased Treasury Consideration to the Collateral Agent. Upon receipt of such the Agent-purchased Treasury Consideration from the Purchase Contract AgentAgent following a successful remarketing, the Collateral Agent, for the benefit of the Company, shall thereupon hold in the Collateral Account apply such Treasury Consideration to secure such Equity Security Units Holders' obligations under the Purchase Contracts and to fund the quarterly payment due to Equity Security Units Holders on the Stock Purchase Date in an amount equal to the quarterly interest payment on the Notes, calculated at the initial annual interest rateContracts. On the Stock Purchase Date, the Collateral Agent shall, at the direction of the Company, (i) shall apply that portion of the payments received in respect of the Pledged Treasury Consideration equal to the aggregate Stated Amount of the related Equity Security Normal Units to satisfy in full the obligations of such Equity Security Holders of Normal Units Holders to pay the Purchase Price under the related Purchase Contracts and (ii) apply the Contracts. The remaining portion of such Proceeds, if any, shall be distributed by the Collateral Agent to pay the quarterly Purchase Contract Agent for payment due to Equity Security such Holders. Within three Business Days following a Failed Remarketing, the Preferred Securities delivered to the Remarketing Agent and the Purchase Contract Agent pursuant to Section 4.5(a) shall be returned to the Collateral Agent, together with written notice from the Remarketing Agent of the Failed Remarketing. The Collateral Agent, for the benefit of the Company, shall thereupon apply such Preferred Securities to secure the Normal Units Holders Holders' obligations under the Purchase Contracts. If the Remarketing Agent cannot remarket the Preferred Securities on such the Remarketing Date, the Remarketing Agent shall use its commercially reasonable best efforts to attempt to remarket Preferred Securities on each of the two Business Days immediately following the Remarketing Date and, if necessary, on each of the three Business Days immediately preceding November 1, 2004, and if necessary, on each of the three Business Days immediately preceding the Stock Purchase Date in an amount equal accordance with the remarketing procedures described in Section 5.2(b) of the Purchase Contract Agreement and this Pledge Agreement. If by the Stock Purchase Date the Remarketing Agent has failed to remarket the Preferred Securities at 100.5% of the Remarketing Value (as described in the Purchase Contract Agreement), the Remarketing Agent shall advise the Collateral Agent in writing that it cannot remarket the related Pledged Preferred Securities of such Holders of Normal Units. The Collateral Agent, for the benefit of the Company will, at the written direction of the Company, retain or dispose of the Pledged Preferred Securities in accordance with applicable law and satisfy in full, from any such disposition or retention, such Holders' obligations to pay the Purchase Price for the Common Stock; provided, that if upon a Failed Remarketing, the Collateral Agent exercises such rights for the benefit of the Company with respect to such Pledged Preferred Securities, any accumulated and unpaid distributions on such Pledged Preferred Securities will become payable by the Company to the quarterly interest Purchase Contract Agent for payment on to the Notes, calculated at Holder of the initial annual interest rateNormal Units to which such Pledged Preferred Securities relates in accordance with the Purchase Contract Agreement.

Remarketing; Application of Proceeds; Settlement. (a) ------------------------------------------------------------- Pursuant to the Purchase Contract Agreement, the Purchase Contract Agent shall notify, by 3:00 pm., New York City time, on the [second] Business Day immediately preceding the Remarketing Date or any Subsequent Remarketing Date, as the case may be, the Remarketing Agent and the Collateral Agent of the aggregate number of Trust Preferred Securities comprising part of Normal Units to be remarketed. The Collateral Agent shall notifydeliver, not later than by 10:00 a.m., New York City time, on the third Business Day preceding the Initial Remarketing Date or the first day of any subsequent Remarketing Period, as applicable, the Remarketing Agent of the aggregate number of Pledged Notes to be remarketed. The Collateral Agent shall, not later than 10:00 a.m., New York City time, on the third Business Day immediately preceding the Initial Remarketing Date or the first day of any subsequent Subsequent Remarketing PeriodDate, as applicablethe case may be: (i) the Pledged Trust Preferred Securities to be remarketed to the Remarketing Agent for remarketing, without any instruction from Holders of Equity Security Normal Units, Transfer the Pledged Notes and (ii) upon (a) written notice, pursuant to the Remarketing Purchase Contract Agreement, from such Holders that have elected to not participate in the remarketing and b) the delivery by such Holders of the Opt-out Treasury Consideration to the Collateral Agent (in substitution for such previously Pledged Trust Preferred Securities the remaining Pledged Trust Preferred Securities), the remaining Pledged Trust Preferred Securities to the Purchase Contract Agent for remarketing. Upon the occurrence of a successful remarketing, the distribution to such Holders.. The Remarketing Agent will deliver the Agent-purchased Treasury Consideration (as defined in the Purchase Contract Agreement) purchased from the proceeds of the successful remarketing attributable to the Pledged Notes to the Purchase Contract Agent, which shall thereupon deliver such Agent-purchased Treasury Consideration to the Collateral Agent. Upon receipt of such the Agent-purchased Treasury Consideration from the Purchase Contract AgentAgent following a successful remarketing, the Collateral Agent, for the benefit of the Company, shall thereupon hold in deposit such Treasury Consideration into the Collateral Account such Treasury Consideration to secure such Equity Security Units Holders' obligations under the Purchase Contracts and to fund the quarterly payment due to Equity Security Units Holders on the Stock Purchase Date in an amount equal to the quarterly interest payment on the Notes, calculated at the initial annual interest rateContracts. On the Stock Purchase Date, the Collateral Agent shall, at the direction of the Company, (i) shall apply that portion of the payments received in respect of the Pledged Treasury Consideration equal to the aggregate Stated Amount of the related Equity Security Normal Units to satisfy in full the obligations of such Equity Security Holders of Normal Units Holders to pay the Purchase Price under the related Purchase Contracts and (ii) apply the Contracts. The remaining portion of such Proceeds, if any, shall be distributed by the Collateral Agent to the Purchase Contract Agent for prompt payment to such Holders. Within three Business Days following a Failed Remarketing, the Trust Preferred Securities delivered to the Remarketing Agent and the Purchase Contract Agent pursuant to Section 4.5(a) shall be returned to the Collateral Agent, together with written notice from the Remarketing Agent of the Failed Remarketing. The Collateral Agent, for the benefit of the Company, shall thereupon deposit such Trust Preferred Securities into the Collateral Account, to secure the Normal Units Holders' obligations under the Purchase Contracts. The Remarketing Agent may make one or more attempts to remarket the Trust Preferred Securities in accordance with the procedures set forth in the Purchase Contract Agreement and the Remarketing Agreement between the Remarketing Date and the Stock Purchase Date, provided that the requirements of Section 5.2(b)(ii) of the Purchase Contract Agreement have been met. If by the Stock Purchase Date the Remarketing Agent has failed to remarket the Trust Preferred Securities at 100.25% of the Remarketing Value (as described in the Purchase Contract Agreement), the Remarketing Agent shall advise the Collateral Agent in writing that it cannot remarket the related Pledged Trust Preferred Securities of such Holders of Normal Units. The Collateral Agent, for the benefit of the Company will, at the written direction of the Company, retain or dispose of the Pledged Trust Preferred Securities in accordance with applicable law and satisfy in full, from any such disposition or retention, such Holders' obligations to pay the quarterly payment due Purchase Price for the Common Stock; provided, that if upon a Failed Remarketing, the Collateral Agent exercises such rights for the benefit of the Company with respect to Equity Security Units Holders such Trust Preferred Securities, any accumulated and unpaid distributions on such Stock Purchase Date in an amount equal Trust Preferred Securities will become payable by the Company to the quarterly interest Purchase Contract Agent for payment on to the Notes, calculated at Holder of the initial annual interest rateNormal Units to which such Trust Preferred Securities relates in accordance with the Purchase Contract Agreement.

Remarketing; Application of Proceeds; Settlement. (a) The Collateral Pursuant to the Purchase Contract Agreement, the Purchase Contract Agent shall notify, not later than by 10:00 a.m., New York City time, on the third Business Day preceding the Initial Remarketing Date or the first day of any subsequent Remarketing Period, as applicable, the Remarketing Agent and the Collateral Agent of the aggregate number principal amount of Pledged Notes comprising part of Normal Units to be remarketed. The Collateral Agent shall, not later than by 10:00 a.m., New York City time, on the third Business Day immediately preceding the Initial Remarketing Date or the first day of any subsequent Remarketing Period, as applicable, without any instruction from Holders of Equity Security Normal Units, Transfer deliver (i) the Pledged Notes to be remarketed to the Remarketing Agent for remarketingremarketing and (ii) the remaining Pledged Notes to the Purchase Contract Agent for distribution to the Holders that have elected not to participate in the remarketing in accordance with the Purchase Contract Agreement. Upon the occurrence of a successful remarketing, the The Remarketing Agent will agree pursuant to the Remarketing Agreement to deliver the Agent-purchased Treasury Consideration purchased from the proceeds of the a successful remarketing attributable to the Pledged Notes to the Purchase Contract Agent, which shall thereupon deliver such Agent-purchased Treasury Consideration to the Collateral Agent. Upon receipt of such the Agent-purchased Treasury Consideration from the Purchase Contract AgentAgent following a successful remarketing, the Collateral Agent, for the benefit of the Company, shall thereupon hold in the Collateral Account such Agent-purchased Treasury Consideration to secure such Equity Security Units Holders' obligations under the Purchase Contracts and to fund the quarterly payment due to Equity Security Units Holders on the Stock Purchase Date in an amount equal to the quarterly interest payment on the Notes, calculated at the initial annual interest rateContracts. On the Stock Purchase Date, the Collateral Agent shall, at the direction of the Company, (i) shall apply that portion of the payments received in respect of the Pledged Treasury Consideration equal to the aggregate Stated Amount of the related Equity Security Normal Units to satisfy in full the obligations of such Equity Security Holders of Normal Units Holders to pay the Purchase Price under the related Purchase Contracts and (ii) apply the Contracts. The remaining portion of such proceeds, if any, shall be distributed by the Collateral Agent to pay the quarterly Purchase Contract Agent for payment due to Equity Security Units Holders on such Stock Purchase Date each Holder of a Normal Unit a cash payment in an amount equal to the quarterly interest payment on the Notes, calculated Notes at the initial annual interest raterate of 8.875%.

Remarketing; Application of Proceeds; Settlement. (a) The Collateral Pursuant to the Purchase Contract Agreement, the Purchase Contract Agent shall notify, not later than by 10:00 a.m., New York City time, on the third Business Day preceding the Initial Remarketing Date or the first day of any subsequent Remarketing Period, as applicable, the Remarketing Agent and the Collateral Agent of the aggregate number principal amount of Pledged Notes comprising part of Normal Units to be remarketed. The Collateral Agent shall, not later than by 10:00 a.m., New York City time, on the third Business Day immediately preceding the Initial Remarketing Date or the first day of any subsequent Remarketing Period, as applicable, without any instruction from Holders of Equity Security Normal Units, Transfer deliver (i) the Pledged Notes to be remarketed to the Remarketing Agent for remarketingremarketing and (ii) the remaining Pledged Notes to the Purchase Contract Agent for distribution to the Holders that have elected not to participate in the remarketing in accordance with the Purchase Contract Agreement. Upon the occurrence of a successful remarketing, the The Remarketing Agent will agree pursuant to the Remarketing Agreement to deliver the Agent-purchased Treasury Consideration purchased from the proceeds of the a successful remarketing attributable to the Pledged Notes to the Purchase Contract Agent, which shall thereupon deliver such Agent-purchased Treasury Consideration to the Collateral Agent. Upon receipt of such the Agent-purchased Treasury Consideration from the Purchase Contract AgentAgent following a successful remarketing, the Collateral Agent, for the benefit of the Company, shall thereupon hold in the Collateral Account such Agent-purchased Treasury Consideration to secure such Equity Security Units Holders' obligations under the Purchase Contracts and to fund the quarterly payment due to Equity Security Units Holders on the Stock Purchase Date in an amount equal to the quarterly interest payment on the Notes, calculated at the initial annual interest rateContracts. On the Stock Purchase Date, the Collateral Agent shall, at the direction of the Company, (i) shall apply that portion of the payments received in respect of the Pledged Treasury Consideration equal to the aggregate Stated Amount of the related Equity Security Normal Units to satisfy in full the obligations of such Equity Security Holders of Normal Units Holders to pay the Purchase Price under the related Purchase Contracts and (ii) apply the Contracts. The remaining portion of such Proceeds, if any, shall be distributed by the Collateral Agent to pay the quarterly Purchase Contract Agent for payment due to Equity Security Units Holders on such Stock Purchase Date each Holder of a Normal Unit a cash payment in an amount equal to the 1/[__], or [__]%, of a quarterly interest payment on the Notes, calculated $[____] principal amount of the Notes at the initial annual interest raterate of [___]%.

Remarketing; Application of Proceeds; Settlement. (a) The Collateral Pursuant to the Purchase Contract Agreement, the Purchase Contract Agent shall notify, not later than by 10:00 a.m., New York City time, on the third Business Day preceding the Initial Remarketing Date or the first day of any subsequent Subsequent Remarketing PeriodDate, as applicablethe case may be, the Remarketing Agent and the Collateral Agent of the aggregate number of Pledged Notes Debentures comprising part of Normal Units to be remarketed. The Collateral Agent shall, not later than by 10:00 a.m., New York City time, on the third Business Day immediately preceding the Initial Remarketing Date or the first day of any subsequent Subsequent Remarketing PeriodDate, as applicablethe case may be, without any instruction from Holders of Equity Security Normal Units, Transfer deliver (i) the Pledged Notes Debentures to be remarketed to the Remarketing Agent for remarketingremarketing and (ii) the remaining Pledged Debentures to the Purchase Contract Agent for distribution to the Holders that have elected not to participate in the remarketing in accordance with the Purchase Contract Agreement. Upon the occurrence of a successful remarketing, the The Remarketing Agent will deliver the Agent- purchased Treasury Consideration (as defined in the Purchase Contract Agreement) purchased from the proceeds of the successful remarketing attributable to the Pledged Notes to the Purchase Contract Agent, which shall thereupon deliver such Agent-purchased Treasury Consideration to the Collateral Agent. Upon receipt of such the Agent-purchased Treasury Consideration from the Purchase Contract AgentAgent following a successful remarketing, the Collateral Agent, for the benefit of the Company, shall thereupon hold in the Collateral Account apply such Treasury Consideration to secure such Equity Security Units Holders' obligations under the Purchase Contracts and to fund the quarterly payment due to Equity Security Units Holders on the Stock Purchase Date in an amount equal to the quarterly interest payment on the Notes, calculated at the initial annual interest rateContracts. On the Stock Purchase Date, the Collateral Agent shall, at the direction of the Company, (i) shall apply that portion of the payments received in respect of the Pledged Treasury Consideration equal to the aggregate Stated Amount of the related Equity Security Normal Units to satisfy in full the obligations of such Equity Security Holders of Normal Units Holders to pay the Purchase Price under the related Purchase Contracts and (ii) apply the Contracts. The remaining portion to pay of such Proceeds, if any, shall be distributed by the quarterly payment due to Equity Security Units Holders on such Stock Purchase Date in an amount equal Collateral Agent to the quarterly interest Purchase Contract Agent for payment on the Notes, calculated at the initial annual interest rateto such Holders.

Remarketing; Application of Proceeds; Settlement. (a) The Collateral Pursuant to the Purchase Contract Agreement, the Purchase Contract Agent shall notify, not later than by 10:00 a.m., New York City time, on the third Business Day preceding the Initial Remarketing Date or the first day of any subsequent Remarketing Period, as applicable, the Remarketing Agent and the Collateral Agent of the aggregate number principal amount of Pledged Notes comprising part of Normal Units to be remarketed. The Collateral Agent shall, not later than by 10:00 a.m., New York City time, on the third Business Day immediately preceding the Initial Remarketing Date or the first day of any subsequent Remarketing Period, as applicable, without any instruction from Holders of Equity Security Normal Units, Transfer deliver (i) the Pledged Notes to be remarketed to the Remarketing Agent for remarketingremarketing and (ii) the remaining Pledged Notes to the Purchase Contract Agent for distribution to the Holders that have elected not to participate in the remarketing in accordance with the Purchase Contract Agreement. Upon After deducting as the occurrence remarketing fee an amount not exceeding 25 basis points (.25%) of a successful the total proceeds of such remarketing, the Remarketing Agent will deliver the Agent-purchased Treasury Consideration (as defined in the Purchase Contract Agreement) purchased from the proceeds of the a successful remarketing attributable to the Pledged Notes to the Purchase Contract Agent, which shall thereupon deliver such Agent-purchased Treasury Consideration to the Collateral Agent. Upon receipt of such the Agent-purchased Treasury Consideration from the Purchase Contract AgentAgent following a successful remarketing, the Collateral Agent, for the benefit of the Company, shall thereupon hold in the Collateral Account such Agent-purchased Treasury Consideration to secure such Equity Security Units Holders' obligations under the Purchase Contracts and to fund the quarterly payment due to Equity Security Units Holders on the Stock Purchase Date in an amount equal to the quarterly interest payment on the Notes, calculated at the initial annual interest rateContracts. On the Stock Share Purchase Date, the Collateral Agent shall, at the direction of the Company, (i) shall apply that portion of the payments received in respect of the Pledged Treasury Consideration equal to the aggregate Stated Amount of the related Equity Security Normal Units to satisfy in full the obligations of such Equity Security Holders of Normal Units Holders to pay the Purchase Price under the related Purchase Contracts and (ii) apply the Contracts. The remaining portion of such Proceeds, if any, shall be distributed by the Collateral Agent to pay the quarterly Purchase Contract Agent for payment due to Equity Security Units Holders on such Stock Purchase Date each Holder of a Normal Unit a cash payment in an amount equal to the 1/40, or 2.5%, of a quarterly interest payment on the Notes, calculated $1000 principal amount of a Senior Note at the initial annual interest raterate of * %.

Remarketing; Application of Proceeds; Settlement. (a) The Collateral Pursuant to the Forward Purchase Contract Agreement, the Forward Purchase Contract Agent shall notify, not later than by 10:00 a.m., New York City time, on the third Business Day preceding the Initial Remarketing Date or the first day of any subsequent Subsequent Remarketing PeriodDate, as applicablethe case may be, the Remarketing Agent and the Collateral Agent of the aggregate number principal amount of Pledged Notes comprising part of Upper DECS to be remarketed. The Collateral Agent shall, not later than by 10:00 a.m., New York City time, on the third Business Day immediately preceding the Initial Remarketing Date or the first day of any subsequent Remarketing Period or any Subsequent Remarketing Period, as applicablethe case may be, without any instruction from Holders of Equity Security UnitsUpper DECS, Transfer deliver the Pledged Notes to be remarketed to the Remarketing Agent for remarketing. Upon After deducting as the occurrence remarketing fee an amount not exceeding 25 basis points (0.25%) of a successful remarketingthe total proceeds of such remarketing of Pledged Notes, the Remarketing Agent will deliver the Agent-purchased Treasury Consideration purchased from the proceeds of the successful remarketing attributable to the Pledged Notes to the Forward Purchase Contract Agent, which shall thereupon deliver such Agent-purchased Treasury Consideration to the Collateral Agent. Upon receipt of such the Agent-purchased Treasury Consideration from the Forward Purchase Contract AgentAgent following a successful remarketing, (i) the Collateral Agent, for the benefit of the Company, shall thereupon hold in the Collateral Account such Agent-purchased Treasury Consideration to secure such Equity Security Units Upper DECS Holders' obligations under the Forward Purchase Contracts and to fund the quarterly interest payment due to Equity Security Units Upper DECS Holders on the Stock Purchase Date in an amount equal Date, and (ii) the remaining portion, if any, of the proceeds of such successful remarketing shall be distributed by the Remarketing Agent to the quarterly interest Forward Purchase Contract Agent for payment on the Notes, calculated at the initial annual interest rateto such Upper DECS Holders participating in such remarketing. On the Stock Purchase Date, the Collateral Agent shall, at the direction of the Company, (i) apply that portion of the payments received in respect of the Pledged Treasury Consideration equal to the aggregate Stated Amount of the related Equity Security Units Upper DECS to satisfy in full the obligations of such Equity Security Units Upper DECS Holders to pay the Purchase Price under the related Forward Purchase Contracts and (ii) apply the remaining portion to pay the quarterly interest payment due to Equity Security Units Upper DECS Holders on such Stock Purchase Date Date, which quarterly interest payment shall be paid on the Pledged Notes in an amount equal to the Coupon Rate for such quarterly interest payment on the Notes, calculated at the initial annual interest ratepayment.

Remarketing; Application of Proceeds; Settlement. (a) The Collateral Pursuant to the Forward Purchase Contract Agreement, the Forward Purchase Contract Agent shall notify, not later than by 10:00 a.m., New York City time, on the third Business Day preceding the Initial Remarketing Date or the first day of any subsequent Remarketing Period, as applicablethe case may be, the Remarketing Agent and the Collateral Agent of the aggregate number of Pledged Notes comprising part of Equity Units to be remarketed. The Collateral Agent shall, not later than by 10:00 a.m., New York City time, on the third Business Day immediately preceding the Initial Remarketing Date or the first day of any subsequent Remarketing Period, as applicablethe case may be, without any instruction from Holders of Equity Security Units, Transfer the Pledged Notes to be remarketed to the Remarketing Agent for remarketing. Upon the occurrence completion of a successful remarketingremarketing which occurs prior to the fourth Business Day preceding the Stock Purchase Date, after deducting as the remarketing fee an amount not exceeding 25 basis points (0.25%) of the total proceeds of such remarketing of Pledged Notes, the Remarketing Agent will deliver Transfer the Agent-purchased Treasury Consideration purchased from the proceeds of the successful remarketing attributable to the Pledged Notes to the Forward Purchase Contract Agent, which shall thereupon deliver Transfer such Agent-purchased Treasury Consideration to the Collateral Agent. Upon receipt of such the Agent-purchased Treasury Consideration from the Forward Purchase Contract AgentAgent following a successful remarketing, (i) the Collateral Agent, for the benefit of the Company, shall thereupon hold in the Collateral Account such Agent-purchased Treasury Consideration (as defined in the Forward Purchase Contract Agreement) to secure such Equity Security Units Holders' obligations under the Forward Purchase Contracts and to fund the quarterly interest payment or payments due to Equity Security Units Holders on the Stock Purchase Date in an amount equal Date, and (ii) the remaining portion, if any, of the proceeds of such successful remarketing shall be distributed by the Remarketing Agent to the quarterly interest Forward Purchase Contract Agent for payment on the Notes, calculated at the initial annual interest rateto such Equity Units Holders participating in such remarketing. On the Stock Purchase Date, the Collateral Agent shall, at the direction of the Company, (i) apply that portion of the payments received in respect of the Pledged Treasury Consideration equal to the aggregate Stated Amount of the related Equity Security Units to satisfy in full the obligations of such Equity Security Units Holders to pay the Purchase Price under the related Forward Purchase Contracts and (ii) apply the remaining portion to pay the quarterly interest payment due to Equity Security Units Holders on such Stock Purchase Date Date, which quarterly interest payment shall be paid on the Pledged Notes in an amount equal to the Coupon Rate for such quarterly interest payment payment. Upon completion of a successful remarketing which occurs on or after the fourth Business Day preceding the Stock Purchase Date, after deducting as the remarketing fee an amount not exceeding 25 basis points (0.25%) of the total proceeds of such remarketing of Pledged Notes, calculated at the initial annual interest rateRemarketing Agent will deliver the proceeds of such remarketing to the Forward Purchase Contract Agent, which shall thereupon deliver such proceeds to the Collateral Agent. Upon receipt of the proceeds from the Forward Purchase Contract Agent following a successful remarketing, (i) the Collateral Agent, for the benefit of the Company, shall thereupon apply such proceeds in direct settlement of the Equity Units Holders' obligations under the Forward Purchase Contracts and (ii) the remaining portion, if any, of the proceeds of such successful remarketing shall be distributed by the Remarketing Agent to the Forward Purchase Contract Agent for payment to such Equity Units Holders participating in such remarketing.

Remarketing; Application of Proceeds; Settlement. (a) The Collateral Pursuant to the Purchase Contract Agreement, the Purchase Contract Agent shall notify, not later than 10:00 a.m., New York City time, on the third Business Day preceding the Initial Remarketing Date or the first day of any subsequent Remarketing Period, as applicable, the Remarketing Agent of the aggregate number of Pledged Notes to be remarketed. The Collateral Agent shall, not later than 10:00 a.m.by 3:00 p.m., New York City time, on the third Business Day immediately preceding the Initial Remarketing Date or any Subsequent Remarketing Date, as the case may be, the Remarketing Agent and the Collateral Agent of the aggregate number of Trust Preferred Securities comprising part of Normal Units to be remarketed. The Collateral Agent shall deliver, by 10:00 a.m., New York City time, on the first day of Business Day immediately preceding the Remarketing Date or any subsequent Subsequent Remarketing PeriodDate, as applicablethe case may be: (i) the Pledged Trust Preferred Securities to be remarketed to the Remarketing Agent for remarketing, without any instruction from Holders of Equity Security Normal Units, Transfer the Pledged Notes and (ii) upon (a) written notice, pursuant to the Remarketing Purchase Contract Agreement, from such Holders that have elected to not participate in the remarketing and (b) the delivery by such Holders of the Opt-out Treasury Consideration to the Collateral Agent (in substitution for such previously Pledged Trust Preferred Securities the remaining Pledged Trust Preferred Securities), the remaining Pledged Trust Preferred Securities to the Purchase Contract Agent for remarketingdistribution to such Holders. Upon the occurrence of a successful remarketing, the The Remarketing Agent will deliver the Agent-Purchased Treasury Consideration (as defined in the Purchase Contract Agreement) purchased from the proceeds of the successful remarketing attributable to the Pledged Notes to the Purchase Contract Agent, which shall thereupon deliver such Agent-Purchased Treasury Consideration to the Collateral Agent. Upon receipt of such the Agent-Purchased Treasury Consideration from the Purchase Contract AgentAgent following a successful remarketing, the Collateral Agent, for the benefit of the CompanyTECO, shall thereupon hold in deposit such Treasury Consideration into the Collateral Account such Treasury Consideration to secure such Equity Security Units Holders' obligations under the Purchase Contracts and to fund the quarterly payment due to Equity Security Units Holders on the Stock Purchase Date in an amount equal to the quarterly interest payment on the Notes, calculated at the initial annual interest rateContracts. On the Stock Purchase Contract Settlement Date, the Collateral Agent shall, at the direction of the Company, (i) shall apply that portion of the payments received in respect of the Pledged Treasury Consideration equal to the aggregate Stated Amount of the related Equity Security Normal Units to satisfy in full the obligations of such Equity Security Holders of Normal Units Holders to pay the Purchase Price under the related Purchase Contracts and (ii) apply the Contracts. The remaining portion of such Proceeds, if any, shall be distributed by the Collateral Agent to the Purchase Contract Agent for prompt payment to such Holders. Within three Business Days following a Failed Remarketing, the Trust Preferred Securities delivered to the Remarketing Agent and the Purchase Contract Agent pursuant to Section 4.5(a) shall be returned to the Collateral Agent, together with written notice from the Remarketing Agent of the Failed Remarketing. The Collateral Agent, for the benefit of TECO, shall thereupon deposit such Trust Preferred Securities into the Collateral Account, to secure the Normal Units Holders' obligations under the Purchase Contracts. The Remarketing Agent may make one or more attempts to remarket the Trust Preferred Securities in accordance with the procedures set forth in the Purchase Contract Agreement and the Remarketing Agreement between the Remarketing Date and the Purchase Contract Settlement Date, provided that the requirements of Section 5.2(b)(ii) of the Purchase Contract Agreement have been met. If by the Purchase Contract Settlement Date the Remarketing Agent has failed to remarket the Trust Preferred Securities at 100.25% of the Remarketing Value (as described in the Purchase Contract Agreement), the Remarketing Agent shall advise the Collateral Agent in writing that it cannot remarket the related Pledged Trust Preferred Securities of such Holders of Normal Units. The Collateral Agent, for the benefit of TECO will, at the written direction of TECO, retain or dispose of the Pledged Trust Preferred Securities in accordance with applicable law and satisfy in full, from any such disposition or retention, such Holders' obligations to pay the quarterly payment due Purchase Price for the Common Stock; provided, that if upon a Failed Remarketing, the Collateral Agent exercises such rights for the benefit of TECO with respect to Equity Security Units Holders such Trust Preferred Securities, any accumulated and unpaid distributions on such Stock Purchase Date in an amount equal Trust Preferred Securities will become payable by TECO to the quarterly interest Purchase Contract Agent for payment on to the Notes, calculated at Holder of the initial annual interest rateNormal Units to which such Trust Preferred Securities relates in accordance with the Purchase Contract Agreement.

Remarketing; Application of Proceeds; Settlement. (a) The Collateral Pursuant to the Purchase Contract Agreement, the Purchase Contract Agent shall notify, not later than by 10:00 a.m., New York City time, on the third Business Day preceding the Initial Remarketing Date or the first day of any subsequent Remarketing Period, as applicable, the Remarketing Agent and the Collateral Agent of the aggregate number principal amount of Pledged Notes comprising part of Normal Units to be remarketed. The Collateral Agent shall, not later than by 10:00 a.m., New York City time, on the third Business Day immediately preceding the Initial Remarketing Date or the first day of any subsequent Remarketing Period, as applicable, without any instruction from Holders of Equity Security Normal Units, Transfer deliver (i) the Pledged Notes to be remarketed to the Remarketing Agent for remarketingremarketing and (ii) the remaining Pledged Notes to the Purchase Contract Agent for distribution to the Holders that have elected not to participate in the remarketing in accordance with the Purchase Contract Agreement. Upon the occurrence of a successful remarketing, the The Remarketing Agent will agree pursuant to the Remarketing Agreement to deliver the Agent-purchased Treasury Consideration purchased from the proceeds of the a successful remarketing attributable to the Pledged Notes to the Purchase Contract Agent, which shall thereupon deliver such Agent-purchased Treasury Consideration to the Collateral Agent. Upon receipt of such the Agent-purchased Treasury Consideration from the Purchase Contract AgentAgent following a Table of Contents successful remarketing, the Collateral Agent, for the benefit of the Company, shall thereupon hold in the Collateral Account such Agent-purchased Treasury Consideration to secure such Equity Security Units Holders' ’ obligations under the Purchase Contracts and to fund the quarterly payment due to Equity Security Units Holders on the Stock Purchase Date in an amount equal to the quarterly interest payment on the Notes, calculated at the initial annual interest rateContracts. On the Stock Purchase Date, the Collateral Agent shall, at the direction of the Company, (i) shall apply that portion of the payments received in respect of the Pledged Treasury Consideration equal to the aggregate Stated Amount of the related Equity Security Normal Units to satisfy in full the obligations of such Equity Security Holders of Normal Units Holders to pay the Purchase Price under the related Purchase Contracts and (ii) apply the Contracts. The remaining portion of such Proceeds, if any, shall be distributed by the Collateral Agent to pay the quarterly Purchase Contract Agent for payment due to Equity Security Units Holders on such Stock Purchase Date each Holder of a Normal Unit a cash payment in an amount equal to the 1/40, or 2.5%, of a quarterly interest payment on the Notes, calculated $1,000 principal amount of a Senior Note at the initial annual interest raterate of 6.00%.

Remarketing; Application of Proceeds; Settlement. (a) The Collateral Pursuant to the Purchase Contract Agreement, the Purchase Contract Agent shall notify, not later than by 10:00 a.m., New York City time, on the third Business Day preceding the Initial Remarketing Date or the first day of any subsequent Subsequent Remarketing PeriodDate, as applicablethe case may be, the Remarketing Agent and the Collateral Agent of the aggregate number principal amount of Pledged Notes Debentures comprising part of Normal Units to be remarketed. The Collateral Agent shall, not later than by 10:00 a.m., New York City time, on the third Business Day immediately preceding the Initial Remarketing Date or the first day of any subsequent Subsequent Remarketing PeriodDate, as applicablethe case may be, without any instruction from Holders of Equity Security Normal Units, Transfer deliver (i) the Pledged Notes Debentures to be remarketed to the Remarketing Agent for remarketingremarketing and (ii) the remaining Pledged Debentures to the Purchase Contract Agent for distribution to the Holders that have elected not to participate in the remarketing in accordance with the Purchase Contract Agreement. Upon the occurrence of a successful remarketing, the The Remarketing Agent will deliver the Agent-purchased Treasury Consideration purchased from the proceeds of the successful remarketing attributable to the Pledged Notes to the Purchase Contract Agent, which shall thereupon deliver such Agent-purchased Treasury Consideration to the Collateral Agent. Upon receipt of such the Agent-purchased Treasury Consideration from the Purchase Contract AgentAgent following a successful remarketing, the Collateral Agent, for the benefit of the Company, shall thereupon hold in the Collateral Account apply such Treasury Consideration to secure such Equity Security Units Holders' obligations under the Purchase Contracts and to fund the quarterly payment due to Equity Security Units Holders on the Stock Purchase Date in an amount equal to the quarterly interest payment on the Notes, calculated at the initial annual interest rateContracts. On the Stock Purchase Date, the Collateral Agent shall, at the direction of the Company, (i) shall apply that portion of the payments received in respect of the Pledged Treasury Consideration equal to the aggregate Stated Amount of the related Equity Security Normal Units to satisfy in full the obligations of such Equity Security Holders of Normal Units Holders to pay the Purchase Price under the related Purchase Contracts and (ii) apply the Contracts. The remaining portion to pay of such Proceeds, if any, shall be distributed by the quarterly payment due to Equity Security Units Holders on such Stock Purchase Date in an amount equal Collateral Agent to the quarterly interest Purchase Contract Agent for payment on the Notes, calculated at the initial annual interest rateto such Holders.

Remarketing; Application of Proceeds; Settlement. (a) The Collateral Pursuant to the Purchase Contract Agreement, the Purchase Contract Agent shall notifynotify the Remarketing Agent and the Collateral Agent, not later than by 10:00 a.m., a.m. (New York City time, ) on the third Business Day preceding the Initial a Remarketing Date or the first day of any subsequent Remarketing PeriodDate, as applicable, the Remarketing Agent of the aggregate number principal amount of Pledged Notes comprising part of Normal Units to be remarketed. The Collateral Agent shall, not later than 10:00 a.m., New York City time, on In the case of a successful remarketing prior to the third Business Day immediately preceding the Initial Remarketing Date or Stock Purchase Date, after deducting as the first day remarketing fee an amount not exceeding 25 basis points (.25%) of any subsequent Remarketing Period, as applicable, without any instruction from Holders the total proceeds of Equity Security Units, Transfer the such remarketing of such Pledged Notes to the Remarketing Agent for remarketing. Upon the occurrence of a successful remarketingNotes, the Remarketing Agent will deliver the Agent-purchased Treasury Consideration (as defined in the Purchase Contract Agreement) purchased from the proceeds of the successful remarketing attributable to the Pledged Notes remarketing, to the Purchase Contract Agent, which shall thereupon deliver such Agent-purchased Treasury Consideration to the Collateral Agent. Upon receipt of such the Agent-purchased Treasury Consideration from the Purchase Contract AgentAgent following a successful remarketing, (i) the Collateral Agent, for the benefit of the Company, shall thereupon hold in the Collateral Account such Agent-purchased Treasury Consideration to secure such Equity Security Normal Units Holders' obligations under the Purchase Contracts and to fund the quarterly interest payment due to Equity Security Normal Units Holders on the Stock Purchase Date in an amount equal Date, and (ii) the remaining portion, if any, of the proceeds of such successful remarketing shall be distributed by the Remarketing Agent to the quarterly interest Purchase Contract Agent for payment on the Notes, calculated at the initial annual interest rateto such Normal Units Holders participating in such remarketing. On the Stock Purchase Date, the Collateral Agent shall, at the direction of the Company, (i) apply that portion of the payments received in respect of the Pledged Applicable Ownership Interests to the Treasury Consideration Portfolio equal to the aggregate Stated Amount of the related Equity Security Normal Units to satisfy in full the obligations of such Equity Security Normal Units Holders to pay the Purchase Price under the related Purchase Contracts and (ii) apply the remaining portion to pay the quarterly interest payment due to Equity Security Normal Units Holders on such the Stock Purchase Date Date, which such quarterly interest payment shall be paid in an amount equal to the Coupon Rate for such quarterly interest payment on the Notes, calculated at the initial annual interest ratepayment.

Remarketing; Application of Proceeds; Settlement. (a) The Collateral Pursuant to the Purchase Contract Agreement, the Purchase Contract Agent shall notify, not later than by 10:00 a.m., New York City time, on the third Business Day preceding the Initial Remarketing Date or the first day of any subsequent Remarketing Period, as applicable, the Remarketing Agent and the Collateral Agent of the aggregate number principal amount of Pledged Notes comprising part of Normal Units to be remarketed. The Collateral Agent shall, not later than by 10:00 a.m., New York City time, on the third Business Day immediately preceding the Initial Remarketing Date or the first day of any subsequent Remarketing Period, as applicable, without any instruction from Holders of Equity Security Normal Units, Transfer deliver (i) the Pledged Notes to be remarketed to the Remarketing Agent for remarketingremarketing and (ii) the remaining Pledged Notes to the Purchase Contract Agent for distribution to the Holders that have elected not to participate in the remarketing in accordance with the Purchase Contract Agreement. Upon the occurrence of a successful remarketing, the The Remarketing Agent will agree pursuant to the Remarketing Agreement to deliver the Agent-purchased Treasury Consideration purchased from the proceeds of the a successful remarketing attributable to the Pledged Notes to the Purchase Contract Agent, which shall thereupon deliver such Agent-purchased Treasury Consideration to the Collateral Agent. Upon receipt of such the Agent-purchased Treasury Consideration from the Purchase Contract AgentAgent following a successful remarketing, the Collateral Agent, for the benefit of the Company, shall thereupon hold in the Collateral Account such Agent-purchased Treasury Consideration to secure such Equity Security Units Holders' obligations under the Purchase Contracts and to fund the quarterly payment due to Equity Security Units Holders on the Stock Purchase Date in an amount equal to the quarterly interest payment on the Notes, calculated at the initial annual interest rateContracts. On the Stock Purchase Date, the Collateral Agent shall, at the direction of the Company, (i) shall apply that portion of the payments received in respect of the Pledged Treasury Consideration Xxxxxxxx Xxxxxxxxxxxxx equal to the aggregate Stated Amount of the related Equity Security Normal Units to satisfy in full the obligations of such Equity Security Holders of Normal Units Holders to pay the Purchase Price under the related Purchase Contracts and (ii) apply the Contracts. The remaining portion of such Proceeds, if any, shall be distributed by the Collateral Agent to pay the quarterly Purchase Contract Agent for payment due to Equity Security Units Holders on such Stock Purchase Date each Holder of a Normal Unit a cash payment in an amount equal to the 1/40, or 2.5%, of a quarterly interest payment on the Notes, calculated $1,000 principal amount of a Senior Note at the initial annual interest raterate of [ ]%.

Remarketing; Application of Proceeds; Settlement. (a) The Collateral Pursuant to the Forward Purchase Contract Agreement, the Forward Purchase Contract Agent shall notify, not later than by 10:00 a.m., New York City time, on the third Business Day preceding the Initial Remarketing Date, Accelerated Remarketing Date or the first day of any subsequent Remarketing Period, as applicablethe case may be, the Remarketing Agent and the Collateral Agent of the aggregate number of Pledged Notes comprising part of Upper DECS to be remarketed. The Collateral Agent shall, not later than by 10:00 a.m., New York City time, on the third Business Day immediately preceding the Initial Remarketing Date, any Accelerated Remarketing Date or the first day of any subsequent Remarketing Period, as applicablethe case may be, without any instruction from Holders of Equity Security UnitsUpper DECS, Transfer the Pledged Notes to be remarketed to the Remarketing Agent for remarketing. Upon the occurrence completion of a successful remarketing, after deducting as the remarketing fee an amount not exceeding 25 basis points (0.25%) of the total proceeds of such remarketing of Pledged Notes, the Remarketing Agent will deliver Transfer the Agent-purchased Treasury Consideration purchased from the proceeds of the successful remarketing attributable to the Pledged Notes to the Forward Purchase Contract Agent, which shall thereupon deliver Transfer such Agent-purchased Treasury Consideration to the Collateral Agent. Upon receipt of such the Agent-purchased Treasury Consideration from the Forward Purchase Contract AgentAgent following a successful remarketing, (i) the Collateral Agent, for the benefit of the Company, shall thereupon hold in the Collateral Account such Agent-purchased Treasury Consideration to secure such Equity Security Units Upper DECS Holders' obligations under the Forward Purchase Contracts and to fund the quarterly interest payment or payments due to Equity Security Units Upper DECS Holders on or prior to the Stock Purchase Date in an amount equal Date, and (ii) the remaining portion, if any, of the proceeds of such successful remarketing shall be distributed by the Remarketing Agent to the quarterly interest Forward Purchase Contract Agent for payment on the Notes, calculated at the initial annual interest rateto such Upper DECS Holders participating in such remarketing. On the Scheduled Stock Purchase Date, the Collateral Agent shall, at the direction of the Company, (i) apply that portion of the payments received in respect of the Pledged Treasury Consideration equal to the aggregate Stated Amount of the related Equity Security Units Upper DECS to satisfy in full the obligations of such Equity Security Units Upper DECS Holders to pay the Purchase Price under the related Forward Purchase Contracts and (ii) apply the remaining portion to pay the quarterly payment due to Equity Security Units Upper DECS Holders on such Stock Purchase Date an amount equal to the amounts which would have been due on the interest Payment Date falling on the Scheduled Stock Purchase Date, which shall be paid on the Pledged Notes in an amount equal to the Coupon Rate for such quarterly interest payment on payment. On any Accelerated Stock Purchase Date, the NotesCollateral Agent shall, calculated at the initial annual interest ratedirection of the Company, Transfer (i) to the Company that portion then held in the Collateral Account of the Pledged Treasury Consideration, Pledged Applicable Ownership Interest in the Treasury Portfolio and Pledged Securities which is described in clause (2) of the definition of Remarketing Value (assuming, for this purpose, that the Remarketing Date is the date of such Accelerated Stock Purchase Date), to satisfy in full the obligations of Holders of the related DECS to pay the Purchase Price under the related Forward Purchase Contracts, and (ii) to the Forward Purchase Contract Agent, for distribution to the applicable Holders of DECS, the remaining portion then held in the Collateral Account of the Pledged Treasury Consideration, Pledged Applicable Ownership Interest in the Treasury Portfolio and Pledged Securities.

Remarketing; Application of Proceeds; Settlement. (a) The Collateral Pursuant to the Purchase Contract Agreement, the Purchase Contract Agent shall notify, not later than by 10:00 a.m., New York City time, on the third Business Day preceding the Initial Remarketing Date or the first day of any subsequent a Remarketing Period, as applicable, the Remarketing Agent and the Collateral Agent of the aggregate number principal amount of Pledged Notes comprising part of Normal Units to be remarketed. The Collateral Agent shall, not later than by 10:00 a.m., New York City time, on the third Business Day immediately preceding the Initial Remarketing Date or the first day of any subsequent Remarketing Period, as applicable, without any instruction from Holders of Equity Security Normal Units, Transfer deliver the Pledged Notes to be remarketed to the Remarketing Agent for remarketing. Upon After deducting as the occurrence remarketing fee an amount not exceeding basis points (. %) of a successful remarketingthe total proceeds of such remarketing of Pledged Notes, the Remarketing Agent will deliver the Agent-purchased Treasury Consideration purchased from the proceeds of the successful remarketing attributable to the Pledged Notes to the Purchase Contract Agent, which shall thereupon deliver such Agent-purchased Treasury Consideration to the Collateral Agent. Upon receipt of such the Agent-purchased Treasury Consideration from the Purchase Contract AgentAgent following a successful remarketing pursuant to the Purchase Contract Agreement, (i) the Collateral Agent, for the benefit of the Company, shall thereupon hold in the Collateral Account such Agent-Purchased Treasury Consideration to secure such Equity Security Normal Units Holders' ’ obligations under the Purchase Contracts and to fund the quarterly interest payment due to Equity Security Normal Units Holders on the Stock Purchase Date in an amount equal Date, and (ii) the remaining portion, if any, of the proceeds of such successful remarketing shall be distributed by the Remarketing Agent to the quarterly interest Purchase Contract Agent for payment on the Notes, calculated at the initial annual interest rateto such Normal Units Holders participating in such remarketing. On the Stock Purchase Date, the Collateral Agent shall, at the direction of the Company, (i) shall apply that portion of the payments received in respect of the Pledged Treasury Consideration equal to the aggregate Stated Amount of the related Equity Security Normal Units to satisfy in full the obligations of such Equity Security Normal Units Holders to pay the Purchase Price under the related Purchase Contracts and (ii) apply the remaining portion to pay the quarterly payment due to Equity Security Normal Units Holders on such Stock Purchase Date Date, which such quarterly payment shall be paid in an amount equal to the Coupon Rate for such quarterly interest payment on the Notes, calculated at the initial annual interest ratepayment.

Remarketing; Application of Proceeds; Settlement. (a) The Collateral Pursuant to the Purchase Contract Agreement, the Purchase Contract Agent shall notify, not later than by 10:00 a.m., New York City time, on the third Business Day preceding the Initial Remarketing Date or the first day of any subsequent Remarketing Period, as applicable, the Remarketing Agent and the Collateral Agent of the aggregate number principal amount of Pledged Notes comprising part of Normal Units to be remarketed. The Collateral Agent shall, not later than by 10:00 a.m., New York City time, on the third Business Day immediately preceding the Initial Remarketing Date or the first day of any subsequent Remarketing Period, as applicable, without any instruction from Holders of Equity Security Normal Units, Transfer deliver (i) the Pledged Notes to be remarketed to the Remarketing Agent for remarketingremarketing and (ii) the remaining Pledged Notes to the Purchase Contract Agent for distribution to the Holders that have elected not to participate in the remarketing in accordance with the Purchase Contract Agreement. Upon the occurrence of a successful remarketing, the The Remarketing Agent will agree pursuant to the Remarketing Agreement to deliver the Agent-purchased Treasury Consideration purchased from the proceeds of the a successful remarketing attributable to the Pledged Notes to the Purchase Contract Agent, which shall thereupon deliver such Agent-purchased Treasury Consideration to the Collateral Agent. Upon receipt of such the Agent-purchased Treasury Consideration from the Purchase Contract AgentAgent following a successful remarketing, the Collateral Agent, for the benefit of the Company, shall thereupon hold in the Collateral Account such Agent-purchased Treasury Consideration to secure such Equity Security Units Holders' ’ obligations under the Purchase Contracts and to fund the quarterly payment due to Equity Security Units Holders on the Stock Purchase Date in an amount equal to the quarterly interest payment on the Notes, calculated at the initial annual interest rateContracts. On the Stock Purchase Date, the Collateral Agent shall, at the direction of the Company, (i) shall apply that portion of the payments received in respect of the Pledged Treasury Consideration equal to the aggregate Stated Amount of the related Equity Security Normal Units to satisfy in full the obligations of such Equity Security Holders of Normal Units Holders to pay the Purchase Price under the related Purchase Contracts and (ii) apply the Contracts. The remaining portion of such Proceeds, if any, shall be distributed by the Collateral Agent to pay the quarterly Purchase Contract Agent for payment due to Equity Security Units Holders on such Stock Purchase Date each Holder of a Normal Unit a cash payment in an amount equal to the 1/40, or 2.5%, of a quarterly interest payment on the Notes, calculated $1,000 principal amount of a Senior Note at the initial annual interest raterate of 5.085%.

Remarketing; Application of Proceeds; Settlement. (a) The Collateral Pursuant to the Purchase Contract Agreement, the Purchase Contract Agent shall notify, not later than 10:00 a.m., New York City time, on the third Business Day preceding the Initial Remarketing Date or the first day of any subsequent Remarketing Period, as applicable, the Remarketing Agent of the aggregate number of Pledged Notes to be remarketed. The Collateral Agent shall, not later than by 10:00 a.m., New York City time, on the third Business Day immediately preceding the Initial Remarketing Date or any Subsequent Remarketing Date, as the case may be, the Remarketing Agent and the Collateral Agent of the aggregate number of Capital Securities comprising part of Normal Units to be remarketed. The Collateral Agent shall, by 10:00 a.m., New York City time, on the first day of Business Day immediately preceding the Remarketing Date or any subsequent Subsequent Remarketing PeriodDate, as applicablethe case may be, without any instruction from Holders of Equity Security Normal Units, Transfer deliver (i) the Pledged Notes Capital Securities to be 13 18 remarketed to the Remarketing Agent for remarketingremarketing and (ii) the remaining Pledged Capital Securities to the Purchase Contract Agent for distribution to the Holders that have elected not to participate in the remarketing in accordance with the Purchase Contract Agreement. Upon the occurrence of a successful remarketing, the The Remarketing Agent will deliver the Agent-purchased Treasury Consideration (as defined in the Purchase Contract Agreement) purchased from the proceeds of the successful remarketing attributable to the Pledged Notes to the Purchase Contract Agent, which shall thereupon deliver such Agent-purchased Treasury Consideration to the Collateral Agent. Upon receipt of such the Agent-purchased Treasury Consideration from the Purchase Contract AgentAgent following a successful remarketing, the Collateral Agent, for the benefit of the Company, shall thereupon hold in the Collateral Account apply such Treasury Consideration to secure such Equity Security Units Holders' obligations under the Purchase Contracts and to fund the quarterly payment due to Equity Security Units Holders on the Stock Purchase Date in an amount equal to the quarterly interest payment on the Notes, calculated at the initial annual interest rateContracts. On the Stock Purchase Date, the Collateral Agent shall, at the direction of the Company, (i) shall apply that portion of the payments received in respect of the Pledged Treasury Consideration equal to the aggregate Stated Amount of the related Equity Security Normal Units to satisfy in full the obligations of such Equity Security Holders of Normal Units Holders to pay the Purchase Price under the related Purchase Contracts and (ii) apply the Contracts. The remaining portion of such Proceeds, if any, shall be distributed by the Collateral Agent to the Purchase Contract Agent for payment to such Holders. Within three Business Days following a Failed Remarketing, the Capital Securities delivered to the Remarketing Agent and the Purchase Contract Agent pursuant to Section 4.5(a) shall be returned to the Collateral Agent, together with written notice from the Remarketing Agent of the Failed Remarketing. The Collateral Agent, for the benefit of the Company, shall thereupon apply such Capital Securities to secure the Normal Units Holders' obligations under the Purchase Contracts. The Remarketing Agent may make one or more attempts to remarket the Capital Securities in accordance with the procedures set forth in the Purchase Contract Agreement and the Remarketing Agreement between the Remarketing Date and the Stock Purchase Date, provided that the requirements of Section 5.2(b)(ii) of the Purchase Contract Agreement have been met. If by the Stock Purchase Date the Remarketing Agent has failed to remarket the Capital Securities at 100.5% of the Remarketing Value (as described in the Purchase Contract Agreement), the Remarketing Agent shall advise the Collateral Agent in writing that it cannot remarket the related Pledged Capital Securities of such Holders of Normal Units. The Collateral Agent, for the benefit of the Company will, at the written direction of the Company, retain or dispose of the Pledged Capital Securities in accordance with applicable law and satisfy in full, from any such disposition or retention, such Holders' obligations to pay the quarterly payment due Purchase Price for the Common Stock; provided, that if upon a Failed Remarketing, the Collateral Agent exercises such rights for the benefit of the Company with respect to Equity Security Units Holders such Capital Securities, any accumulated and unpaid distributions on such Stock Purchase Date in an amount equal Capital Securities will become payable by the Company to the quarterly interest Purchase Contract Agent for payment on to the Notes, calculated at Holder of the initial annual interest rateNormal Units to which such Capital Securities relates in accordance with the Purchase Contract Agreement.

Remarketing; Application of Proceeds; Settlement. (a) The Collateral Pursuant to the Purchase Contract Agreement, the Purchase Contract Agent shall notify, not later than by 10:00 a.m., New York City time, on the third Business Day preceding the Initial Remarketing Date or the first day of any subsequent Subsequent Remarketing PeriodDate, as applicablethe case may be, the Remarketing Agent and the Collateral Agent of the aggregate number principal amount of Pledged Notes comprising part of Upper DECS to be remarketed. The Collateral Agent shall, not later than by 10:00 a.m., New York City time, on the third Business Day immediately preceding the Initial Remarketing Date or the first day of any subsequent Remarketing Period or any Subsequent Remarketing Period, as applicablethe case may be, without any instruction from Holders of Equity Security UnitsUpper DECS, Transfer deliver the Pledged Notes to be remarketed to the Remarketing Agent for remarketing. Upon After deducting as the occurrence remarketing fee an amount not exceeding 25 basis points (0.25%) of a successful remarketingthe total proceeds of such remarketing of Pledged Notes, the Remarketing Agent will deliver the Agent-purchased Treasury Consideration (as defined in the Purchase Contract Agreement) purchased from the proceeds of the successful remarketing attributable to the Pledged Notes to the Purchase Contract Agent, which shall thereupon deliver such Agent-purchased Treasury Consideration to the Collateral Agent. Upon receipt of such the Agent-purchased Treasury Consideration from the Purchase Contract AgentAgent following a successful remarketing, (i) the Collateral Agent, for the benefit of the Company, shall thereupon hold in the Collateral Account such Agent-Purchased Treasury Consideration to secure such Equity Security Units Holders' the obligations under the Purchase Contracts of Holders of Upper DECS participating in the successful remarketing and to fund the quarterly interest payment due to Equity Security Units such Holders of Upper DECS on the Stock Purchase Date in an amount equal Date, and (ii) the remaining portion, if any, of the proceeds of such successful remarketing shall be distributed by the Remarketing Agent to the quarterly interest Purchase Contract Agent for payment on the Notes, calculated at the initial annual interest rateto such Holders of Upper DECS participating in such remarketing. On the Stock Purchase Date, the Collateral Agent shall, at the direction of the Company, (i) apply that portion of the payments received in respect of the Pledged Treasury Consideration equal to the aggregate Stated Amount of the related Equity Security Units Upper DECS to satisfy in full the obligations of such Equity Security Units Holders of Upper DECS to pay the Purchase Price under the related Purchase Contracts and (ii) apply the remaining portion to pay the quarterly interest payment due to Equity Security Units such Holders of Upper DECS on such Stock Purchase Date Date, which such quarterly interest payment shall be paid on the Pledged Notes in an amount equal to the Coupon Rate for such quarterly interest payment on the Notes, calculated at the initial annual interest ratepayment.