Common use of Rights and Obligations Evidenced by the Certificates Clause in Contracts

Rights and Obligations Evidenced by the Certificates. Each Corporate Unit Certificate shall evidence the number of Corporate Units specified therein, with each such Corporate Unit representing (1) the ownership by the Holder thereof of an Applicable Ownership Interest in Debentures or an Applicable Ownership Interest in the Treasury Portfolio, as the case may be, subject to the Pledge of such Applicable Ownership Interest in Debentures or Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (i) of the definition of such term), as the case may be, by such Holder pursuant to the Pledge Agreement, and (2) the rights and obligations of the Holder thereof and the Company under one Purchase Contract. The Purchase Contract Agent as attorney‑in‑fact for, and on behalf of, the Holder of each Corporate Unit shall pledge, pursuant to the Pledge Agreement, each Applicable Ownership Interest in Debentures or Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (i) of the definition of such term), as the case may be, forming a part of such Corporate Unit, to the Collateral Agent and grant to the Collateral Agent a security interest in the right, title, and interest of such Holder in such Applicable Ownership Interest in Debentures or such Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (i) of the definition of such term), as the case may be, for the benefit of the Company, to secure the obligation of the Holder under one Purchase Contract to purchase the Common Stock. Upon the formation of a Treasury Unit pursuant to Section 3.13, each Treasury Unit Certificate shall evidence the number of Treasury Units specified therein, with each such Treasury Unit representing (1) the ownership by the Holder thereof of a 5% undivided beneficial interest in a Treasury Security, subject to the Pledge of such interest by such Holder pursuant to the Pledge Agreement, and (2) the rights and obligations of the Holder thereof and the Company under one Purchase Contract. The Purchase Contract Agent as attorney‑in‑fact for, and on behalf of, the Holder of each Treasury Unit shall pledge, pursuant to the Pledge Agreement, each undivided beneficial interest in a Treasury Security forming a part of such Treasury Unit, to the Collateral Agent and grant to the Collateral Agent a security interest in the right, title, and interest of such Holder in such undivided beneficial interest in a Treasury Security for the benefit of the Company, to secure the obligation of the Holder under one Purchase Contract to purchase the Common Stock. Prior to the purchase of shares of Common Stock under each Purchase Contract, such Purchase Contract shall not entitle the Holder of a Unit to any of the rights of a holder of shares of Common Stock, including, without limitation, the right to vote or receive any dividends or other payments or to consent or to receive notice as a shareholder in respect of the meetings of shareholders or for the election of directors of the Company or for any other matter, or any other rights whatsoever as a shareholder of the Company.

Rights and Obligations Evidenced by the Certificates. Each Corporate Unit Units Certificate shall evidence the number of Corporate Units specified therein, with each such Corporate Unit representing (1) the ownership by the Holder thereof of an Applicable Ownership Interest in Debentures Notes or an Applicable Ownership Interest in the Treasury Portfolio, as the case may be, subject to the Pledge of such Applicable Ownership Interest in Debentures Notes or Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (i) of the definition of such termApplicable Ownership Interest in the Treasury Portfolio), as the case may be, by such Holder pursuant to the Pledge this Agreement, and (2) the rights and obligations of the Holder thereof and the Company under one Purchase Contract. The Purchase Contract Agent is hereby authorized, as attorney‑in‑fact attorney-in-fact for, and on behalf of, the Holder of each Corporate Unit shall Unit, to pledge, pursuant to Article 11, the Pledge Agreement, each Applicable Ownership Interest in Debentures Notes, or the Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (i) of the definition of Applicable Ownership Interest in the Treasury Portfolio) forming a part of such Corporate Unit, to the Collateral Agent for the benefit of the Company, and to grant to the Collateral Agent, for the benefit of the Company, a security interest in the right, title and interest of such Holder in such Applicable Ownership Interest in Notes or Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (i) of the definition of such term), as the case may be, forming a part of such Corporate Unit, to the Collateral Agent and grant to the Collateral Agent a security interest in the right, title, and interest of such Holder in such Applicable Ownership Interest in Debentures or such Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (iPortfolio) of the definition of such term), as the case may be, for the benefit of the Company, to secure the obligation Obligations of the Holder under one each Purchase Contract to purchase the shares of Common Stock. To effect such Pledge and grant such security interest, the Purchase Contract Agent on behalf of the Holders of Corporate Units has, on the date hereof, delivered to the Securities Intermediary the Notes underlying the Applicable Ownership Interests in Notes by delivering such Notes indorsed in blank. Upon the formation of a Treasury Unit pursuant to Section 3.13, each Treasury Unit Units Certificate shall evidence the number of Treasury Units specified therein, with each such Treasury Unit representing (1) the ownership by the Holder thereof of a 5% 1/20 undivided beneficial ownership interest in a Treasury SecuritySecurity with a principal amount at maturity equal to $1,000, subject to the Pledge of such interest by such Holder pursuant to the Pledge this Agreement, and (2) the rights and obligations of the Holder thereof and the Company under one Purchase Contract. The Purchase Contract Agent is hereby authorized, as attorney‑in‑fact attorney-in-fact for, and on behalf of, the Holder of each Treasury Unit shall Unit, to pledge, pursuant to the Pledge AgreementArticle 11, each undivided beneficial such Holder’s interest in a the Treasury Security forming a part of such Treasury Unit, Unit to the Collateral Agent Agent, for the benefit of the Company, and to grant to the Collateral Agent Agent, for the benefit of the Company, a security interest in the right, title, title and interest of such Holder in such undivided beneficial interest in a Treasury Security for the benefit of the Company, to secure the obligation Obligations of the Holder under one each Purchase Contract to purchase the shares of Common Stock. Prior to the purchase and delivery of shares of Common Stock under each Purchase Contract, such Purchase Contract shall not entitle the Holder of a Unit to any of the rights of a holder of shares of Common Stock, including, without limitation, the right to vote or receive any dividends or other payments or distributions or to consent or to receive notice as a shareholder in respect of the meetings of shareholders or for the election of directors of the Company or for any other matter, or any other rights whatsoever as a shareholder of the Company.

Rights and Obligations Evidenced by the Certificates. (a) Each Corporate Unit Equity Units Certificate shall evidence the number of Corporate Equity Units specified therein, with each such Corporate Unit Equity Units representing (1) the ownership by the Holder thereof of an Applicable Ownership Interest a beneficial interest in Debentures a Note or an the appropriate Treasury Consideration or Applicable Ownership Interest in the Treasury Portfolio, as the case may be, subject to the Pledge of such Applicable Ownership Interest in Debentures Note or such Treasury Consideration or Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (i) of the definition of such term)Portfolio, as the case may be, by such Holder pursuant to the Pledge Agreement, and (2) the rights and obligations of the Holder thereof and the Company under one Forward Purchase Contract. The Purchase Contract Agent as attorney‑in‑fact attorney-in-fact for, and on behalf of, the Holder of each Corporate Equity Unit shall pledge, pursuant to the Pledge Agreement, each Applicable Ownership Interest in Debentures the Note or the appropriate Treasury Consideration or Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (i) of the definition of such term)Portfolio, as the case may be, forming a part of such Corporate UnitEquity Units, to the Collateral Agent and grant to the Collateral Agent a security interest in the right, title, and interest of such Holder in such Applicable Ownership Interest in Debentures Note or such Treasury Consideration or Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (i) of the definition of such term)Portfolio, as the case may be, for the benefit of the Company, to secure the obligation of the Holder under one each Forward Purchase Contract to purchase the Common Stock. Upon the formation of a Treasury Unit pursuant to Section 3.13, each Treasury Unit Certificate shall evidence the number of Treasury Units specified therein, with each such Treasury Unit representing (1) the ownership by the Holder thereof of a 5% undivided beneficial interest in a Treasury Security, subject to the Pledge of such interest by such Holder pursuant to the Pledge Agreement, and (2) the rights and obligations of the Holder thereof and the Company under one Purchase Contract. The Purchase Contract Agent as attorney‑in‑fact for, and on behalf of, the Holder of each Treasury Unit shall pledge, pursuant to the Pledge Agreement, each undivided beneficial interest in a Treasury Security forming a part of such Treasury Unit, to the Collateral Agent and grant to the Collateral Agent a security interest in the right, title, and interest of such Holder in such undivided beneficial interest in a Treasury Security for the benefit Stock of the Company, to secure the obligation of the Holder under one Purchase Contract to purchase the Common Stock. Prior to the purchase of shares of Common Stock under each Forward Purchase Contract, such Forward Purchase Contract Contracts shall not entitle the Holder Holders of a Unit Equity Units Certificates to any of the rights of a holder of shares of Common Stock, including, without limitation, the right to vote or receive any dividends or other payments or to consent or to receive notice as a shareholder stockholders in respect of the meetings of shareholders stockholders or for the election of directors of the Company or for any other matter, or any other rights whatsoever as a shareholder stockholders of the Company. (b) Each Stripped Equity Units Certificate shall evidence the number of Stripped Equity Units specified therein, with each such Stripped Equity Units representing the ownership by the Holder thereof of a 1/20 undivided beneficial interest in a Treasury Security, subject to the Pledge of such interest in such Treasury Security by such Holder pursuant to the Pledge Agreement, and the rights and obligations of the Holder thereof and the Company under one Forward Purchase Contract. The Agent as attorney-in-fact for, and on behalf of, the Holder of each Stripped Equity Units shall pledge, pursuant to the Pledge Agreement, the Treasury Security, forming a part of such Stripped Equity Units, to the Collateral Agent and grant to the Collateral Agent a security interest in the right, title and interest of such Holder in such Treasury Security for the benefit of the Company, to secure the obligation of the Holder under each Forward Purchase Contract to purchase shares of Common Stock pursuant to this Agreement and the related Forward Purchase Contract. Prior to the purchase of shares of Common Stock under each Forward Purchase Contract, such Forward Purchase Contracts shall not entitle the Holders of Stripped Equity Units Certificates to any of the rights of a holder of shares of Common Stock, including, without limitation, the right to vote or receive any dividends or other payments or to consent or to receive notice as stockholders in respect of the meetings of stockholders or for the election of directors of the Company or for any other matter, or any other rights whatsoever as stockholders of the Company.

Rights and Obligations Evidenced by the Certificates. (a) Each Corporate Unit Normal Units Certificate shall evidence the number of Corporate Normal Units specified therein, with each such Corporate Normal Unit representing (1) the ownership by the Holder thereof of an Applicable Ownership Interest a beneficial interest in Debentures a Note or an the appropriate Treasury Consideration or Applicable Ownership Interest in the Treasury Portfolio, as the case may be, subject to the Pledge of such Applicable Ownership Interest in Debentures Note, Treasury Consideration or Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (i) of the definition of such term)Portfolio, as the case may be, by such Holder pursuant to the Pledge Agreement, and (2) the rights and obligations of the Holder thereof and the Company under one Purchase Contract. The Purchase Contract Agent as attorney‑in‑fact attorney-in-fact for, and on behalf of, the Holder of each Corporate Normal Unit shall pledge, pursuant to the Pledge Agreement, each Applicable Ownership Interest in Debentures the Note or the appropriate Treasury Consideration or Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (i) of the definition of such term)Portfolio, as the case may be, forming a part of such Corporate Normal Unit, to the Collateral Agent and grant to the Collateral Agent a security interest in the right, title, and interest of such Holder in such Applicable Ownership Interest in Debentures Note, Treasury Consideration or such Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (i) of the definition of such term)Portfolio, as the case may be, for the benefit of the Company, to secure the obligation of the Holder under one each Purchase Contract to purchase the Common Stock. Upon the formation of a Treasury Unit pursuant to Section 3.13, each Treasury Unit Certificate shall evidence the number of Treasury Units specified therein, with each such Treasury Unit representing (1) the ownership by the Holder thereof of a 5% undivided beneficial interest in a Treasury Security, subject to the Pledge of such interest by such Holder pursuant to the Pledge Agreement, and (2) the rights and obligations of the Holder thereof and the Company under one Purchase Contract. The Purchase Contract Agent as attorney‑in‑fact for, and on behalf of, the Holder of each Treasury Unit shall pledge, pursuant to the Pledge Agreement, each undivided beneficial interest in a Treasury Security forming a part of such Treasury Unit, to the Collateral Agent and grant to the Collateral Agent a security interest in the right, title, and interest of such Holder in such undivided beneficial interest in a Treasury Security for the benefit Stock of the Company, to secure the obligation of the Holder under one Purchase Contract to purchase the Common Stock. Prior to the purchase of shares of Common Stock under each Purchase Contract, such Purchase Contract Contracts shall not entitle the Holder Holders of a Unit Normal Units Certificates to any of the rights of a holder of shares of Common Stock, including, without limitation, the right to vote or receive any dividends or other payments or to consent or to receive notice as a shareholder stockholders in respect of the meetings of shareholders stockholders or for the election of directors of the Company or for any other matter, or any other rights whatsoever as a shareholder stockholders of the Company. (b) Each Stripped Units Certificate shall evidence the number of Stripped Units specified therein, with each such Stripped Unit representing the ownership by the Holder thereof of a 1/20 undivided beneficial interest in a Treasury Security, subject to the Pledge of such interest in such Treasury Security by such Holder pursuant to the Pledge Agreement, and the rights and obligations of the Holder thereof and the Company under one Purchase Contract. Prior to the purchase of shares of Common Stock under each Purchase Contract, such Purchase Contracts shall not entitle the Holders of Stripped Units Certificates to any of the rights of a holder of shares of Common Stock, including, without limitation, the right to vote or receive any dividends or other payments or to consent or to receive notice as stockholders in respect of the meetings of stockholders or for the election of directors of the Company or for any other matter, or any other rights whatsoever as stockholders of the Company.

Rights and Obligations Evidenced by the Certificates. Each Corporate Unit Units Certificate shall evidence the number of Corporate Units specified therein, with each such Corporate Unit representing (1) the ownership by the Holder thereof of an Applicable Ownership Interest in Debentures Senior Notes or an Applicable Ownership Interest in the Treasury Portfolio, as the case may be, subject to the Pledge of such Applicable Ownership Interest in Debentures Senior Note or Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (i) of the definition of such term), as the case may be, by such Holder pursuant to the Pledge this Agreement, and (2) the rights and obligations of the Holder thereof and the Company under one Purchase Contract. The Purchase Contract Agent is hereby authorized, as attorney‑in‑fact attorney-in-fact for, and on behalf of, the Holder of each Corporate Unit shall Unit, to pledge, pursuant to Article 11 hereof, the Pledge Agreement, each Applicable Ownership Interest in Debentures Senior Notes, or the Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (i) of the definition of such term) forming a part of such Corporate Unit, to the Collateral Agent for the benefit of the Company, and to grant to the Collateral Agent, for the benefit of the Company, a security interest in the right, title and interest of such Holder in such Applicable Ownership Interest in Senior Notes or Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (i) of the definition of such term), as the case may be, forming a part of such Corporate Unit, to the Collateral Agent and grant to the Collateral Agent a security interest in the right, title, and interest of such Holder in such Applicable Ownership Interest in Debentures or such Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (i) of the definition of such term), as the case may be, for the benefit of the Company, to secure the obligation of the Holder under one each Purchase Contract to purchase the shares of Common Stock. To effect such Pledge and grant such security interest, the Purchase Contract Agent on behalf of the Holders of Corporate Units has, on the date hereof, delivered to the Collateral Agent the Senior Notes underlying the Applicable Ownership Interests in Senior Notes. Upon the formation of a Treasury Unit pursuant to Section 3.13, each Treasury Unit Certificate shall evidence the number of Treasury Units specified therein, with each such Treasury Unit representing (1) the ownership by the Holder thereof of a 51/40 or 2.5% undivided beneficial interest in a Treasury SecuritySecurity with a principal amount equal to $1,000, subject to the Pledge of such interest by such Holder pursuant to the Pledge this Agreement, and (2) the rights and obligations of the Holder thereof and the Company under one Purchase Contract. The Purchase Contract Agent is hereby authorized, as attorney‑in‑fact attorney-in-fact for, and on behalf of, the Holder of each Treasury Unit shall Unit, to pledge, pursuant to the Pledge AgreementArticle 11 hereof, each undivided beneficial such Holder’s interest in a the Treasury Security forming a part of such Treasury Unit, Unit to the Collateral Agent Agent, for the benefit of the Company, and to grant to the Collateral Agent Agent, for the benefit of the Company, a security interest in the right, title, title and interest of such Holder in such undivided beneficial interest in a Treasury Security for the benefit of the Company, to secure the obligation of the Holder under one each Purchase Contract to purchase the shares of Common Stock. Prior to the purchase of shares of Common Stock under each Purchase Contract, such Purchase Contract Contracts shall not entitle the Holder of a Unit to any of the rights of a holder of shares of Common Stock, including, without limitation, the right to vote or receive any dividends or other payments or to consent or to receive notice as a shareholder in respect of the meetings of shareholders or for the election of directors of the Company or for any other matter, or any other rights whatsoever as a shareholder of the Company.

Rights and Obligations Evidenced by the Certificates. (a) Each Corporate Unit Normal Units Certificate shall evidence the number of Corporate Normal Units specified therein, with each such Corporate Normal Unit representing (1) the ownership by the Holder thereof of an Applicable Ownership Interest a 1/40 undivided beneficial interest in Debentures or an Applicable Ownership Interest a Note in the original principal amount of $1,000 or the Treasury PortfolioConsideration, as the case may be, subject to the Pledge of such Applicable Ownership Interest interest in Debentures such Note or Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (i) of the definition of such term)Consideration, as the case may be, by such Holder pursuant to the Pledge Agreement, and (2) the rights and obligations of the Holder thereof and the Company under one Purchase Contract. The Purchase Contract Agent Agent, as attorney‑in‑fact attorney-in-fact for, and on behalf of, the Holder of each Corporate Unit Normal Unit, shall pledgepledge and grant, pursuant to the Pledge Agreement, each Applicable Ownership Interest in Debentures or Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (i) of the definition of such term), as the case may be, forming a part of such Corporate Unit, to the Collateral Agent and grant to the Collateral Agent a security interest in the right, title, and interest of such Holder in such Applicable Ownership Interest in Debentures or such Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (i) of the definition of such term), as the case may beAgent, for the benefit of the Company, as collateral security for the payment and performance when due by such Holder of its respective obligations to secure the obligation Company under the related Purchase Contracts, a security interest in, and right of set-off against, all of the Holder under one right, title and interest of the Purchase Contract to purchase Agent and such Holder in such Note or the Common Stock. Upon the formation Treasury Consideration forming a part of a Treasury Unit pursuant to Section 3.13, each Treasury Unit such Normal Unit. (b) Each Stripped Units Certificate shall evidence the number of Treasury Stripped Units specified therein, with each such Treasury Stripped Unit representing (1) the ownership by the Holder thereof of a 5% 1/40 undivided beneficial interest in a Treasury SecuritySecurity or, in the case of an Opt-Out, the Cash Consideration, subject to the Pledge of such interest in such Treasury Security or Cash Consideration, as the case may be, by such Holder pursuant to the Pledge Agreement, and (2) the rights and obligations of the Holder thereof and the Company under one Purchase Contract. The Purchase Contract Agent Agent, as attorney‑in‑fact attorney-in-fact for, and on behalf of, the Holder of each Treasury Unit Stripped Unit, shall pledgepledge and grant, pursuant to the Pledge Agreement, each undivided beneficial interest in a Treasury Security forming a part of such Treasury Unit, to the Collateral Agent Agent, for the benefit of the Company, as collateral security for the payment and grant performance when due by such Holder of its respective obligations to the Collateral Agent Company under the related Purchase Contracts, a security interest in in, and right of set off against, all of the right, title, and interest of the Purchase Contract Agent and such Holder in such undivided beneficial interest in a the Treasury Security for the benefit forming a part of the Company, to secure the obligation of the Holder under one Purchase Contract to purchase the Common Stock. such Stripped Unit. (c) Prior to the purchase of shares of Common Stock Ordinary Shares under each Purchase Contract, such Purchase Contract shall not entitle the Holder of a Unit the related Units Certificates to any of the rights of a holder of shares of Common StockOrdinary Shares, including, without limitation, the right to vote or receive any dividends or other payments or to consent or to receive notice as a shareholder in respect of the meetings of shareholders or for the election of directors of the Company or for any other matter, or any other rights whatsoever as a shareholder of the Company.

Rights and Obligations Evidenced by the Certificates. Each Corporate Unit Certificate shall evidence the number of Corporate Units specified therein, with each such Corporate Unit representing (1) the ownership by the Holder thereof of an Applicable Ownership Interest in Debentures or an Applicable Ownership Interest in the Treasury Portfolio, as the case may be, subject to the Pledge of such Applicable Ownership Interest in Debentures or Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (i) of the definition of such term), as the case may be, by such Holder pursuant to the Pledge Agreement, and (2) the rights and obligations of the Holder thereof and the Company under one Purchase Contract. The Purchase Contract Agent as attorney‑in‑fact attorney-in-fact for, and on behalf of, the Holder of each Corporate Unit shall pledge, pursuant to the Pledge Agreement, each Applicable Ownership Interest in Debentures or Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (i) of the definition of such term), as the case may be, forming a part of such Corporate Unit, to the Collateral Agent and grant to the Collateral Agent a security interest in the right, title, and interest of such Holder in such Applicable Ownership Interest in Debentures or such Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (i) of the definition of such term), as the case may be, for the benefit of the Company, to secure the obligation of the Holder under one Purchase Contract to purchase the Common Stock. Upon the formation of a Treasury Unit pursuant to Section 3.13, each Treasury Unit Certificate shall evidence the number of Treasury Units specified therein, with each such Treasury Unit representing (1) the ownership by the Holder thereof of a 5% undivided beneficial interest in a Treasury Security, subject to the Pledge of such interest by such Holder pursuant to the Pledge Agreement, and (2) the rights and obligations of the Holder thereof and the Company under one Purchase Contract. The Purchase Contract Agent as attorney‑in‑fact attorney-in-fact for, and on behalf of, the Holder of each Treasury Unit shall pledge, pursuant to the Pledge Agreement, each undivided beneficial interest in a Treasury Security forming a part of such Treasury Unit, to the Collateral Agent and grant to the Collateral Agent a security interest in the right, title, and interest of such Holder in such undivided beneficial interest in a Treasury Security for the benefit of the Company, to secure the obligation of the Holder under one Purchase Contract to purchase the Common Stock. Prior to the purchase of shares of Common Stock under each Purchase Contract, such Purchase Contract shall not entitle the Holder of a Unit to any of the rights of a holder of shares of Common Stock, including, without limitation, the right to vote or receive any dividends or other payments or to consent or to receive notice as a shareholder in respect of the meetings of shareholders or for the election of directors of the Company or for any other matter, or any other rights whatsoever as a shareholder of the Company.

Rights and Obligations Evidenced by the Certificates. Each Corporate Unit Income PRIDES Certificate shall evidence the number of Corporate Units Income PRIDES specified therein, with each such Corporate Unit Income PRIDES representing (1) the ownership by the Holder thereof of an a beneficial interest in a Preferred Security or the Applicable Ownership Interest in Debentures or an Applicable Ownership Interest in of the Treasury Portfolio, as the case may be, subject to the Pledge of such Preferred Security or the Applicable Ownership Interest in Debentures or Applicable Ownership Interest in of the Treasury Portfolio (as specified in clause (i) of the definition of such term)Portfolio, as the case may be, by such Holder pursuant to the Pledge Agreement, and (2) the rights and obligations of the Holder thereof and the Company under one Purchase Contract. The Purchase Contract Agent as attorney‑in‑fact attorney-in-fact for, and on behalf of, the Holder of each Corporate Unit Income PRIDES shall pledge, pursuant to the Pledge Agreement, each the Preferred Security or the Applicable Ownership Interest in Debentures or Applicable Ownership Interest in of the Treasury Portfolio (as specified in clause (i) of the definition of such term)Portfolio, as the case may be, forming a part of such Corporate UnitIncome PRIDES, to the Collateral Agent and grant to the Collateral Agent a security interest in the right, title, and interest of such Holder in such Preferred Security or the Applicable Ownership Interest in Debentures or such Applicable Ownership Interest in of the Treasury Portfolio (as specified in clause (i) of the definition of such term)Portfolio, as the case may be, for the benefit of the Company, to secure the obligation of the Holder under one each Purchase Contract to purchase the Common Stock. Upon the formation of a Treasury Unit pursuant to Section 3.13, each Treasury Unit Certificate shall evidence the number of Treasury Units specified therein, with each such Treasury Unit representing (1) the ownership by the Holder thereof of a 5% undivided beneficial interest in a Treasury Security, subject to the Pledge of such interest by such Holder pursuant to the Pledge Agreement, and (2) the rights and obligations of the Holder thereof and the Company under one Purchase Contract. The Purchase Contract Agent as attorney‑in‑fact for, and on behalf of, the Holder of each Treasury Unit shall pledge, pursuant to the Pledge Agreement, each undivided beneficial interest in a Treasury Security forming a part of such Treasury Unit, to the Collateral Agent and grant to the Collateral Agent a security interest in the right, title, and interest of such Holder in such undivided beneficial interest in a Treasury Security for the benefit Stock of the Company, to secure the obligation of the Holder under one Purchase Contract to purchase the Common Stock. Prior to the purchase of shares of Common Stock under each Purchase Contract, such Purchase Contract Contracts shall not entitle the Holder of a Unit an Income PRIDES Certificates to any of the rights of a holder of shares of Common Stock, including, without limitation, the right to vote or receive any dividends or other payments or to consent or to receive notice as a shareholder stockholders in respect of the meetings of shareholders stockholders or for the election of directors of the Company or for any other matter, or any other rights whatsoever as stockholders of the Company. Each Growth PRIDES Certificate shall evidence the number of Growth PRIDES specified therein, with each such Growth PRIDES representing the ownership by the Holder thereof of a shareholder 1/20 undivided beneficial interest in a Treasury Security with a principal amount equal to $1,000 subject to the Pledge of such Treasury Security by such Holder pursuant to the Pledge Agreement, and the rights and obligations of the Holder thereof and the Company under one Purchase Contract. Prior to the purchase, if any, of shares of Common Stock under the Purchase Contracts, such Growth PRIDES Certificates shall not entitle the Holders of Growth PRIDES Certificates to any of the rights of a holder of shares of Common Stock, including, without limitation, the right to vote or receive any dividends or other payments or to consent or to receive notice as stockholders in respect of the meetings of stockholders or for the election of directors of the Company or for any other matter, or any other rights whatsoever as stockholders of the Company.

Rights and Obligations Evidenced by the Certificates. Each Corporate Unit Certificate shall evidence the number of Corporate Units specified therein, with each such Corporate Unit representing (1) the ownership by the Holder thereof of an Applicable Ownership Interest a beneficial interest in Debentures a Debenture or an the Applicable Ownership Interest in the Treasury Portfolio, as the case may be, subject to the Pledge of such Applicable Ownership Interest in Debentures Debenture or the Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (i) of the definition of such term)Portfolio, as the case may be, by such Holder pursuant to the Pledge Agreement, and (2) the rights and obligations of the Holder thereof and the Company under one Purchase Contract. The Purchase Contract Agent as attorney‑in‑fact attorney-in-fact for, and on behalf of, the Holder of each Corporate Unit shall pledge, pursuant to the Pledge Agreement, each Applicable Ownership Interest in Debentures Debenture or the Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (i) of the definition of such term)Portfolio, as the case may be, forming a part of such Corporate Unit, to the Collateral Agent and grant to the Collateral Agent a security interest in the right, title, and interest of such Holder in such Applicable Ownership Interest in Debentures Debenture or such the Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (i) of the definition of such term)Portfolio, as the case may be, for the benefit of the Company, to secure the obligation of the Holder under one Purchase Contract to purchase the Common StockStock of the Company. Upon the formation of a Treasury Unit pursuant to Section 3.13, each Each Treasury Unit Certificate shall evidence the number of Treasury Units specified therein, with each such Treasury Unit representing (1) the ownership by the Holder thereof of a [1/20], or [5% %], undivided beneficial interest in a Treasury Security, subject to the Pledge of such interest Treasury Security by such Holder pursuant to the Pledge Agreement, and (2) the rights and obligations of the Holder thereof and the Company under one Purchase Contract. The Purchase Contract Agent as attorney‑in‑fact attorney-in-fact for, and on behalf of, the Holder of each Treasury Unit shall pledge, pursuant to the Pledge Agreement, each undivided beneficial interest in a Treasury Security forming a part of such Treasury Unit, to the Collateral Agent and grant to the Collateral Agent a security interest in the right, title, and interest of such Holder in such undivided beneficial interest in a Treasury Security for the benefit of the Company, to secure the obligation of the Holder under one Purchase Contract to purchase the Common Stock. Prior to the purchase of shares of Common Stock under each Purchase Contract, such Purchase Contract shall not entitle the Holder of a Unit to any of the rights of a holder of shares of Common Stock, including, without limitation, the right to vote or receive any dividends or other payments or to consent or to receive notice as a shareholder in respect of the meetings of shareholders or for the election of directors of the Company or for any other matter, or any other rights whatsoever as a shareholder of the Company.

Rights and Obligations Evidenced by the Certificates. Each Corporate Unit Units Certificate shall evidence the number of Corporate Units specified therein, with each such Corporate Unit representing (1) the ownership by the Holder thereof of an Applicable Ownership Interest in Debentures or an Applicable Ownership Interest Interests in the Treasury Portfolio, as the case may be, subject to the Pledge of such Applicable Ownership Interest in Debentures or Applicable Ownership Interest Interests in the Treasury Portfolio (as specified in clause (i) of the definition of such termApplicable Ownership Interests in the Treasury Portfolio), as the case may be, by such Holder pursuant to the Pledge this Agreement, and (2) the rights and obligations of the Holder thereof and the Company under one Purchase Contract. The Purchase Contract Agent is hereby authorized, as attorney‑in‑fact attorney-in-fact for, and on behalf of, the Holder of each Corporate Unit shall Unit, to pledge, pursuant to Article XI hereof, the Pledge Agreement, each Applicable Ownership Interest in Debentures Debentures, or the Applicable Ownership Interest Interests in the Treasury Portfolio (as specified in clause (i) of the definition of such term), as Applicable Ownership Interests in the case may be, Treasury Portfolio) forming a part of such Corporate Unit, to the Collateral Agent for the benefit of the Company, and to grant to the Collateral Agent Agent, for the benefit of the Company, a security interest in the right, title, title and interest of such Holder in such Applicable Ownership Interest in Debentures or such Applicable Ownership Interest Interests in the Treasury Portfolio (as specified in clause (i) of the definition of such term), as Applicable Ownership Interests in the case may be, for the benefit of the Company, Treasury Portfolio) to secure the obligation Obligations of the Holder under one each Purchase Contract to purchase the shares of Common Stock. To effect such Pledge and grant such security interest, the Purchase Contract Agent on behalf of the Holders of Corporate Units has, on the date hereof, delivered to the Securities Intermediary the Debentures underlying the Applicable Ownership Interests in Debentures by delivering such Debentures indorsed in blank. Upon the formation of a Treasury Unit pursuant to Section 3.13, each Treasury Unit Units Certificate shall evidence the number of Treasury Units specified therein, with each such Treasury Unit representing (1) the ownership by the Holder thereof of a 5% 1/20 undivided beneficial ownership interest in a Treasury SecuritySecurity with a principal amount at maturity equal to $1,000, subject to the Pledge of such interest by such Holder pursuant to the Pledge this Agreement, and (2) the rights and obligations of the Holder thereof and the Company under one Purchase Contract. The Purchase Contract Agent is hereby authorized, as attorney‑in‑fact attorney-in-fact for, and on behalf of, the Holder of each Treasury Unit shall Unit, to pledge, pursuant to the Pledge AgreementArticle XI, each undivided beneficial such Holder’s interest in a the Treasury Security forming a part of such Treasury Unit, Unit to the Collateral Agent Agent, for the benefit of the Company, and to grant to the Collateral Agent Agent, for the benefit of the Company, a security interest in the right, title, title and interest of such Holder in such undivided beneficial interest in a Treasury Security for the benefit of the Company, to secure the obligation Obligations of the Holder under one each Purchase Contract to purchase the shares of Common Stock. Prior to the purchase and delivery of shares of Common Stock under each Purchase Contract, such Purchase Contract shall not entitle the Holder of a Unit to any of the rights of a holder of shares of Common Stock, including, without limitation, the right to vote or receive any dividends or other payments or distributions or to consent or to receive notice as a shareholder in respect of the meetings of shareholders or for the election of directors of the Company or for any other matter, or any other rights whatsoever as a shareholder of the Company.

Rights and Obligations Evidenced by the Certificates. (a) Each Corporate Unit Equity Units Certificate shall evidence the number of Corporate Equity Units specified therein, with each such Corporate Unit Equity Units Certificate representing (1) the ownership by the Holder thereof of an Applicable Ownership Interest a beneficial interest in Debentures a Note or an the appropriate Treasury Consideration or Applicable Ownership Interest in the Treasury Portfolio, as the case may be, subject to the Pledge of such Applicable Ownership Interest in Debentures Note or such Treasury Consideration or Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (i) of the definition of such term)Portfolio, as the case may be, by such Holder pursuant to the Pledge Agreement, and (2) the rights and obligations of the Holder thereof and the Company under one Forward Purchase Contract. The Purchase Contract Agent as attorney‑in‑fact attorney-in-fact for, and on behalf of, the Holder of each Corporate Equity Unit shall pledge, pursuant to the Pledge Agreement, each Applicable Ownership Interest in Debentures the Note or the appropriate Treasury Consideration or Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (i) of the definition of such term)Portfolio, as the case may be, forming a part of such Corporate UnitEquity Units, to the Collateral Agent and grant to the Collateral Agent a security interest in the right, title, and interest of such Holder in such Applicable Ownership Interest in Debentures Note or such Treasury Consideration or Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (i) of the definition of such term)Portfolio, as the case may be, for the benefit of the Company, to secure the obligation of the Holder under one each Forward Purchase Contract to purchase the Common Stock. Upon the formation of a Treasury Unit pursuant to Section 3.13, each Treasury Unit Certificate shall evidence the number of Treasury Units specified therein, with each such Treasury Unit representing (1) the ownership by the Holder thereof of a 5% undivided beneficial interest in a Treasury Security, subject to the Pledge of such interest by such Holder pursuant to the Pledge Agreement, and (2) the rights and obligations of the Holder thereof and the Company under one Purchase Contract. The Purchase Contract Agent as attorney‑in‑fact for, and on behalf of, the Holder of each Treasury Unit shall pledge, pursuant to the Pledge Agreement, each undivided beneficial interest in a Treasury Security forming a part of such Treasury Unit, to the Collateral Agent and grant to the Collateral Agent a security interest in the right, title, and interest of such Holder in such undivided beneficial interest in a Treasury Security for the benefit Stock of the Company, to secure the obligation of the Holder under one Purchase Contract to purchase the Common Stock. Prior to the purchase of shares of Common Stock under each Forward Purchase Contract, such Forward Purchase Contract Contracts shall not entitle the Holder Holders of a Unit Equity Units Certificates to any of the rights of a holder of shares of Common Stock, including, without limitation, the right to vote or receive any dividends or other payments or to consent or to receive notice as a shareholder stockholders in respect of the meetings of shareholders stockholders or for the election of directors of the Company or for any other matter, or any other rights whatsoever as a shareholder stockholders of the Company. (b) Each Stripped Units Certificate shall evidence the number of Stripped Units specified therein, with each such Stripped Units Certificate representing the ownership by the Holder thereof of a 1/20 undivided beneficial interest in a Treasury Security, subject to the Pledge of such interest in such Treasury Security by such Holder pursuant to the Pledge Agreement, and the rights and obligations of the Holder thereof and the Company under one Forward Purchase Contract. The Agent as attorney-in-fact for, and on behalf of, the Holder of each Stripped Unit shall pledge, pursuant to the Pledge Agreement, the Treasury Security, forming a part of such Stripped Unit, to the Collateral Agent and grant to the Collateral Agent a security interest in the right, title and interest of such Holder in such Treasury Security for the benefit of the Company, to secure the obligation of the Holder under each Forward Purchase Contract to purchase shares of Common Stock pursuant to this Agreement and the related Forward Purchase Contract. Prior to the purchase of shares of Common Stock under each Forward Purchase Contract, such Forward Purchase Contracts shall not entitle the Holders of Stripped Units Certificates to any of the rights of a holder of shares of Common Stock, including, without limitation, the right to vote or receive any dividends or other payments or to consent or to receive notice as stockholders in respect of the meetings of stockholders or for the election of directors of the Company or for any other matter, or any other rights whatsoever as stockholders of the Company.

Rights and Obligations Evidenced by the Certificates. Each Corporate Unit SPC Units Certificate shall evidence the number of Corporate SPC Units specified therein, with each such Corporate SPC Unit representing (1) the ownership by the Holder thereof of an Applicable Ownership Interest a beneficial interest in Debentures one [Preferred Security,] Note having a [liquidation] [principal] amount of [$25] [or an the Applicable Ownership Interest in the Treasury Portfolio, as the case may be, ,] subject to the Pledge of such Applicable Ownership Interest in Debentures [Preferred Security,] Note [or Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (iA) of the definition of such term)) in the Treasury Portfolio, as the case may be, ] by such Holder pursuant to the Pledge Agreement, and (2) the rights and obligations of the Holder thereof and the Company under one Purchase Contract. The Purchase Contract Agent as attorney‑in‑fact attorney-in-fact for, and on behalf of, the Holder of each Corporate SPC Unit shall pledge, pursuant to the Pledge Agreement, each Applicable Ownership Interest in Debentures the [Preferred Security,] Note [or Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (iA) of the definition of such term)) in the Treasury Portfolio, as the case may be, ,] forming a part of such Corporate SPC Unit, to the Collateral Agent and grant to the Collateral Agent a security interest in the right, title, title and interest of such Holder in such [Preferred Security,] Note [or Applicable Ownership Interest in Debentures or such Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (iA) of the definition of such term)) in the Treasury Portfolio, as the case may be, ] for the benefit of the Company, to secure the obligation of the Holder under one each Purchase Contract to purchase the shares of Common Stock. Prior to the purchase of shares of Common Stock under each Purchase Contract, such Purchase Contracts shall not entitle the Holder of a SPC Units Certificate to any of the rights of a holder of shares of Common Stock, including, without limitation, the right to vote or receive any dividends or other payments or to consent or to receive notice as a shareholder in respect of the meetings of shareholders or for the election of directors of the Company or for any other matter, or any other rights whatsoever as a shareholder of the Company. Upon the formation of a Treasury SPC Unit pursuant to Section 3.13, each Treasury Unit SPC Units Certificate shall evidence the number of Treasury SPC Units specified therein, with each such Treasury SPC Unit representing (1) the ownership by the Holder thereof of a 5% [1/40] undivided beneficial ownership interest in a Treasury SecuritySecurity with a principal amount at maturity equal to $1,000, subject to the Pledge of such interest Treasury Security by such Holder pursuant to the Pledge Agreement, and (2) the rights and obligations of the Holder thereof and the Company under one Purchase Contract. The Purchase Contract Agent as attorney‑in‑fact attorney-in-fact for, and on behalf of, the Holder of each Treasury SPC Unit shall pledge, pursuant to the Pledge Agreement, each undivided beneficial interest in a Treasury Security or portion thereof forming a part of such Treasury SPC Unit, to the Collateral Agent and grant to the Collateral Agent a security interest in the right, title, title and interest of such Holder in such undivided beneficial interest in a Treasury Security for the benefit of the Company, to secure the obligation of the Holder under one each Purchase Contract to purchase the shares of Common Stock. Prior to the purchase of shares of Common Stock under each Purchase Contract, such Purchase Contract Contracts shall not entitle the Holder of a Unit Treasury SPC Units Certificate to any of the rights of a holder of shares of Common Stock, including, without limitation, the right to vote or receive any dividends or other payments or to consent or to receive notice as a shareholder in respect of the meetings of shareholders or for the election of directors of the Company or for any other matter, or any other rights whatsoever as a shareholder of the Company.

Rights and Obligations Evidenced by the Certificates. Each Corporate Unit Units Certificate shall evidence the number of Corporate Units specified therein, with each such Corporate Unit representing (1) the ownership by the Holder thereof of an Applicable Ownership Interest in Debentures Notes or an Applicable Ownership Interest in the Treasury Portfolio, as the case may be, subject to the Pledge of such Applicable Ownership Interest in Debentures Notes or Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (i) of the definition of such term), as the case may be, by such Holder pursuant to the Pledge this Agreement, and (2) the rights and obligations of the Holder thereof and the Company under one Purchase Contract. The Purchase Contract Agent is hereby authorized, as attorney‑in‑fact attorney-in-fact for, and on behalf of, the Holder of each Corporate Unit shall Unit, to pledge, pursuant to Article 11 hereof, the Pledge Agreement, each Applicable Ownership Interest in Debentures Notes, or the Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (i) of the definition of such term) forming a part of such Corporate Unit, to the Collateral Agent for the benefit of the Company, and to grant to the Collateral Agent, for the benefit of the Company, a security interest in the right, title and interest of such Holder in such Applicable Ownership Interest in Notes or Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (i) of the definition of such term), as the case may be, forming a part of such Corporate Unit, to the Collateral Agent and grant to the Collateral Agent a security interest in the right, title, and interest of such Holder in such Applicable Ownership Interest in Debentures or such Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (i) of the definition of such term), as the case may be, for the benefit of the Company, to secure the obligation of the Holder under one each Purchase Contract to purchase the shares of Common Stock. To effect such Pledge and grant such security interest, the Purchase Contract Agent on behalf of the Holders of Corporate Units has, on the date hereof, delivered to the Collateral Agent the Notes underlying the Applicable Ownership Interests in Notes. Upon the formation of a Treasury Unit pursuant to Section 3.13, each Treasury Unit Units Certificate shall evidence the number of Treasury Units specified therein, with each such Treasury Unit representing (1) the ownership by the Holder thereof of a 5% 1/20, or 5.0%, undivided beneficial interest in a Treasury SecuritySecurity with a principal amount equal to $1,000, subject to the Pledge of such interest by such Holder pursuant to the Pledge this Agreement, and (2) the rights and obligations of the Holder thereof and the Company under one Purchase Contract. The Purchase Contract Agent is hereby authorized, as attorney‑in‑fact attorney-in-fact for, and on behalf of, the Holder of each Treasury Unit shall Unit, to pledge, pursuant to the Pledge AgreementArticle 11 hereof, each undivided beneficial such Holder’s interest in a the Treasury Security forming a part of such Treasury Unit, Unit to the Collateral Agent Agent, for the benefit of the Company, and to grant to the Collateral Agent Agent, for the benefit of the Company, a security interest in the right, title, title and interest of such Holder in such undivided beneficial interest in a Treasury Security for the benefit of the Company, to secure the obligation of the Holder under one each Purchase Contract to purchase the shares of Common Stock. Prior to the purchase of shares of Common Stock under each Purchase Contract, such Purchase Contract shall not entitle the Holder of a Unit to any of the rights of a holder of shares of Common Stock, including, without limitation, the right to vote or receive any dividends or other payments or to consent or to receive notice as a shareholder in respect of the meetings of shareholders or for the election of directors of the Company or for any other matter, or any other rights whatsoever as a shareholder of the Company.

Rights and Obligations Evidenced by the Certificates. Each Corporate Unit Units Certificate shall evidence the number of Corporate Units specified therein, with each such Corporate Unit representing (1) the ownership by the Holder thereof of an Applicable Ownership Interest in Debentures Notes or an Applicable Ownership Interest in the Treasury Portfolio, as the case may be, subject to the Pledge of such Applicable Ownership Interest in Debentures Notes or Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (i) of each paragraph of the definition definitions of such termApplicable Ownership Interest in the Remarketing Treasury Portfolio or the Applicable Ownership Interest in the Special Event Treasury Portfolio, as the case may be), as the case may be, by such Holder pursuant to the Pledge this Agreement, and (2) the rights and obligations of the Holder thereof and the Company under one Purchase Contract. The Purchase Contract Agent is hereby authorized, as attorney‑in‑fact attorney-in-fact for, and on behalf of, the Holder of each Corporate Unit shall Unit, to pledge, pursuant to Article 11 hereof, the Pledge Agreement, each Applicable Ownership Interest in Debentures Notes, or the Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (i) of each paragraph of the definitions of Applicable Ownership Interest in the Remarketing Treasury Portfolio or the Applicable Ownership Interest in the Special Event Treasury Portfolio, as the case may be) forming a part of such Corporate Unit, to the Collateral Agent for the benefit of the Company, and to grant to the Collateral Agent, for the benefit of the Company, a security interest in the right, title and interest of such Holder in such Applicable Ownership Interest in Notes or Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (i) of each paragraph of the definition definitions of such term)Applicable Ownership Interest in the Remarketing Treasury Portfolio or the Applicable Ownership Interest in the Special Event Treasury Portfolio, as the case may be, forming a part of such Corporate Unit, to the Collateral Agent and grant to the Collateral Agent a security interest in the right, title, and interest of such Holder in such Applicable Ownership Interest in Debentures or such Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (i) of the definition of such term), as the case may be, for the benefit of the Company, to secure the obligation of the Holder under one each Purchase Contract to purchase the shares of Common Stock. To effect such Pledge and grant such security interest, the Purchase Contract Agent on behalf of the Holders of Corporate Units has, on the date hereof, delivered to the Collateral Agent the Notes underlying the Applicable Ownership Interests in Notes. Upon the formation of a Treasury Unit pursuant to Section 3.13, each Treasury Unit Units Certificate shall evidence the number of Treasury Units specified therein, with each such Treasury Unit representing (1) the ownership by the Holder thereof of a 5% 1/20, or 5.0%, undivided beneficial interest in a Treasury SecuritySecurity with a principal amount equal to $1,000, subject to the Pledge of such interest by such Holder pursuant to the Pledge this Agreement, and (2) the rights and obligations of the Holder thereof and the Company under one Purchase Contract. The Purchase Contract Agent is hereby authorized, as attorney‑in‑fact attorney-in-fact for, and on behalf of, the Holder of each Treasury Unit shall Unit, to pledge, pursuant to the Pledge AgreementArticle 11 hereof, each undivided beneficial such Holder’s interest in a the Treasury Security forming a part of such Treasury Unit, Unit to the Collateral Agent Agent, for the benefit of the Company, and to grant to the Collateral Agent Agent, for the benefit of the Company, a security interest in the right, title, title and interest of such Holder in such undivided beneficial interest in a Treasury Security for the benefit of the Company, to secure the obligation of the Holder under one each Purchase Contract to purchase the shares of Common Stock. Prior to the purchase of shares of Common Stock under each Purchase Contract, such Purchase Contract shall not entitle the Holder of a Unit to any of the rights of a holder of shares of Common Stock, including, without limitation, the right to vote or receive any dividends or other payments or to consent or to receive notice as a shareholder in respect of the meetings of shareholders or for the election of directors of the Company or for any other matter, or any other rights whatsoever as a shareholder of the Company.

Rights and Obligations Evidenced by the Certificates. Each Corporate Unit Units Certificate shall evidence the number of Corporate Units specified therein, with each such Corporate Unit representing (1) the ownership by the Holder thereof of an Applicable Ownership Interest in Debentures or an Applicable Ownership Interest in the Treasury Portfolio, as the case may be, subject to the Pledge of such Applicable Ownership Interest in Debentures Debenture or Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (i) of the definition of such term), as the case may be, by such Holder pursuant to the Pledge this Agreement, and (2) the rights and obligations of the Holder thereof and the Company under one Purchase Contract. The Purchase Contract Agent is hereby authorized, as attorney‑in‑fact attorney-in-fact for, and on behalf of, the Holder of each Corporate Unit shall Unit, to pledge, pursuant to Article 11 hereof, the Pledge AgreementApplicable Ownership Interest in Debentures, each or the Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (i) of the definition of such term) forming a part of such Corporate Unit, to the Collateral Agent for the benefit of the Company, and to grant to the Collateral Agent, for the benefit of the Company, a security interest in the right, title and interest of such Holder in such Applicable Ownership Interest in Debentures or Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (i) of the definition of such term), as the case may be, forming a part of such Corporate Unit, to the Collateral Agent and grant to the Collateral Agent a security interest in the right, title, and interest of such Holder in such Applicable Ownership Interest in Debentures or such Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (i) of the definition of such term), as the case may be, for the benefit of the Company, to secure the obligation of the Holder under one each Purchase Contract to purchase the shares of Common Stock. To effect such Pledge and grant such security interest, the Purchase Contract Agent on behalf of the Holders of Corporate Units has, on the date hereof, delivered to the Collateral Agent the Debentures underlying the Applicable Ownership Interests in Debentures. Upon the formation of a Treasury Unit pursuant to Section 3.13, each Treasury Unit Certificate shall evidence the number of Treasury Units specified therein, with each such Treasury Unit representing (1) the ownership by the Holder thereof of a 51/20 or 5.0% undivided beneficial interest in a Treasury SecuritySecurity with a principal amount equal to $1,000, subject to the Pledge of such interest by such Holder pursuant to the Pledge this Agreement, and (2) the rights and obligations of the Holder thereof and the Company under one Purchase Contract. The Purchase Contract Agent is hereby authorized, as attorney‑in‑fact attorney-in-fact for, and on behalf of, the Holder of each Treasury Unit shall Unit, to pledge, pursuant to the Pledge AgreementArticle 11 hereof, each undivided beneficial such Holder’s interest in a the Treasury Security forming a part of such Treasury Unit, Unit to the Collateral Agent Agent, for the benefit of the Company, and to grant to the Collateral Agent Agent, for the benefit of the Company, a security interest in the right, title, title and interest of such Holder in such undivided beneficial interest in a Treasury Security for the benefit of the Company, to secure the obligation of the Holder under one each Purchase Contract to purchase the shares of Common Stock. Prior to the purchase of shares of Common Stock under each Purchase Contract, such Purchase Contract shall not entitle the Holder of a Unit to any of the rights of a holder of shares of Common Stock, including, without limitation, the right to vote or receive any dividends or other payments or to consent or to receive notice as a shareholder in respect of the meetings of shareholders or for the election of directors of the Company or for any other matter, or any other rights whatsoever as a shareholder of the Company.

Rights and Obligations Evidenced by the Certificates. Each Corporate Unit Stock Purchase Units Certificate shall evidence the number of Corporate Stock Purchase Units specified therein, with each such Corporate Stock Purchase Unit representing (1) the ownership by the Holder thereof of an a beneficial interest in a Preferred Security, a [Subordinated] Note or the Applicable Ownership Interest in Debentures or an Applicable Ownership Interest in of the Treasury Portfolio, as the case may be, subject to the Pledge of such Preferred Security, such [Subordinated] Note or the Applicable Ownership Interest in Debentures or Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (iA) of the definition of such term)) of the Treasury Portfolio, as the case may be, by such Holder pursuant to the Pledge Agreement, and (2) the rights and obligations of the Holder thereof and the Company under one Purchase Contract. The Purchase Contract Agent Agent, as attorney‑in‑fact attorney-in-fact for, and on behalf of, the Holder of each Corporate Stock Purchase Unit shall pledge, pursuant to the Pledge Agreement, each the Preferred Security, the [Subordinated] Note or the Applicable Ownership Interest in Debentures or Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (iA) of the definition of such term)) of the Treasury Portfolio, as the case may be, forming a part of such Corporate Stock Purchase Unit, to the Collateral Agent and grant to the Collateral Agent a security interest in the right, title, title and interest of such Holder in such Preferred Security, such [Subordinated] Note or the Applicable Ownership Interest in Debentures or such Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (iA) of the definition of such term)) of the Treasury Portfolio, as the case may be, for the benefit of the Company, to secure the obligation of the Holder under one each Purchase Contract to purchase the shares of Common Stock. Upon the formation of a Treasury Stock Purchase Unit pursuant to Section 3.13, each Treasury Unit Stock Purchase Units Certificate shall evidence the number of Treasury Stock Purchase Units specified therein, with each such Treasury Stock Purchase Unit representing (1) the ownership by the Holder thereof of a 5% 1/40 undivided beneficial interest in a Treasury SecuritySecurity with a principal amount equal to $1,000, subject to the Pledge of such interest Treasury Security by such Holder pursuant to the Pledge Agreement, and (2) the rights and obligations of the Holder thereof and the Company under one Purchase Contract. The Purchase Contract Agent as attorney‑in‑fact for, and on behalf of, the Holder of each Treasury Unit shall pledge, pursuant to the Pledge Agreement, each undivided beneficial interest in a Treasury Security forming a part of such Treasury Unit, to the Collateral Agent and grant to the Collateral Agent a security interest in the right, title, and interest of such Holder in such undivided beneficial interest in a Treasury Security for the benefit of the Company, to secure the obligation of the Holder under one Purchase Contract to purchase the Common Stock. Prior to the purchase of shares of Common Stock under each Purchase Contract, such Purchase Contract Contracts shall not entitle the Holder of a Unit Security to any of the rights of a holder of shares of Common Stock, including, without limitation, the right to vote or receive any dividends or other payments or to consent or to receive notice as a shareholder in respect of the meetings of shareholders or for the election of directors of the Company or for any other matter, or any other rights whatsoever as a shareholder of the Company.

Rights and Obligations Evidenced by the Certificates. Each Corporate Unit Units Certificate shall evidence the number of Corporate Units specified therein, with each such Corporate Unit representing (1) the ownership by the Holder thereof of an Applicable Ownership Interest in Debentures Notes or an Applicable Ownership Interest in the Treasury Portfolio, as the case may be, subject to the Pledge of such Applicable Ownership Interest in Debentures Notes or Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (i) of the definition of such termApplicable Ownership Interest in the Treasury Portfolio), as the case may be, by such Holder pursuant to the Pledge this Agreement, and (2) the rights and obligations of the Holder thereof and the Company under one Purchase Contract. The Purchase Contract Agent is hereby authorized, as attorney‑in‑fact attorney-in-fact for, and on behalf of, the Holder of each Corporate Unit shall Unit, to pledge, pursuant to Article 11, the Pledge Agreement, each Applicable Ownership Interest in Debentures Notes, or the Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (i) of the definition of Applicable Ownership Interest in the Treasury Portfolio) forming a part of such Corporate Unit, to the Collateral Agent for the benefit of the Company, and to grant to the Collateral Agent, for the benefit of the Company, a security interest in the right, title and interest of such Holder in such Applicable Ownership Interest in Notes or Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (i) of the definition of such term), as the case may be, forming a part of such Corporate Unit, to the Collateral Agent and grant to the Collateral Agent a security interest in the right, title, and interest of such Holder in such Applicable Ownership Interest in Debentures or such Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (iPortfolio) of the definition of such term), as the case may be, for the benefit of the Company, to secure the obligation Obligations of the Holder under one each Purchase Contract to purchase the shares of Common Stock. To effect such Pledge and grant such security interest, the Purchase Contract Agent on behalf of the Holders of Corporate Units has, on the date hereof, delivered to the Securities Intermediary the Notes underlying the Applicable Ownership Interests in Notes by delivering such Notes indorsed in blank to the Securities Intermediary to be held by the Securities Intermediary in accordance with the terms hereof. Upon the formation of a Treasury Unit pursuant to Section 3.13, each Treasury Unit Units Certificate shall evidence the number of Treasury Units specified therein, with each such Treasury Unit representing (1) the ownership by the Holder thereof of a 1/20 or 5% undivided beneficial ownership interest in a Treasury SecuritySecurity with a principal amount at maturity equal to $1,000, subject to the Pledge of such interest by such Holder pursuant to the Pledge this Agreement, and (2) the rights and obligations of the Holder thereof and the Company under one Purchase Contract. The Purchase Contract Agent is hereby authorized, as attorney‑in‑fact attorney-in-fact for, and on behalf of, the Holder of each Treasury Unit shall Unit, to pledge, pursuant to the Pledge AgreementArticle 11, each undivided beneficial such Holder’s interest in a the Treasury Security forming a part of such Treasury Unit, Unit to the Collateral Agent Agent, for the benefit of the Company, and to grant to the Collateral Agent Agent, for the benefit of the Company, a security interest in the right, title, title and interest of such Holder in such undivided beneficial interest in a Treasury Security for the benefit of the Company, to secure the obligation Obligations of the Holder under one each Purchase Contract to purchase the shares of Common Stock. Prior to the purchase and delivery of shares of Common Stock under each Purchase Contract, such Purchase Contract shall not entitle the Holder of a Unit to any of the rights of a holder of shares of Common Stock, including, without limitation, the right to vote or receive any dividends or other payments or distributions or to consent or to receive notice as a shareholder in respect of the meetings of shareholders or for the election of directors of the Company or for any other matter, or any other rights whatsoever as a shareholder of the Company.

Rights and Obligations Evidenced by the Certificates. Each Corporate Unit Certificate shall evidence the number of Corporate Units specified thereinin it, with each such Corporate Unit representing (1) the ownership by the Holder thereof of an Applicable Ownership Interest a beneficial interest in Debentures or an Applicable Ownership Interest in the Treasury Portfolio, as the case may bea Debenture, subject to the Pledge of such Applicable Ownership Interest in Debentures or Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (i) of the definition of such term), as the case may be, Debenture by such Holder pursuant to the Pledge Agreement, and (2) the rights and obligations of the Holder thereof of such Certificate and the Company under one Purchase Contract. The Purchase Contract Agent as attorney‑in‑fact attorney-in-fact for, and on behalf of, the Holder of each Corporate Unit shall pledge, pursuant to the Pledge Agreement, each Applicable Ownership Interest in Debentures or Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (i) of the definition of such term), as the case may be, Debenture forming a part of such Corporate Unit, Unit to the Collateral Agent and grant to the Collateral Agent a security interest in the right, title, title and interest of such Holder in such Applicable Ownership Interest in Debentures or such Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (i) of the definition of such term), as the case may be, Debenture for the benefit of the Company, to secure the obligation of the Holder under one such Purchase Contract to purchase the Common Stock. Upon the formation of a Treasury Unit pursuant to Section 3.13, each Treasury Unit Certificate shall evidence the number of Treasury Units specified therein, with each such Treasury Unit representing (1) the ownership by the Holder thereof of a 5% undivided beneficial interest in a Treasury Security, subject to the Pledge of such interest by such Holder pursuant to the Pledge Agreement, and (2) the rights and obligations of the Holder thereof and the Company under one Purchase Contract. The Purchase Contract Agent as attorney‑in‑fact for, and on behalf of, the Holder of each Treasury Unit shall pledge, pursuant to the Pledge Agreement, each undivided beneficial interest in a Treasury Security forming a part of such Treasury Unit, to the Collateral Agent and grant to the Collateral Agent a security interest in the right, title, and interest of such Holder in such undivided beneficial interest in a Treasury Security for the benefit Stock of the Company, to secure the obligation of the Holder under one Purchase Contract to purchase the Common Stock. Prior to the purchase of shares of Common Stock under each a Purchase Contract, such Purchase Contract shall not entitle the Holder of a Corporate Unit Certificate to any of the rights of a holder of shares of Common Stock, including, without limitation, the right to vote or receive any dividends or other payments or to consent or to receive notice as a shareholder stockholder in respect of the meetings of shareholders stockholders or for the election of directors of the Company or for any other matter, or any other rights whatsoever as a shareholder stockholder of the Company. Each Treasury Unit Certificate shall evidence the number of Treasury Units specified in it, with each such Treasury Unit representing the ownership by the Holder of such Certificate of a beneficial interest in a Treasury Security with a principal amount at maturity equal to $1,000.00, subject to the Pledge of such Treasury Security by such Holder pursuant to the Pledge Agreement, and the rights and obligations of the Holder of such Unit and the Company under one Purchase Contract. Prior to the purchase of shares of Common Stock under a Purchase Contract, such Purchase Contract shall not entitle the Holder of a Treasury Unit Certificate to any of the rights of a holder of shares of Common Stock, including, without limitation, the right to vote or receive any dividends or other payments or to consent or to receive notice as a stockholder in respect of the meetings of stockholders or for the election of directors of the Company or for any other matter, or any other rights as a stockholder of the Company. <4>To be determined at the time the Purchase Contract Agreement is executed and delivered.

Rights and Obligations Evidenced by the Certificates. (a) Each Corporate Unit Normal Units Certificate shall evidence the number of Corporate Normal Units specified therein, with each such Corporate Normal Unit representing (1) the ownership by the Holder thereof of an Applicable Ownership Interest a beneficial interest in Debentures a Note or an the appropriate Treasury Consideration or Applicable Ownership Interest in the Treasury Portfolio, as the case may be, subject to the Pledge of such Applicable Ownership Interest in Debentures Note or such Treasury Consideration or Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (i) of the definition of such term)Portfolio, as the case may be, by such Holder pursuant to the Pledge Agreement, and (2) the rights and obligations of the Holder thereof and the Company under one Purchase Contract. The Purchase Contract Agent as attorney‑in‑fact attorney- in-fact for, and on behalf of, the Holder of each Corporate Normal Unit shall pledge, pursuant to the Pledge Agreement, each Applicable Ownership Interest in Debentures the Note or the appropriate Treasury Consideration or Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (i) of the definition of such term)Portfolio, as the case may be, forming a part of such Corporate Normal Unit, to the Collateral Agent and grant to the Collateral Agent a security interest in the right, title, and interest of such Holder in such Applicable Ownership Interest in Debentures Note or such Treasury Consideration or Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (i) of the definition of such term)Portfolio, as the case may be, for the benefit of the Company, to secure the obligation of the Holder under one each Purchase Contract to purchase the Common Stock. Upon the formation of a Treasury Unit pursuant to Section 3.13, each Treasury Unit Certificate shall evidence the number of Treasury Units specified therein, with each such Treasury Unit representing (1) the ownership by the Holder thereof of a 5% undivided beneficial interest in a Treasury Security, subject to the Pledge of such interest by such Holder pursuant to the Pledge Agreement, and (2) the rights and obligations of the Holder thereof and the Company under one Purchase Contract. The Purchase Contract Agent as attorney‑in‑fact for, and on behalf of, the Holder of each Treasury Unit shall pledge, pursuant to the Pledge Agreement, each undivided beneficial interest in a Treasury Security forming a part of such Treasury Unit, to the Collateral Agent and grant to the Collateral Agent a security interest in the right, title, and interest of such Holder in such undivided beneficial interest in a Treasury Security for the benefit Stock of the Company, to secure the obligation of the Holder under one Purchase Contract to purchase the Common Stock. Prior to the purchase of shares of Common Stock under each Purchase Contract, such Purchase Contract Contracts shall not entitle the Holder Holders of a Unit Normal Units Certificates to any of the rights of a holder of shares of Common Stock, including, without limitation, the right to vote or receive any dividends or other payments or to consent or to receive notice as a shareholder stockholders in respect of the meetings of shareholders stockholders or for the election of directors of the Company or for any other matter, or any other rights whatsoever as a shareholder stockholders of the Company. (b) Each Stripped Units Certificate shall evidence the number of Stripped Units specified therein, with each such Stripped Unit representing the ownership by the Holder thereof of a 1/10 undivided beneficial interest in a Treasury Security, subject to the Pledge of such interest in such Treasury Security by such Holder pursuant to the Pledge Agreement, and the rights and obligations of the Holder thereof and the Company under one Purchase Contract. Prior to the purchase of shares of Common Stock under each Purchase Contract, such Purchase Contracts shall not entitle the Holders of Stripped Units Certificates to any of the rights of a holder of shares of Common Stock, including, without limitation, the right to vote or receive any dividends or other payments or to consent or to receive notice as stockholders in respect of the meetings of stockholders or for the election of directors of the Company or for any other matter, or any other rights whatsoever as stockholders of the Company.

Rights and Obligations Evidenced by the Certificates. Each Corporate Unit New PEPS Units Certificate shall evidence the number of Corporate New PEPS Units specified therein, with each such Corporate Unit New PEPS Units representing (1) the ownership by the Holder thereof of an Applicable Ownership Interest a 1/40, or 2.5%, undivided beneficial ownership interest in Debentures or an Applicable Ownership Interest in the Treasury Portfolio, as the case may bea $1,000 principal amount Note, subject to the Pledge of such Applicable Ownership Interest ownership interest in Debentures or Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (i) of the definition of such term), as the case may be, a Note by such Holder pursuant to the Pledge Agreement, and (2) the rights and obligations of the Holder thereof and the Company under one Purchase Contract. The Purchase Contract Agent as attorney‑in‑fact attorney-in-fact for, and on behalf of, the Holder of each Corporate New PEPS Unit shall pledge, pursuant to the Pledge Agreement, each Applicable Ownership Interest Agreement the ownership interest in Debentures or Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (i) of the definition of such term), as the case may be, a Note forming a part of such Corporate New PEPS Unit, to the Collateral Agent and grant to the Collateral Agent a security interest in the right, title, title and interest of such Holder in such Applicable Ownership Interest ownership interest in Debentures or such Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (i) of the definition of such term), as the case may bea Note, for the benefit of the Company, to secure the obligation of the Holder under one each Purchase Contract to purchase the shares of Common Stock. Upon the formation of a Treasury Unit pursuant to Section 3.13, each Treasury Unit Units Certificate shall evidence the number of Treasury Units specified therein, with each such Treasury Unit representing (1) the ownership by the Holder thereof of a 5% 1/40, or 2.5%, undivided beneficial ownership interest in a Treasury SecuritySecurity with a principal amount at maturity equal to $1,000, subject to the Pledge of such interest Treasury Security by such Holder pursuant to the Pledge Agreement, and (2) the rights and obligations of the Holder thereof and the Company under one Purchase Contract. The Purchase Contract Agent as attorney‑in‑fact for, and on behalf of, the Holder of each Treasury Unit shall pledge, pursuant to the Pledge Agreement, each undivided beneficial interest in a Treasury Security forming a part of such Treasury Unit, to the Collateral Agent and grant to the Collateral Agent a security interest in the right, title, and interest of such Holder in such undivided beneficial interest in a Treasury Security for the benefit of the Company, to secure the obligation of the Holder under one Purchase Contract to purchase the Common Stock. Prior to the purchase of shares of Common Stock under each Purchase Contract, such Purchase Contract Contracts shall not entitle the Holder of a Unit Security to any of the rights of a holder of shares of Common Stock, including, without limitation, the right to vote or receive any dividends or other payments or to consent or to receive notice as a shareholder in respect of the meetings of shareholders or for the election of directors of the Company or for any other matter, or any other rights whatsoever as a shareholder of the Company.

Rights and Obligations Evidenced by the Certificates. Each Corporate Unit Certificate shall evidence the number of Corporate Units specified therein, with each such Corporate Unit representing one Stock Purchase Contract and: (1i) prior to the First Stock Purchase Date or, if earlier, the First Remarketing Settlement Date, a 1/40, or 2.5%, undivided beneficial ownership by interest in a Series B-1 Debenture with an aggregate Principal Amount of $1,000; (ii) prior to the Holder thereof Second Stock Purchase Date or, if earlier, the Second Remarketing Settlement Date, a 1/40, or 2.5%, undivided beneficial ownership interest in a Series B-2 Debenture with an aggregate Principal Amount of $1,000; (iii) prior to the Third Stock Purchase Date or, if earlier, Third Remarketing Settlement Date, a 1/40, or 2.5%, undivided beneficial ownership interest in a Series B-3 Debenture with an Applicable Ownership Interest in aggregate Principal Amount of $1,000; and (iv) after the Remarketing Settlement Date for any series of Debentures or an Applicable Ownership Interest and prior to the applicable Stock Purchase Date, the undivided beneficial ownership interest corresponding to one Corporate Unit in the Treasury Portfolio, as Portfolio purchased with the net proceeds of the Remarketing; in each case may be, subject to the Pledge of such Applicable Ownership Interest in Debentures or Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (i) of the definition of such term), as the case may be, by such Holder pursuant to the Pledge Agreement, and (2) the rights and obligations of the Holder thereof and the Company under one Purchase Contractthereof. The Purchase Contract Agent is hereby authorized, as attorney‑in‑fact attorney-in-fact for, and on behalf of, the Holder Holders of each Corporate Unit shall Units, to pledge, pursuant to the Pledge Agreement, each Applicable Ownership Interest in the Debentures or Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (i) of the definition of such term), as the case may be, forming a part of such Corporate UnitUnits, to the Collateral Agent for the benefit of the Company, and to grant to the Collateral Agent a security interest in the right, title, and interest of such Holder in such Applicable Ownership Interest in Debentures or such Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (i) of the definition of such term), as the case may beAgent, for the benefit of the Company, a security interest in the right, title and interest of such Holder: (i) the Series B-1 Debentures to secure the obligation of the Holder Holders under one the Stock Purchase Contract Contracts to purchase shares of Common Stock on the First Stock Purchase Date; (ii) the Series B-2 Debentures to secure the obligation of the Holders under the Stock Purchase Contracts to purchase shares of Common StockStock on the Second Stock Purchase Date; (iii) the Series B-3 Debentures to secure the obligation of the Holders under the Stock Purchase Contracts to purchase shares of Common Stock on the Third Stock Purchase Date; and (iv) after the Remarketing Settlement Date for any series of Debentures and prior to the applicable Stock Purchase Date, an undivided beneficial ownership interest in the Treasury Portfolio purchased with the net proceeds of the Remarketing. Upon the formation creation of a Treasury Unit Units pursuant to Section 3.13, each Treasury Unit Certificate shall evidence the number of Treasury Units specified therein, with each such Treasury Unit Units representing one Stock Purchase Contract and: (1i) prior to the ownership by the Holder thereof of First Stock Purchase Date, a 5% 1/40, or 2.5%, undivided beneficial ownership interest in a the First Qualifying Treasury Security; (ii) prior to the Second Stock Purchase Date, a 1/40, or 2.5%, undivided beneficial ownership interest in the Second Qualifying Treasury Security; and (iii) prior to the Third Stock Purchase Date, a 1/40, or 2.5%, undivided beneficial ownership interest in the Third Qualifying Treasury Security; in each case subject to the Pledge of such interest by such Holder pursuant to the Pledge Agreement, and (2) the rights and obligations of the Holder thereof and the Company under one Purchase Contractthereof. The Purchase Contract Agent is hereby authorized, as attorney‑in‑fact attorney-in-fact for, and on behalf of, the Holder of each Treasury Unit shall Unit, to pledge, pursuant to the Pledge Agreement, each undivided beneficial such Holder’s interest in a each Qualifying Treasury Security forming a part of such Treasury Unit, Unit to the Collateral Agent Agent, for the benefit of the Company, and to grant to the Collateral Agent Agent, for the benefit of the Company, a security interest in the right, title, title and interest of such Holder in such undivided beneficial interest in a Treasury Security for the benefit of the Company, to secure the obligation of the Holder under one each Stock Purchase Contract to purchase the Common Stock. Prior to the purchase of shares of Common Stock under on each Stock Purchase Contract, such Date. Such Stock Purchase Contract shall not entitle the Holder of a Unit Equity Units to any of the rights of a holder of shares of Common Stock, prior to the delivery of shares of Common Stock under each Stock Purchase Contract, including, without limitation, the right to vote or receive any dividends or other payments or to consent or to receive notice as a shareholder stockholder in respect of the meetings of shareholders stockholders or for the election of directors of the Company or for any other matter, or any other rights whatsoever as a shareholder stockholder of the Company. A Holder will become a holder of record of shares of Common Stock delivered pursuant to a Stock Purchase Contract at the close of business on the date the shares of Common Stock are delivered by the Company to the Holder or, if the Company’s stock record book is not open on that day, at the opening of business on the next Business Day the stock record is open.

Rights and Obligations Evidenced by the Certificates. (a) Each Corporate Unit Equity Security Units Certificate shall evidence the number of Corporate Equity Security Units specified therein, with each such Corporate Unit Equity Security Units Certificate representing (1) the ownership by the Holder thereof of an Applicable Ownership Interest a beneficial interest in Debentures a Note, the Treasury Consideration or an the Applicable Ownership Interest in the Treasury Portfolio, as the case may be, subject to the Pledge of such Applicable Ownership Interest in Debentures Note, such Treasury Consideration or such Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (i) of the definition of such term)Portfolio, as the case may be, by such Holder pursuant to the Pledge Agreement, and (2) the rights and obligations of the Holder thereof and the Company under one Purchase Contract. The Purchase Contract Agent Agent, as attorney‑in‑fact attorney-in-fact for, and on behalf of, the Holder of each Corporate Equity Security Unit shall pledge, pursuant to the Pledge Agreement, each Applicable Ownership Interest in Debentures the Note, the Treasury Consideration or the Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (i) of the definition of such term)Portfolio, as the case may be, forming a part of such Corporate UnitEquity Security Units, to the Collateral Agent and grant to the Collateral Agent a security interest in the right, title, and interest of such Holder in such Applicable Ownership Interest in Debentures Note, such Treasury Consideration or such Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (i) of the definition of such term)Portfolio, as the case may be, for the benefit of the Company, to secure the obligation of the Holder under one each Purchase Contract to purchase the Common Stock. Upon the formation of a Treasury Unit pursuant to Section 3.13, each Treasury Unit Certificate shall evidence the number of Treasury Units specified therein, with each such Treasury Unit representing (1) the ownership by the Holder thereof of a 5% undivided beneficial interest in a Treasury Security, subject to the Pledge of such interest by such Holder pursuant to the Pledge Agreement, and (2) the rights and obligations of the Holder thereof and the Company under one Purchase Contract. The Purchase Contract Agent as attorney‑in‑fact for, and on behalf of, the Holder of each Treasury Unit shall pledge, pursuant to the Pledge Agreement, each undivided beneficial interest in a Treasury Security forming a part of such Treasury Unit, to the Collateral Agent and grant to the Collateral Agent a security interest in the right, title, and interest of such Holder in such undivided beneficial interest in a Treasury Security for the benefit Stock of the Company, to secure the obligation of the Holder under one Purchase Contract to purchase the Common Stock. Prior to the purchase of shares of Common Stock under each Purchase Contract, such Purchase Contract Contracts shall not entitle the Holder Holders of a Unit Equity Security Units Certificates to any of the rights of a holder of shares of Common Stock, including, without limitation, the right to vote or receive any dividends or other payments or to consent or to receive notice as a shareholder stockholders in respect of the meetings of shareholders stockholders or for the election of directors of the Company or for any other matter, or any other rights whatsoever as a shareholder stockholders of the Company. (b) Each Stripped Units Certificate shall evidence the number of Stripped Units specified therein, with each such Stripped Units Certificate representing the ownership by the Holder thereof of a 1/20 undivided beneficial interest in a Treasury Security, subject to the Pledge of such interest in such Treasury Security by such Holder pursuant to the Pledge Agreement, and the rights and obligations of the Holder thereof and the Company under one Purchase Contract. The Agent, as attorney-in-fact for, and on behalf of, the Holder of each Stripped Unit shall pledge, pursuant to the Pledge Agreement, the Treasury Security, forming a part of such Stripped Unit, to the Collateral Agent and grant to the Collateral Agent a security interest in the right, title and interest of such Holder in such Treasury Security for the benefit of the Company, to secure the obligation of the Holder under each Purchase Contract to purchase shares of Common Stock pursuant to this Agreement and the related Purchase Contract. Prior to the purchase of shares of Common Stock under each Purchase Contract, such Purchase Contracts shall not entitle the Holders of Stripped Units Certificates to any of the rights of a holder of shares of Common Stock, including, without limitation, the right to vote or receive any dividends or other payments or to consent or to receive notice as stockholders in respect of the meetings of stockholders or for the election of directors of the Company or for any other matter, or any other rights whatsoever as stockholders of the Company.

Rights and Obligations Evidenced by the Certificates. Each Corporate Unit Units Certificate shall evidence the number of Corporate Units specified therein, with each such Corporate Unit representing (1) the ownership by the Holder thereof of an Applicable Ownership Interest in Debentures Notes or an Applicable Ownership Interest in the Treasury Portfolio, as the case may be, subject to the Pledge of such Applicable Ownership Interest in Debentures Notes or Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (i) of the definition of such termApplicable Ownership Interest in the Treasury Portfolio), as the case may be, by such Holder pursuant to the Pledge this Agreement, and (2) the rights and obligations of the Holder thereof and the Company under one Purchase Contract. The Purchase Contract Agent is hereby authorized, as attorney‑in‑fact attorney-in-fact for, and on behalf of, the Holder of each Corporate Unit shall Unit, to pledge, pursuant to Article 11 hereof, the Pledge Agreement, each Applicable Ownership Interest in Debentures Notes, or the Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (i) of the definition of Applicable Ownership Interest in the Treasury Portfolio) forming a part of such Corporate Unit, to the Collateral Agent for the benefit of the Company, and to grant to the Collateral Agent, for the benefit of the Company, a security interest in the right, title and interest of such Holder in such Applicable Ownership Interest in Notes or Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (i) of the definition of such term), as the case may be, forming a part of such Corporate Unit, to the Collateral Agent and grant to the Collateral Agent a security interest in the right, title, and interest of such Holder in such Applicable Ownership Interest in Debentures or such Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (iPortfolio) of the definition of such term), as the case may be, for the benefit of the Company, to secure the obligation of the Holder under one each Purchase Contract to purchase the shares of Common Stock. To effect such Pledge and grant such security interest, the Purchase Contract Agent on behalf of the Holders of Corporate Units has, on the date hereof, delivered to the Collateral Agent the Notes underlying the Applicable Ownership Interests in Notes. Upon the formation of a Treasury Unit pursuant to Section 3.13, each Treasury Unit Units Certificate shall evidence the number of Treasury Units specified therein, with each such Treasury Unit representing (1) the ownership by the Holder thereof of a 5% 1/20, or 5.0%, undivided beneficial ownership interest in a Treasury SecuritySecurity with a principal amount equal to $1,000, subject to the Pledge of such interest by such Holder pursuant to the Pledge this Agreement, and (2) the rights and obligations of the Holder thereof and the Company under one Purchase Contract. The Purchase Contract Agent is hereby authorized, as attorney‑in‑fact attorney-in-fact for, and on behalf of, the Holder of each Treasury Unit shall Unit, to pledge, pursuant to the Pledge AgreementArticle 11 hereof, each undivided beneficial such Holder’s interest in a the Treasury Security forming a part of such Treasury Unit, Unit to the Collateral Agent Agent, for the benefit of the Company, and to grant to the Collateral Agent Agent, for the benefit of the Company, a security interest in the right, title, title and interest of such Holder in such undivided beneficial interest in a Treasury Security for the benefit of the Company, to secure the obligation of the Holder under one each Purchase Contract to purchase the shares of Common Stock. Prior to the purchase of shares of Common Stock under each Purchase Contract, such Purchase Contract shall not entitle the Holder of a Unit to any of the rights of a holder of shares of Common Stock, including, without limitation, the right to vote or receive any dividends or other payments or distributions or to consent or to receive notice as a shareholder in respect of the meetings of shareholders or for the election of directors of the Company or for any other matter, or any other rights whatsoever as a shareholder of the Company.

Rights and Obligations Evidenced by the Certificates. Each Corporate Unit PIES Certificate shall evidence the number of Corporate Units PIES specified therein, with each such Corporate Unit PIES representing (1) the ownership by the Holder thereof of an a beneficial interest in a Preferred Security, a Debenture or the Applicable Ownership Interest in Debentures or an Applicable Ownership Interest in of the Treasury Portfolio, as the case may be, subject to the Pledge of such Preferred Security, such Debenture or the Applicable Ownership Interest in Debentures or Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (iA) of the definition of such term)) of the Treasury Portfolio, as the case may be, by such Holder pursuant to the Pledge Agreement, and (2) the rights and obligations of the Holder thereof and the Company under one Purchase Contract. The Purchase Contract Agent as attorney‑in‑fact attorney-in-fact for, and on behalf of, the Holder of each Corporate Unit PIES shall pledge, pursuant to the Pledge Agreement, each the Preferred Security, the Debenture or the Applicable Ownership Interest in Debentures or Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (iA) of the definition of such term)) of the Treasury Portfolio, as the case may be, forming a part of such Corporate UnitPIES, to the Collateral Agent and grant to the Collateral Agent a security interest in the right, title, title and interest of such Holder in such Preferred Security, such Debenture or the Applicable Ownership Interest in Debentures or such Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (iA) of the definition of such term)) of the Treasury Portfolio, as the case may be, for the benefit of the Company, to secure the obligation of the Holder under one each Purchase Contract to purchase the Common Stock. Upon the formation of a Treasury Unit pursuant to Section 3.13, each Treasury Unit Certificate shall evidence the number of Treasury Units specified therein, with each such Treasury Unit representing (1) the ownership by the Holder thereof of a 5% undivided beneficial interest in a Treasury Security, subject to the Pledge of such interest by such Holder pursuant to the Pledge Agreement, and (2) the rights and obligations of the Holder thereof and the Company under one Purchase Contract. The Purchase Contract Agent as attorney‑in‑fact for, and on behalf of, the Holder of each Treasury Unit shall pledge, pursuant to the Pledge Agreement, each undivided beneficial interest in a Treasury Security forming a part of such Treasury Unit, to the Collateral Agent and grant to the Collateral Agent a security interest in the right, title, and interest of such Holder in such undivided beneficial interest in a Treasury Security for the benefit Stock of the Company, to secure the obligation of the Holder under one Purchase Contract to purchase the Common Stock. Prior to the purchase of shares of Common Stock under each Purchase Contract, such Purchase Contract Contracts shall not entitle the Holder of a Unit Corporate PIES Certificate to any of the rights of a holder of shares of Common Stock, including, without limitation, the right to vote or receive any dividends or other payments or to consent or to receive notice as a shareholder stockholder in respect of the meetings of shareholders stockholders or for the election of directors of the Company or for any other matter, or any other rights whatsoever as a shareholder stockholder of the Company. Each Treasury PIES Certificate shall evidence the number of Treasury PIES specified therein, with each such Treasury PIES representing the ownership by the Holder thereof of a 1/20 undivided beneficial interest in a Treasury Security with a principal amount equal to $1,000, subject to the Pledge of such Treasury Security by such Holder pursuant to the Pledge Agreement, and the rights and obligations of the Holder thereof and the Company under one Purchase Contract. Prior to the purchase, if any, of shares of Common Stock under each Purchase Contract, such Purchase Contract shall not entitle the Holder of a Treasury PIES Certificate to any of the rights of a holder of shares of Common Stock, including, without limitation, the right to vote or receive any dividends or other payments or to consent or to receive notice as a stockholder in respect of the meetings of stockholders or for the election of directors of the Company or for any other matter, or any other rights whatsoever as a stockholder of the Company.

Rights and Obligations Evidenced by the Certificates. (a) Each Corporate Unit Normal Units Certificate shall evidence the number of Corporate Normal Units specified therein, with each such Corporate Normal Unit representing (1) the ownership by the Holder thereof of an Applicable Ownership Interest a beneficial interest in Debentures a Note or an the appropriate Treasury Consideration or Applicable Ownership Interest in the Treasury Portfolio, as the case may be, subject to the Pledge of such Applicable Ownership Interest in Debentures Note, Treasury Consideration or Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (i) of the definition of such term)Portfolio, as the case may be, by such Holder pursuant to the Pledge Agreement, and (2) the rights and obligations of the Holder thereof and the Company under one Purchase Contract. The Purchase Contract Agent as attorney‑in‑fact attorney-in-fact for, and on behalf of, the Holder of each Corporate Normal Unit shall pledge, pursuant to the Pledge Agreement, each Applicable Ownership Interest in Debentures the Note or the appropriate Treasury Consideration or Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (i) of the definition of such term)Portfolio, as the case may be, forming a part of such Corporate Normal Unit, to the Collateral Agent and grant to the Collateral Agent a security interest in the right, title, title and interest of such Holder in such Applicable Ownership Interest in Debentures Note, Treasury Consideration or such Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (i) of the definition of such term)Portfolio, as the case may be, for the benefit of the Company, to secure the obligation of the Holder under one each Purchase Contract to purchase the Common Stock. Upon the formation of a Treasury Unit pursuant to Section 3.13, each Treasury Unit Certificate shall evidence the number of Treasury Units specified therein, with each such Treasury Unit representing (1) the ownership by the Holder thereof of a 5% undivided beneficial interest in a Treasury Security, subject to the Pledge of such interest by such Holder pursuant to the Pledge Agreement, and (2) the rights and obligations of the Holder thereof and the Company under one Purchase Contract. The Purchase Contract Agent as attorney‑in‑fact for, and on behalf of, the Holder of each Treasury Unit shall pledge, pursuant to the Pledge Agreement, each undivided beneficial interest in a Treasury Security forming a part of such Treasury Unit, to the Collateral Agent and grant to the Collateral Agent a security interest in the right, title, and interest of such Holder in such undivided beneficial interest in a Treasury Security for the benefit Stock of the Company, to secure the obligation of the Holder under one Purchase Contract to purchase the Common Stock. Prior to the purchase of shares of Common Stock under each Purchase Contract, such Purchase Contract Contracts shall not entitle the Holder Holders of a Unit Normal Units Certificates to any of the rights of a holder of shares of Common Stock, including, without limitation, the right to vote or receive any dividends or other payments or to consent or to receive notice as a shareholder stockholders in respect of the meetings of shareholders stockholders or for the election of directors of the Company or for any other matter, or any other rights whatsoever as a shareholder stockholders of the Company. (b) Each Stripped Units Certificate shall evidence the number of Stripped Units specified therein, with each such Stripped Unit representing the ownership by the Holder thereof of a [1/40] undivided beneficial interest in a Treasury Security, subject to the Pledge of such interest in such Treasury Security by such Holder pursuant to the Pledge Agreement, and the rights and obligations of the Holder thereof and the Company under one Purchase Contract. Prior to the purchase of shares of Common Stock under each Purchase Contract, such Purchase Contracts shall not entitle the Holders of Stripped Units Certificates to any of the rights of a holder of shares of Common Stock, including, without limitation, the right to vote or receive any dividends or other payments or to consent or to receive notice as stockholders in respect of the meetings of stockholders or for the election of directors of the Company or for any other matter, or any other rights whatsoever as stockholders of the Company.

Rights and Obligations Evidenced by the Certificates. Each Corporate Unit Income PRIDES Certificate shall evidence the number of Corporate Units Income PRIDES specified therein, with each such Corporate Unit Income PRIDES representing (1) the ownership owner ship by the Holder thereof of an a beneficial interest in a Preferred Security or the Applicable Ownership Interest in Debentures or an Applicable Ownership Interest in of the Treasury Portfolio, as the case may be, subject to the Pledge of such Preferred Security or the Applicable Ownership Interest in Debentures or Applicable Ownership Interest in of the Treasury Portfolio (as specified in clause (i) of the definition of such term)Portfolio, as the case may be, by such Holder pursuant to the Pledge Agreement, and (2) the rights and obligations of the Holder thereof and the Company under one Purchase Contract. The Purchase Contract Agent as attorney‑in‑fact attorney-in-fact for, and on behalf of, the Holder of each Corporate Unit Income PRIDES shall pledge, pursuant to the Pledge Agreement, each the Preferred Security or the Applicable Ownership Interest in Debentures or Applicable Ownership Interest in of the Treasury Portfolio (as specified in clause (i) of the definition of such term)Portfolio, as the case may be, forming a part of such Corporate UnitIncome PRIDES, to the Collateral Agent and grant to the Collateral Agent a security interest in the right, title, and interest of such Holder in such Preferred Security or the Applicable Ownership Interest in Debentures or such Applicable Ownership Interest in of the Treasury Portfolio (as specified in clause (i) of the definition of such term)Portfolio, as the case may be, for the benefit of the Company, to secure the obligation of the Holder under one each Purchase Contract to purchase the Common StockStock of the Company. Upon the formation of a Treasury Unit pursuant to Section 3.13, each Treasury Unit Each Growth PRIDES Certificate shall evidence the number of Treasury Units Growth PRIDES specified therein, with each such Treasury Unit Growth PRIDES representing (1) the ownership by the Holder thereof of a 5% 1/40 undivided beneficial interest in a Treasury Security, Security with a principal amount equal to $1,000 subject to the Pledge of such interest Treasury Security by such Holder pursuant to the Pledge Agreement, and (2) the rights and obligations of the Holder thereof and the Company under one Purchase Contract. The Purchase Contract Agent as attorney‑in‑fact for, and on behalf of, the Holder of each Treasury Unit shall pledge, pursuant to the Pledge Agreement, each undivided beneficial interest in a Treasury Security forming a part of such Treasury Unit, to the Collateral Agent and grant to the Collateral Agent a security interest in the right, title, and interest of such Holder in such undivided beneficial interest in a Treasury Security for the benefit of the Company, to secure the obligation of the Holder under one Purchase Contract to purchase the Common Stock. Prior to the purchase of shares of Common Stock under each Purchase Contract, such Purchase Contract shall not entitle the Holder of a Unit to any of the rights of a holder of shares of Common Stock, including, without limitation, the right to vote or receive any dividends or other payments or to consent or to receive notice as a shareholder in respect of the meetings of shareholders or for the election of directors of the Company or for any other matter, or any other rights whatsoever as a shareholder of the Company.

Rights and Obligations Evidenced by the Certificates. Each Corporate Unit Income PRIDES Certificate shall evidence the number of Corporate Units Income PRIDES specified therein, with each such Corporate Unit Income PRIDES representing (1i) the ownership by the Holder thereof of an Applicable Ownership Interest (A) a 1/40, or 2.5%, undivided beneficial interest in Debentures $1,000 aggregate principal amount of Debt Securities or an (B)(1) the Applicable Ownership Interest in the appropriate Treasury Portfolio, as and (2) following a successful remarketing of the case may beDebt Securities during the Period For Early Remarketing if the Reset Date occurs on a date that is not also a Payment Date, subject prior to the Payment Date next following the Reset Date, the right to receive the interest accrued on a 1/40, or 2.5%, undivided beneficial ownership interest in $1,000 principal amount of Debt Securities from and including the Payment Date immediately preceding the Reset Date to but excluding the Reset Date, subject, in each case, to the Pledge of the interest in such aggregate principal amount of Debt Securities or such Applicable Ownership Interest in Debentures or Applicable Ownership Interest in the appropriate Treasury Portfolio (as specified in clause (i) of the definition of such term)Portfolio, as the case may be, by such Holder pursuant to the Pledge Agreement, Agreement and (2ii) the rights and obligations of the Holder thereof and the Company under one Purchase Contract. The Purchase Contract Agent Agent, as attorney‑in‑fact attorney-in-fact for, and on behalf of, the Holder of each Corporate Unit Income PRIDES shall pledge, pursuant to the Pledge Agreement, each Applicable Ownership Interest in Debentures Debt Security or the Applicable Ownership Interest in the appropriate Treasury Portfolio (as specified in clause (i) of the definition of such term)Portfolio, as the case may be, forming a part of such Corporate UnitIncome PRIDES, to the Collateral Agent and grant to the Collateral Agent a security interest in the right, title, and interest of such Holder in such Applicable Ownership Interest in Debentures Debt Security or such Applicable Ownership Interest in the appropriate Treasury Portfolio (as specified in clause (i) of the definition of such term)Portfolio, as the case may be, for the benefit of the Company, to secure the obligation of the Holder under one Purchase Contract to purchase the Common StockStock of the Company. Upon the formation of a Treasury Unit pursuant to Section 3.13, each Treasury Unit Each Growth PRIDES Certificate shall evidence the number of Treasury Units Growth PRIDES specified therein, with each such Treasury Unit Growth PRIDES representing (1i) the ownership by the Holder thereof of a 5% 1/40, or 2.5%, undivided beneficial interest in a Treasury Security, subject to the Pledge of such interest Treasury Security by such Holder pursuant to the Pledge Agreement, and (2ii) the rights and obligations of the Holder thereof and the Company under one Purchase Contract. The Purchase Contract Agent Agent, as attorney‑in‑fact attorney-in-fact for, and on behalf of, the Holder of each Treasury Unit Growth PRIDES shall pledge, pursuant to the Pledge Agreement, each undivided beneficial interest in a Treasury Security forming a part of such Treasury UnitGrowth PRIDES, to the Collateral Agent and grant to the Collateral Agent a security interest in the right, title, and interest of such Holder in such undivided beneficial interest in a Treasury Security for the benefit of the Company, to secure the obligation of the Holder under one Purchase Contract to purchase the Common Stock. Prior to the purchase of shares of Common Stock under each Purchase Contract, such Purchase Contract shall not entitle the Holder of a Unit to any of the rights of a holder of shares of Common Stock, including, without limitation, the right to vote or receive any dividends or other payments or to consent or to receive notice as a shareholder in respect of the meetings of shareholders or for the election of directors of the Company or for any other matter, or any other rights whatsoever as a shareholder of the Company.

Rights and Obligations Evidenced by the Certificates. Each Corporate Unit Normal MCAPS Certificate shall evidence the number of Corporate Units Normal MCAPS specified therein, with each such Corporate Unit Normal MCAPS representing (1) the ownership by the Holder thereof of an Applicable Ownership Interest in Debentures or an Applicable Ownership Interest in the Treasury Portfolio, as the case may beone Trust Preferred Security, subject to the Pledge of such Applicable Ownership Interest in Debentures or Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (i) of the definition of such term), as the case may be, Trust Preferred Security by such Holder pursuant to the Pledge Collateral Agreement, and (2) the rights and obligations of the Holder thereof and the Company under one Stock Purchase Contract. The Stock Purchase Contract Agent is hereby authorized, as attorney‑in‑fact attorney-in-fact for, and on behalf of, the Holder of each Corporate Unit shall Normal MCAPS, to pledge, pursuant to the Pledge Collateral Agreement, each Applicable Ownership Interest in Debentures or Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (i) of the definition of such term), as the case may be, Trust Preferred Security forming a part of such Corporate UnitNormal MCAPS, to the Collateral Agent for the benefit of the Company, and to grant to the Collateral Agent a security interest in the right, title, and interest of such Holder in such Applicable Ownership Interest in Debentures or such Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (i) of the definition of such term), as the case may beAgent, for the benefit of the Company, a security interest in the right, title and interest of such Holder in such Trust Preferred Security to secure the obligation of the Holder under one each Stock Purchase Contract to purchase the Common StockDepositary Shares. Upon the formation of a Treasury Unit MCAPS pursuant to Section 3.13, each Treasury Unit MCAPS Certificate shall evidence the number of Treasury Units MCAPS specified therein, with each such Treasury Unit MCAPS representing (1) the ownership by the Holder thereof of one Qualifying Treasury Security with a 5% undivided beneficial interest in a Treasury Securityprincipal amount at maturity equal to $1,000, subject to the Pledge of such interest by such Holder pursuant to the Pledge Collateral Agreement, and (2) the rights and obligations of the Holder thereof and the Company under one Stock Purchase Contract. The Stock Purchase Contract Agent is hereby authorized, as attorney‑in‑fact attorney-in-fact for, and on behalf of, the Holder of each Treasury Unit shall MCAPS, to pledge, pursuant to the Pledge Collateral Agreement, each undivided beneficial such Holder’s interest in a the Qualifying Treasury Security forming a part of such Treasury Unit, MCAPS (and any Qualifying Treasury Security subsequently purchased by the Collateral Agent on behalf of the Holder of such Treasury MCAPS with the proceeds of any maturing Qualifying Treasury Security prior to the Stock Purchase Date) to the Collateral Agent Agent, for the benefit of the Company, and to grant to the Collateral Agent Agent, for the benefit of the Company, a security interest in the right, title, title and interest of such Holder in such undivided beneficial interest in a Qualifying Treasury Security for (and any Qualifying Treasury Security subsequently purchased by the benefit Collateral Agent on behalf of the Company, Holder of such Treasury MCAPS with the proceeds of any maturing Qualifying Treasury Security prior to the Stock Purchase Date) Treasury Security to secure the obligation of the Holder under one each Stock Purchase Contract to purchase the Common StockDepositary Shares. Prior to the purchase of shares of Common Stock Depositary Shares under each Stock Purchase Contract, such Stock Purchase Contract shall not entitle the Holder of a Unit an MCAPS to any of the rights of a holder of shares of Common StockDepositary Shares, including, without limitation, the right to vote or receive any dividends or other payments or to consent or to receive notice as a shareholder stockholder in respect of the meetings of shareholders stockholders or for the election of directors of the Company or for any other matter, or any other rights whatsoever as a shareholder stockholder of the Company.

Rights and Obligations Evidenced by the Certificates. Each Corporate Unit Units Certificate shall evidence the number of Corporate Units specified therein, with each such Corporate Unit representing (1) the ownership by the Holder thereof of an the Pledged Applicable Ownership Interest Interests in Debentures Mandatory Convertible Preferred Stock or an the Pledged Applicable Ownership Interest Interests in the Treasury Portfolio, as the case may be, subject to the Pledge in respect of such Applicable Ownership Interest in Debentures or Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (i) of the definition of such term), as the case may be, by such Holder pursuant to the Pledge Agreement, Holder’s Corporate Unit and (2) the rights and obligations of the Holder thereof and the Company under one Purchase Contract. The Purchase Contract Agent is hereby authorized, as attorney‑in‑fact attorney-in-fact for, and on behalf of, the Holder of each Corporate Unit shall Unit, to pledge, pursuant to Article 11 hereof, the Pledge Agreement, each Applicable Ownership Interest in Debentures Mandatory Convertible Preferred Stock, or the Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (i) of the definition of such term), as the case may bePortfolio, forming a part of such Corporate Unit, Unit to the Collateral Agent Agent, for the benefit of the Company, and to grant to the Collateral Agent Agent, as agent of and for the benefit of the Company, a security interest in the right, title, title and interest of such Holder in such Applicable Ownership Interest in Debentures Mandatory Convertible Preferred Stock or such Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (i) of the definition of such term), as the case may be, for the benefit of the Company, to secure the obligation of the Holder under one each Purchase Contract to purchase shares of Common Stock. To effect such Pledge and grant such security interest, the Common Transfer Agent, has, on the date hereof, delivered to the Purchase Contract Agent, on behalf of the Holders of Corporate Units, the Applicable Ownership Interests in Mandatory Convertible Preferred Stock. Upon the formation of a Treasury Unit pursuant to Section 3.133.12(a), each Treasury Unit Units Certificate shall evidence the number of Treasury Units specified therein, with each such Treasury Unit representing (1) the ownership by the Holder thereof of a 5% 1/10 undivided beneficial ownership interest in a one Treasury Security, subject to the Pledge of such interest by such Holder pursuant to the Pledge this Agreement, and (2) the rights and obligations of the Holder thereof and the Company under one Purchase Contract. The Purchase Contract Agent is hereby authorized, as attorney‑in‑fact attorney-in-fact for, and on behalf of, the Holder of each Treasury Unit shall Unit, to pledge, pursuant to the Pledge AgreementArticle 11 hereof, each undivided beneficial such Holder’s interest in a the Treasury Security forming a part of such Treasury Unit, Unit to the Collateral Agent Agent, as agent of and for the benefit of the Company, and to grant to the Collateral Agent Agent, for the benefit of the Company, a security interest in the right, title, title and interest of such Holder in such undivided beneficial interest in a Treasury Security for the benefit of the Company, to secure the obligation of the Holder under one each Purchase Contract to purchase the shares of Common Stock. Prior Upon the formation of a Cash Settled Unit pursuant to Section 3.13(a), each Cash Settled Units Certificate shall evidence the number of Cash Settled Units specified therein, with each such Cash Settled Unit representing (1) the ownership by the Holder thereof of $100 Cash, subject to the Pledge of such Cash by such Holder pursuant to this Agreement, and (2) the rights and obligations of the Holder thereof and the Company under one Purchase Contract. The Purchase Contract Agent is hereby authorized, as attorney-in-fact for, and on behalf of, the Holder of each Cash Settled Unit, to pledge, pursuant to Article 11 hereof, such Holder’s Cash forming a part of such Cash Settled Unit to the Collateral Agent, as agent of and for the benefit of the Company, and to grant to the Collateral Agent, for the benefit of the Company, a security interest in the right, title and interest of such Holder in such Cash to secure the obligation of the Holder under each Purchase Contract to purchase of shares of Common Stock under each Stock. The Purchase ContractContracts shall not, such Purchase Contract shall not prior to the settlement thereof, entitle the Holder of a Unit to any of the rights of a holder of shares of Common Stock, including, without limitation, the right to vote or receive any dividends or other payments or distributions or to consent or to receive notice as a shareholder in respect of the meetings of shareholders or for the election of directors of the Company or for any other matter, or any other rights whatsoever as a shareholder of the Company.

Rights and Obligations Evidenced by the Certificates. Each Corporate Unit Units Certificate shall evidence the number of Corporate Units specified therein, with each such Corporate Unit representing (1) the ownership by the Holder thereof of an Applicable Ownership Interest in Debentures Notes or an Applicable Ownership Interest in the Treasury Portfolio, as the case may be, subject to the Pledge of such Applicable Ownership Interest in Debentures Notes or Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (i) of the definition of such termApplicable Ownership Interest in the Treasury Portfolio), as the case may be, by such Holder pursuant to the Pledge this Agreement, and (2) the rights and obligations of the Holder thereof and the Company under one Purchase Contract. The Purchase Contract Agent is hereby authorized, as attorney‑in‑fact attorney-in-fact for, and on behalf of, the Holder of each Corporate Unit shall Unit, to pledge, pursuant to Article 11, the Pledge Agreement, each Applicable Ownership Interest in Debentures Notes, or the Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (i) of the definition of Applicable Ownership Interest in the Treasury Portfolio) forming a part of such Corporate Unit, to the Collateral Agent for the benefit of the Company, and to grant to the Collateral Agent, for the benefit of the Company, a security interest in the right, title and interest of such Holder in such Applicable Ownership Interest in Notes or Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (i) of the definition of such term), as the case may be, forming a part of such Corporate Unit, to the Collateral Agent and grant to the Collateral Agent a security interest in the right, title, and interest of such Holder in such Applicable Ownership Interest in Debentures or such Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (iPortfolio) of the definition of such term), as the case may be, for the benefit of the Company, to secure the obligation Obligations of the Holder under one each Purchase Contract to purchase the shares of Common Stock. To effect such Pledge and grant such security interest, the Purchase Contract Agent on behalf of the Holders of Corporate Units has, on the date hereof, delivered to the Securities Intermediary the Notes underlying the Applicable Ownership Interests in Notes by delivering such Notes indorsed in blank. Upon the formation of a Treasury Unit pursuant to Section 3.13, each Treasury Unit Units Certificate shall evidence the number of Treasury Units specified therein, with each such Treasury Unit representing (1) the ownership by the Holder thereof of a 1/20, or 5% %, undivided beneficial ownership interest in a Treasury SecuritySecurity with a principal amount at maturity equal to $1,000, subject to the Pledge of such interest by such Holder pursuant to the Pledge this Agreement, and (2) the rights and obligations of the Holder thereof and the Company under one Purchase Contract. The Purchase Contract Agent is hereby authorized, as attorney‑in‑fact attorney-in-fact for, and on behalf of, the Holder of each Treasury Unit shall Unit, to pledge, pursuant to the Pledge AgreementArticle 11, each undivided beneficial such Holder’s interest in a the Treasury Security forming a part of such Treasury Unit, Unit to the Collateral Agent Agent, for the benefit of the Company, and to grant to the Collateral Agent Agent, for the benefit of the Company, a security interest in the right, title, title and interest of such Holder in such undivided beneficial interest in a Treasury Security for the benefit of the Company, to secure the obligation Obligations of the Holder under one each Purchase Contract to purchase the shares of Common Stock. Prior to the purchase and delivery of shares of Common Stock under each Purchase Contract, such Purchase Contract shall not entitle the Holder of a Unit to any of the rights of a holder of shares of Common Stock, including, without limitation, the right to vote or receive any dividends or other payments or distributions or to consent or to receive notice as a shareholder in respect of the meetings of shareholders or for the election of directors of the Company or for any other matter, or any other rights whatsoever as a shareholder of the Company.

Rights and Obligations Evidenced by the Certificates. Each Corporate Unit PEPS Units Certificate shall evidence the number of Corporate PEPS Units specified therein, with each such Corporate PEPS Unit representing (1) the ownership by the Holder thereof of an Applicable Ownership Interest a beneficial interest in Debentures or an Applicable Ownership Interest in the Treasury Portfolio, as the case may beone Senior Deferrable Note, subject to the Pledge of such Applicable Ownership Interest in Debentures or Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (i) of the definition of such term), as the case may be, Senior Deferrable Note by such Holder pursuant to the Pledge Agreement, and (2) the rights and obligations of the Holder thereof and the Company under one Purchase Contract. The Purchase Contract Agent as attorney‑in‑fact attorney-in-fact for, and on behalf of, the Holder of each Corporate PEPS Unit shall pledge, pursuant to the Pledge Agreement, each Applicable Ownership Interest in Debentures or Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (i) of the definition of such term), as the case may beSenior Deferrable Note, forming a part of such Corporate PEPS Unit, to the Collateral Agent and grant to the Collateral Agent a security interest in the right, title, title and interest of such Holder in such Applicable Ownership Interest in Debentures or such Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (i) of the definition of such term), as the case may be, Senior Deferrable Note for the benefit of the Company, to secure the obligation of the Holder under one each Purchase Contract to purchase shares of Georgia-Pacific Group Stock. Prior to the Common purchase of shares of Georgia-Pacific Group Stock under each Purchase Contract, such Purchase Contracts shall not entitle the Holder of a PEPS Units Certificate to any of the rights of a holder of shares of Georgia-Pacific Group Stock, including, without limitation, the right to vote or receive any dividends or other payments or to consent or to receive notice as a shareholder in respect of the meetings of shareholders or for the election of directors of the Company or for any other matter, or any other rights whatsoever as a shareholder of the Company. Upon the formation of a Treasury PEPS Unit pursuant to Section 3.13, each Treasury Unit PEPS Units Certificate shall evidence the number of Treasury PEPS Units specified therein, with each such Treasury PEPS Unit representing (1) the ownership by the Holder thereof of a 5% 1/20 undivided beneficial interest in a Treasury SecuritySecurity with a principal amount equal to $1,000, subject to the Pledge of such interest Treasury Security by such Holder pursuant to the Pledge Agreement, and (2) the rights and obligations of the Holder thereof and the Company under one Purchase Contract. The Purchase Contract Agent as attorney‑in‑fact for, and on behalf of, the Holder of each Treasury Unit shall pledge, pursuant to the Pledge Agreement, each undivided beneficial interest in a Treasury Security forming a part of such Treasury Unit, to the Collateral Agent and grant to the Collateral Agent a security interest in the right, title, and interest of such Holder in such undivided beneficial interest in a Treasury Security for the benefit of the Company, to secure the obligation of the Holder under one Purchase Contract to purchase the Common Stock. Prior to the purchase of shares of Common Georgia-Pacific Group Stock under each Purchase Contract, such Purchase Contract Contracts shall not entitle the Holder of a Unit Treasury PEPS Units Certificate to any of the rights of a holder of shares of Common Georgia-Pacific Group Stock, including, without limitation, the right to vote or receive any dividends or other payments or to consent or to receive notice as a shareholder in respect of the meetings of shareholders or for the election of directors of the Company or for any other matter, or any other rights whatsoever as a shareholder of the Company.

Rights and Obligations Evidenced by the Certificates. Each Corporate Normal Unit Certificate shall evidence the number of Corporate Normal Units specified therein, with each such Corporate Normal Unit representing (1) the ownership by the Holder thereof of an Applicable Ownership Interest a beneficial interest in Debentures a Debt Security or an the Applicable Ownership Interest in the Treasury Portfolio, as the case may be, subject to the Pledge of such Applicable Ownership Interest in Debentures Debt Security or the Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (i) of the definition of such term)Portfolio, as the case may be, by such Holder pursuant to the Pledge Agreement, and (2) the rights and obligations of the Holder thereof and the Company under one Purchase Contract. The Purchase Contract Agent as attorney‑in‑fact attorney-in-fact for, and on behalf of, the Holder of each Corporate Normal Unit shall pledge, pursuant to the Pledge Agreement, each Applicable Ownership Interest in Debentures the Debt Security or the Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (i) of the definition of such term)Portfolio, as the case may be, forming a part of such Corporate Normal Unit, to the Collateral Agent and grant to the Collateral Agent a security interest in the right, title, and interest of such Holder in such Applicable Ownership Interest in Debentures Debt Security or such the Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (i) of the definition of such term)Portfolio, as the case may be, for the benefit of the Company, to secure the obligation of the Holder under one each Purchase Contract to purchase the Common Stock. Upon the formation of a Treasury Unit pursuant to Section 3.13, each Treasury Unit Certificate shall evidence the number of Treasury Units specified therein, with each such Treasury Unit representing (1) the ownership by the Holder thereof of a 5% undivided beneficial interest in a Treasury Security, subject to the Pledge of such interest by such Holder pursuant to the Pledge Agreement, and (2) the rights and obligations of the Holder thereof and the Company under one Purchase Contract. The Purchase Contract Agent as attorney‑in‑fact for, and on behalf of, the Holder of each Treasury Unit shall pledge, pursuant to the Pledge Agreement, each undivided beneficial interest in a Treasury Security forming a part of such Treasury Unit, to the Collateral Agent and grant to the Collateral Agent a security interest in the right, title, and interest of such Holder in such undivided beneficial interest in a Treasury Security for the benefit Stock of the Company, to secure the obligation of the Holder under one Purchase Contract to purchase the Common Stock. Prior to the purchase of shares of Common Stock under each Purchase Contract, such the Purchase Contract Contracts shall not entitle the Holder Holders of a Normal Unit Certificates to any of the rights of a holder of shares of Common Stock, including, without limitation, the right to vote or receive any dividends or other payments or to consent or to receive notice as a shareholder stockholders in respect of the meetings of shareholders stockholders or for the election of directors of the Company or for any other matter, or any other rights whatsoever as stockholders of the Company. Each Stripped Unit Certificate shall evidence the number of Stripped Units specified therein, with each such Stripped Unit representing the ownership by the Holder thereof of a shareholder ___th undivided beneficial interest in a Treasury Security, subject to the Pledge of such interest in such Treasury Security by such Holder pursuant to the Pledge Agreement, and the rights and obligations of the Holder thereof and the Company under one Purchase Contract. Prior to the purchase of Common Stock under each Purchase Contract, the Purchase Contracts shall not entitle the Holders of Stripped Unit Certificates to any of the rights of a holder of Common Stock, including, without limitation, the right to vote or receive any dividends or other payments or to consent or to receive notice as stockholders in respect of the meetings of stockholders or for the election of directors of the Company or for any other matter, or any other rights whatsoever as stockholders of the Company.

Rights and Obligations Evidenced by the Certificates. Each Corporate Unit Units Certificate shall evidence the number of Corporate Units specified therein, with each such Corporate Unit representing (1) the ownership by the Holder thereof of an Applicable Ownership Interest in Debentures Notes or an Applicable Ownership Interest in the Treasury Portfolio, as the case may be, subject to the Pledge of such Applicable Ownership Interest in Debentures Notes or Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (i) of the definition of such termApplicable Ownership Interest in the Treasury Portfolio), as the case may be, by such Holder pursuant to the Pledge this Agreement, and (2) the rights and obligations of the Holder thereof and the Company under one Purchase Contract. The Purchase Contract Agent is hereby authorized, as attorney‑in‑fact attorney-in-fact for, and on behalf of, the Holder of each Corporate Unit shall Unit, to pledge, pursuant to Article 11, the Pledge Agreement, each Applicable Ownership Interest in Debentures Notes, or the Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (i) of the definition of Applicable Ownership Interest in the Treasury Portfolio) forming a part of such Corporate Unit, to the Collateral Agent for the benefit of the Company, and to grant to the Collateral Agent, for the benefit of the Company, a security interest in the right, title and interest of such Holder in such Applicable Ownership Interest in Notes or Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (i) of the definition of such term), as the case may be, forming a part of such Corporate Unit, to the Collateral Agent and grant to the Collateral Agent a security interest in the right, title, and interest of such Holder in such Applicable Ownership Interest in Debentures or such Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (iPortfolio) of the definition of such term), as the case may be, for the benefit of the Company, to secure the obligation Obligations of the Holder under one each Purchase Contract to purchase the shares of Common Stock. To effect such Pledge and grant such security interest, the Purchase Contract Agent on behalf of the Holders of Corporate Units has, on the date hereof, delivered to the Securities Intermediary the Notes underlying the Applicable Ownership Interests in Notes by delivering such Notes indorsed in blank. Upon the formation of a Treasury Unit pursuant to Section 3.13, each Treasury Unit Units Certificate shall evidence the number of Treasury Units specified therein, with each such Treasury Unit representing (1) the ownership by the Holder thereof of a 1/20 or 5% undivided beneficial ownership interest in a Treasury SecuritySecurity with a principal amount at maturity equal to $1,000, subject to the Pledge of such interest by such Holder pursuant to the Pledge this Agreement, and (2) the rights and obligations of the Holder thereof and the Company under one Purchase Contract. The Purchase Contract Agent is hereby authorized, as attorney‑in‑fact attorney-in-fact for, and on behalf of, the Holder of each Treasury Unit shall Unit, to pledge, pursuant to the Pledge AgreementArticle 11, each undivided beneficial such Holder’s interest in a the Treasury Security forming a part of such Treasury Unit, Unit to the Collateral Agent Agent, for the benefit of the Company, and to grant to the Collateral Agent Agent, for the benefit of the Company, a security interest in the right, title, title and interest of such Holder in such undivided beneficial interest in a Treasury Security for the benefit of the Company, to secure the obligation Obligations of the Holder under one each Purchase Contract to purchase the shares of Common Stock. Prior to the purchase and delivery of shares of Common Stock under each Purchase Contract, such Purchase Contract shall not entitle the Holder of a Unit to any of the rights of a holder of shares of Common Stock, including, without limitation, the right to vote or receive any dividends or other payments or distributions or to consent or to receive notice as a shareholder in respect of the meetings of shareholders or for the election of directors of the Company or for any other matter, or any other rights whatsoever as a shareholder of the Company.

Rights and Obligations Evidenced by the Certificates. Each Corporate Unit Certificate shall evidence the number of Corporate Units specified therein, with each such Corporate Unit representing representing (1) the ownership by the Holder thereof of an Applicable Ownership Interest a beneficial interest in Debentures or an Applicable Ownership Interest in the Treasury Portfolio, as the case may beone Senior Note, subject to the Pledge of such Applicable Ownership Interest in Debentures or Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (i) of the definition of such term), as the case may be, Senior Note by such Holder pursuant to the Pledge Agreement, and (2) the rights and obligations of the Holder thereof and the Company under one Purchase Contract. The Purchase Contract Agent as attorney‑in‑fact attorney-in-fact for, and on behalf of, the Holder of each Corporate Unit shall pledge, pursuant to the Pledge Agreement, each Applicable Ownership Interest in Debentures or Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (i) of the definition of such term), as the case may beSenior Note, forming a part of such Corporate Unit, to the Collateral Agent and grant to the Collateral Agent a security interest in the right, title, title and interest of such Holder in such Applicable Ownership Interest in Debentures or such Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (i) of the definition of such term), as the case may be, Senior Note for the benefit of the Company, to secure the obligation of the Holder under one each Purchase Contract to purchase the shares of Common Stock. Prior to the purchase of shares of Common Stock under each Purchase Contract, such Purchase Contracts shall not entitle the Holder of a Corporate Unit Certificate to any of the rights of a holder of shares of Common Stock, including, without limitation, the right to vote or receive any dividends or other payments or to consent or to receive notice as a shareholder in respect of the meetings of shareholders or for the election of directors of the Company or for any other matter, or any other rights whatsoever as a shareholder of the Company. Upon the formation of a Treasury Unit Units pursuant to Section 3.13, each Treasury Unit Certificate shall evidence the number of Treasury Units specified therein, with each such Treasury Unit representing (1) the ownership by the Holder thereof of a 5% 1/20 undivided beneficial interest in a Treasury SecuritySecurity with a principal amount equal to $1,000, subject to the Pledge of such interest Treasury Security by such Holder pursuant to the Pledge Agreement, and (2) the rights and obligations of the Holder thereof and the Company under one Purchase Contract. The Purchase Contract Agent as attorney‑in‑fact for, and on behalf of, the Holder of each Treasury Unit shall pledge, pursuant to the Pledge Agreement, each undivided beneficial interest in a Treasury Security forming a part of such Treasury Unit, to the Collateral Agent and grant to the Collateral Agent a security interest in the right, title, and interest of such Holder in such undivided beneficial interest in a Treasury Security for the benefit of the Company, to secure the obligation of the Holder under one Purchase Contract to purchase the Common Stock. Prior to the purchase of shares of Common Stock under each Purchase Contract, such Purchase Contract shall not entitle the Holder of a Treasury Unit Certificate to any of the rights of a holder of shares of Common Stock, including, without limitation, the right to vote or receive any dividends or other payments or to consent or to receive notice as a shareholder in respect of the meetings of shareholders or for the election of directors of the Company or for any other matter, or any other rights whatsoever as a shareholder of the Company.

Rights and Obligations Evidenced by the Certificates. Each Corporate Unit Income PRIDES Certificate shall evidence the number of Corporate Units Income PRIDES specified therein, with each such Corporate Unit Income PRIDES representing (1) the ownership by the Holder thereof of an a beneficial interest in a Note or the Applicable Ownership Interest in Debentures or an Applicable Ownership Interest in of the Treasury Portfolio, as the case may be, subject to the Pledge of such Note or the Applicable Ownership Interest in Debentures or Applicable Ownership Interest in of the Treasury Portfolio (as specified in clause (i) of the definition of such term)Portfolio, as the case may be, by such Holder pursuant to the Pledge Agreement, and (2) the rights and obligations of the Holder thereof and the Company under one Purchase Contract. The Purchase Contract Agent as attorney‑in‑fact attorney-in-fact for, and on behalf of, the Holder of each Corporate Unit Income PRIDES shall pledge, pursuant to the Pledge Agreement, each the Note or the Applicable Ownership Interest in Debentures or Applicable Ownership Interest in of the Treasury Portfolio (as specified in clause (i) of the definition of such term)Portfolio, as the case may be, forming a part of such Corporate UnitIncome PRIDES, to the Collateral Agent and grant to the Collateral Agent a security interest in the right, title, and interest of such Holder in such Note or the Applicable Ownership Interest in Debentures or such Applicable Ownership Interest in of the Treasury Portfolio (as specified in clause (i) of the definition of such term)Portfolio, as the case may be, for the benefit of the Company, to secure the obligation of the Holder under one each Purchase Contract to purchase the Common StockStock of the Company. Upon the formation of a Treasury Unit pursuant to Section 3.13, each Treasury Unit Each Growth PRIDES Certificate shall evidence the number of Treasury Units Growth PRIDES specified therein, with each such Treasury Unit Growth PRIDES representing (1) the ownership by the Holder thereof of a 5% 1/20, or 5.0%, undivided beneficial interest in a Treasury SecuritySecurity with a principal amount at maturity equal to $1,000, subject to the Pledge of such interest Treasury Security by such Holder pursuant to the Pledge Agreement, and (2) the rights and obligations of the Holder thereof and the Company under one Purchase Contract. The Purchase Contract Agent as attorney‑in‑fact attorney-in-fact for, and on behalf of, the Holder of each Treasury Unit Growth PRIDES shall pledge, pursuant to the Pledge Agreement, each undivided beneficial interest in a the Treasury Security forming a part of such Treasury Unit, to the Collateral Agent and grant to the Collateral Agent a security interest in the right, title, title and interest of such Holder in such undivided beneficial interest in a Treasury Security Security, for the benefit of the Company, to secure the obligation of the Holder under one each Purchase Contract to purchase the Common Stock. Prior to the purchase of shares of Common Stock under each Purchase Contract, such Purchase Contract shall not entitle the Holder of a Unit to any of the rights of a holder of shares of Common Stock, including, without limitation, the right to vote or receive any dividends or other payments or to consent or to receive notice as a shareholder in respect of the meetings of shareholders or for the election of directors of the Company or for any other matter, or any other rights whatsoever as a shareholder of the Company.

Rights and Obligations Evidenced by the Certificates. (a) Each Corporate Unit Normal Units Certificate shall evidence the number of Corporate Normal Units specified therein, with each such Corporate Normal Unit representing (1) the ownership by the Holder thereof of an Applicable Ownership Interest a 1/40 undivided beneficial interest in Debentures or an Applicable Ownership Interest a Note in the original principal amount of $1,000 or the Treasury PortfolioConsideration, as the case may be, subject to the Pledge of such Applicable Ownership Interest interest in Debentures such Note or Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (i) of the definition of such term)Consideration, as the case may be, by such Holder pursuant to the Pledge Agreement, and (2) the rights and obligations of the Holder thereof and the Company under one Purchase Contract. The Purchase Contract Agent Agent, as attorney‑in‑fact attorney-in-fact for, and on behalf of, the Holder of each Corporate Unit Normal Unit, shall pledgepledge and grant, pursuant to the Pledge Agreement, each Applicable Ownership Interest in Debentures or Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (i) of the definition of such term), as the case may be, forming a part of such Corporate Unit, to the Collateral Agent and grant to the Collateral Agent a security interest in the right, title, and interest of such Holder in such Applicable Ownership Interest in Debentures or such Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (i) of the definition of such term), as the case may beAgent, for the benefit of the Company, as collateral security for the payment and performance when due by such Holder of its respective obligations to secure the obligation Company under the related Purchase Contracts, a security interest in, and right of set-off against, all of the Holder under one right, title and interest of the Purchase Contract to purchase Agent and such Holder in such Note or the Common Stock. Upon the formation Treasury Consideration forming a part of a Treasury Unit pursuant to Section 3.13, each Treasury Unit such Normal Unit. (b) Each Stripped Units Certificate shall evidence the number of Treasury Stripped Units specified therein, with each such Treasury Stripped Unit representing (1) the ownership by the Holder thereof of a 5% 1/40 undivided beneficial interest in a Treasury SecuritySecurity or, in the case of an Opt-Out, the Cash Consideration, subject to the Pledge of such interest in such Treasury Security or Cash Consideration, as the case may be, by such Holder pursuant to the Pledge Agreement, and (2) the rights and obligations of the Holder thereof and the Company under one Purchase Contract. The Purchase Contract Agent Agent, as attorney‑in‑fact attorney-in-fact for, and on behalf of, the Holder of each Treasury Unit Stripped Unit, shall pledgepledge and grant, pursuant to the Pledge Agreement, each undivided beneficial interest in a Treasury Security forming a part of such Treasury Unit, to the Collateral Agent Agent, for the benefit of the Company, as collateral security for the payment and grant performance when due by such Holder of its respective obligations to the Collateral Agent Company under the related Purchase Contracts, a security interest in in, and right of set off against, all of the right, title, and interest of the Purchase Contract Agent and such Holder in such undivided beneficial interest in a the Treasury Security for the benefit forming a part of the Company, to secure the obligation of the Holder under one Purchase Contract to purchase the Common Stock. such Stripped Unit. (c) Prior to the purchase of shares of Common Stock under each Purchase Contract, such Purchase Contract shall not entitle the Holder of a Unit the related Units Certificates to any of the rights of a holder of shares of Common Stock, including, without limitation, the right to vote or receive any dividends or other payments or to consent or to receive notice as a shareholder in respect of the meetings of shareholders or for the election of directors of the Company or for any other matter, or any other rights whatsoever as a shareholder of the Company.

Rights and Obligations Evidenced by the Certificates. Each Corporate Unit Income PRIDES Certificate shall evidence the number of Corporate Units Income PRIDES specified therein, with each such Corporate Unit Income PRIDES representing (1) the ownership by the Holder thereof of an Applicable Ownership Interest a beneficial interest in Debentures a Debt Security or an the Applicable Ownership Interest in the appropriate Treasury Portfolio, as the case may be, subject to the Pledge of such Applicable Ownership Interest in Debentures Debt Security or Applicable Ownership Interest in the appropriate Treasury Portfolio (as specified in clause (i) of the definition of such term)Portfolio, as the case may be, by such Holder pursuant to the Pledge Agreement, and (2) the rights and obligations of the Holder thereof and the Company under one Purchase Contract. The Purchase Contract Agent as attorney‑in‑fact attorney-in-fact for, and on behalf of, the Holder of each Corporate Unit Income PRIDES shall pledge, pursuant to the Pledge Agreement, each Applicable Ownership Interest in Debentures Debt Security or the Applicable Ownership Interest in the appropriate Treasury Portfolio (as specified in clause (i) of the definition of such term)Portfolio, as the case may be, forming a part of such Corporate UnitIncome PRIDES, to the Collateral Agent and grant to the Collateral Agent a security interest in the right, title, and interest of such Holder in such Applicable Ownership Interest in Debentures Debt Security or such Applicable Ownership Interest in the appropriate Treasury Portfolio (as specified in clause (i) of the definition of such term)Portfolio, as the case may be, for the benefit of the Company, to secure the obligation of the Holder under one Purchase Contract to purchase the Common StockStock of the Company. Upon the formation of a Treasury Unit pursuant to Section 3.13, each Treasury Unit Each Growth PRIDES Certificate shall evidence the number of Treasury Units Growth PRIDES specified therein, with each such Treasury Unit Growth PRIDES representing (1) the ownership by the Holder thereof of a 5% 1/40, or 2.5%, undivided beneficial interest in a Treasury Security, subject to the Pledge of such interest Treasury Security by such Holder pursuant to the Pledge Agreement, and (2) the rights and obligations of the Holder thereof and the Company under one Purchase Contract. The Purchase Contract Agent as attorney‑in‑fact attorney-in-fact for, and on behalf of, the Holder of each Treasury Unit Growth PRIDES shall pledge, pursuant to the Pledge Agreement, each undivided beneficial interest in a Treasury Security forming a part of such Treasury UnitGrowth PRIDES, to the Collateral Agent and grant to the Collateral Agent a security interest in the right, title, and interest of such Holder in such undivided beneficial interest in a Treasury Security for the benefit of the Company, to secure the obligation of the Holder under one Purchase Contract to purchase the Common Stock. Prior to the purchase of shares of Common Stock under each Purchase Contract, such Purchase Contract shall not entitle the Holder of a Unit to any of the rights of a holder of shares of Common Stock, including, without limitation, the right to vote or receive any dividends or other payments or to consent or to receive notice as a shareholder in respect of the meetings of shareholders or for the election of directors of the Company or for any other matter, or any other rights whatsoever as a shareholder of the Company.

Rights and Obligations Evidenced by the Certificates. Each Corporate Unit Certificate shall evidence the number of Corporate Units specified therein, with each such Corporate Unit representing (1) the ownership by the Holder thereof of an Applicable Ownership Interest a beneficial interest in Debentures or an Applicable Ownership Interest one Debt Security or, if substituted therefor, the Pledged Treasury Portfolio Interest, in the Treasury Portfolio, as the case may beeither case, subject to the Pledge of such Applicable Ownership Interest in Debentures Debt Security or Applicable Ownership Interest in the such Pledged Treasury Portfolio (as specified in clause (i) of the definition of such term)Interest, as the case may be, by such Holder pursuant to the Pledge Agreement, and (2) the rights and obligations of the Holder thereof and the Company under one Purchase Contract. The Purchase Contract Agent as attorney‑in‑fact attorney-in-fact for, and on behalf of, the Holder of each Corporate Unit shall pledge, pursuant to the Pledge Agreement, each Applicable Ownership Interest in Debentures or Applicable Ownership Interest in the Debt Security or, if substituted therefor, the Treasury Portfolio (as specified in clause (i) of the definition of such term), as the case may beInterest, forming a part of such Corporate Unit, to the Collateral Agent and grant to the Collateral Agent a security interest in the right, title, title and interest of such Holder in such Applicable Ownership Interest in Debentures Debt Security or such Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (i) of the definition of such term)Interest, as the case may be, for the benefit of the Company, to secure the obligation of the Holder under one each Purchase Contract to purchase shares of Common Stock pursuant to the Common StockPurchase Contract. Upon the formation of a Treasury Unit Units pursuant to Section 3.13, each Treasury Unit Certificate shall evidence the number of Treasury Units specified therein, with each such Treasury Unit representing (1) the ownership by the Holder thereof of a 5% 1/20 undivided beneficial interest in a Treasury SecuritySecurity with a principal amount equal to $1,000, subject to the Pledge of such interest Treasury Security by such Holder pursuant to the Pledge Agreement, and (2) the rights and obligations of the Holder thereof and the Company under one Purchase Contract. The Purchase Contract Agent as attorney‑in‑fact attorney-in-fact for, and on behalf of, the Holder of each Treasury Unit shall pledge, pursuant to the Pledge Agreement, each undivided beneficial interest in a the Treasury Security or Treasury Securities forming a part of such Treasury Unit, to the Collateral Agent and grant to the Collateral Agent a security interest in the right, title, title and interest of such Holder in such undivided beneficial interest in a Treasury Security or Treasury Securities for the benefit of the Company, to secure the obligation of the Holder under one each Purchase Contract to purchase shares of Common Stock pursuant to this Agreement and the Common Stockrelated Purchase Contract. Prior to the purchase of shares of Common Stock under each Purchase Contract, such Purchase Contract shall not entitle the Holder of a Corporate Unit Certificate or a Treasury Unit Certificate to any of the rights of a holder of shares of Common Stock, including, without limitation, the right to vote or receive any dividends or other payments or to consent or to receive notice as a shareholder in respect of the meetings of shareholders or for the election of directors of the Company or for any other matter, or any other rights whatsoever as a shareholder of the Company.

Rights and Obligations Evidenced by the Certificates. (a) Each Corporate Unit Units Certificate shall evidence the number of Corporate Units specified therein, with each such Corporate Unit representing (1) the ownership by the Holder thereof of an Applicable Ownership Interest a beneficial interest in Debentures a Note or an the appropriate Treasury Consideration or Applicable Ownership Interest in the Treasury Portfolio, as the case may be, subject to the Pledge of such Applicable Ownership Interest in Debentures Note, Treasury Consideration or Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (i) of the definition of such term)Portfolio, as the case may be, by such Holder pursuant to the Pledge Agreement, and (2) the rights and obligations of the Holder thereof and the Company under one Purchase Contract. The Purchase Contract Agent as attorney‑in‑fact attorney-in-fact for, and on behalf of, the Holder of each Corporate Unit shall pledge, pursuant to the Pledge Agreement, each Applicable Ownership Interest in Debentures the Note or the appropriate Treasury Consideration or Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (i) of the definition of such term)Portfolio, as the case may be, forming a part of such Corporate Unit, to the Collateral Agent and grant to the Collateral Agent a security interest in the right, title, title and interest of such Holder in such Applicable Ownership Interest in Debentures Note, Treasury Consideration or such Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (i) of the definition of such term)Portfolio, as the case may be, for the benefit of the Company, to secure the obligation of the Holder under one each Purchase Contract to purchase the Common Stock. Upon the formation of a Treasury Unit pursuant to Section 3.13, each Treasury Unit Certificate shall evidence the number of Treasury Units specified therein, with each such Treasury Unit representing (1) the ownership by the Holder thereof of a 5% undivided beneficial interest in a Treasury Security, subject to the Pledge of such interest by such Holder pursuant to the Pledge Agreement, and (2) the rights and obligations of the Holder thereof and the Company under one Purchase Contract. The Purchase Contract Agent as attorney‑in‑fact for, and on behalf of, the Holder of each Treasury Unit shall pledge, pursuant to the Pledge Agreement, each undivided beneficial interest in a Treasury Security forming a part of such Treasury Unit, to the Collateral Agent and grant to the Collateral Agent a security interest in the right, title, and interest of such Holder in such undivided beneficial interest in a Treasury Security for the benefit Stock of the Company, to secure the obligation of the Holder under one Purchase Contract to purchase the Common Stock. Prior to the purchase of shares of Common Stock under each Purchase Contract, such Purchase Contract Contracts shall not entitle the Holder Holders of a Unit Corporate Units Certificates to any of the rights of a holder of shares of Common Stock, including, without limitation, the right to vote or receive any dividends or other payments or to consent or to receive notice as a shareholder stockholders in respect of the meetings of shareholders stockholders or for the election of directors of the Company or for any other matter, or any other rights whatsoever as a shareholder stockholders of the Company. (b) Each Treasury Units Certificate shall evidence the number of Treasury Units specified therein, with each such Treasury Unit representing the ownership by the Holder thereof of a [1/40] undivided beneficial interest in a Treasury Security, subject to the Pledge of such interest in such Treasury Security by such Holder pursuant to the Pledge Agreement, and the rights and obligations of the Holder thereof and the Company under one Purchase Contract. Prior to the purchase of shares of Common Stock under each Purchase Contract, such Purchase Contracts shall not entitle the Holders of Treasury Units Certificates to any of the rights of a holder of shares of Common Stock, including, without limitation, the right to vote or receive any dividends or other payments or to consent or to receive notice as stockholders in respect of the meetings of stockholders or for the election of directors of the Company or for any other matter, or any other rights whatsoever as stockholders of the Company.

Rights and Obligations Evidenced by the Certificates. Each Corporate Unit Units Certificate shall evidence the number of Corporate Units specified therein, with each such Corporate Unit representing representing (1) the ownership by the Holder thereof of an Applicable Ownership Interest a beneficial interest in Debentures a Senior Note or an the Applicable Ownership Interest in the Treasury Portfolio, as the case may be, subject to the Pledge of such Senior Note or the Applicable Ownership Interest in Debentures or Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (i) of the definition of such term)) in the Treasury Portfolio, as the case may be, by such Holder pursuant to the Pledge Agreement, and (2) the rights and obligations of the Holder thereof and the Company under one Purchase Contract. The Purchase Contract Agent is hereby authorized, as attorney‑in‑fact attorney-in-fact for, and on behalf of, the Holder of each Corporate Unit shall Unit, to pledge, pursuant to the Pledge Agreement, each the Senior Note and the Applicable Ownership Interest in Debentures or Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (i) of the definition of such term)) in the Treasury Portfolio, as the case may beif any, forming a part of such Corporate Unit, to the Collateral Agent for the benefit of the Company, and to grant to the Collateral Agent Agent, for the benefit of the Company, a security interest in the right, title, title and interest of such Holder in such Senior Note and the Applicable Ownership Interest in Debentures or such Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (i) of the definition of such term)) in the Treasury Portfolio, as the case may be, for the benefit of the Companyif any, to secure the obligation of the Holder under one each Purchase Contract to purchase the shares of Common Stock. Upon the formation of a Treasury Unit pursuant to Section 3.13, each Treasury Unit Certificate shall evidence the number of Treasury Units specified therein, with each such Treasury Unit representing (1) the ownership by the Holder thereof of a 5% 1/20 undivided beneficial interest in a Treasury SecuritySecurity with a principal amount equal to $1,000, subject to the Pledge of such interest by such Holder pursuant to the Pledge Agreement, and (2) the rights and obligations of the Holder thereof and the Company under one Purchase Contract. The Purchase Contract Agent is hereby authorized, as attorney‑in‑fact attorney-in-fact for, and on behalf of, the Holder of each Treasury Unit shall Unit, to pledge, pursuant to the Pledge Agreement, each undivided beneficial such Holder's interest in a the Treasury Security forming a part of such Treasury Unit, Unit to the Collateral Agent Agent, for the benefit of the Company, and to grant to the Collateral Agent Agent, for the benefit of the Company, a security interest in the right, title, title and interest of such Holder in such undivided beneficial interest in a Treasury Security for the benefit of the Company, to secure the obligation of the Holder under one each Purchase Contract to purchase the shares of Common Stock. Prior to the purchase of shares of Common Stock under each Purchase Contract, such Purchase Contract Contracts shall not entitle the Holder of a Unit to any of the rights of a holder of shares of Common Stock, including, without limitation, the right to vote or receive any dividends or other payments or to consent or to receive notice as a shareholder in respect of the meetings of shareholders or for the election of directors of the Company or for any other matter, or any other rights whatsoever as a shareholder of the Company.

Rights and Obligations Evidenced by the Certificates. Each Corporate Unit Certificate shall evidence the number of Corporate Units specified therein, with each such Corporate Unit representing (1) the ownership by the Holder thereof of an Applicable Ownership Interest in Debentures or an Applicable Ownership Interest in the Treasury Portfolio, as the case may be, subject to the Pledge of such Applicable Ownership Interest in Debentures Debenture or Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (i) of the definition of such term), as the case may be, by such Holder pursuant to the Pledge Agreement, and (2) the rights and obligations of the Holder thereof and the Company under one Purchase Contract. The Purchase Contract Agent as attorney‑in‑fact attorney-in-fact for, and on behalf of, the Holder of each Corporate Unit shall pledge, pursuant to the Pledge Agreement, each Applicable Ownership Interest in Debentures or Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (i) of the definition of such term), as the case may be, forming a part of such Corporate Unit, to the Collateral Agent and grant to the Collateral Agent a security interest in the right, title, and interest of such Holder in such Applicable Ownership Interest in Debentures or such Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (i) of the definition of such term), as the case may be, for the benefit of the Company, to secure the obligation of the Holder under one Purchase Contract to purchase the Common Stock. Upon the formation of a Treasury Unit pursuant to Section 3.13, each Treasury Unit Certificate shall evidence the number of Treasury Units specified therein, with each such Treasury Unit representing (1) the ownership by the Holder thereof of a 1/20, or 5% %, undivided beneficial interest in a Treasury Security, subject to the Pledge of such interest by such Holder pursuant to the Pledge Agreement, and (2) the rights and obligations of the Holder thereof and the Company under one Purchase Contract. The Purchase Contract Agent as attorney‑in‑fact attorney-in-fact for, and on behalf of, the Holder of each Treasury Unit shall pledge, pursuant to the Pledge Agreement, each undivided beneficial interest in a Treasury Security forming a part of such Treasury Unit, to the Collateral Agent and grant to the Collateral Agent a security interest in the right, title, and interest of such Holder in such undivided beneficial interest in a Treasury Security for the benefit of the Company, to secure the obligation of the Holder under one Purchase Contract to purchase the Common Stock. Prior to the purchase of shares of Common Stock under each Purchase Contract, such Purchase Contract shall not entitle the Holder of a Unit to any of the rights of a holder of shares of Common Stock, including, without limitation, the right to vote or receive any dividends or other payments or to consent or to receive notice as a shareholder in respect of the meetings of shareholders or for the election of directors of the Company or for any other matter, or any other rights whatsoever as a shareholder of the Company.

Rights and Obligations Evidenced by the Certificates. (a) Each Corporate Equity Security Unit Certificate shall evidence the number of Corporate Equity Security Units specified therein, with each such Corporate Equity Security Unit representing (1) the ownership by the Holder thereof of an Applicable Ownership Interest a beneficial interest in Debentures a Note or an the appropriate Applicable Ownership Interest in the Treasury Portfolio or Tax Event Treasury Portfolio, as the case may be, subject to the Pledge of such Applicable Ownership Interest in Debentures Note or such Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (i) of the definition of such term)or Tax Event Treasury Portfolio, as the case may be, by such Holder pursuant to the Pledge Agreement, and (2) the rights and obligations of the Holder thereof and the Company under one Purchase Contract. The Purchase Contract Agent as attorney‑in‑fact attorney-in-fact for, and on behalf of, the Holder of each Corporate Equity Security Unit shall pledge, pursuant to the Pledge Agreement, each Applicable Ownership Interest in Debentures the Note or the appropriate Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (i) of the definition of such term)or Tax Event Treasury Portfolio, as the case may be, forming a part of such Corporate Equity Security Unit, to the Collateral Agent and grant to the Collateral Agent a security interest in the right, title, and interest of such Holder in such Applicable Ownership Interest in Debentures Note or such Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (i) of the definition of such term)or Tax Event Treasury Portfolio, as the case may be, for the benefit of the Company, to secure the obligation of the Holder under one each Purchase Contract to purchase the Common Stock. Upon the formation of a Treasury Unit pursuant to Section 3.13, each Treasury Unit Certificate shall evidence the number of Treasury Units specified therein, with each such Treasury Unit representing (1) the ownership by the Holder thereof of a 5% undivided beneficial interest in a Treasury Security, subject to the Pledge of such interest by such Holder pursuant to the Pledge Agreement, and (2) the rights and obligations of the Holder thereof and the Company under one Purchase Contract. The Purchase Contract Agent as attorney‑in‑fact for, and on behalf of, the Holder of each Treasury Unit shall pledge, pursuant to the Pledge Agreement, each undivided beneficial interest in a Treasury Security forming a part of such Treasury Unit, to the Collateral Agent and grant to the Collateral Agent a security interest in the right, title, and interest of such Holder in such undivided beneficial interest in a Treasury Security for the benefit Stock of the Company, to secure the obligation of the Holder under one Purchase Contract to purchase the Common Stock. Prior to the purchase of shares of Common Stock under each Purchase Contract, such Purchase Contract Contracts shall not entitle the Holder Holders of a Equity Security Unit Certificates to any of the rights of a holder of shares of Common Stock, including, without limitation, the right to vote or receive any dividends or other payments or to consent or to receive notice as a shareholder stockholders in respect of the meetings of shareholders stockholders or for the election of directors of the Company or for any other matter, or any other rights whatsoever as a shareholder stockholders of the Company. (b) Each Stripped Equity Security Unit Certificate shall evidence the number of Stripped Equity Security Units specified therein, with each such Stripped Equity Security Unit representing the ownership by the Holder thereof of a 1/40 undivided beneficial interest in a Treasury Security, subject to the Pledge of such interest in such Treasury Security by such Holder pursuant to the Pledge Agreement, and the rights and obligations of the Holder thereof and the Company under one Purchase Contract. Prior to the purchase of shares of Common Stock under each Purchase Contract, such Purchase Contracts shall not entitle the Holders of Stripped Equity Security Unit Certificates to any of the rights of a holder of shares of Common Stock, including, without limitation, the right to vote or receive any dividends or other payments or to consent or to receive notice as stockholders in respect of the meetings of stockholders or for the election of directors of the Company or for any other matter, or any other rights whatsoever as stockholders of the Company.

Rights and Obligations Evidenced by the Certificates. (a) Each Corporate Unit Normal Units Certificate shall evidence the number of Corporate Normal Units specified therein, with each such Corporate Normal Unit representing (1) the ownership by the Holder thereof of an Applicable Ownership Interest a beneficial interest in Debentures a Capital Security or an Applicable Ownership Interest in the appropriate Treasury PortfolioConsideration, as the case may be, subject to the Pledge of such Applicable Ownership Interest in Debentures Capital Security or Applicable Ownership Interest in the such Treasury Portfolio (as specified in clause (i) of the definition of such term)Consideration, as the case may be, by such Holder pursuant to the Pledge Agreement, and (2) the rights and obligations of the Holder thereof and the Company under one Purchase Contract. The Purchase Contract Agent as attorney‑in‑fact attorney-in-fact for, and on behalf of, the Holder of each Corporate Normal Unit shall pledge, pursuant to the Pledge Agreement, each Applicable Ownership Interest in Debentures the Capital Security or Applicable Ownership Interest in the appropriate Treasury Portfolio (as specified in clause (i) of the definition of such term)Consideration, as the case may be, forming a part of such Corporate Normal Unit, to the Collateral Agent and grant to the Collateral Agent a security interest in the right, title, and interest of such Holder in such Applicable Ownership Interest in Debentures Capital Security or such Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (i) of the definition of such term)Consideration, as the case may be, for the benefit of the Company, to secure the obligation of the Holder under one each Purchase Contract to purchase the Common Stock. Upon the formation of a Treasury Unit pursuant to Section 3.13, each Treasury Unit Certificate shall evidence the number of Treasury Units specified therein, with each such Treasury Unit representing (1) the ownership by the Holder thereof of a 5% undivided beneficial interest in a Treasury Security, subject to the Pledge of such interest by such Holder pursuant to the Pledge Agreement, and (2) the rights and obligations of the Holder thereof and the Company under one Purchase Contract. The Purchase Contract Agent as attorney‑in‑fact for, and on behalf of, the Holder of each Treasury Unit shall pledge, pursuant to the Pledge Agreement, each undivided beneficial interest in a Treasury Security forming a part of such Treasury Unit, to the Collateral Agent and grant to the Collateral Agent a security interest in the right, title, and interest of such Holder in such undivided beneficial interest in a Treasury Security for the benefit Stock of the Company, to secure the obligation of the Holder under one Purchase Contract to purchase the Common Stock. Prior to the purchase of shares of Common Stock under each Purchase Contract, such Purchase Contract Contracts shall not entitle the Holder Holders of a Unit Normal Units Certificates to any of the rights of a holder of shares of Common Stock, including, without limitation, the right to vote or receive any dividends or other payments or to consent or to receive notice as a shareholder stockholders in respect of the meetings of shareholders stockholders or for the election of directors of the Company or for any other matter, or any other rights whatsoever as a shareholder stockholders of the Company. (b) Each Stripped Units Certificate shall evidence the number of Stripped Units specified therein, with each such Stripped Unit representing the ownership by the Holder thereof of a 1/20 undivided beneficial interest in a Treasury Security, subject to the Pledge of such interest in such Treasury Security by such Holder pursuant to the Pledge Agreement, and the rights and obligations of the Holder thereof and the Company under one Purchase Contract. Prior to the purchase of shares of Common Stock under each Purchase Contract, such Purchase Contracts shall not entitle the Holders of Stripped Units Certificates to any of the rights of a holder of shares of Common Stock, including, without limitation, the right to vote or receive any dividends or other payments or to consent or to receive notice as stockholders in respect of the meetings of stockholders or for the election of directors of the Company or for any other matter, or any other rights whatsoever as stockholders of the Company.

Rights and Obligations Evidenced by the Certificates. Each Corporate Unit PIES Certificate shall evidence the number of Corporate Units PIES specified therein, with each such Corporate Unit PIES representing (1) the ownership by the Holder thereof of an Applicable Ownership Interest a beneficial interest in Debentures or an Applicable Ownership Interest one Senior Note or, if substituted therefor, the Pledged Treasury Portfolio Interest, in the Treasury Portfolio, as the case may beeither case, subject to the Pledge of such Applicable Ownership Interest in Debentures Senior Note or Applicable Ownership Interest in the such Pledged Treasury Portfolio (as specified in clause (i) of the definition of such term)Interest, as the case may be, by such Holder pursuant to the Pledge Agreement, and (2) the rights and obligations of the Holder thereof and the Company under one Purchase Contract. The Purchase Contract Agent as attorney‑in‑fact attorney-in-fact for, and on behalf of, the Holder of each Corporate Unit PIES shall pledge, pursuant to the Pledge Agreement, each Applicable Ownership Interest in Debentures or Applicable Ownership Interest in the Senior Note or, if substituted therefor, the Treasury Portfolio (as specified in clause (i) of the definition of such term), as the case may beInterest, forming a part of such Corporate UnitPIES, to the Collateral Agent and grant to the Collateral Agent a security interest in the right, title, title and interest of such Holder in such Applicable Ownership Interest in Debentures Senior Note or such Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (i) of the definition of such term)Interest, as the case may be, for the benefit of the Company, to secure the obligation of the Holder under one each Purchase Contract to purchase shares of Common Stock pursuant to the Common StockPurchase Contract. Upon the formation of a Treasury Unit PIES pursuant to Section 3.13, each Treasury Unit PIES Certificate shall evidence the number of Treasury Units PIES specified therein, with each such Treasury Unit PIES representing (1) the ownership by the Holder thereof of a 5% 1/20 undivided beneficial interest in a Treasury SecuritySecurity with a principal amount equal to $1,000, subject to the Pledge of such interest Treasury Security by such Holder pursuant to the Pledge Agreement, and (2) the rights and obligations of the Holder thereof and the Company under one Purchase Contract. The Purchase Contract Agent as attorney‑in‑fact attorney-in-fact for, and on behalf of, the Holder of each Treasury Unit PIES shall pledge, pursuant to the Pledge Agreement, each undivided beneficial interest in a the Treasury Security or Treasury Securities forming a part of such Treasury UnitPIES, to the Collateral Agent and grant to the Collateral Agent a security interest in the right, title, title and interest of such Holder in such undivided beneficial interest in a Treasury Security or Treasury Securities for the benefit of the Company, to secure the obligation of the Holder under one each Purchase Contract to purchase shares of Common Stock pursuant to this Agreement and the Common Stockrelated Purchase Contract. Prior to the purchase of shares of Common Stock under each Purchase Contract, such Purchase Contract shall not entitle the Holder of a Unit Corporate PIES Certificate or a Treasury PIES Certificate to any of the rights of a holder of shares of Common Stock, including, without limitation, the right to vote or receive any dividends or other payments or to consent or to receive notice as a shareholder in respect of the meetings of shareholders or for the election of directors of the Company or for any other matter, or any other rights whatsoever as a shareholder of the Company.

Rights and Obligations Evidenced by the Certificates. Each Corporate Unit Units Certificate shall evidence the number of Corporate Units specified therein, with each such Corporate Unit representing (1) the ownership by the Holder thereof of an Applicable Ownership Interest in Debentures Senior Notes or an Applicable Ownership Interest in the Treasury Portfolio, as the case may be, subject to the Pledge of such Applicable Ownership Interest in Debentures Senior Note or Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (i) of the definition of such term), as the case may be, by such Holder pursuant to the Pledge this Agreement, and (2) the rights and obligations of the Holder thereof and the Company under one Purchase Contract. The Purchase Contract Agent is hereby authorized, as attorney‑in‑fact attorney-in-fact for, and on behalf of, the Holder of each Corporate Unit shall Unit, to pledge, pursuant to Article 11 hereof, the Pledge Agreement, each Applicable Ownership Interest in Debentures Senior Notes, or the Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (i) of the definition of such term), as the case may be, forming a part of such Corporate Unit, Unit to the Collateral Agent Agent, for the benefit of the Company, and to grant to the Collateral Agent Agent, as agent of and for the benefit of the Company, a security interest in the right, title, title and interest of such Holder in such Applicable Ownership Interest in Debentures Senior Notes or such Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (i) of the definition of such term), as the case may be, for the benefit of the Company, ) to secure the obligation of the Holder under one each Purchase Contract to purchase the shares of Common Stock. To effect such Pledge and grant such security interest, the Purchase Contract Agent on behalf of the Holders of Corporate Units has, on the date hereof, delivered to the Collateral Agent the Senior Notes underlying the Applicable Ownership Interests in Senior Notes. Upon the formation of a Treasury Unit pursuant to Section 3.13, each Treasury Unit Units Certificate shall evidence the number of Treasury Units specified therein, with each such Treasury Unit representing (1) the ownership by the Holder thereof of a 1/20 or 5% undivided beneficial interest in a Treasury SecuritySecurity with a principal amount equal to $1,000, subject to the Pledge of such interest by such Holder pursuant to the Pledge this Agreement, and (2) the rights and obligations of the Holder thereof and the Company under one Purchase Contract. The Purchase Contract Agent is hereby authorized, as attorney‑in‑fact attorney-in-fact for, and on behalf of, the Holder of each Treasury Unit shall Unit, to pledge, pursuant to the Pledge AgreementArticle 11 hereof, each undivided beneficial such Holder's interest in a the Treasury Security forming a part of such Treasury Unit, Unit to the Collateral Agent Agent, as agent of and for the benefit of the Company, and to grant to the Collateral Agent Agent, for the benefit of the Company, a security interest in the right, title, title and interest of such Holder in such undivided beneficial interest in a Treasury Security for the benefit of the Company, to secure the obligation of the Holder under one each Purchase Contract to purchase the shares of Common Stock. Prior to the purchase of shares of Common Stock under each Purchase Contract, such Purchase Contract Contracts shall not entitle the Holder of a Unit to any of the rights of a holder of shares of Common Stock, including, without limitation, the right to vote or receive any dividends or other payments or to consent or to receive notice as a shareholder in respect of the meetings of shareholders or for the election of directors of the Company or for any other matter, or any other rights whatsoever as a shareholder of the Company.

Rights and Obligations Evidenced by the Certificates. Each Corporate Unit Income PRIDES Certificate shall evidence the number of Corporate Units Income PRIDES specified therein, with each such Corporate Unit Income PRIDES representing (1) the ownership by the Holder thereof of an a beneficial interest in a Preferred Security or the Applicable Ownership Interest in Debentures or an Applicable Ownership Interest in of the Treasury Portfolio, as the case may be, subject to the Pledge of such Preferred Security or the Applicable Ownership Interest in Debentures or Applicable Ownership Interest in of the Treasury Portfolio (as specified in clause (i) of the definition of such term)Portfolio, as the case may be, by such Holder pursuant to the Pledge Agreement, and (2) the rights and obligations of the Holder thereof and the Company under one Purchase Contract. The Purchase Contract Agent as attorney‑in‑fact attorney-in-fact for, and on behalf of, the Holder of each Corporate Unit Income PRIDES shall pledge, pursuant to the Pledge Agreement, each the Preferred Security or the Applicable Ownership Interest in Debentures or Applicable Ownership Interest in of the Treasury Portfolio (as specified in clause (i) of the definition of such term)Portfolio, as the case may be, forming a part of such Corporate UnitIncome PRIDES, to the Collateral Agent and grant to the Collateral Agent a security interest in the right, title, and interest of such Holder in such Preferred Security or the Applicable Ownership Interest in Debentures or such Applicable Ownership Interest in of the Treasury Portfolio (as specified in clause (i) of the definition of such term)Portfolio, as the case may be, for the benefit of the Company, to secure the obligation of the Holder under one each Purchase Contract to purchase the Common Stock. Upon the formation of a Treasury Unit pursuant to Section 3.13, each Treasury Unit Certificate shall evidence the number of Treasury Units specified therein, with each such Treasury Unit representing (1) the ownership by the Holder thereof of a 5% undivided beneficial interest in a Treasury Security, subject to the Pledge of such interest by such Holder pursuant to the Pledge Agreement, and (2) the rights and obligations of the Holder thereof and the Company under one Purchase Contract. The Purchase Contract Agent as attorney‑in‑fact for, and on behalf of, the Holder of each Treasury Unit shall pledge, pursuant to the Pledge Agreement, each undivided beneficial interest in a Treasury Security forming a part of such Treasury Unit, to the Collateral Agent and grant to the Collateral Agent a security interest in the right, title, and interest of such Holder in such undivided beneficial interest in a Treasury Security for the benefit Stock of the Company, to secure the obligation of the Holder under one Purchase Contract to purchase the Common Stock. Prior to the purchase of shares of Common Stock under each Purchase Contract, such Purchase Contract Contracts shall not entitle the Holder of a Unit an Income PRIDES Certificates to any of the rights of a holder of shares of Common Stock, including, without limitation, the right to vote or receive any dividends or other payments or to consent or to receive notice as a shareholder stockholders in respect of the meetings of shareholders stockholders or for the election of directors of the Company or for any other matter, or any other rights whatsoever as stockholders of the Company. Each Growth PRIDES Certificate shall evidence the number of Growth PRIDES specified therein, with each such Growth PRIDES representing the ownership by the Holder thereof of a shareholder 1/100 undivided beneficial interest in a Treasury Security with a principal amount equal to $1,000 subject to the Pledge of such Treasury Security by such Holder pursuant to the Pledge Agreement, and the rights and obligations of the Holder thereof and the Company under one Purchase Contract. Prior to the purchase, if any, of shares of Common Stock under the Purchase Contracts, such Growth PRIDES Certificates shall not entitle the Holders of Growth PRIDES Certificates to any of the rights of a holder of shares of Common Stock, including, without limitation, the right to vote or receive any dividends or other payments or to consent or to receive notice as stockholders in respect of the meetings of stockholders or for the election of directors of the Company or for any other matter, or any other rights whatsoever as stockholders of the Company.

Rights and Obligations Evidenced by the Certificates. (a) Each Corporate Unit Normal Units Certificate shall evidence the number of Corporate Normal Units specified therein, with each such Corporate Normal Unit representing (1) the ownership by the Holder thereof of an Applicable Ownership Interest a beneficial interest in Debentures a Note or an Applicable Ownership Interest in the Treasury Portfolio, as the case may be, subject to the Pledge of such Applicable Ownership Interest in Debentures Note or Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (i) of the definition of such term)Portfolio, as the case may be, by such Holder pursuant to the Pledge AgreementAgreement and the Indenture, and (2) the rights and obligations of the Holder thereof and the Company under one Purchase Contract. The Purchase Contract Agent as attorney‑in‑fact attorney-in-fact for, and on behalf of, the Holder of each Corporate Normal Unit shall pledge, pursuant to the Pledge AgreementAgreement and the Indenture, each Applicable Ownership Interest in Debentures the Note or the Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (i) of the definition of such term)Portfolio, as the case may be, forming a part of such Corporate Normal Unit, to the Collateral Agent and grant to the Collateral Agent a security interest in the right, title, and interest of such Holder in such Applicable Ownership Interest in Debentures Note or such Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (i) of the definition of such term)Portfolio, as the case may be, for the benefit of the Company, to secure the obligation of the Holder under one each Purchase Contract to purchase the Common Stock. Upon the formation of a Treasury Unit pursuant to Section 3.13, each Treasury Unit Certificate shall evidence the number of Treasury Units specified therein, with each such Treasury Unit representing (1) the ownership by the Holder thereof of a 5% undivided beneficial interest in a Treasury Security, subject to the Pledge of such interest by such Holder pursuant to the Pledge Agreement, and (2) the rights and obligations of the Holder thereof and the Company under one Purchase Contract. The Purchase Contract Agent as attorney‑in‑fact for, and on behalf of, the Holder of each Treasury Unit shall pledge, pursuant to the Pledge Agreement, each undivided beneficial interest in a Treasury Security forming a part of such Treasury Unit, to the Collateral Agent and grant to the Collateral Agent a security interest in the right, title, and interest of such Holder in such undivided beneficial interest in a Treasury Security for the benefit Stock of the Company, to secure the obligation of the Holder under one Purchase Contract to purchase the Common Stock. Prior to the purchase of shares of Common Stock under each Purchase Contract, such Purchase Contract Contracts shall not entitle the Holder Holders of a Unit Normal Units Certificates to any of the rights of a holder of shares of Common Stock, including, without limitation, the right to vote or receive any dividends or other payments or to consent or to receive notice as a shareholder stockholders in respect of the meetings of shareholders stockholders or for the election of directors of the Company or for any other matter, or any other rights whatsoever as a shareholder stockholders of the Company. (b) Each Stripped Units Certificate shall evidence the number of Stripped Units specified therein, with each such Stripped Unit representing the ownership by the Holder thereof of a 1/20 or 5.0% undivided beneficial interest in a Treasury Security with a principal amount at maturity equal to $1,000, subject to the Pledge of such interest in such Treasury Security by such Holder pursuant to the Pledge Agreement, and the rights and obligations of the Holder thereof and the Company under one Purchase Contract. Prior to the purchase of shares of Common Stock under each Purchase Contract, such Purchase Contracts shall not entitle the Holders of Stripped Units Certificates to any of the rights of a holder of shares of Common Stock, including, without limitation, the right to vote or receive any dividends or other payments or to consent or to receive notice as stockholders in respect of the meetings of stockholders or for the election of directors of the Company or for any other matter, or any other rights whatsoever as stockholders of the Company.

Rights and Obligations Evidenced by the Certificates. (a) Each Corporate Unit Normal Units Certificate shall evidence the number of Corporate Normal Units specified therein, with each such Corporate Normal Unit representing (1) the ownership by the Holder thereof of an Applicable Ownership Interest a 1/40 undivided beneficial interest in Debentures a Note or an Applicable Ownership Interest in the appropriate Treasury PortfolioConsideration, as the case may be, subject to the Pledge of such Applicable Ownership Interest in Debentures or Applicable Ownership Interest interest in the Note or the Treasury Portfolio (as specified in clause (i) of the definition of such term)Consideration, as the case may be, by such Holder pursuant to the Pledge Agreement, and (2) the rights and obligations of the Holder thereof and the Company under one Purchase Contract. The Purchase Contract Agent as attorney‑in‑fact attorney-in-fact for, and on behalf of, the Holder of each Corporate Normal Unit shall pledge, pursuant to the Pledge Agreement, each Applicable Ownership Interest in Debentures or Applicable Ownership Interest the interest in the Note or the Treasury Portfolio (as specified in clause (i) of the definition of such term), as the case may be, Consideration forming a part of such Corporate Normal Unit, to the Collateral Agent and grant to the Collateral Agent a security interest in the right, title, and interest of such Holder in such Applicable Ownership Interest in Debentures or such Applicable Ownership Interest interest in the Note or Treasury Portfolio (as specified in clause (i) of the definition of such term), as the case may be, Consideration for the benefit of the Company, to secure the obligation of the such Holder under one the related Purchase Contract to purchase the Common Stock. Upon Shares of the formation of a Treasury Unit pursuant to Section 3.13, each Treasury Unit Company. (b) Each Stripped Units Certificate shall evidence the number of Treasury Stripped Units specified therein, with each such Treasury Stripped Unit representing (1) the ownership by the Holder thereof of a 5% 1/40 undivided beneficial interest in a Treasury Security, subject to the Pledge of such interest in such Treasury Security by such Holder pursuant to the Pledge Agreement, and (2) the rights and obligations of the Holder thereof and the Company under one Purchase Contract. The Purchase Contract Agent as attorney‑in‑fact attorney-in-fact for, and on behalf of, the Holder of each Treasury Stripped Unit shall pledge, pursuant to the Pledge Agreement, each undivided beneficial the interest in a the Treasury Security forming a part of such Treasury Stripped Unit, to the Collateral Agent and grant to the Collateral Agent a security interest in the right, title, and interest of such Holder in such undivided beneficial interest in a the Treasury Security for the benefit of the Company, to secure the obligation of the such Holder under one the related Purchase Contract to purchase the Common Stock. Prior to the purchase of shares of Common Stock under each Purchase Contract, such Purchase Contract shall not entitle the Holder of a Unit to any of the rights of a holder of shares of Common Stock, including, without limitation, the right to vote or receive any dividends or other payments or to consent or to receive notice as a shareholder in respect of the meetings of shareholders or for the election of directors of the Company or for any other matter, or any other rights whatsoever as a shareholder Shares of the Company.

Rights and Obligations Evidenced by the Certificates. Each Corporate Unit Income PRIDES Certificate shall evidence the number of Corporate Units Income PRIDES specified therein, with each such Corporate Unit Income PRIDES representing (1) the ownership by the Holder thereof of an Applicable Ownership Interest a beneficial interest in Debentures or an Applicable Ownership Interest in the Treasury Portfolio, as the case may bea Preferred Share, subject to the Pledge of such Applicable Ownership Interest in Debentures or Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (i) of the definition of such term), as the case may be, Preferred Share by such Holder pursuant to the Pledge Agreement, and (2) the rights and obligations of the Holder thereof and the Company under one Purchase Contract. The Purchase Contract Agent as attorney‑in‑fact attorney-in-fact for, and on behalf of, the Holder of each Corporate Unit Income PRIDES shall pledge, pursuant to the Pledge Agreement, each Applicable Ownership Interest in Debentures or Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (i) of the definition of such term), as the case may be, Preferred Share forming a part of such Corporate UnitIncome PRIDES, to the Collateral Agent and grant to the Collateral Agent a security interest in the right, title, and interest of such Holder in such Applicable Ownership Interest in Debentures or such Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (i) of the definition of such term), as the case may be, Preferred Share for the benefit of the Company, to secure the obligation of the Holder under one each Purchase Contract to purchase the Common Stock. Upon the formation of a Treasury Unit pursuant to Section 3.13, each Treasury Unit Certificate shall evidence the number of Treasury Units specified therein, with each such Treasury Unit representing (1) the ownership by the Holder thereof of a 5% undivided beneficial interest in a Treasury Security, subject to the Pledge of such interest by such Holder pursuant to the Pledge Agreement, and (2) the rights and obligations of the Holder thereof and the Company under one Purchase Contract. The Purchase Contract Agent as attorney‑in‑fact for, and on behalf of, the Holder of each Treasury Unit shall pledge, pursuant to the Pledge Agreement, each undivided beneficial interest in a Treasury Security forming a part of such Treasury Unit, to the Collateral Agent and grant to the Collateral Agent a security interest in the right, title, and interest of such Holder in such undivided beneficial interest in a Treasury Security for the benefit Ordinary Shares of the Company, to secure the obligation of the Holder under one Purchase Contract to purchase the Common Stock. Prior to the purchase of shares of Common Stock Ordinary Shares under each Purchase Contract, such the Purchase Contract Contracts shall not entitle the Holder Holders of a Unit Income PRIDES Certificates to any of the rights of a holder of shares of Common StockOrdinary Shares, including, without limitation, the right to vote or receive any dividends or other payments or to consent or to receive notice as a shareholder stockholders in respect of the meetings of shareholders stockholders or for the election of directors of the Company or for any other matter, or any other rights whatsoever as stockholders of the Company. Each Growth PRIDES Certificate shall evidence the number of Growth PRIDES specified therein, with each such Growth PRIDES representing the ownership by the Holder thereof of a shareholder 1/20th undivided beneficial interest in a Treasury Security, subject to the Pledge of such interest in such Treasury Security by such Holder pursuant to the Pledge Agreement, and the rights and obligations of the Holder thereof and the Company under one Purchase Contract. Prior to the purchase of Ordinary Shares under each Purchase Contract, the Purchase Contracts shall not entitle the Holders of Growth PRIDES Certificates to any of the rights of a holder of Ordinary Shares, including, without limitation, the right to vote or receive any dividends or other payments or to consent or to receive notice as stockholders in respect of the meetings of stockholders or for the election of directors of the Company or for any other matter, or any other rights whatsoever as stockholders of the Company.

Rights and Obligations Evidenced by the Certificates. Each Corporate Unit Equity Units Certificate shall evidence the number of Corporate Equity Units specified therein, with each such Corporate Equity Unit representing (1) the ownership by the Holder thereof of an a beneficial interest in a Note or the Applicable Ownership Interest in Debentures or an Applicable Ownership Interest in of the Treasury Portfolio, as the case may be, subject to the Pledge of such Note or the Applicable Ownership Interest in Debentures or Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (iA) of the definition of such term)) of the Treasury Portfolio, as the case may be, by such Holder pursuant to the Pledge Agreement, and (2) the rights and obligations of the Holder thereof and the Company under one Purchase ContractWarrant. The Purchase Contract Warrant Agent as attorney‑in‑fact attorney-in-fact for, and on behalf of, the Holder of each Corporate Equity Unit shall pledge, pursuant to the Pledge Agreement, the principal portions (and not the interest payments accruing on) each Note or the Applicable Ownership Interest in Debentures or Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (iA) of the definition of such term)) of the Treasury Portfolio, as the case may be, forming a part of such Corporate Equity Unit, to the Collateral Agent and grant to the Collateral Agent a security interest in the right, title, title and interest of such Holder in the principal portions (and not the interest payments accruing on) each such Note or the Applicable Ownership Interest in Debentures or such Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (iA) of the definition of such term)) of the Treasury Portfolio, as the case may be, for the benefit of the Company, to secure the obligation of the Holder under one Purchase Contract each Warrant to purchase the shares of Common Stock. Upon the formation of a Treasury Equity Unit pursuant to Section SECTION 3.13, each Treasury Unit Equity Units Certificate shall evidence the number of Treasury Equity Units specified therein, with each such Treasury Equity Unit representing (1) the ownership by the Holder thereof of a 5% 1/40 undivided beneficial interest in a Treasury SecuritySecurity with a principal amount at maturity equal to $1,000, subject to the Pledge of such interest Treasury Security by such Holder pursuant to the Pledge Agreement, and (2) the rights and obligations of the Holder thereof and the Company under one Purchase Contract. The Purchase Contract Agent as attorney‑in‑fact for, and on behalf of, the Holder of each Treasury Unit shall pledge, pursuant to the Pledge Agreement, each undivided beneficial interest in a Treasury Security forming a part of such Treasury Unit, to the Collateral Agent and grant to the Collateral Agent a security interest in the right, title, and interest of such Holder in such undivided beneficial interest in a Treasury Security for the benefit of the Company, to secure the obligation of the Holder under one Purchase Contract to purchase the Common StockWarrant. Prior to the purchase of shares of Common Stock under each Purchase ContractWarrant, such Purchase Contract Warrants shall not entitle the Holder of a Unit Security to any of the rights of a holder of shares of Common Stock, including, without limitation, the right to vote or receive any dividends or other payments or to consent or to receive notice as a shareholder in respect of the meetings of shareholders or for the election of directors of the Company or for any other matter, or any other rights whatsoever as a shareholder of the Company.

Rights and Obligations Evidenced by the Certificates. Each Corporate Unit Normal Units Certificate shall evidence the number of Corporate Normal Units specified therein, with each such Corporate Normal Unit representing (1) the ownership by the Holder thereof of an the Applicable Ownership Interest in Debentures Senior Notes or an the Applicable Ownership Interest in the Treasury Portfolio, as the case may be, subject to the Pledge of such Applicable Ownership Interest in Debentures Senior Notes or such Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (i) of the definition of such term), as the case may be, by such Holder pursuant to the Pledge Agreement, and (2) the rights and obligations of the Holder thereof and the Company under one Purchase Contract. The Purchase Contract Agent is hereby authorized, as attorney‑in‑fact attorney-in-fact for, and on behalf of, the Holder of each Corporate Unit shall Normal Unit, to pledge, pursuant to the Pledge Agreement, each the Applicable Ownership Interest in Debentures or Senior Notes and the Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (i) of the definition of such term), as the case may beif any, forming a part of such Corporate Normal Unit, to the Collateral Agent for the benefit of the Company, and to grant to the Collateral Agent Agent, for the benefit of the Company, a security interest in the right, title, title and interest of such Holder in such Applicable Ownership Interest in Debentures or such Senior Notes and the Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (i) of the definition of such term), as if any, and in the case may be, for Senior Notes underlying the benefit of the Company, Applicable Ownership Interests in Senior Notes to secure the obligation of the Holder under one each Purchase Contract to purchase the shares of Common Stock. Upon the formation of a Treasury Stripped Unit pursuant to Section 3.13, each Treasury Stripped Unit Certificate shall evidence the number of Treasury Stripped Units specified therein, with each such Treasury Stripped Unit representing (1) the ownership by the Holder thereof of a 5% 1/20 undivided beneficial interest in a Treasury SecuritySecurity with a principal amount equal to $1,000, subject to the Pledge of such interest by such Holder pursuant to the Pledge Agreement, and (2) the rights and obligations of the Holder thereof and the Company under one Purchase Contract. The Purchase Contract Agent is hereby authorized, as attorney‑in‑fact attorney-in-fact for, and on behalf of, the Holder of each Treasury Unit shall Stripped Unit, to pledge, pursuant to the Pledge Agreement, each undivided beneficial such Holder's interest in a the Treasury Security forming a part of such Treasury Unit, Stripped Unit to the Collateral Agent Agent, for the benefit of the Company, and to grant to the Collateral Agent Agent, for the benefit of the Company, a security interest in the right, title, title and interest of such Holder in such undivided beneficial interest in a Treasury Security for the benefit of the Company, to secure the obligation of the Holder under one each Purchase Contract to purchase the shares of Common Stock. Prior to the purchase of shares of Common Stock under each Purchase Contract, such Purchase Contract Contracts shall not entitle the Holder of a Unit to any of the rights of a holder of shares of Common Stock, including, without limitation, the right to vote or receive any dividends or other payments or to consent or to receive notice as a shareholder in respect of the meetings of shareholders or for the election of directors of the Company or for any other matter, or any other rights whatsoever as a shareholder of the Company.

Rights and Obligations Evidenced by the Certificates. Each Corporate Unit PIES Certificate shall evidence the number of Corporate Units PIES specified therein, with each such Corporate Unit PIES representing (1) the ownership by the Holder thereof of an Applicable Ownership Interest (a) a 1/20th, or 5%, undivided beneficial interest in Debentures a Senior Note with a principal amount at maturity of $1,000 or an Applicable Ownership Interest (b) if substituted therefor, the Pledged Treasury Portfolio Interest, in the Treasury Portfolio, as the case may beeither case, subject to the Pledge of such Applicable Ownership Interest in Debentures Senior Note or Applicable Ownership Interest in the such Pledged Treasury Portfolio (as specified in clause (i) of the definition of such term)Interest, as the case may be, by such Holder pursuant to the Pledge Agreement, and (2) the rights and obligations of the Holder thereof and the Company under one Purchase Contract. The Purchase Contract Agent as attorney‑in‑fact attorney-in-fact for, and on behalf of, the Holder of each Corporate Unit PIES shall pledge, pursuant to the Pledge Agreement, each Applicable Ownership Interest in Debentures or Applicable Ownership Interest in the Senior Note or, if substituted therefor, the Treasury Portfolio (as specified in clause (i) of the definition of such term), as the case may beInterest, forming a part of such Corporate UnitPIES, to the Collateral Agent and grant to the Collateral Agent a security interest in the right, title, title and interest of such Holder in such Applicable Ownership Interest in Debentures Senior Note or such Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (i) of the definition of such term)Interest, as the case may be, for the benefit of the Company, to secure the obligation of the Holder under one each Purchase Contract to purchase shares of Common Stock pursuant to the Common StockPurchase Contract. Upon the formation of a Treasury Unit PIES pursuant to Section 3.13, each Treasury Unit PIES Certificate shall evidence the number of Treasury Units PIES specified therein, with each such Treasury Unit PIES representing (1) the ownership by the Holder thereof of a 5% 1/20th undivided beneficial interest in a Treasury SecuritySecurity with a principal amount equal to $1,000, subject to the Pledge of such interest Treasury Security by such Holder pursuant to the Pledge Agreement, and (2) the rights and obligations of the Holder thereof and the Company under one Purchase Contract. The Purchase Contract Agent as attorney‑in‑fact attorney-in-fact for, and on behalf of, the Holder of each Treasury Unit PIES shall pledge, pursuant to the Pledge Agreement, each undivided beneficial interest in a the Treasury Security or Treasury Securities forming a part of such Treasury UnitPIES, to the Collateral Agent and grant to the Collateral Agent a security interest in the right, title, title and interest of such Holder in such undivided beneficial interest in a Treasury Security or Treasury Securities for the benefit of the Company, to secure the obligation of the Holder under one each Purchase Contract to purchase shares of Common Stock pursuant to this Agreement and the Common Stockrelated Purchase Contract. Prior to the purchase of shares of Common Stock under each Purchase Contract, such Purchase Contract shall not entitle the Holder of a Unit Corporate PIES Certificate or a Treasury PIES Certificate to any of the rights of a holder of shares of Common Stock, including, without limitation, the right to vote or receive any dividends or other payments or to consent or to receive notice as a shareholder in respect of the meetings of shareholders or for the election of directors of the Company or for any other matter, or any other rights whatsoever as a shareholder of the Company.

Rights and Obligations Evidenced by the Certificates. Each Corporate Unit Income PRIDES Certificate shall evidence the number of Corporate Units Income PRIDES specified therein, with each such Corporate Unit Income PRIDES representing (1) the ownership by the Holder thereof of an a beneficial interest in a Senior Note or the Applicable Ownership Interest in Debentures or an Applicable Ownership Interest in of the Treasury Portfolio, as the case may be, subject to the Pledge of such Senior Note or the Applicable Ownership Interest in Debentures or Applicable Ownership Interest in of the Treasury Portfolio (as specified in clause (i) of the definition of such term)Portfolio, as the case may be, by such Holder pursuant to the Pledge Agreement, and (2) the rights and obligations of the Holder thereof and the Company under one Purchase Contract. The Purchase Contract Agent as attorney‑in‑fact attorney-in-fact for, and on behalf of, the Holder of each Corporate Unit Income PRIDES shall pledge, pursuant to the Pledge Agreement, each the Senior Note or the Applicable Ownership Interest in Debentures or Applicable Ownership Interest in of the Treasury Portfolio (as specified in clause (i) of the definition of such term)Portfolio, as the case may be, forming a part of such Corporate UnitIncome PRIDES, to the Collateral Agent and grant to the Collateral Agent a security interest in the right, title, and interest of such Holder in such Senior Note or the Applicable Ownership Interest in Debentures or such Applicable Ownership Interest in of the Treasury Portfolio (as specified in clause (i) of the definition of such term)Portfolio, as the case may be, for the benefit of the Company, to secure the obligation of the Holder under one each Purchase Contract to purchase the Common Stock. Upon the formation of a Treasury Unit pursuant to Section 3.13, each Treasury Unit Certificate shall evidence the number of Treasury Units specified therein, with each such Treasury Unit representing (1) the ownership by the Holder thereof of a 5% undivided beneficial interest in a Treasury Security, subject to the Pledge of such interest by such Holder pursuant to the Pledge Agreement, and (2) the rights and obligations of the Holder thereof and the Company under one Purchase Contract. The Purchase Contract Agent as attorney‑in‑fact for, and on behalf of, the Holder of each Treasury Unit shall pledge, pursuant to the Pledge Agreement, each undivided beneficial interest in a Treasury Security forming a part of such Treasury Unit, to the Collateral Agent and grant to the Collateral Agent a security interest in the right, title, and interest of such Holder in such undivided beneficial interest in a Treasury Security for the benefit Stock of the Company, to secure the obligation of the Holder under one Purchase Contract to purchase the Common Stock. Prior to the purchase of shares of Common Stock under each Purchase Contract, such the Purchase Contract Contracts shall not entitle the Holder Holders of a Unit Income PRIDES Certificates to any of the rights of a holder of shares of Common Stock, including, without limitation, the right to vote or receive any dividends or other payments or to consent or to receive notice as a shareholder stockholders in respect of the meetings of shareholders stockholders or for the election of directors of the Company or for any other matter, or any other rights whatsoever as stockholders of the Company. Each Growth PRIDES Certificate shall evidence the number of Growth PRIDES specified therein, with each such Growth PRIDES representing the ownership by the Holder thereof of a shareholder 1/40th undivided beneficial interest in a Treasury Security, subject to the Pledge of such interest in such Treasury Security by such Holder pursuant to the Pledge Agreement, and the rights and obligations of the Holder thereof and the Company under one Purchase Contract. Prior to the purchase of Common Stock under each Purchase Contract, the Purchase Contracts shall not entitle the Holders of Growth PRIDES Certificates to any of the rights of a holder of Common Stock, including, without limitation, the right to vote or receive any dividends or other payments or to consent or to receive notice as stockholders in respect of the meetings of stockholders or for the election of directors of the Company or for any other matter, or any other rights whatsoever as stockholders of the Company.

Rights and Obligations Evidenced by the Certificates. Each Corporate Unit Income PRIDES Certificate shall evidence the number of Corporate Units Income PRIDES specified therein, with each such Corporate Unit Income PRIDES representing (1) the ownership by the Holder thereof of an Applicable Ownership Interest a beneficial interest in Debentures the Debt Securities or an Applicable Ownership Interest in the Treasury Portfolio, as the case may be, subject to the Pledge of such Applicable Ownership Interest in Debentures Debt Securities or Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (i) of the definition of such term)Portfolio, as the case may be, by such Holder pursuant to the Pledge Agreement, and (2) the rights and obligations of the Holder thereof and the Company under one Purchase Contract. The Purchase Contract Agent as attorney‑in‑fact attorney-in-fact for, and on behalf of, the Holder of each Corporate Unit Income PRIDES shall pledge, pursuant to the Pledge Agreement, each Applicable Ownership Interest in Debentures Debt Security or the Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (i) of the definition of such term)Portfolio, as the case may be, forming a part of such Corporate UnitIncome PRIDES, to the Collateral Agent and grant to the Collateral Agent a security interest in the right, title, and interest of such Holder in such Applicable Ownership Interest in Debentures Debt Security or such Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (i) of the definition of such term)Portfolio, as the case may be, for the benefit of the Company, to secure the obligation of the Holder under one Purchase Contract to purchase the Common StockStock of the Company. Upon the formation of a Treasury Unit pursuant to Section 3.13, each Treasury Unit Each Growth PRIDES Certificate shall evidence the number of Treasury Units Growth PRIDES specified therein, with each such Treasury Unit Growth PRIDES representing (1) the ownership by the Holder thereof thereof, prior to the First Purchase Contract Settlement Date, of a 5% 1/40 undivided beneficial interest in both a 3-Year Treasury Security and a 4- Year Treasury Security and, on and after the First Purchase Contract Settlement Date, of a 1/40 undivided beneficial interest in a 4-Year Treasury Security, and each subject to the Pledge of such interest Treasury Security by such Holder pursuant to the Pledge Agreement, and (2) the rights and obligations of the Holder thereof and the Company under one Purchase Contract. The Purchase Contract Agent as attorney‑in‑fact attorney-in-fact for, and on behalf of, the Holder of each Treasury Unit Growth PRIDES shall pledge, pursuant to the Pledge Agreement, each undivided beneficial interest in a Treasury Security forming a part of such Treasury UnitGrowth PRIDES, to the Collateral Agent and grant to the Collateral Agent a security interest in the right, title, and interest of such Holder in such undivided beneficial interest in a Treasury Security for the benefit of the Company, to secure the obligation of the Holder under one Purchase Contract to purchase the Common Stock. Prior to the purchase of shares of Common Stock under each Purchase Contract, such Purchase Contract shall not entitle the Holder of a Unit to any of the rights of a holder of shares of Common Stock, including, without limitation, the right to vote or receive any dividends or other payments or to consent or to receive notice as a shareholder in respect of the meetings of shareholders or for the election of directors of the Company or for any other matter, or any other rights whatsoever as a shareholder of the Company.

Rights and Obligations Evidenced by the Certificates. (a) Each Corporate Unit Normal Units Certificate shall evidence the number of Corporate Normal Units specified therein, with each such Corporate Normal Unit representing (1) the ownership by the Holder thereof of an Applicable Ownership Interest a 1/40 undivided beneficial interest in Debentures or an Applicable Ownership Interest a Note in the original principal amount of $1,000 or the appropriate Treasury PortfolioConsideration, as the case may be, subject to the Pledge of such Applicable Ownership Interest interest in Debentures such Note or Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (i) of the definition of such term)Consideration, as the case may be, by such Holder pursuant to the Pledge Agreement, and (2) the rights and obligations of the Holder thereof and the Company under one Purchase Contract. The Purchase Contract Agent Agent, as attorney‑in‑fact attorney-in-fact for, and on behalf of, the Holder of each Corporate Unit Normal Unit, shall pledge, pursuant to the Pledge Agreement, each Applicable Ownership Interest the interest in Debentures such Note or Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (i) of the definition of such term), as the case may be, Consideration forming a part of such Corporate Normal Unit, to the Collateral Agent and grant to the Collateral Agent a security interest in the right, title, and interest of such Holder in such Applicable Ownership Interest interest in Debentures such Note or such Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (i) of the definition of such term), as the case may be, Consideration for the benefit of the Company, to secure the obligation of the such Holder under one the related Purchase Contract to purchase shares of Common Stock of the Common Stock. Upon the formation of a Treasury Unit pursuant to Section 3.13, each Treasury Unit Company. (b) Each Stripped Units Certificate shall evidence the number of Treasury Stripped Units specified therein, with each such Treasury Stripped Unit representing (1) the ownership by the Holder thereof of a 5% 1/40 undivided beneficial interest in a Treasury Security, subject to the Pledge of such interest in such Treasury Security by such Holder pursuant to the Pledge Agreement, and (2) the rights and obligations of the Holder thereof and the Company under one Purchase Contract. The Purchase Contract Agent Agent, as attorney‑in‑fact attorney-in-fact for, and on behalf of, the Holder of each Treasury Unit Stripped Unit, shall pledge, pursuant to the Pledge Agreement, each undivided beneficial the interest in a the Treasury Security forming a part of such Treasury Stripped Unit, to the Collateral Agent and grant to the Collateral Agent a security interest in the right, title, and interest of such Holder in such undivided beneficial interest in a the Treasury Security for the benefit of the Company, to secure the obligation of the such Holder under one the related Purchase Contract to purchase shares of Common Stock of the Common Stock. Company. (c) Prior to the purchase of shares of Common Stock under each Purchase Contract, such Purchase Contract shall not entitle the Holder of a Unit the related Units Certificates to any of the rights of a holder of shares of Common Stock, including, without limitation, the right to vote or receive any dividends or other payments or to consent or to receive notice as a shareholder stockholder in respect of the meetings of shareholders stockholders or for the election of directors of the Company or for any other matter, or any other rights whatsoever as a shareholder stockholder of the Company.

Rights and Obligations Evidenced by the Certificates. Each Corporate Unit Certificate shall evidence the number of Corporate Units specified therein, with each such Corporate Unit representing (1) the ownership by the Holder thereof of an Applicable Ownership Interest a beneficial interest in Debentures a Debt Security or an the Applicable Ownership Interest in the appropriate Treasury Portfolio, as the case may be, subject to the Pledge of such Applicable Ownership Interest in Debentures Debt Security or Applicable Ownership Interest in the appropriate Treasury Portfolio (as specified in clause (i) of the definition of such term)Portfolio, as the case may be, by such Holder pursuant to the Pledge Agreement, and (2) the rights and obligations of the Holder thereof and the Company under one Purchase Contract. The Purchase Contract Agent as attorney‑in‑fact attorney-in-fact for, and on behalf of, the Holder of each Corporate Unit shall pledge, pursuant to the Pledge Agreement, each Applicable Ownership Interest in Debentures Debt Security or the Applicable Ownership Interest in the appropriate Treasury Portfolio (as specified in clause (i) of the definition of such term)Portfolio, as the case may be, forming a part of such Corporate Unit, to the Collateral Agent and grant to the Collateral Agent a security interest in the right, title, and interest of such Holder in such Applicable Ownership Interest in Debentures Debt Security or such Applicable Ownership Interest in the appropriate Treasury Portfolio (as specified in clause (i) of the definition of such term)Portfolio, as the case may be, for the benefit of the Company, to secure the obligation of the Holder under one Purchase Contract to purchase the Common StockStock of the Company. Upon the formation of a Treasury Unit pursuant to Section 3.13, each Each Treasury Unit Certificate shall evidence the number of Treasury Units specified therein, with each such Treasury Unit representing (1) the ownership by the Holder thereof of a 1/20, or 5% %, undivided beneficial interest in a Treasury Security, subject to the Pledge of such interest Treasury Security by such Holder pursuant to the Pledge Agreement, and (2) the rights and obligations of the Holder thereof and the Company under one Purchase Contract. The Purchase Contract Agent as attorney‑in‑fact attorney-in-fact for, and on behalf of, the Holder of each Treasury Unit shall pledge, pursuant to the Pledge Agreement, each undivided beneficial interest in a Treasury Security forming a part of such Treasury Unit, to the Collateral Agent and grant to the Collateral Agent a security interest in the right, title, and interest of such Holder in such undivided beneficial interest in a Treasury Security for the benefit of the Company, to secure the obligation of the Holder under one Purchase Contract to purchase the Common Stock. Prior to the purchase of shares of Common Stock under each Purchase Contract, such Purchase Contract shall not entitle the Holder of a Unit to any of the rights of a holder of shares of Common Stock, including, without limitation, the right to vote or receive any dividends or other payments or to consent or to receive notice as a shareholder in respect of the meetings of shareholders or for the election of directors of the Company or for any other matter, or any other rights whatsoever as a shareholder of the Company.

Rights and Obligations Evidenced by the Certificates. Each Corporate Unit SPC Units Certificate shall evidence the number of Corporate SPC Units specified therein, with each such Corporate SPC Unit representing (1) the ownership by the Holder thereof of an Applicable Ownership Interest a beneficial interest in Debentures one Note having a principal amount of [$25] [or an the Applicable Ownership Interest in the Treasury Portfolio, as the case may be, ,] subject to the Pledge of such Applicable Ownership Interest in Debentures Note [or Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (iA) of the definition of such term)) in the Treasury Portfolio, as the case may be, ] by such Holder pursuant to the Pledge Agreement, and (2) the rights and obligations of the Holder thereof and the Company under one Purchase Contract. The Purchase Contract Agent as attorney‑in‑fact attorney-in-fact for, and on behalf of, the Holder of each Corporate SPC Unit shall pledge, pursuant to the Pledge Agreement, each Applicable Ownership Interest in Debentures the Note [or Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (iA) of the definition of such term)) in the Treasury Portfolio, as the case may be, ,] forming a part of such Corporate SPC Unit, to the Collateral Agent and grant to the Collateral Agent a security interest in the right, title, title and interest of such Holder in such Note [or Applicable Ownership Interest in Debentures or such Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (iA) of the definition of such term)) in the Treasury Portfolio, as the case may be, ] for the benefit of the Company, to secure the obligation of the Holder under one each Purchase Contract to purchase the shares of Common Stock. Prior to the purchase of shares of Common Stock under each Purchase Contract, such Purchase Contracts shall not entitle the Holder of a SPC Units Certificate to any of the rights of a holder of shares of Common Stock, including, without limitation, the right to vote or receive any dividends or other payments or to consent or to receive notice as a shareholder in respect of the meetings of shareholders or for the election of directors of the Company or for any other matter, or any other rights whatsoever as a shareholder of the Company. Upon the formation of a Treasury SPC Unit pursuant to Section 3.13, each Treasury Unit SPC Units Certificate shall evidence the number of Treasury SPC Units specified therein, with each such Treasury SPC Unit representing (1) the ownership by the Holder thereof of a 5% [ 1/40] undivided beneficial ownership interest in a Treasury SecuritySecurity with a principal amount at maturity equal to $1,000, subject to the Pledge of such interest Treasury Security by such Holder pursuant to the Pledge Agreement, and (2) the rights and obligations of the Holder thereof and the Company under one Purchase Contract. The Purchase Contract Agent as attorney‑in‑fact attorney-in-fact for, and on behalf of, the Holder of each Treasury SPC Unit shall pledge, pursuant to the Pledge Agreement, each undivided beneficial interest in a Treasury Security or portion thereof forming a part of such Treasury SPC Unit, to the Collateral Agent and grant to the Collateral Agent a security interest in the right, title, title and interest of such Holder in such undivided beneficial interest in a Treasury Security for the benefit of the Company, to secure the obligation of the Holder under one each Purchase Contract to purchase the shares of Common Stock. Prior to the purchase of shares of Common Stock under each Purchase Contract, such Purchase Contract Contracts shall not entitle the Holder of a Unit Treasury SPC Units Certificate to any of the rights of a holder of shares of Common Stock, including, without limitation, the right to vote or receive any dividends or other payments or to consent or to receive notice as a shareholder in respect of the meetings of shareholders or for the election of directors of the Company or for any other matter, or any other rights whatsoever as a shareholder of the Company.

Rights and Obligations Evidenced by the Certificates. (a) Each Corporate Unit Normal Units Certificate shall evidence the number of Corporate Normal Units specified therein, with each such Corporate Normal Unit representing (1) the ownership by the Holder thereof of an Applicable Ownership Interest a beneficial interest in Debentures a Debenture or an Applicable Ownership Interest in the appropriate Treasury PortfolioConsideration, as the case may be, subject to the Pledge of such Applicable Ownership Interest in Debentures Debenture or Applicable Ownership Interest in the such Treasury Portfolio (as specified in clause (i) of the definition of such term)Consideration, as the case may be, by such Holder pursuant to the Pledge Agreement, and (2) the rights and obligations of the Holder thereof and the Company under one Purchase Contract. The Purchase Contract Agent as attorney‑in‑fact attorney-in-fact for, and on behalf of, the Holder of each Corporate Normal Unit shall pledge, pursuant to the Pledge Agreement, each Applicable Ownership Interest in Debentures the Debenture or Applicable Ownership Interest in the appropriate Treasury Portfolio (as specified in clause (i) of the definition of such term)Consideration, as the case may be, forming a part of such Corporate Normal Unit, to the Collateral Agent and grant to the Collateral Agent a security interest in the right, title, and interest of such Holder in such Applicable Ownership Interest in Debentures Debenture or such Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (i) of the definition of such term)Consideration, as the case may be, for the benefit of the Company, to secure the obligation of the such Holder under one the related Purchase Contract to purchase the Common Stock. Upon the formation of a Treasury Unit pursuant to Section 3.13, each Treasury Unit Certificate shall evidence the number of Treasury Units specified therein, with each such Treasury Unit representing (1) the ownership by the Holder thereof of a 5% undivided beneficial interest in a Treasury Security, subject to the Pledge of such interest by such Holder pursuant to the Pledge Agreement, and (2) the rights and obligations of the Holder thereof and the Company under one Purchase Contract. The Purchase Contract Agent as attorney‑in‑fact for, and on behalf of, the Holder of each Treasury Unit shall pledge, pursuant to the Pledge Agreement, each undivided beneficial interest in a Treasury Security forming a part of such Treasury Unit, to the Collateral Agent and grant to the Collateral Agent a security interest in the right, title, and interest of such Holder in such undivided beneficial interest in a Treasury Security for the benefit Stock of the Company, to secure the obligation of the Holder under one Purchase Contract to purchase the Common Stock. Prior to the purchase of shares of Common Stock under each Purchase Contract, such Purchase Contract shall not entitle the Holder of a Unit the related Normal Units Certificates to any of the rights of a holder of shares of Common Stock, including, without limitation, the right to vote or receive any dividends or other payments or to consent or to receive notice as a shareholder stockholders in respect of the meetings of shareholders stockholders or for the election of directors of the Company or for any other matter, or any other rights whatsoever as a shareholder stockholders of the Company. (b) Each Stripped Units Certificate shall evidence the number of Stripped Units specified therein, with each such Stripped Unit representing the ownership by the Holder thereof of a 1/40 undivided beneficial interest in a Treasury Security, subject to the Pledge of such interest in such Treasury Security by such Holder pursuant to the Pledge Agreement, and the rights and obligations of the Holder thereof and the Company under one Purchase Contract. Prior to the purchase of shares of Common Stock under each Purchase Contract, such Purchase Contract shall not entitle the Holder of the related Stripped Units Certificates to any of the rights of a holder of shares of Common Stock, including, without limitation, the right to vote or receive any dividends or other payments or to consent or to receive notice as stockholders in respect of the meetings of stockholders or for the election of directors of the Company or for any other matter, or any other rights whatsoever as stockholders of the Company.

Rights and Obligations Evidenced by the Certificates. Each Corporate Unit Units Certificate shall evidence the number of Corporate Units specified therein, with each such Corporate Unit representing (1) the ownership by the Holder thereof of an Applicable Ownership Interest in Debentures Subordinated Notes or an Applicable Ownership Interest in the Treasury Portfolio, as the case may be, subject to the Pledge of such Applicable Ownership Interest in Debentures Subordinated Note or Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (i) of the definition of such term), as the case may be, by such Holder pursuant to the Pledge this Agreement, and (2) the rights and obligations of the Holder thereof and the Company under one Purchase Contract. The Purchase Contract Agent is hereby authorized, as attorney‑in‑fact attorney-in-fact for, and on behalf of, the Holder of each Corporate Unit shall Unit, to pledge, pursuant to Article 11 hereof, the Pledge Agreement, each Applicable Ownership Interest in Debentures Subordinated Notes, or the Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (i) of the definition of such term) forming a part of such Corporate Unit, to the Collateral Agent for the benefit of the Company, and to grant to the Collateral Agent, for the benefit of the Company, a security interest in the right, title and interest of such Holder in such Applicable Ownership Interest in Subordinated Notes or Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (i) of the definition of such term), as the case may be, forming a part of such Corporate Unit, to the Collateral Agent and grant to the Collateral Agent a security interest in the right, title, and interest of such Holder in such Applicable Ownership Interest in Debentures or such Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (i) of the definition of such term), as the case may be, for the benefit of the Company, to secure the obligation of the Holder under one each Purchase Contract to purchase the shares of Common Stock. To effect such Pledge and grant such security interest, the Purchase Contract Agent on behalf of the Holders of Corporate Units has, on the date hereof, delivered to the Collateral Agent the Subordinated Notes underlying the Applicable Ownership Interests in Subordinated Notes. Upon the formation of a Treasury Unit pursuant to Section 3.13, each Treasury Unit Certificate shall evidence the number of Treasury Units specified therein, with each such Treasury Unit representing (1) the ownership by the Holder thereof of a 51/40 or 2.5% undivided beneficial interest in a Treasury SecuritySecurity with a principal amount equal to $1,000, subject to the Pledge of such interest by such Holder pursuant to the Pledge this Agreement, and (2) the rights and obligations of the Holder thereof and the Company under one Purchase Contract. The Purchase Contract Agent is hereby authorized, as attorney‑in‑fact attorney-in-fact for, and on behalf of, the Holder of each Treasury Unit shall Unit, to pledge, pursuant to the Pledge AgreementArticle 11 hereof, each undivided beneficial such Holder’s interest in a the Treasury Security forming a part of such Treasury Unit, Unit to the Collateral Agent Agent, for the benefit of the Company, and to grant to the Collateral Agent Agent, for the benefit of the Company, a security interest in the right, title, title and interest of such Holder in such undivided beneficial interest in a Treasury Security for the benefit of the Company, to secure the obligation of the Holder under one each Purchase Contract to purchase the shares of Common Stock. Prior to the purchase of shares of Common Stock under each Purchase Contract, such Purchase Contract shall not entitle the Holder of a Unit to any of the rights of a holder of shares of Common Stock, including, without limitation, the right to vote or receive any dividends or other payments or to consent or to receive notice as a shareholder in respect of the meetings of shareholders or for the election of directors of the Company or for any other matter, or any other rights whatsoever as a shareholder of the Company.

Rights and Obligations Evidenced by the Certificates. Each Corporate Unit SPUS Certificate shall evidence the number of Corporate Units SPUS specified therein, with each such Corporate Unit representing SPUS representing (1) the ownership by the Holder thereof of an Applicable Ownership Interest a beneficial interest in Debentures or an Applicable Ownership Interest in the Treasury Portfolio, as the case may bea Share, subject to the Pledge of such Applicable Ownership Interest in Debentures or Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (i) of the definition of such term), as the case may be, that Share by such Holder pursuant to the Pledge Agreement, and (2) the rights and obligations of the Holder thereof and the Company under one Purchase Contract. The Purchase Contract Agent as attorney‑in‑fact attorney-in-fact for, and on behalf of, the Holder of each Corporate Unit SPUS shall pledge, pursuant to the Pledge Agreement, each Applicable Ownership Interest in Debentures or Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (i) of the definition of such term), as the case may be, Share forming a part of such Corporate UnitSPUS, to the Collateral Agent and grant to the Collateral Agent a security interest in the right, title, title and interest of such Holder in such Applicable Ownership Interest in Debentures or such Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (i) of the definition of such term), as the case may be, Share for the benefit of the Company, to secure the obligation of the Holder under one each Purchase Contract to purchase Common Stock of the Company. Prior to the purchase of shares of Common Stock. Upon , if any, under each Purchase Contract, such Purchase Contract shall not entitle the formation Holder of a Corporate SPUS Certificate to any of the rights of a holder of shares of Common Stock, including, without limitation, the right to vote or receive any dividends or other payments or to consent or to receive notice as a shareholder in respect of the meetings of shareholders or for the election of directors of the Company or for any other matter, or any other rights whatsoever as a shareholder of the Company. Each Treasury Unit pursuant to Section 3.13, each Treasury Unit SPUS Certificate shall evidence the number of Treasury Units SPUS specified therein, with each such Treasury Unit SPUS representing (1) the ownership by the Holder thereof of a 5% 1/20 undivided beneficial interest in a Treasury SecuritySecurity with a principal amount equal to $1,000, subject to the Pledge of such interest Treasury Security by such Holder pursuant to the Pledge Agreement, and (2) the rights and obligations of the Holder thereof and the Company under one Purchase Contract. The Purchase Contract Agent as attorney‑in‑fact for, and on behalf of, the Holder of each Treasury Unit shall pledge, pursuant to the Pledge Agreement, each undivided beneficial interest in a Treasury Security forming a part of such Treasury Unit, to the Collateral Agent and grant to the Collateral Agent a security interest in the right, title, and interest of such Holder in such undivided beneficial interest in a Treasury Security for the benefit of the Company, to secure the obligation of the Holder under one Purchase Contract to purchase the Common Stock. Prior to the purchase of shares of Common Stock under each Purchase Contract, such Purchase Contract Contracts shall not entitle the Holder of a Unit Treasury SPUS Certificate to any of the rights of a holder of shares of Common Stock, including, without limitation, the right to vote or receive any dividends or other payments or to consent or to receive notice as a shareholder in respect of the meetings of shareholders or for the election of directors of the Company or for any other matter, or any other rights whatsoever as a shareholder of the Company.

Rights and Obligations Evidenced by the Certificates. Each Corporate Type A Unit Certificate shall evidence the number of Corporate Type A Units specified therein, with each such Corporate Type A Unit representing (1) the ownership by the Holder thereof of an Applicable Ownership Interest a beneficial interest in Debentures or an Applicable Ownership Interest in the Treasury Portfolio, as the case may bea Debenture, subject to the Pledge of such Applicable Ownership Interest in Debentures or Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (i) of the definition of such term), as the case may be, Debenture by such Holder pursuant to the Pledge Agreement, and (2) the rights and obligations of the Holder thereof and the Company under one Purchase Contract. The Purchase Contract Agent as attorney‑in‑fact attorney-in-fact for, and on behalf of, the Holder of each Corporate Type A Unit shall pledge, pursuant to the Pledge Agreement, each Applicable Ownership Interest in Debentures or Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (i) of the definition of such term), as the case may beDebenture, forming a part of such Corporate Type A Unit, to the Collateral Agent and grant to the Collateral Agent a security interest in the right, title, title and interest of such Holder in such Applicable Ownership Interest in Debentures or such Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (i) of the definition of such term), as the case may be, Debenture for the benefit of the Company, to secure the obligation of the Holder under one each Purchase Contract to purchase the Common Stock. Upon the formation of a Treasury Unit pursuant to Section 3.13, each Treasury Unit Certificate shall evidence the number of Treasury Units specified therein, with each such Treasury Unit representing (1) the ownership by the Holder thereof of a 5% undivided beneficial interest in a Treasury Security, subject to the Pledge of such interest by such Holder pursuant to the Pledge Agreement, and (2) the rights and obligations of the Holder thereof and the Company under one Purchase Contract. The Purchase Contract Agent as attorney‑in‑fact for, and on behalf of, the Holder of each Treasury Unit shall pledge, pursuant to the Pledge Agreement, each undivided beneficial interest in a Treasury Security forming a part of such Treasury Unit, to the Collateral Agent and grant to the Collateral Agent a security interest in the right, title, and interest of such Holder in such undivided beneficial interest in a Treasury Security for the benefit Stock of the Company, to secure the obligation of the Holder under one Purchase Contract to purchase the Common Stock. Prior to the purchase of shares of Common Stock under each Purchase Contract, such Purchase Contract Contracts shall not entitle the Holder of a Type A Unit Certificate to any of the rights of a holder of shares of Common Stock, including, without limitation, the right to vote or receive any dividends or other payments or to consent or to receive notice as a shareholder stockholder in respect of the meetings of shareholders stockholders or for the election of directors of the Company or for any other matter, or any other rights whatsoever as a shareholder stockholder of the Company. Each Type B Unit Certificate shall evidence the number of Type B Units specified therein, with each such Type B Unit representing the ownership by the Holder thereof of a 1/20 undivided beneficial interest in a Treasury Security with a principal amount equal to $1,000, subject to the Pledge of such Treasury Security by such Holder pursuant to the Pledge Agreement, and the rights and obligations of the Holder thereof and the Company under one Purchase Contract. Prior to the purchase, if any, of shares of Common Stock under each Purchase Contract, such Purchase Contract shall not entitle the Holder of a Type B Unit Certificate to any of the rights of a holder of shares of Common Stock, including, without limitation, the right to vote or receive any dividends or other payments or to consent or to receive notice as a stockholder in respect of the meetings of stockholders or for the election of directors of the Company or for any other matter, or any other rights whatsoever as a stockholder of the Company.

Rights and Obligations Evidenced by the Certificates. Each Corporate Unit Stock Purchase Units Certificate shall evidence the number of Corporate Stock Purchase Units specified therein, with each such Corporate Stock Purchase Unit representing representing (1) the ownership by the Holder thereof of an a beneficial interest in a Preferred Security, a [Subordinated] Note or the Applicable Ownership Interest in Debentures or an Applicable Ownership Interest in of the Treasury Portfolio, as the case may be, subject to the Pledge of such Preferred Security, such [Subordinated] Note or the Applicable Ownership Interest in Debentures or Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (iA) of the definition of such term)) of the Treasury Portfolio, as the case may be, by such Holder pursuant to the Pledge Agreement, and (2) the rights and obligations of the Holder thereof and the Company under one Purchase Contract. The Purchase Contract Agent Agent, as attorney‑in‑fact attorney-in-fact for, and on behalf of, the Holder of each Corporate Stock Purchase Unit shall pledge, pursuant to the Pledge Agreement, each the Preferred Security, the [Subordinated] Note or the Applicable Ownership Interest in Debentures or Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (iA) of the definition of such term)) of the Treasury Portfolio, as the case may be, forming a part of such Corporate Stock Purchase Unit, to the Collateral Agent and grant to the Collateral Agent a security interest in the right, title, title and interest of such Holder in such Preferred Security, such [Subordinated] Note or the Applicable Ownership Interest in Debentures or such Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (iA) of the definition of such term)) of the Treasury Portfolio, as the case may be, for the benefit of the Company, to secure the obligation of the Holder under one each Purchase Contract to purchase the shares of Common Stock. Upon the formation of a Treasury Stock Purchase Unit pursuant to Section 3.13, each Treasury Unit Stock Purchase Units Certificate shall evidence the number of Treasury Stock Purchase Units specified therein, with each such Treasury Stock Purchase Unit representing (1) the ownership by the Holder thereof of a 5% 1/40 undivided beneficial interest in a Treasury SecuritySecurity with a principal amount equal to $1,000, subject to the Pledge of such interest Treasury Security by such Holder pursuant to the Pledge Agreement, and (2) the rights and obligations of the Holder thereof and the Company under one Purchase Contract. The Purchase Contract Agent as attorney‑in‑fact for, and on behalf of, the Holder of each Treasury Unit shall pledge, pursuant to the Pledge Agreement, each undivided beneficial interest in a Treasury Security forming a part of such Treasury Unit, to the Collateral Agent and grant to the Collateral Agent a security interest in the right, title, and interest of such Holder in such undivided beneficial interest in a Treasury Security for the benefit of the Company, to secure the obligation of the Holder under one Purchase Contract to purchase the Common Stock. Prior to the purchase of shares of Common Stock under each Purchase Contract, such Purchase Contract Contracts shall not entitle the Holder of a Unit Security to any of the rights of a holder of shares of Common Stock, including, without limitation, the right to vote or receive any dividends or other payments or to consent or to receive notice as a shareholder in respect of the meetings of shareholders or for the election of directors of the Company or for any other matter, or any other rights whatsoever as a shareholder of the Company.

Rights and Obligations Evidenced by the Certificates. (a) Each Corporate Unit Normal Units Certificate shall evidence the number of Corporate Normal Units specified therein, with each such Corporate Normal Unit representing (1) the ownership by the Holder thereof of an Applicable Ownership Interest a beneficial interest in Debentures a Note or an the appropriate Treasury Consideration or Applicable Ownership Interest in the Treasury Portfolio, as the case may be, subject to the Pledge of such Applicable Ownership Interest in Debentures Note, Treasury Consideration or Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (i) of the definition of such term)Portfolio, as the case may be, by such Holder pursuant to the Pledge Agreement, and (2) the rights and obligations of the Holder thereof and the Company under one Purchase Contract. The Purchase Contract Agent as attorney‑in‑fact attorney-in-fact for, and on behalf of, the Holder of each Corporate Normal Unit shall pledge, pursuant to the Pledge Agreement, each Applicable Ownership Interest in Debentures the Note or the appropriate Treasury Consideration or Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (i) of the definition of such term)Portfolio, as the case may be, forming a part of such Corporate Normal Unit, to the Collateral Agent and grant to the Collateral Agent a security interest in the right, title, title and interest of such Holder in such Applicable Ownership Interest in Debentures Note, Treasury Consideration or such Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (i) of the definition of such term)Portfolio, as the case may be, for the benefit of the Company, to secure the obligation of the Holder under one each Purchase Contract to purchase the Common Stock. Upon the formation of a Treasury Unit pursuant to Section 3.13, each Treasury Unit Certificate shall evidence the number of Treasury Units specified therein, with each such Treasury Unit representing (1) the ownership by the Holder thereof of a 5% undivided beneficial interest in a Treasury Security, subject to the Pledge of such interest by such Holder pursuant to the Pledge Agreement, and (2) the rights and obligations of the Holder thereof and the Company under one Purchase Contract. The Purchase Contract Agent as attorney‑in‑fact for, and on behalf of, the Holder of each Treasury Unit shall pledge, pursuant to the Pledge Agreement, each undivided beneficial interest in a Treasury Security forming a part of such Treasury Unit, to the Collateral Agent and grant to the Collateral Agent a security interest in the right, title, and interest of such Holder in such undivided beneficial interest in a Treasury Security for the benefit Stock of the Company, to secure the obligation of the Holder under one Purchase Contract to purchase the Common Stock. Prior to the purchase of shares of Common Stock under each Purchase Contract, such Purchase Contract Contracts shall not entitle the Holder Holders of a Unit Normal Units Certificates to any of the rights of a holder of shares of Common Stock, including, without limitation, the right to vote or receive any dividends or other payments or to consent or to receive notice as a shareholder stockholders in respect of the meetings of shareholders stockholders or for the election of directors of the Company or for any other matter, or any other rights whatsoever as a shareholder stockholders of the Company. (b) Each Stripped Units Certificate shall evidence the number of Stripped Units specified therein, with each such Stripped Unit representing the ownership by the Holder thereof of a 1/40 undivided beneficial interest in a Treasury Security, subject to the Pledge of such interest in such Treasury Security by such Holder pursuant to the Pledge Agreement, and the rights and obligations of the Holder thereof and the Company under one Purchase Contract. Prior to the purchase of shares of Common Stock under each Purchase Contract, such Purchase Contracts shall not entitle the Holders of Stripped Units Certificates to any of the rights of a holder of shares of Common Stock, including, without limitation, the right to vote or receive any dividends or other payments or to consent or to receive notice as stockholders in respect of the meetings of stockholders or for the election of directors of the Company or for any other matter, or any other rights whatsoever as stockholders of the Company.

Rights and Obligations Evidenced by the Certificates. Each Corporate Unit Income PRIDES Certificate shall evidence the number of Corporate Units Income PRIDES specified therein, with each such Corporate Unit Income PRIDES representing (1) the ownership by the Holder thereof of an a beneficial interest in a Trust Preferred Security or the Applicable Ownership Interest in Debentures or an Applicable Ownership Interest in of the Treasury Portfolio, as the case may be, subject to the Pledge of such Trust Preferred Security or the Applicable Ownership Interest in Debentures or Applicable Ownership Interest in of the Treasury Portfolio (as specified in clause (i) of the definition of such term)Portfolio, as the case may be, by such Holder pursuant to the Pledge Agreement, and (2) the rights and obligations of the Holder thereof and the Company under one Purchase Contract. The Purchase Contract Agent as attorney‑in‑fact attorney-in-fact for, and on behalf of, the Holder of each Corporate Unit Income PRIDES shall pledge, pursuant to the Pledge Agreement, each the Trust Preferred Security or the Applicable Ownership Interest in Debentures or Applicable Ownership Interest in of the Treasury Portfolio (as specified in clause (i) of the definition of such term)Portfolio, as the case may be, forming a part of such Corporate UnitIncome PRIDES, to the Collateral Agent and grant to the Collateral Agent a security interest in the right, title, and interest of such Holder in such Trust Preferred Security or the Applicable Ownership Interest in Debentures or such Applicable Ownership Interest in of the Treasury Portfolio (as specified in clause (i) of the definition of such term)Portfolio, as the case may be, for the benefit of the Company, to secure the obligation of the Holder under one each Purchase Contract to purchase the Common StockStock of the Company. Upon the formation of a Treasury Unit pursuant to Section 3.13, each Treasury Unit Each Growth PRIDES Certificate shall evidence the number of Treasury Units Growth PRIDES specified therein, with each such Treasury Unit Growth PRIDES representing (1) the ownership by the Holder thereof of a 5% 1/100 undivided beneficial interest in a Treasury Security, Security with a principal amount equal to $1,000 subject to the Pledge of such interest Treasury Security by such Holder pursuant to the Pledge Agreement, and (2) the rights and obligations of the Holder thereof and the Company under one Purchase Contract. The Purchase Contract Agent as attorney‑in‑fact for, and on behalf of, the Holder of each Treasury Unit shall pledge, pursuant to the Pledge Agreement, each undivided beneficial interest in a Treasury Security forming a part of such Treasury Unit, to the Collateral Agent and grant to the Collateral Agent a security interest in the right, title, and interest of such Holder in such undivided beneficial interest in a Treasury Security for the benefit of the Company, to secure the obligation of the Holder under one Purchase Contract to purchase the Common Stock. Prior to the purchase of shares of Common Stock under each Purchase Contract, such Purchase Contract shall not entitle the Holder of a Unit to any of the rights of a holder of shares of Common Stock, including, without limitation, the right to vote or receive any dividends or other payments or to consent or to receive notice as a shareholder in respect of the meetings of shareholders or for the election of directors of the Company or for any other matter, or any other rights whatsoever as a shareholder of the Company.

Rights and Obligations Evidenced by the Certificates. Each Corporate Unit Certificate shall evidence the number of Corporate Units specified thereinin it, with each such Corporate Unit representing (1) the ownership by the Holder thereof of an Applicable Ownership Interest a beneficial interest in Debentures or an Applicable Ownership Interest in the Treasury Portfolio, as the case may bea Debenture, subject to the Pledge of such Applicable Ownership Interest in Debentures or Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (i) of the definition of such term), as the case may be, Debenture by such Holder pursuant to the Pledge Agreement, and (2) the rights and obligations of the Holder thereof of such Certificate and the Company under one Purchase Contract. The Purchase Contract Agent as attorney‑in‑fact attorney-in-fact for, and on behalf of, the Holder of each Corporate Unit shall pledge, pursuant to the Pledge Agreement, each Applicable Ownership Interest in Debentures or Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (i) of the definition of such term), as the case may be, Debenture forming a part of such Corporate Unit, Unit to the Collateral Agent and grant to the Collateral Agent a security interest in the right, title, title and interest of such Holder in such Applicable Ownership Interest in Debentures or such Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (i) of the definition of such term), as the case may be, Debenture for the benefit of the Company, to secure the obligation of the Holder under one such Purchase Contract to purchase the Common Stock. Upon the formation of a Treasury Unit pursuant to Section 3.13, each Treasury Unit Certificate shall evidence the number of Treasury Units specified therein, with each such Treasury Unit representing (1) the ownership by the Holder thereof of a 5% undivided beneficial interest in a Treasury Security, subject to the Pledge of such interest by such Holder pursuant to the Pledge Agreement, and (2) the rights and obligations of the Holder thereof and the Company under one Purchase Contract. The Purchase Contract Agent as attorney‑in‑fact for, and on behalf of, the Holder of each Treasury Unit shall pledge, pursuant to the Pledge Agreement, each undivided beneficial interest in a Treasury Security forming a part of such Treasury Unit, to the Collateral Agent and grant to the Collateral Agent a security interest in the right, title, and interest of such Holder in such undivided beneficial interest in a Treasury Security for the benefit Stock of the Company, to secure the obligation of the Holder under one Purchase Contract to purchase the Common Stock. Prior to the purchase of shares of Common Stock under each a Purchase Contract, such Purchase Contract shall not entitle the Holder of a Corporate Unit Certificate to any of the rights of a holder of shares of Common Stock, including, without limitation, the right to <4> To be determined at the time the Purchase Contract Agreement is executed and delivered. vote or receive any dividends or other payments or to consent or to receive notice as a stockholder in respect of the meetings of stockholders or for the election of directors of the Company or for any other matter, or any other rights as a stockholder of the Company. Each Treasury Unit Certificate shall evidence the number of Treasury Units specified in it, with each such Treasury Unit representing the ownership by the Holder of such Certificate of a beneficial interest in a Treasury Security with a principal amount at maturity equal to $1,000.00, subject to the Pledge of such Treasury Security by such Holder pursuant to the Pledge Agreement, and the rights and obligations of the Holder and the Company under one Purchase Contract. Prior to the purchase, if any, of shares of Common Stock under a Purchase Contract, such Purchase Contract shall not entitle the Holder of a Treasury Unit Certificate to any of the rights of a holder of shares of Common Stock, including, without limitation, the right to vote or receive any dividends or other payments or to consent or to receive notice as a shareholder stockholder in respect of the meetings of shareholders stockholders or for the election of directors of the Company or for any other matter, or any other rights whatsoever as a shareholder stockholder of the Company.

Rights and Obligations Evidenced by the Certificates. (a) Each Corporate Unit Normal Units Certificate shall evidence the number of Corporate Normal Units specified therein, with each such Corporate Normal Unit representing (1) the ownership by the Holder thereof of an Applicable Ownership Interest a beneficial ownership interest in Debentures a Trust Preferred Security or an Applicable Ownership Interest in the appropriate Treasury PortfolioConsideration, as the case may be, subject to the Pledge of such Applicable Ownership Interest in Debentures Trust Preferred Security or Applicable Ownership Interest in the such Treasury Portfolio (as specified in clause (i) of the definition of such term)Consideration, as the case may be, by such Holder pursuant to the Pledge Agreement, and (2) the rights and obligations of the Holder thereof and the Company TECO under one Purchase Contract. The Purchase Contract Agent as attorney‑in‑fact attorney-in-fact for, and on behalf of, the Holder of each Corporate Normal Unit shall pledge, pursuant to the Pledge Agreement, each Applicable Ownership Interest in Debentures the Trust Preferred Security or Applicable Ownership Interest in the appropriate Treasury Portfolio (as specified in clause (i) of the definition of such term)Consideration, as the case may be, forming a part of such Corporate Normal Unit, to the Collateral Agent and grant to the Collateral Agent a security interest in the right, title, and interest of such Holder in such Applicable Ownership Interest in Debentures Trust Preferred Security or such Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (i) of the definition of such term)Consideration, as the case may be, for the benefit of the CompanyTECO, to secure the obligation of the Holder under one each Purchase Contract to purchase the Common Stock. Upon the formation Stock of a Treasury Unit pursuant to Section 3.13, each Treasury Unit Certificate shall evidence the number of Treasury Units specified therein, with each such Treasury Unit representing (1) the ownership by the Holder thereof of a 5% undivided beneficial interest in a Treasury Security, subject to the Pledge of such interest by such Holder pursuant to the Pledge Agreement, and (2) the rights and obligations of the Holder thereof and the Company under one Purchase Contract. The Purchase Contract Agent as attorney‑in‑fact for, and on behalf of, the Holder of each Treasury Unit shall pledge, pursuant to the Pledge Agreement, each undivided beneficial interest in a Treasury Security forming a part of such Treasury Unit, to the Collateral Agent and grant to the Collateral Agent a security interest in the right, title, and interest of such Holder in such undivided beneficial interest in a Treasury Security for the benefit of the Company, to secure the obligation of the Holder under one Purchase Contract to purchase the Common StockTECO. Prior to the purchase of shares of Common Stock under each Purchase Contract, such Purchase Contract Contracts shall not entitle the Holder Holders of a Unit Normal Units Certificates to any of the rights of a holder of shares of Common Stock, including, without limitation, the right to vote or receive any dividends or other payments or to consent or to receive notice as a shareholder stockholders in respect of the meetings of shareholders stockholders or for the election of directors of the Company TECO or for any other matter, or any other rights whatsoever as stockholders of TECO. (b) Each Stripped Units Certificate shall evidence the number of Stripped Units specified therein, with each such Stripped Unit representing the ownership by the Holder thereof of a shareholder 1/40 undivided beneficial ownership interest in a Treasury Security, subject to the Pledge of such interest in such Treasury Security by such Holder pursuant to the Pledge Agreement, and the rights and obligations of the CompanyHolder thereof and TECO under one Purchase Contract. Prior to the purchase of shares of Common Stock under each Purchase Contract, such Purchase Contracts shall not entitle the Holders of Stripped Units Certificates to any of the rights of a holder of shares of Common Stock, including, without limitation, the right to vote or receive any dividends or other payments or to consent or to receive notice as stockholders in respect of the meetings of stockholders or for the election of directors of TECO or for any other matter, or any other rights whatsoever as stockholders of TECO.

Rights and Obligations Evidenced by the Certificates. Each Corporate Unit PIES Certificate shall evidence the number of Corporate Units PIES specified therein, with each such Corporate Unit PIES representing (1) the ownership by the Holder thereof of an Applicable Ownership Interest a beneficial interest in Debentures or an Applicable Ownership Interest in the Treasury Portfolio, as the case may bea Share, subject to the Pledge of such Applicable Ownership Interest in Debentures or Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (i) of the definition of such term), as the case may be, Share by such Holder pursuant to the Pledge Agreement, and (2) the rights and obligations of the Holder thereof and the Company under one Purchase Contract. The Purchase Contract Agent as attorney‑in‑fact attorney-in-fact for, and on behalf of, the Holder of each Corporate Unit PIES shall pledge, pursuant to the Pledge Agreement, each Applicable Ownership Interest in Debentures or Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (i) of the definition of such term), as the case may beShare, forming a part of such Corporate UnitPIES, to the Collateral Agent and grant to the Collateral Agent a security interest in the right, title, title and interest of such Holder in such Applicable Ownership Interest in Debentures or such Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (i) of the definition of such term), as the case may be, Share for the benefit of the Company, to secure the obligation of the Holder under one each Purchase Contract to purchase the Common Stock. Upon the formation of a Treasury Unit pursuant to Section 3.13, each Treasury Unit Certificate shall evidence the number of Treasury Units specified therein, with each such Treasury Unit representing (1) the ownership by the Holder thereof of a 5% undivided beneficial interest in a Treasury Security, subject to the Pledge of such interest by such Holder pursuant to the Pledge Agreement, and (2) the rights and obligations of the Holder thereof and the Company under one Purchase Contract. The Purchase Contract Agent as attorney‑in‑fact for, and on behalf of, the Holder of each Treasury Unit shall pledge, pursuant to the Pledge Agreement, each undivided beneficial interest in a Treasury Security forming a part of such Treasury Unit, to the Collateral Agent and grant to the Collateral Agent a security interest in the right, title, and interest of such Holder in such undivided beneficial interest in a Treasury Security for the benefit Stock of the Company, to secure the obligation of the Holder under one Purchase Contract to purchase the Common Stock. Prior to the purchase of shares of Common Stock under each Purchase Contract, such Purchase Contract Contracts shall not entitle the Holder of a Unit Corporate PIES Certificate to any of the rights of a holder of shares of Common Stock, including, without limitation, the right to vote or receive any dividends or other payments or to consent or to receive notice as a shareholder stockholder in respect of the meetings of shareholders stockholders or for the election of directors of the Company or for any other matter, or any other rights whatsoever as a shareholder stockholder of the Company. Each Treasury PIES Certificate shall evidence the number of Treasury PIES specified therein, with each such Treasury PIES representing the ownership by the Holder thereof of a 1/20 undivided beneficial interest in a Treasury Security with a principal amount equal to $1,000, subject to the Pledge of such Treasury Security by such Holder pursuant to the Pledge Agreement, and the rights and obligations of the Holder thereof and the Company under one Purchase Contract. Prior to the purchase, if any, of shares of Common Stock under each Purchase Contract, such Purchase Contract shall not entitle the Holder of a Treasury PIES Certificate to any of the rights of a holder of shares of Common Stock, including, without limitation, the right to vote or receive any dividends or other payments or to consent or to receive notice as a stockholder in respect of the meetings of stockholders or for the election of directors of the Company or for any other matter, or any other rights whatsoever as a stockholder of the Company.

Rights and Obligations Evidenced by the Certificates. Each Corporate Unit Units Certificate shall evidence the number of Corporate Units specified therein, with each such Corporate Unit representing (1) the ownership by the Holder thereof of an Applicable Ownership Interest a 1/40 undivided beneficial interest in Debentures a Senior Note or an the Applicable Ownership Interest in the Treasury Portfolio, as the case may be, subject to the Pledge of such Senior Note or the Applicable Ownership Interest in Debentures or Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (i) of the definition of such term)) in the Treasury Portfolio, as the case may be, by such Holder pursuant to the Pledge Agreement, and (2) the rights and obligations of the Holder thereof and the Company under one Purchase Contract. The Purchase Contract Agent is hereby authorized, as attorney‑in‑fact attorney-in-fact for, and on behalf of, the Holder of each Corporate Unit shall Unit, to pledge, pursuant to the Pledge Agreement, each the Senior Note and the Applicable Ownership Interest in Debentures or Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (i) of the definition of such term)) in the Treasury Portfolio, as the case may beif any, forming a part of such Corporate Unit, to the Collateral Agent for the benefit of the Company, and to grant to the Collateral Agent Agent, for the benefit of the Company, a security interest in the right, title, title and interest of such Holder in such Senior Note and the Applicable Ownership Interest in Debentures or such Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (i) of the definition of such term)) in the Treasury Portfolio, as the case may be, for the benefit of the Companyif any, to secure the obligation of the Holder under one each Purchase Contract to purchase the shares of Common Stock. Upon the formation of a Treasury Unit pursuant to Section 3.13, each Treasury Unit Certificate shall evidence the number of Treasury Units specified therein, with each such Treasury Unit representing (1) the ownership by the Holder thereof of a 5% 1/40 undivided beneficial interest in a Treasury SecuritySecurity with a principal amount at maturity equal to $1,000, subject to the Pledge of such interest by such Holder pursuant to the Pledge Agreement, and (2) the rights and obligations of the Holder thereof and the Company under one Purchase Contract. The Purchase Contract Agent is hereby authorized, as attorney‑in‑fact attorney-in-fact for, and on behalf of, the Holder of each Treasury Unit shall Unit, to pledge, pursuant to the Pledge Agreement, each undivided beneficial such Holder’s interest in a the Treasury Security forming a part of such Treasury Unit, Unit to the Collateral Agent Agent, for the benefit of the Company, and to grant to the Collateral Agent Agent, for the benefit of the Company, a security interest in the right, title, title and interest of such Holder in such undivided beneficial interest in a Treasury Security for the benefit of the Company, to secure the obligation of the Holder under one each Purchase Contract to purchase the shares of Common Stock. Prior to the purchase of shares of Common Stock under each Purchase Contract, such Purchase Contract shall not entitle the Holder of a Unit to any of the rights of a holder of shares of Common Stock, including, without limitation, the right to vote or receive any dividends or other payments or to consent or to receive notice as a shareholder stockholder in respect of the meetings of shareholders stockholders or for the election of directors of the Company or for any other matter, or any other rights whatsoever as a shareholder stockholder of the Company.

Rights and Obligations Evidenced by the Certificates. Each Corporate Unit Income PRIDES Certificate shall evidence the number of Corporate Units Income PRIDES specified therein, with each such Corporate Unit Income PRIDES representing (1) the ownership by the Holder thereof of an a beneficial interest in a Senior Note or the Applicable Ownership Interest in Debentures or an Applicable Ownership Interest in of the Treasury Portfolio, as the case may be, subject to the Pledge of such Senior Note or the Applicable Ownership Interest in Debentures or Applicable Ownership Interest in of the Treasury Portfolio (as specified in clause (i) of the definition of such term)Portfolio, as the case may be, by such Holder pursuant to the Pledge Agreement, and (2) the rights and obligations of the Holder thereof and the Company under one Purchase Contract. The Purchase Contract Agent as attorney‑in‑fact attorney-in-fact for, and on behalf of, the Holder of each Corporate Unit Income PRIDES shall pledge, pursuant to the Pledge Agreement, each the Senior Note or the Applicable Ownership Interest in Debentures or Applicable Ownership Interest in of the Treasury Portfolio (as specified in clause (i) of the definition of such term)Portfolio, as the case may be, forming a part of such Corporate UnitIncome PRIDES, to the Collateral Agent and grant to the Collateral Agent a security interest in the right, title, and interest of such Holder in such Senior Note or the Applicable Ownership Interest in Debentures or such Applicable Ownership Interest in of the Treasury Portfolio (as specified in clause (i) of the definition of such term)Portfolio, as the case may be, for the benefit of the Company, to secure the obligation of the Holder under one each Purchase Contract to purchase the Common Stock. Upon the formation of a Treasury Unit pursuant to Section 3.13, each Treasury Unit Certificate shall evidence the number of Treasury Units specified therein, with each such Treasury Unit representing (1) the ownership by the Holder thereof of a 5% undivided beneficial interest in a Treasury Security, subject to the Pledge of such interest by such Holder pursuant to the Pledge Agreement, and (2) the rights and obligations of the Holder thereof and the Company under one Purchase Contract. The Purchase Contract Agent as attorney‑in‑fact for, and on behalf of, the Holder of each Treasury Unit shall pledge, pursuant to the Pledge Agreement, each undivided beneficial interest in a Treasury Security forming a part of such Treasury Unit, to the Collateral Agent and grant to the Collateral Agent a security interest in the right, title, and interest of such Holder in such undivided beneficial interest in a Treasury Security for the benefit Stock of the Company, to secure the obligation of the Holder under one Purchase Contract to purchase the Common Stock. Prior to the purchase of shares of Common Stock under each Purchase Contract, such the Purchase Contract Contracts shall not entitle the Holder Holders of a Unit Income PRIDES Certificates to any of the rights of a holder of shares of Common Stock, including, without limitation, the right to vote or receive any dividends or other payments or to consent or to receive notice as a shareholder stockholders in respect of the meetings of shareholders stockholders or for the election of directors of the Company or for any other matter, or any other rights whatsoever as stockholders of the Company. Each Growth PRIDES Certificate shall evidence the number of Growth PRIDES specified therein, with each such Growth PRIDES representing the ownership by the Holder thereof of an undivided beneficial ownership interest in a shareholder Treasury Security, subject to the Pledge of such Treasury Security by such Holder pursuant to the Pledge Agreement, and the rights and obligations of the Holder thereof and the Company under one Purchase Contract. The Agent as attorney-in-fact for, and on behalf of, the Holder of each Growth PRIDES shall pledge, pursuant to the Pledge Agreement, each Treasury Security forming a part of such Growth PRIDES, to the Collateral Agent and grant to the Collateral Agent a security interest in the right, title, and interest of such Holder in such Treasury Security for the benefit of the Company, to secure the obligation of the Holder under one Purchase Contract to purchase the Common Stock of the Company. Prior to the purchase of Common Stock under each Purchase Contract, the Purchase Contracts shall not entitle the Holders of Growth PRIDES Certificates to any of the rights of a holder of Common Stock, including, without limitation, the right to vote or receive any dividends or other payments or to consent or to receive notice as stockholders in respect of the meetings of stockholders or for the election of directors of the Company or for any other matter, or any other rights whatsoever as stockholders of the Company.

Rights and Obligations Evidenced by the Certificates. Each Corporate Unit Income PACS Certificate shall evidence the number of Corporate Units Income PACS specified therein, with each such Corporate Unit Income PACS representing (1) the ownership by the Holder thereof of an a beneficial interest in a Note or the Applicable Ownership Interest in Debentures or an Applicable Ownership Interest in of the Treasury Portfolio, as the case may be, subject to the Pledge of such Note or the Applicable Ownership Interest in Debentures or Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (iA) of the definition of such term)) of the Treasury Portfolio, as the case may be, by such Holder pursuant to the Pledge Agreement, and (2) the rights and obligations of the Holder thereof and the Company under one Purchase Contract. The Purchase Contract Agent Agent, as attorney‑in‑fact attorney-in-fact for, and on behalf of, the Holder of each Corporate Unit Income PACS shall pledge, pursuant to the Pledge Agreement, each the Note or the Applicable Ownership Interest in Debentures or Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (iA) of the definition of such term)) of the Treasury Portfolio, as the case may be, forming a part of such Corporate UnitIncome PACS, to the Collateral Agent and grant to the Collateral Agent a security interest in the right, title, title and interest of such Holder in such Note or the Applicable Ownership Interest in Debentures or such Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (iA) of the definition of such term)) of the Treasury Portfolio, as the case may be, for the benefit of the Company, to secure the obligation of the Holder under one each Purchase Contract to purchase the shares of Common Stock. Upon the formation of a Treasury Unit Growth PACS pursuant to Section 3.13, each Treasury Unit Growth PACS Certificate shall evidence the number of Treasury Units Growth PACS specified therein, with each such Treasury Unit Growth PACS representing (1) the ownership by the Holder thereof of a 5% [1/40] undivided beneficial interest in a Treasury SecuritySecurity with a principal amount equal to $1,000, subject to the Pledge of such interest Treasury Security by such Holder pursuant to the Pledge Agreement, and (2) the rights and obligations of the Holder thereof and the Company under one Purchase Contract. The Purchase Contract Agent as attorney‑in‑fact for, and on behalf of, the Holder of each Treasury Unit shall pledge, pursuant to the Pledge Agreement, each undivided beneficial interest in a Treasury Security forming a part of such Treasury Unit, to the Collateral Agent and grant to the Collateral Agent a security interest in the right, title, and interest of such Holder in such undivided beneficial interest in a Treasury Security for the benefit of the Company, to secure the obligation of the Holder under one Purchase Contract to purchase the Common Stock. Prior to the purchase of shares of Common Stock under each Purchase Contract, such Purchase Contract Contracts shall not entitle the Holder of a Unit Security to any of the rights of a holder of shares of Common Stock, including, without limitation, the right to vote or receive any dividends or other payments or to consent or to receive notice as a shareholder in respect of the meetings of shareholders or for the election of directors of the Company or for any other matter, or any other rights whatsoever as a shareholder of the Company.

Rights and Obligations Evidenced by the Certificates. Each Corporate Unit Certificate shall evidence the number of Corporate Units specified therein, with each such Corporate Unit representing (1) the ownership by the Holder thereof of an Applicable Ownership Interest in Debentures or an Applicable Ownership Interest in the Treasury Portfolio, as the case may be, subject to the Pledge of such Applicable Ownership Interest in Debentures or Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (i) of the definition of such term), as the case may be, by such Holder pursuant to the Pledge Agreement, and (2) the rights and obligations of the Holder thereof and the Company under one Purchase Contract. The Purchase Contract Agent as attorney‑in‑fact attorney-in-fact for, and on behalf of, the Holder of each Corporate Unit shall pledge, pursuant to the Pledge Agreement, each Applicable Ownership Interest in Debentures or Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (i) of the definition of such term), as the case may be, forming a part of such Corporate Unit, to the Collateral Agent and grant to the Collateral Agent a security interest in the right, title, and interest of such Holder in such Applicable Ownership Interest in Debentures or such Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (i) of the definition of such term), as the case may be, for the benefit of the Company, to secure the obligation of the Holder under one Purchase Contract to purchase the Common Stock. Upon the formation of a Treasury Unit pursuant to Section 3.13, each Treasury Unit Certificate shall evidence the number of Treasury Units specified therein, with each such Treasury Unit representing (1) the ownership by the Holder thereof of a 1/20, or 5% %, undivided beneficial interest in a Treasury Security, subject to the Pledge of such interest by such Holder pursuant to the Pledge Agreement, and (2) the rights and obligations of the Holder thereof and the Company under one Purchase Contract. The Purchase Contract Agent as attorney‑in‑fact attorney-in-fact for, and on behalf of, the Holder of each Treasury Unit shall pledge, pursuant to the Pledge Agreement, each undivided beneficial interest in a Treasury Security forming a part of such Treasury Unit, to the Collateral Agent and grant to the Collateral Agent a security interest in the right, title, and interest of such Holder in such undivided beneficial interest in a Treasury Security for the benefit of the Company, to secure the obligation of the Holder under one Purchase Contract to purchase the Common Stock. Prior to the purchase of shares of Common Stock under each Purchase Contract, such Purchase Contract shall not entitle the Holder of a Unit to any of the rights of a holder of shares of Common Stock, including, without limitation, the right to vote or receive any dividends or other payments or to consent or to receive notice as a shareholder in respect of the meetings of shareholders or for the election of directors of the Company or for any other matter, or any other rights whatsoever as a shareholder of the Company.

Rights and Obligations Evidenced by the Certificates. Each Corporate Unit Units Certificate shall evidence the number of Corporate Units specified therein, with each such Corporate Unit representing (1) the ownership by the Holder thereof of an Applicable Ownership Interest a 1/40 undivided beneficial interest in Debentures a Senior Note or an the Applicable Ownership Interest in the Treasury Portfolio, as the case may be, subject to the Pledge of such Senior Note or the Applicable Ownership Interest in Debentures or Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (i) of the definition of such term)) in the Treasury Portfolio, as the case may be, by such Holder pursuant to the Pledge Agreement, and (2) the rights and obligations of the Holder thereof and the Company under one Purchase Contract. The Purchase Contract Agent is hereby authorized, as attorney‑in‑fact attorney-in-fact for, and on behalf of, the Holder of each Corporate Unit shall Unit, to pledge, pursuant to the Pledge Agreement, each the Senior Note and the Applicable Ownership Interest in Debentures or Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (i) of the definition of such term)) in the Treasury Portfolio, as the case may beif any, forming a part of such Corporate Unit, to the Collateral Agent for the benefit of the Company, and to grant to the Collateral Agent Agent, for the benefit of the Company, a security interest in the right, title, title and interest of such Holder in such Senior Note and the Applicable Ownership Interest in Debentures or such Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (i) of the definition of such term)) in the Treasury Portfolio, as the case may be, for the benefit of the Companyif any, to secure the obligation of the Holder under one each Purchase Contract to purchase the shares of Common Stock or Preferred Stock, as applicable. Upon the formation of a Treasury Unit pursuant to Section 3.13, each Treasury Unit Certificate shall evidence the number of Treasury Units specified therein, with each such Treasury Unit representing (1) the ownership by the Holder thereof of a 5% 1/40 undivided beneficial interest in a Treasury SecuritySecurity with a principal amount at maturity equal to $1,000, subject to the Pledge of such interest by such Holder pursuant to the Pledge Agreement, and (2) the rights and obligations of the Holder thereof and the Company under one Purchase Contract. The Purchase Contract Agent is hereby authorized, as attorney‑in‑fact attorney-in-fact for, and on behalf of, the Holder of each Treasury Unit shall Unit, to pledge, pursuant to the Pledge Agreement, each undivided beneficial such Holder’s interest in a the Treasury Security forming a part of such Treasury Unit, Unit to the Collateral Agent Agent, for the benefit of the Company, and to grant to the Collateral Agent Agent, for the benefit of the Company, a security interest in the right, title, title and interest of such Holder in such undivided beneficial interest in a Treasury Security for the benefit of the Company, to secure the obligation of the Holder under one each Purchase Contract to purchase the shares of Common Stock or Preferred Stock, as applicable. Prior to the purchase of shares of Common Stock or Preferred Stock, as applicable, under each Purchase Contract, such Purchase Contract shall not entitle the Holder of a Unit to any of the rights of a holder of shares of Common Stock or Preferred Stock, as applicable, including, without limitation, the right to vote or receive any dividends or other payments or to consent or to receive notice as a shareholder stockholder in respect of the meetings of shareholders stockholders or for the election of directors of the Company or for any other matter, or any other rights whatsoever as a shareholder stockholder of the Company.

Rights and Obligations Evidenced by the Certificates. Each Corporate Unit PEPS Units Certificate shall evidence the number of Corporate PEPS Units specified therein, with each such Corporate PEPS Unit representing representing (1) the ownership by the Holder thereof of an a beneficial interest in a Preferred Security, a Subordinated Note or the Applicable Ownership Interest in Debentures or an Applicable Ownership Interest in of the Treasury Portfolio, as the case may be, subject to the Pledge of such Preferred Security, such Subordinated Note or the Applicable Ownership Interest in Debentures or Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (iA) of the definition of such term)) of the Treasury Portfolio, as the case may be, by such Holder pursuant to the Pledge Agreement, and (2) the rights and obligations of the Holder thereof and the Company under one Purchase Contract. The Purchase Contract Agent as attorney‑in‑fact attorney-in-fact for, and on behalf of, the Holder of each Corporate PEPS Unit shall pledge, pursuant to the Pledge Agreement, each the Preferred Security, the Subordinated Note or the Applicable Ownership Interest in Debentures or Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (iA) of the definition of such term)) of the Treasury Portfolio, as the case may be, forming a part of such Corporate PEPS Unit, to the Collateral Agent and grant to the Collateral Agent a security interest in the right, title, title and interest of such Holder in such Preferred Security, such Subordinated Note or the Applicable Ownership Interest in Debentures or such Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (iA) of the definition of such term)) of the Treasury Portfolio, as the case may be, for the benefit of the Company, to secure the obligation of the Holder under one each Purchase Contract to purchase the shares of Common Stock. Upon the formation of a Treasury PEPS Unit pursuant to Section 3.13, each Treasury Unit PEPS Units Certificate shall evidence the number of Treasury PEPS Units specified therein, with each such Treasury PEPS Unit representing (1) the ownership by the Holder thereof of a 5% 1/40 undivided beneficial interest in a Treasury SecuritySecurity with a principal amount at maturity equal to $1,000, subject to the Pledge of such interest Treasury Security by such Holder pursuant to the Pledge Agreement, and (2) the rights and obligations of the Holder thereof and the Company under one Purchase Contract. The Purchase Contract Agent as attorney‑in‑fact for, and on behalf of, the Holder of each Treasury Unit shall pledge, pursuant to the Pledge Agreement, each undivided beneficial interest in a Treasury Security forming a part of such Treasury Unit, to the Collateral Agent and grant to the Collateral Agent a security interest in the right, title, and interest of such Holder in such undivided beneficial interest in a Treasury Security for the benefit of the Company, to secure the obligation of the Holder under one Purchase Contract to purchase the Common Stock. Prior to the purchase of shares of Common Stock under each Purchase Contract, such Purchase Contract Contracts shall not entitle the Holder of a Unit Security to any of the rights of a holder of shares of Common Stock, including, without limitation, the right to vote or receive any dividends or other payments or to consent or to receive notice as a shareholder in respect of the meetings of shareholders or for the election of directors of the Company or for any other matter, or any other rights whatsoever as a shareholder of the Company.

Rights and Obligations Evidenced by the Certificates. Each Corporate Unit MEDS Units Certificate shall evidence the number of Corporate MEDS Units specified therein, with each such Corporate MEDS Unit representing representing (1) the ownership by the Holder thereof of an a beneficial interest in a Preferred Security, a Subordinated Deferrable Note or the Applicable Ownership Interest in Debentures or an Applicable Ownership Interest in of the Treasury Portfolio, as the case may be, subject to the Pledge of such Preferred Security, such Subordinated Deferrable Note or the Applicable Ownership Interest in Debentures or Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (iA) of the definition of such term)) of the Treasury Portfolio, as the case may be, by such Holder pursuant to the Pledge Agreement, and (2) the rights and obligations of the Holder thereof and the Company under one Purchase Contract. The Purchase Contract Agent Agent, as attorney‑in‑fact attorney-in-fact for, and on behalf of, the Holder of each Corporate MEDS Unit shall pledge, pursuant to the Pledge Agreement, each the Preferred Security, the Subordinated Deferrable Note or the Applicable Ownership Interest in Debentures or Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (iA) of the definition of such term)) of the Treasury Portfolio, as the case may be, forming a part of such Corporate MEDS Unit, to the Collateral Agent and grant to the Collateral Agent a security interest in the right, title, title and interest of such Holder in such Preferred Security, such Subordinated Deferrable Note or the Applicable Ownership Interest in Debentures or such Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (iA) of the definition of such term)) of the Treasury Portfolio, as the case may be, for the benefit of the Company, to secure the obligation of the Holder under one each Purchase Contract to purchase the shares of Common Stock. Upon the formation of a Treasury MEDS Unit pursuant to Section 3.13, each Treasury Unit MEDS Units Certificate shall evidence the number of Treasury MEDS Units specified therein, with each such Treasury MEDS Unit representing (1) the ownership by the Holder thereof of a 5% 1/40 undivided beneficial interest in a Treasury SecuritySecurity with a principal amount equal to $1,000, subject to the Pledge of such interest Treasury Security by such Holder pursuant to the Pledge Agreement, and (2) the rights and obligations of the Holder thereof and the Company under one Purchase Contract. The Purchase Contract Agent as attorney‑in‑fact for, and on behalf of, the Holder of each Treasury Unit shall pledge, pursuant to the Pledge Agreement, each undivided beneficial interest in a Treasury Security forming a part of such Treasury Unit, to the Collateral Agent and grant to the Collateral Agent a security interest in the right, title, and interest of such Holder in such undivided beneficial interest in a Treasury Security for the benefit of the Company, to secure the obligation of the Holder under one Purchase Contract to purchase the Common Stock. Prior to the purchase of shares of Common Stock under each Purchase Contract, such Purchase Contract Contracts shall not entitle the Holder of a Unit Security to any of the rights of a holder of shares of Common Stock, including, without limitation, the right to vote or receive any dividends or other payments or to consent or to receive notice as a shareholder in respect of the meetings of shareholders or for the election of directors of the Company or for any other matter, or any other rights whatsoever as a shareholder of the Company.

Rights and Obligations Evidenced by the Certificates. Each Corporate Unit Units Certificate shall evidence the number of Corporate Units specified therein, with each such Corporate Unit representing representing (1) the ownership by the Holder thereof of an Applicable Ownership Interest a beneficial interest in Debentures a Senior Note or an the Applicable Ownership Interest in the Treasury Portfolio, as the case may be, subject to the Pledge of such Senior Note or the Applicable Ownership Interest in Debentures or Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (i) of the definition of such term)) in the Treasury Portfolio, as the case may be, by such Holder pursuant to the Pledge Agreement, and (2) the rights and obligations of the Holder thereof and the Company under one Purchase Contract. The Purchase Contract Agent Agent, as attorney‑in‑fact attorney-in-fact for, and on behalf of, the Holder of each Corporate Unit shall pledge, pursuant to the Pledge Agreement, each the Senior Note or the Applicable Ownership Interest in Debentures or Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (i) of the definition of such term)) in the Treasury Portfolio, as the case may be, forming a part of such Corporate Unit, to the Collateral Agent and grant to the Collateral Agent a security interest in the right, title, title and interest of such Holder in such Senior Note or the Applicable Ownership Interest in Debentures or such Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (i) of the definition of such term)) in the Treasury Portfolio, as the case may be, for the benefit of the Company, to secure the obligation of the Holder under one each Purchase Contract to purchase the shares of Common Stock. Upon the formation of a Treasury Unit pursuant to Section 3.13, each Treasury Unit Certificate shall evidence the number of Treasury Units specified therein, with each such Treasury Unit representing (1) the ownership by the Holder thereof of a 5% 1/20 undivided beneficial interest in a Treasury SecuritySecurity with a principal amount equal to $1,000, subject to the Pledge of such interest Treasury Security by such Holder pursuant to the Pledge Agreement, and (2) the rights and obligations of the Holder thereof and the Company under one Purchase Contract. The Purchase Contract Agent Agent, as attorney‑in‑fact attorney-in-fact for, and on behalf of, the Holder of each Treasury Unit shall pledge, pursuant to the Pledge Agreement, each undivided beneficial interest in a the Treasury Security Securities forming a part of such Treasury Unit, to the Collateral Agent and grant to the Collateral Agent a security interest in the right, title, title and interest of such Holder in such undivided beneficial interest in a Treasury Security Securities, for the benefit of the Company, to secure the obligation of the Holder under one each Purchase Contract to purchase the shares of Common Stock. Prior to the purchase of shares of Common Stock under each Purchase Contract, such Purchase Contract Contracts shall not entitle the Holder of a Unit to any of the rights of a holder of shares of Common Stock, including, without limitation, the right to vote or receive any dividends or other payments or to consent or to receive notice as a shareholder in respect of the meetings of shareholders or for the election of directors of the Company or for any other matter, or any other rights whatsoever as a shareholder of the Company.

Rights and Obligations Evidenced by the Certificates. (a) Each Corporate Unit Upper DECS Certificate shall evidence the number of Corporate Units Upper DECS specified therein, with each such Corporate Unit Upper DECS representing (1) the ownership by the Holder thereof of an Applicable Ownership Interest a beneficial interest in Debentures a Note or an the appropriate Treasury Consideration or Applicable Ownership Interest in the Treasury Portfolio, as the case may be, subject to the Pledge of such Applicable Ownership Interest in Debentures Note or such Treasury Consideration or Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (i) of the definition of such term)Portfolio, as the case may be, by such Holder pursuant to the Pledge Agreement, and (2) the rights and obligations of the Holder thereof and the Company under one Purchase Contract. The Purchase Contract Agent as attorney‑in‑fact attorney-in-fact for, and on behalf of, the Holder of each Corporate Unit Upper DECS shall pledge, pursuant to the Pledge Agreement, each Applicable Ownership Interest in Debentures the Note or the appropriate Treasury Consideration or Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (i) of the definition of such term)Portfolio, as the case may be, forming a part of such Corporate UnitUpper DECS, to the Collateral Agent and grant to the Collateral Agent a security interest in the right, title, and interest of such Holder in such Applicable Ownership Interest in Debentures Note or such Treasury Consideration or Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (i) of the definition of such term)Portfolio, as the case may be, for the benefit of the Company, to secure the obligation of the Holder under one each Purchase Contract to purchase the Common Stock. Upon the formation of a Treasury Unit pursuant to Section 3.13, each Treasury Unit Certificate shall evidence the number of Treasury Units specified therein, with each such Treasury Unit representing (1) the ownership by the Holder thereof of a 5% undivided beneficial interest in a Treasury Security, subject to the Pledge of such interest by such Holder pursuant to the Pledge Agreement, and (2) the rights and obligations of the Holder thereof and the Company under one Purchase Contract. The Purchase Contract Agent as attorney‑in‑fact for, and on behalf of, the Holder of each Treasury Unit shall pledge, pursuant to the Pledge Agreement, each undivided beneficial interest in a Treasury Security forming a part of such Treasury Unit, to the Collateral Agent and grant to the Collateral Agent a security interest in the right, title, and interest of such Holder in such undivided beneficial interest in a Treasury Security for the benefit Stock of the Company, to secure the obligation of the Holder under one Purchase Contract to purchase the Common Stock. Prior to the purchase of shares of Common Stock under each Purchase Contract, such Purchase Contract Contracts shall not entitle the Holder Holders of a Unit Upper DECS Certificates to any of the rights of a holder of shares of Common Stock, including, without limitation, the right to vote or receive any dividends or other payments or to consent or to receive notice as a shareholder stockholders in respect of the meetings of shareholders stockholders or for the election of directors of the Company or for any other matter, or any other rights whatsoever as a shareholder stockholders of the Company. (b) Each Stripped DECS Certificate shall evidence the number of Stripped DECS specified therein, with each such Stripped DECS representing the ownership by the Holder thereof of a 1/20 undivided beneficial interest in a Treasury Security, subject to the Pledge of such interest in such Treasury Security by such Holder pursuant to the Pledge Agreement, and the rights and obligations of the Holder thereof and the Company under one Purchase Contract. Prior to the purchase of shares of Common Stock under each Purchase Contract, such Purchase Contracts shall not entitle the Holders of Stripped DECS Certificates to any of the rights of a holder of shares of Common Stock, including, without limitation, the right to vote or receive any dividends or other payments or to consent or to receive notice as stockholders in respect of the meetings of stockholders or for the election of directors of the Company or for any other matter, or any other rights whatsoever as stockholders of the Company.

Rights and Obligations Evidenced by the Certificates. Each Corporate Unit Type A Certificate shall evidence the number of Corporate Units Type A Securities specified therein, with each such Corporate Unit Type A Security representing (1) the ownership by the Holder thereof of an Applicable Ownership Interest a beneficial interest in Debentures a Debt Security or an the Applicable Ownership Interest in the Treasury Portfolio, as the case may be, subject to the Pledge of such Applicable Ownership Interest in Debentures Debt Security or the Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (i) of the definition of such term)Portfolio, as the case may be, by such Holder pursuant to the Pledge Agreement, and (2) the rights and obligations of the Holder thereof and the Company under one Purchase Contract. The Purchase Contract Agent as attorney‑in‑fact attorney-in-fact for, and on behalf of, the Holder of each Corporate Unit Type A Security shall pledge, pursuant to the Pledge Agreement, each Applicable Ownership Interest in Debentures the Debt Security or the Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (i) of the definition of such term)Portfolio, as the case may be, forming a part of such Corporate UnitType A Security, to the Collateral Agent and grant to the Collateral Agent a security interest in the right, title, and interest of such Holder in such Applicable Ownership Interest in Debentures Debt Security or such the Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (i) of the definition of such term)Portfolio, as the case may be, for the benefit of the Company, to secure the obligation of the Holder under one each Purchase Contract to purchase the Common StockStock of the Company. Upon the formation of a Treasury Unit pursuant to Section 3.13, each Treasury Unit Each Type B Certificate shall evidence the number of Treasury Units Type B Securities specified therein, with each such Treasury Unit Type B Security representing (1) the ownership by the Holder thereof of a 5% __/___ undivided beneficial interest in a Treasury Security, Security with a principal amount equal to $____ subject to the Pledge of such interest Treasury Security by such Holder pursuant to the Pledge Agreement, and (2) the rights and obligations of the Holder thereof and the Company under one Purchase Contract. The Purchase Contract Agent as attorney‑in‑fact for, and on behalf of, the Holder of each Treasury Unit shall pledge, pursuant to the Pledge Agreement, each undivided beneficial interest in a Treasury Security forming a part of such Treasury Unit, to the Collateral Agent and grant to the Collateral Agent a security interest in the right, title, and interest of such Holder in such undivided beneficial interest in a Treasury Security for the benefit of the Company, to secure the obligation of the Holder under one Purchase Contract to purchase the Common Stock. Prior to the purchase of shares of Common Stock under each Purchase Contract, such Purchase Contract shall not entitle the Holder of a Unit to any of the rights of a holder of shares of Common Stock, including, without limitation, the right to vote or receive any dividends or other payments or to consent or to receive notice as a shareholder in respect of the meetings of shareholders or for the election of directors of the Company or for any other matter, or any other rights whatsoever as a shareholder of the Company.

Rights and Obligations Evidenced by the Certificates. (a) Each Corporate Unit Units Certificate shall evidence the number of Corporate Units specified therein, with each such Corporate Unit representing (1) the ownership by the Holder thereof of an Applicable Ownership Interest a beneficial interest in Debentures or an Applicable Ownership Interest in the Treasury Portfolio, as the case may bea Note, subject to the Pledge of such Applicable Ownership Interest in Debentures or Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (i) of the definition of such term), as the case may be, Note by such Holder pursuant to the Pledge Agreement, and (2) the rights and obligations of the Holder thereof and the Company Issuer under one Purchase Contract. The Purchase Contract Agent shall pledge, as attorney‑in‑fact attorney-in-fact for, and on behalf of, the Holder of each Corporate Unit shall pledgeUnit, pursuant to the Pledge Agreement, each Applicable Ownership Interest in Debentures or Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (i) of the definition of such term), as the case may be, Note forming a part of such Corporate Unit, to the Collateral Agent for the benefit of the Issuer, and grant to the Collateral Agent Agent, for the benefit of the Issuer, a security interest in the right, title, title and interest of such Holder in such Applicable Ownership Interest in Debentures or such Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (i) of the definition of such term), as the case may be, for the benefit of the Company, Note to secure the obligation of the Holder under one each Purchase Contract to purchase the shares of Common Stock. . (b) Upon the formation of a Treasury Unit pursuant to Section 3.13, each Treasury Unit Certificate shall evidence the number of Treasury Units specified therein, with each such Treasury Unit representing (1) the ownership by the Holder thereof of a 5% [1/40th] undivided beneficial interest in a Treasury SecuritySecurity with a principal amount equal to [$1,000], subject to the Pledge of such interest by such Holder pursuant to the Pledge Agreement, and (2) the rights and obligations of the Holder thereof and the Company Issuer under one Purchase Contract. The Purchase Contract Agent shall pledge, as attorney‑in‑fact attorney-in-fact for, and on behalf of, the Holder of each Treasury Unit shall pledgeUnit, pursuant to the Pledge Agreement, each undivided beneficial such Holder's interest in a the Treasury Security forming a part of such Treasury Unit, Unit to the Collateral Agent Agent, for the benefit of the Issuer, and grant to the Collateral Agent Agent, for the benefit of the Issuer, a security interest in the right, title, title and interest of such Holder in such undivided beneficial interest in a Treasury Security for the benefit of the Company, to secure the obligation of the Holder under one each Purchase Contract to purchase the shares of Common Stock. . (c) Prior to the purchase of shares of Common Stock under each Purchase Contract, such Purchase Contract Contracts shall not entitle the Holder of a Unit to any of the rights of a holder of shares of Common Stock, including, without limitation, the right to vote or receive any dividends or other payments or to consent or to receive notice as a shareholder in respect of the meetings of shareholders or for the election of directors of the Company Issuer or for any other matter, or any other rights whatsoever as a shareholder of the CompanyIssuer.

Rights and Obligations Evidenced by the Certificates. Each Corporate Stock Purchase Unit Certificate shall evidence the number of Corporate Stock Purchase Units specified therein, with each such Corporate Stock Purchase Unit representing representing (1) the ownership by the Holder thereof of an Applicable Ownership Interest a beneficial interest in Debentures or an Applicable Ownership Interest in the Treasury Portfolio, as the case may beone Senior Note, subject to the Pledge of such Applicable Ownership Interest in Debentures or Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (i) of the definition of such term), as the case may be, Senior Note by such Holder pursuant to the Pledge Agreement, and (2) the rights and obligations of the Holder thereof and the Company under one Purchase Contract. The Purchase Contract Agent as attorney‑in‑fact attorney-in-fact for, and on behalf of, the Holder of each Corporate Stock Purchase Unit shall pledge, pursuant to the Pledge Agreement, each Applicable Ownership Interest in Debentures or Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (i) of the definition of such term), as the case may beSenior Note, forming a part of such Corporate Stock Purchase Unit, to the Collateral Agent and grant to the Collateral Agent a security interest in the right, title, title and interest of such Holder in such Applicable Ownership Interest in Debentures or such Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (i) of the definition of such term), as the case may be, Senior Note for the benefit of the Company, to secure the obligation of the Holder under one each Purchase Contract to purchase the shares of Common Stock. Prior to the purchase of shares of Common Stock under each Purchase Contract, such Purchase Contracts shall not entitle the Holder of a Corporate Stock Purchase Unit Certificate to any of the rights of a holder of shares of Common Stock, including, without limitation, the right to vote or receive any dividends or other payments or to consent or to receive notice as a shareholder in respect of the meetings of shareholders or for the election of directors of the Company or for any other matter, or any other rights whatsoever as a shareholder of the Company. Upon the formation of a Treasury Unit Stock Purchase Units pursuant to Section 3.13, each Treasury Stock Purchase Unit Certificate shall evidence the number of Treasury Stock Purchase Units specified therein, with each such Treasury Stock Purchase Unit representing (1) the ownership by the Holder thereof of a 5% __/__ undivided beneficial interest in a Treasury SecuritySecurity with a principal amount equal to $1,000, subject to the Pledge of such interest Treasury Security by such Holder pursuant to the Pledge Agreement, and (2) the rights and obligations of the Holder thereof and the Company under one Purchase Contract. The Purchase Contract Agent as attorney‑in‑fact for, and on behalf of, the Holder of each Treasury Unit shall pledge, pursuant to the Pledge Agreement, each undivided beneficial interest in a Treasury Security forming a part of such Treasury Unit, to the Collateral Agent and grant to the Collateral Agent a security interest in the right, title, and interest of such Holder in such undivided beneficial interest in a Treasury Security for the benefit of the Company, to secure the obligation of the Holder under one Purchase Contract to purchase the Common Stock. Prior to the purchase of shares of Common Stock under each Purchase Contract, such Purchase Contract shall not entitle the Holder of a Treasury Stock Purchase Unit Certificate to any of the rights of a holder of shares of Common Stock, including, without limitation, the right to vote or receive any dividends or other payments or to consent or to receive notice as a shareholder in respect of the meetings of shareholders or for the election of directors of the Company or for any other matter, or any other rights whatsoever as a shareholder of the Company.

Rights and Obligations Evidenced by the Certificates. Each Corporate Unit Income PRIDES Certificate shall evidence the number of Corporate Units Income PRIDES specified therein, with each such Corporate Unit Income PRIDES representing (1) the ownership by the Holder thereof of an Applicable Ownership Interest a beneficial interest in Debentures the Debt Securities or an Applicable Ownership Interest in the Treasury Portfolio, as the case may be, subject to the Pledge of such Applicable Ownership Interest in Debentures Debt Securities or Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (i) of the definition of such term)Portfolio, as the case may be, by such Holder pursuant to the Pledge Agreement, and (2) the rights and obligations of the Holder thereof and the Company under one Purchase Contract. The Purchase Contract Agent as attorney‑in‑fact attorney-in-fact for, and on behalf of, the Holder of each Corporate Unit Income PRIDES shall pledge, pursuant to the Pledge Agreement, each Applicable Ownership Interest in Debentures Debt Security or the Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (i) of the definition of such term)Portfolio, as the case may be, forming a part of such Corporate UnitIncome PRIDES, to the Collateral Agent and grant to the Collateral Agent a security interest in the right, title, and interest of such Holder in such Applicable Ownership Interest in Debentures Debt Security or such Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (i) of the definition of such term)Portfolio, as the case may be, for the benefit of the Company, to secure the obligation of the Holder under one Purchase Contract to purchase the Common StockStock of the Company. Upon the formation of a Treasury Unit pursuant to Section 3.13, each Treasury Unit Each Growth PRIDES Certificate shall evidence the number of Treasury Units Growth PRIDES specified therein, with each such Treasury Unit Growth PRIDES representing (1) the ownership by the Holder thereof thereof, prior to the First Purchase Contract Settlement Date, of a 5% 1/40 undivided beneficial interest in both a 3-Year Treasury Security and a 4- Year Treasury Security and, on and after the First Purchase Contract Settlement Date, of a 1/40 undivided beneficial interest in a 4-Year Treasury Security, each such Treasury Security having a principal amount equal to $1,000 and each subject to the Pledge of such interest Treasury Security by such Holder pursuant to the Pledge Agreement, and (2) the rights and obligations of the Holder thereof and the Company under one Purchase Contract. The Purchase Contract Agent as attorney‑in‑fact for, and on behalf of, the Holder of each Treasury Unit shall pledge, pursuant to the Pledge Agreement, each undivided beneficial interest in a Treasury Security forming a part of such Treasury Unit, to the Collateral Agent and grant to the Collateral Agent a security interest in the right, title, and interest of such Holder in such undivided beneficial interest in a Treasury Security for the benefit of the Company, to secure the obligation of the Holder under one Purchase Contract to purchase the Common Stock. Prior to the purchase of shares of Common Stock under each Purchase Contract, such Purchase Contract shall not entitle the Holder of a Unit to any of the rights of a holder of shares of Common Stock, including, without limitation, the right to vote or receive any dividends or other payments or to consent or to receive notice as a shareholder in respect of the meetings of shareholders or for the election of directors of the Company or for any other matter, or any other rights whatsoever as a shareholder of the Company.

Rights and Obligations Evidenced by the Certificates. Each Corporate Unit Units Certificate shall evidence the number of Corporate Units specified therein, with each such Corporate Unit representing representing (1) the ownership by the Holder thereof of an Applicable Ownership Interest a beneficial interest in Debentures a Senior Note or an the Applicable Ownership Interest in the Treasury Portfolio, as the case may be, subject to the Pledge of such Senior Note or the Applicable Ownership Interest in Debentures or Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (i) of the definition of such term)) in the Treasury Portfolio, as the case may be, by such Holder pursuant to the Pledge Agreement, and (2) the rights and obligations of the Holder thereof and the Company under one Purchase Contract. The Purchase Contract Agent is hereby authorized, as attorney‑in‑fact attorney-in-fact for, and on behalf of, the Holder of each Corporate Unit shall Unit, to pledge, pursuant to the Pledge Agreement, each the Senior Note and the Applicable Ownership Interest in Debentures or Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (i) of the definition of such term)) in the Treasury Portfolio, as the case may beif any, forming a part of such Corporate Unit, to the Collateral Agent for the benefit of the Company, and to grant to the Collateral Agent Agent, for the benefit of the Company, a security interest in the right, title, title and interest of such Holder in such Senior Note and the Applicable Ownership Interest in Debentures or such Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (i) of the definition of such term)) in the Treasury Portfolio, as the case may be, for the benefit of the Companyif any, to secure the obligation of the Holder under one each Purchase Contract to purchase the shares of Common Stock. Upon the formation of a Treasury Unit pursuant to Section 3.13, each Treasury Unit Certificate shall evidence the number of Treasury Units specified therein, with each such Treasury Unit representing (1) the ownership by the Holder thereof of a 5% _/____ undivided beneficial interest in a Treasury SecuritySecurity with a principal amount equal to $_____, subject to the Pledge of such interest by such Holder pursuant to the Pledge Agreement, and (2) the rights and obligations of the Holder thereof and the Company under one Purchase Contract. The Purchase Contract Agent is hereby authorized, as attorney‑in‑fact attorney-in-fact for, and on behalf of, the Holder of each Treasury Unit shall Unit, to pledge, pursuant to the Pledge Agreement, each undivided beneficial such Holder's interest in a the Treasury Security forming a part of such Treasury Unit, Unit to the Collateral Agent Agent, for the benefit of the Company, and to grant to the Collateral Agent Agent, for the benefit of the Company, a security interest in the right, title, title and interest of such Holder in such undivided beneficial interest in a Treasury Security for the benefit of the Company, to secure the obligation of the Holder under one each Purchase Contract to purchase the shares of Common Stock. Prior to the purchase of shares of Common Stock under each Purchase Contract, such Purchase Contract Contracts shall not entitle the Holder of a Unit to any of the rights of a holder of shares of Common Stock, including, without limitation, the right to vote or receive any dividends or other payments or to consent or to receive notice as a shareholder stockholder in respect of the meetings of shareholders stockholders or for the election of directors of the Company or for any other matter, or any other rights whatsoever as a shareholder stockholder of the Company.

Rights and Obligations Evidenced by the Certificates. Each Corporate Unit Type A Certificate shall evidence the number of Corporate Units Type A Securities specified therein, with each such Corporate Unit Type A Security representing (1) the ownership by the Holder thereof of an a beneficial interest in a Debt Security or the Applicable Ownership Interest in Debentures or an Applicable Ownership Interest in of the Treasury Portfolio, as the case may be, subject to the Pledge of such Debt Security or the Applicable Ownership Interest in Debentures or Applicable Ownership Interest in of the Treasury Portfolio (as specified in clause (i) of the definition of such term)Portfolio, as the case may be, by such Holder pursuant to the Pledge Agreement, and (2) the rights and obligations of the Holder thereof and the Company under one Purchase Contract. The Purchase Contract Agent as attorney‑in‑fact attorney-in-fact for, and on behalf of, the Holder of each Corporate Unit Type A Security shall pledge, pursuant to the Pledge Agreement, each the Debt Security or the Applicable Ownership Interest in Debentures or Applicable Ownership Interest in of the Treasury Portfolio (as specified in clause (i) of the definition of such term)Portfolio, as the case may be, forming a part of such Corporate UnitType A Security, to the Collateral Agent and grant to the Collateral Agent a security interest in the right, title, and interest of such Holder in such Debt Security or the Applicable Ownership Interest in Debentures or such Applicable Ownership Interest in of the Treasury Portfolio (as specified in clause (i) of the definition of such term)Portfolio, as the case may be, for the benefit of the Company, to secure the obligation of the Holder under one each Purchase Contract to purchase the Common StockShares of the Company. Upon the formation of a Treasury Unit pursuant to Section 3.13, each Treasury Unit Each Type B Certificate shall evidence the number of Treasury Units Type B Securities specified therein, with each such Treasury Unit Type B Security representing (1) the ownership by the Holder thereof of a 5% 1/100 undivided beneficial interest in a Treasury Security, Security with a principal amount equal to $1,000 subject to the Pledge of such interest Treasury Security by such Holder pursuant to the Pledge Agreement, and (2) the rights and obligations of the Holder thereof and the Company under one Purchase Contract. The Purchase Contract Agent as attorney‑in‑fact for, and on behalf of, the Holder of each Treasury Unit shall pledge, pursuant to the Pledge Agreement, each undivided beneficial interest in a Treasury Security forming a part of such Treasury Unit, to the Collateral Agent and grant to the Collateral Agent a security interest in the right, title, and interest of such Holder in such undivided beneficial interest in a Treasury Security for the benefit of the Company, to secure the obligation of the Holder under one Purchase Contract to purchase the Common Stock. Prior to the purchase of shares of Common Stock under each Purchase Contract, such Purchase Contract shall not entitle the Holder of a Unit to any of the rights of a holder of shares of Common Stock, including, without limitation, the right to vote or receive any dividends or other payments or to consent or to receive notice as a shareholder in respect of the meetings of shareholders or for the election of directors of the Company or for any other matter, or any other rights whatsoever as a shareholder of the Company.

Rights and Obligations Evidenced by the Certificates. Each Corporate Unit Units Certificate shall evidence the number of Corporate Units specified therein, with each such Corporate Unit representing (1) the ownership by the Holder thereof of an Applicable Ownership Interest in Debentures Notes or an Applicable Ownership Interest in the Treasury Portfolio, as the case may be, subject to the Pledge of such Applicable Ownership Interest in Debentures Notes or Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (i) of the definition of such termApplicable Ownership Interest in the Treasury Portfolio), as the case may be, by such Holder pursuant to the Pledge this Agreement, and (2) the rights and obligations of the Holder thereof and the Company under one Purchase Contract. The Purchase Contract Agent is hereby authorized, as attorney‑in‑fact attorney-in-fact for, and on behalf of, the Holder of each Corporate Unit shall Unit, to pledge, pursuant to Article 11 hereof, the Pledge Agreement, each Applicable Ownership Interest in Debentures Notes, or the Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (i) of the definition of such termApplicable Ownership Interest in the Treasury Portfolio), as the case may be, forming a part of such Corporate Unit, Unit to the Collateral Agent Agent, for the benefit of the Company, and to grant to the Collateral Agent Agent, as agent of and for the benefit of the Company, a security interest in the right, title, title and interest of such Holder in such Applicable Ownership Interest in Debentures Notes or such Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (i) of the definition of such term), as the case may be, for the benefit of the Company, to secure the obligation of the Holder under one each Purchase Contract to purchase the shares of Common Stock. To effect such Pledge and grant such security interest, the Purchase Contract Agent on behalf of the Holders of Corporate Units has, on the date hereof, delivered to the Collateral Agent the Applicable Ownership Interests in Notes. Upon the formation of a Treasury Unit pursuant to Section 3.13, each Treasury Unit Units Certificate shall evidence the number of Treasury Units specified therein, with each such Treasury Unit representing (1) the ownership by the Holder thereof of a 5% an undivided beneficial ownership interest in a the Treasury Security, subject to the Pledge of such interest by such Holder pursuant to the Pledge this Agreement, and (2) the rights and obligations of the Holder thereof and the Company under one Purchase Contract. The Purchase Contract Agent is hereby authorized, as attorney‑in‑fact attorney-in-fact for, and on behalf of, the Holder of each Treasury Unit shall Unit, to pledge, pursuant to the Pledge AgreementArticle 11 hereof, each undivided beneficial such Holder’s interest in a the Treasury Security forming a part of such Treasury Unit, Unit to the Collateral Agent Agent, as agent of and for the benefit of the Company, and to grant to the Collateral Agent Agent, for the benefit of the Company, a security interest in the right, title, title and interest of such Holder in such undivided beneficial interest in a Treasury Security for the benefit of the Company, to secure the obligation of the Holder under one each Purchase Contract to purchase shares of Common Stock. Upon the formation of a Cash Settled Unit pursuant to Section 3.14, each Cash Settled Units Certificate shall evidence the number of Cash Settled Units specified therein, with each such Cash Settled Unit representing (1) the ownership by the Holder thereof of $100 Cash, subject to the Pledge of such Cash by such Holder pursuant to this Agreement, and (2) the rights and obligations of the Holder thereof and the Company under one Purchase Contract. The Purchase Contract Agent is hereby authorized, as attorney-in-fact for, and on behalf of, the Holder of each Cash Settled Unit, to pledge, pursuant to Article 11 hereof, such Holder’s Cash forming a part of such Cash Settled Unit to the Collateral Agent, as agent of and for the benefit of the Company, and to grant to the Collateral Agent, for the benefit of the Company, a security interest in the right, title and interest of such Holder in such Cash to secure the obligation of the Holder under each Purchase Contract to purchase shares of Common Stock. Prior to the purchase of shares of Common Stock under each Purchase Contract, such Purchase Contract Contracts shall not entitle the Holder of a Unit to any of the rights of a holder of shares of Common Stock or Common Stock, including, without limitation, the right to vote or receive any dividends or other payments or to consent or to receive notice as a shareholder in respect of the meetings of shareholders or for the election of directors of the Company or for any other matter, or any other rights whatsoever as a shareholder of the Company.

Rights and Obligations Evidenced by the Certificates. Each Corporate Unit Units Certificate shall evidence the number of Corporate Units specified therein, with each such Corporate Unit representing (1) the ownership by the Holder thereof of an Applicable Ownership Interest a 1/40 undivided beneficial interest in Debentures a Senior Note or an the Applicable Ownership Interest in the Treasury Portfolio, as the case may be, subject to the Pledge of such Senior Note or the Applicable Ownership Interest in Debentures or Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (i) of the definition of such term)) in the Treasury Portfolio, as the case may be, by such Holder pursuant to the Pledge Agreement, and (2) the rights and obligations of the Holder thereof and the Company under one Purchase Contract. The Purchase Contract Agent is hereby authorized, as attorney‑in‑fact attorney-in-fact for, and on behalf of, the Holder of each Corporate Unit shall Unit, to pledge, pursuant to the Pledge Agreement, each the Senior Note and the Applicable Ownership Interest in Debentures or Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (i) of the definition of such term)) in the Treasury Portfolio, as the case may beif any, forming a part of such Corporate Unit, to the Collateral Agent for the benefit of the Company, and to grant to the Collateral Agent Agent, for the benefit of the Company, a security interest in the right, title, title and interest of such Holder in such Senior Note and the Applicable Ownership Interest in Debentures or such Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (i) of the definition of such term)) in the Treasury Portfolio, as the case may be, for the benefit of the Companyif any, to secure the obligation of the Holder under one each Purchase Contract to purchase the shares of Common Stock or Preferred Stock, as applicable. Upon the formation of a Treasury Unit pursuant to Section 3.13, each Treasury Unit Certificate shall evidence the number of Treasury Units specified therein, with each such Treasury Unit representing (1) the ownership by the Holder thereof of a 5% 1/40 undivided beneficial interest in a Treasury SecuritySecurity with a principal amount at maturity equal to $1,000, subject to the Pledge of such interest by such Holder pursuant to the Pledge Agreement, and (2) the rights and obligations of the Holder thereof and the Company under one Purchase Contract. The Purchase Contract Agent is hereby authorized, as attorney‑in‑fact attorney-in-fact for, and on behalf of, the Holder of each Treasury Unit shall Unit, to pledge, pursuant to the Pledge Agreement, each undivided beneficial such Holder's interest in a the Treasury Security forming a part of such Treasury Unit, Unit to the Collateral Agent Agent, for the benefit of the Company, and to grant to the Collateral Agent Agent, for the benefit of the Company, a security interest in the right, title, title and interest of such Holder in such undivided beneficial interest in a Treasury Security for the benefit of the Company, to secure the obligation of the Holder under one each Purchase Contract to purchase the shares of Common Stock or Preferred Stock, as applicable. Prior to the purchase of shares of Common Stock or Preferred Stock, as applicable, under each Purchase Contract, such Purchase Contract shall not entitle the Holder of a Unit to any of the rights of a holder of shares of Common Stock or Preferred Stock, as applicable, including, without limitation, the right to vote or receive any dividends or other payments or to consent or to receive notice as a shareholder in respect of the meetings of shareholders or for the election of directors of the Company or for any other matter, or any other rights whatsoever as a shareholder of the Company.

Rights and Obligations Evidenced by the Certificates. Each Corporate Unit Income PRIDES Certificate shall evidence the number of Corporate Units Income PRIDES specified therein, with each such Corporate Unit Income PRIDES representing (1) the ownership owner ship by the Holder thereof of an a beneficial interest in a Debenture or the Applicable Ownership Interest in Debentures or an Applicable Ownership Interest in of the Treasury Portfolio, as the case may be, subject to the Pledge of such Debenture or the Applicable Ownership Interest in Debentures or Applicable Ownership Interest in of the Treasury Portfolio (as specified in clause (i) of the definition of such term)Portfolio, as the case may be, by such Holder pursuant to the Pledge Agreement, and (2) the rights and obligations of the Holder thereof and the Company under one Purchase Contract. The Purchase Contract Agent as attorney‑in‑fact attorney-in-fact for, and on behalf of, the Holder of each Corporate Unit Income PRIDES shall pledge, pursuant to the Pledge Agreement, each the Debenture or the Applicable Ownership Interest in Debentures or Applicable Ownership Interest in of the Treasury Portfolio (as specified in clause (i) of the definition of such term)Portfolio, as the case may be, forming a part of such Corporate UnitIncome PRIDES, to the Collateral Agent and grant to the Collateral Agent a security interest in the right, title, and interest of such Holder in such Debenture or the Applicable Ownership Interest in Debentures or such Applicable Ownership Interest in of the Treasury Portfolio (as specified in clause (i) of the definition of such term)Portfolio, as the case may be, for the benefit of the Company, to secure the obligation of the Holder under one each Purchase Contract to purchase the Common StockStock of the Company. Upon the formation of a Treasury Unit pursuant to Section 3.13, each Treasury Unit Each Growth PRIDES Certificate shall evidence the number of Treasury Units Growth PRIDES specified therein, with each such Treasury Unit Growth PRIDES representing (1) the ownership owner ship by the Holder thereof of a 5% 1/100 undivided beneficial interest in a Treasury SecuritySecurity with a principal amount at maturity equal to $ , subject to the Pledge of such interest Treasury Security by such Holder pursuant to the Pledge Agreement, and (2) the rights and obligations of the Holder thereof and the Company under one Purchase Contract. The Purchase Contract Agent as attorney‑in‑fact attorney-in-fact for, and on behalf of, the Holder of each Treasury Unit Growth PRIDES shall pledge, pursuant to the Pledge Agreement, each undivided beneficial interest in a the Treasury Security forming a part of such Treasury Unit, to the Collateral Agent and grant to the Collateral Agent a security interest in the right, title, title and interest of such Holder in such undivided beneficial interest in a Treasury Security Security, for the benefit of the Company, to secure the obligation of the Holder under one each Purchase Contract to purchase the Common Stock. Prior to the purchase of shares of Common Stock under each Purchase Contract, such Purchase Contract shall not entitle the Holder of a Unit to any of the rights of a holder of shares of Common Stock, including, without limitation, the right to vote or receive any dividends or other payments or to consent or to receive notice as a shareholder in respect of the meetings of shareholders or for the election of directors of the Company or for any other matter, or any other rights whatsoever as a shareholder of the Company.

Rights and Obligations Evidenced by the Certificates. Each Corporate Unit Units Certificate shall evidence the number of Corporate Units specified therein, with each such Corporate Unit representing (1i) the ownership by the Holder thereof of an Applicable Ownership Interest in Debentures Notes or an Applicable Ownership Interest in the Treasury Portfolio, as the case may be, subject to the Pledge of such Applicable Ownership Interest in Debentures Notes or Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (i) of each of definitions of Applicable Ownership Interest in the definition of such termRemarketing Treasury Portfolio or the Applicable Ownership Interest in the Special Event Treasury Portfolio, as the case may be), as the case may be, by such Holder pursuant to the Pledge this Agreement, and (2ii) the rights and obligations of the Holder thereof and the Company under one Purchase Contract. The Purchase Contract Agent is hereby authorized, as attorney‑in‑fact attorney-in-fact for, and on behalf of, the Holder of each Corporate Unit shall Unit, to pledge, pursuant to Article 11 hereof, the Pledge Agreement, each Applicable Ownership Interest Interests in Debentures Notes or the Applicable Ownership Interest Interests in the Treasury Portfolio (as specified in clause (i) of the definition definitions of such term)each of Applicable Ownership Interest in the Remarketing Treasury Portfolio or Applicable Ownership Interest in the Special Event Treasury Portfolio, as the case may be, ) forming a part of such Corporate Unit, to the Collateral Agent for the benefit of the Company, and to grant to the Collateral Agent Agent, for the benefit of the Company, a security interest in the right, title, title and interest of such Holder in such Applicable Ownership Interest Interests in Debentures the Notes and or such Applicable Ownership Interest Interests in the Treasury Portfolio (as specified in clause (i) of the definition definitions of such term)each of Applicable Ownership Interest in the Remarketing Treasury Portfolio or Applicable Ownership Interest in the Special Event Treasury Portfolio, as the case may be, for the benefit of the Company, ) to secure the obligation of the Holder under one each Purchase Contract to purchase the shares of Common Stock. To effect such Pledge and grant such security interest, the Purchase Contract Agent, on behalf of the Holders of Corporate Units has, on the date hereof, delivered to the Collateral Agent the Notes underlying the Applicable Ownership Interests in Notes. Upon the formation of a Treasury Unit pursuant to Section 3.13, each Treasury Unit Certificate shall evidence the number of Treasury Units specified therein, with each such Treasury Unit representing (1i) the ownership by the Holder thereof of a 1/20, or 5% %, undivided beneficial interest in a Treasury SecuritySecurity with a principal amount equal to $1,000, subject to the Pledge of such interest by such Holder pursuant to the Pledge this Agreement, and (2ii) the rights and obligations of the Holder thereof and the Company under one Purchase Contract. The Purchase Contract Agent is hereby authorized, as attorney‑in‑fact attorney-in-fact for, and on behalf of, the Holder of each Treasury Unit shall Unit, to pledge, pursuant to the Pledge AgreementArticle 11 hereof, each undivided beneficial such Holder’s interest in a the Treasury Security forming a part of such Treasury Unit, Unit to the Collateral Agent Agent, for the benefit of the Company, and to grant to the Collateral Agent Agent, for the benefit of the Company, a security interest in the right, title, title and interest of such Holder in such undivided beneficial interest in a Treasury Security for the benefit of the Company, to secure the obligation of the Holder under one each Purchase Contract to purchase the shares of Common Stock. Prior to the purchase of shares of Common Stock under each Purchase Contract, such Purchase Contract shall not entitle the Holder of a Unit to any of the rights of a holder of shares of Common Stock, including, without limitation, the right to vote or receive any dividends or other payments or to consent or to receive notice as a shareholder in respect of the meetings of shareholders or for the election of directors of the Company or for any other matter, or any other rights whatsoever as a shareholder of the Company.

Rights and Obligations Evidenced by the Certificates. (a) Each Corporate Unit Normal Units Certificate shall evidence the number of Corporate Normal Units specified therein, with each such Corporate Normal Unit representing (1) the ownership by the Holder thereof of an Applicable Ownership Interest a beneficial interest in Debentures a Debenture or an Applicable Ownership Interest in the appropriate Treasury PortfolioConsideration, as the case may be, subject to the Pledge of such Applicable Ownership Interest in Debentures Debenture or Applicable Ownership Interest in the such Treasury Portfolio (as specified in clause (i) of the definition of such term)Consideration, as the case may be, by such Holder pursuant to the Pledge Agreement, and (2) the rights and obligations of the Holder thereof and the Company under one Purchase Contract. The Purchase Contract Agent as attorney‑in‑fact attorney-in-fact for, and on behalf of, the Holder of each Corporate Normal Unit shall pledge, pursuant to the Pledge Agreement, each Applicable Ownership Interest in Debentures the Debenture or Applicable Ownership Interest in the appropriate Treasury Portfolio (as specified in clause (i) of the definition of such term)Consideration, as the case may be, forming a part of such Corporate Normal Unit, to the Collateral Agent and grant to the Collateral Agent a security interest in the right, title, and interest of such Holder in such Applicable Ownership Interest in Debentures Debenture or such Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (i) of the definition of such term)Consideration, as the case may be, for the benefit of the Company, to secure the obligation of the such Holder under one the related Purchase Contract to purchase the Common Stock. Upon the formation of a Treasury Unit pursuant to Section 3.13, each Treasury Unit Certificate shall evidence the number of Treasury Units specified therein, with each such Treasury Unit representing (1) the ownership by the Holder thereof of a 5% undivided beneficial interest in a Treasury Security, subject to the Pledge of such interest by such Holder pursuant to the Pledge Agreement, and (2) the rights and obligations of the Holder thereof and the Company under one Purchase Contract. The Purchase Contract Agent as attorney‑in‑fact for, and on behalf of, the Holder of each Treasury Unit shall pledge, pursuant to the Pledge Agreement, each undivided beneficial interest in a Treasury Security forming a part of such Treasury Unit, to the Collateral Agent and grant to the Collateral Agent a security interest in the right, title, and interest of such Holder in such undivided beneficial interest in a Treasury Security for the benefit Stock of the Company, to secure the obligation of the Holder under one Purchase Contract to purchase the Common Stock. Prior to the purchase of shares of Common Stock under each Purchase Contract, such Purchase Contract shall not entitle the Holder of a Unit the related Normal Units Certificates to any of the rights of a holder of shares of Common Stock, including, without limitation, the right to vote or receive any dividends or other payments or to consent or to receive notice as a shareholder stockholders in respect of the meetings of shareholders stockholders or for the election of directors of the Company or for any other matter, or any other rights whatsoever as a shareholder stockholders of the Company. (b) Each Stripped Units Certificate shall evidence the number of Stripped Units specified therein, with each such Stripped Unit representing the ownership by the Holder thereof of a 1/20 undivided beneficial interest in a Treasury Security, subject to the Pledge of such interest in such Treasury Security by such Holder pursuant to the Pledge Agreement, and the rights and obligations of the Holder thereof and the Company under one Purchase Contract. Prior to the purchase of shares of Common Stock under each Purchase Contract, such Purchase Contract shall not entitle the Holder of the related Stripped Units Certificates to any of the rights of a holder of shares of Common Stock, including, without limitation, the right to vote or receive any dividends or other payments or to consent or to receive notice as stockholders in respect of the meetings of stockholders or for the election of directors of the Company or for any other matter, or any other rights whatsoever as stockholders of the Company.

Rights and Obligations Evidenced by the Certificates. Each Corporate Unit Income Units Certificate shall evidence the number of Corporate Income Units specified therein, with each such Corporate Unit Income Units representing (1) the ownership by the Holder thereof of an a beneficial interest in a Preferred Security or the Applicable Ownership Interest in Debentures or an Applicable Ownership Interest in of the Treasury Portfolio, as the case may be, subject to the Pledge of such Preferred Security or the Applicable Ownership Interest in Debentures or Applicable Ownership Interest in of the Treasury Portfolio (as specified in clause (i) of the definition of such term)Portfolio, as the case may be, by such Holder pursuant to the Pledge Agreement, and (2) the rights and obligations of the Holder thereof and the Company under one Purchase Contract. The Purchase Contract Agent as attorney‑in‑fact attorney-in-fact for, and on behalf of, the Holder of each Corporate Income Unit shall pledge, pursuant to the Pledge Agreement, each the Preferred Security or the Applicable Ownership Interest in Debentures or Applicable Ownership Interest in of the Treasury Portfolio (as specified in clause (i) of the definition of such term)Portfolio, as the case may be, forming a part of such Corporate Income Unit, to the Collateral Agent and grant to the Collateral Agent a security interest in the right, title, and interest of such Holder in such Preferred Security or the Applicable Ownership Interest in Debentures or such Applicable Ownership Interest in of the Treasury Portfolio (as specified in clause (i) of the definition of such term)Portfolio, as the case may be, for the benefit of the Company, to secure the obligation of the Holder under one each Purchase Contract to purchase the Common Stock. Upon the formation of a Treasury Unit pursuant to Section 3.13, each Treasury Unit Certificate shall evidence the number of Treasury Units specified therein, with each such Treasury Unit representing (1) the ownership by the Holder thereof of a 5% undivided beneficial interest in a Treasury Security, subject to the Pledge of such interest by such Holder pursuant to the Pledge Agreement, and (2) the rights and obligations of the Holder thereof and the Company under one Purchase Contract. The Purchase Contract Agent as attorney‑in‑fact for, and on behalf of, the Holder of each Treasury Unit shall pledge, pursuant to the Pledge Agreement, each undivided beneficial interest in a Treasury Security forming a part of such Treasury Unit, to the Collateral Agent and grant to the Collateral Agent a security interest in the right, title, and interest of such Holder in such undivided beneficial interest in a Treasury Security for the benefit Stock of the Company, to secure the obligation of the Holder under one Purchase Contract to purchase the Common Stock. Prior to the purchase of shares of Common Stock under each Purchase Contract, such Purchase Contract Contracts shall not entitle the Holder of a Unit an Income Units Certificate to any of the rights of a holder of shares of Common Stock, including, without limitation, the right to vote or receive any dividends or other payments or to consent or to receive notice as a shareholder stockholders in respect of the meetings of shareholders stockholders or for the election of directors of the Company or for any other matter, or any other rights whatsoever as stockholders of the Company. Each Growth Units Certificate shall evidence the number of Growth Units specified therein, with each such Growth Unit representing the ownership by the Holder thereof of a shareholder 1/20 undivided beneficial interest in a Treasury Security with a principal amount equal to $1,000 subject to the Pledge of such Treasury Security by such Holder pursuant to the Pledge Agreement, and the rights and obligations of the Holder thereof and the Company under one Purchase Contract. Prior to the purchase, if any, of shares of Common Stock under the Purchase Contracts, such Growth Units Certificates shall not entitle the Holders of Growth Units Certificates to any of the rights of a holder of shares of Common Stock, including, without limitation, the right to vote or receive any dividends or other payments or to consent or to receive notice as stockholders in respect of the meetings of stockholders or for the election of directors of the Company or for any other matter, or any other rights whatsoever as stockholders of the Company.

Rights and Obligations Evidenced by the Certificates. Each Corporate Unit Units Certificate shall evidence the number of Corporate Units specified therein, with each such Corporate Unit representing (1) the ownership by the Holder thereof of an Applicable Ownership Interest a beneficial interest in Debentures a Senior Note or an the Applicable Ownership Interest in the Treasury Portfolio, as the case may be, subject to the Pledge of such Senior Note or the Applicable Ownership Interest in Debentures or Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (i) of the definition of such term)) in the Treasury Portfolio, as the case may be, by such Holder pursuant to the Pledge Agreement, and (2) the rights and obligations of the Holder thereof and the Company under one Purchase Contract. The Purchase Contract Agent is hereby authorized, as attorney‑in‑fact attorney-in-fact for, and on behalf of, the Holder of each Corporate Unit shall Unit, to pledge, pursuant to the Pledge Agreement, each the Senior Note and the Applicable Ownership Interest in Debentures or Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (i) of the definition of such term)) in the Treasury Portfolio, as the case may beif any, forming a part of such Corporate Unit, to the Collateral Agent for the benefit of the Company, and to grant to the Collateral Agent Agent, for the benefit of the Company, a security interest in the right, title, title and interest of such Holder in such Senior Note and the Applicable Ownership Interest in Debentures or such Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (i) of the definition of such term)) in the Treasury Portfolio, as the case may be, for the benefit of the Companyif any, to secure the obligation of the Holder under one each Purchase Contract to purchase the shares of Common Stock. Upon the formation of a Treasury Unit pursuant to Section 3.13, each Treasury Unit Certificate shall evidence the number of Treasury Units specified therein, with each such Treasury Unit representing (1) the ownership by the Holder thereof of a 5% [ ] undivided beneficial interest in a Treasury SecuritySecurity with a principal amount at maturity equal to $[ ], subject to the Pledge of such interest by such Holder pursuant to the Pledge Agreement, and (2) the rights and obligations of the Holder thereof and the Company under one Purchase Contract. The Purchase Contract Agent is hereby authorized, as attorney‑in‑fact attorney-in-fact for, and on behalf of, the Holder of each Treasury Unit shall Unit, to pledge, pursuant to the Pledge Agreement, each undivided beneficial such Holder’s interest in a the Treasury Security forming a part of such Treasury Unit, Unit to the Collateral Agent Agent, for the benefit of the Company, and to grant to the Collateral Agent Agent, for the benefit of the Company, a security interest in the right, title, title and interest of such Holder in such undivided beneficial interest in a Treasury Security for the benefit of the Company, to secure the obligation of the Holder under one each Purchase Contract to purchase the shares of Common Stock. Prior to the purchase of shares of Common Stock under each Purchase Contract, such Purchase Contract shall not entitle the Holder of a Unit to any of the rights of a holder of shares of Common Stock, including, without limitation, the right to vote or receive any dividends or other payments or to consent or to receive notice as a shareholder in respect of the meetings of shareholders or for the election of directors of the Company or for any other matter, or any other rights whatsoever as a shareholder of the Company.

Rights and Obligations Evidenced by the Certificates. (a) Each Corporate Unit Units Certificate shall evidence the number of Corporate Units specified therein, with each such Corporate Unit representing (1) the ownership by the Holder thereof of an Applicable Ownership Interest a beneficial interest in Debentures or an Applicable Ownership Interest in the Treasury Portfolio, as the case may bea Note, subject to the Pledge of such Applicable Ownership Interest in Debentures or Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (i) of the definition of such term), as the case may be, Note by such Holder pursuant to the Pledge Agreement, and (2) the rights and obligations of the Holder thereof and the Company Issuers under one Purchase Contract. The Purchase Contract Agent is hereby authorized, as attorney‑in‑fact attorney-in-fact for, and on behalf of, the Holder of each Corporate Unit shall Unit, to pledge, pursuant to the Pledge Agreement, each Applicable Ownership Interest in Debentures or Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (i) of the definition of such term), as the case may be, Note forming a part of such Corporate Unit, to the Collateral Agent for the benefit of the Issuers, and to grant to the Collateral Agent Agent, for the benefit of the Issuers, a security interest in the right, title, title and interest of such Holder in such Applicable Ownership Interest in Debentures or such Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (i) of the definition of such term), as the case may be, for the benefit of the Company, Note to secure the obligation of the Holder under one each Purchase Contract to purchase the shares of Common Stock. . (b) Upon the formation of a Treasury Unit pursuant to Section 3.13, each Treasury Unit Certificate shall evidence the number of Treasury Units specified therein, with each such Treasury Unit representing (1) the ownership by the Holder thereof of a 5% 1/40th undivided beneficial interest in a Treasury SecuritySecurity with a principal amount equal to $1,000, subject to the Pledge of such interest by such Holder pursuant to the Pledge Agreement, and (2) the rights and obligations of the Holder thereof and the Company Issuers under one Purchase Contract. The Purchase Contract Agent is hereby authorized, as attorney‑in‑fact attorney-in-fact for, and on behalf of, the Holder of each Treasury Unit shall Unit, to pledge, pursuant to the Pledge Agreement, each undivided beneficial such Holder’s interest in a the Treasury Security forming a part of such Treasury Unit, Unit to the Collateral Agent Agent, for the benefit of the Issuers, and to grant to the Collateral Agent Agent, for the benefit of the Issuers, a security interest in the right, title, title and interest of such Holder in such undivided beneficial interest in a Treasury Security for the benefit of the Company, to secure the obligation of the Holder under one each Purchase Contract to purchase the shares of Common Stock. . (c) Prior to the purchase of shares of Common Stock under each Purchase Contract, such Purchase Contract Contracts shall not entitle the Holder of a Unit to any of the rights of a holder of shares of Common Stock, including, without limitation, the right to vote or receive any dividends or other payments or to consent or to receive notice as a shareholder in respect of the meetings of shareholders or for the election of directors of the Company Issuers or for any other matter, or any other rights whatsoever as a shareholder of the CompanyIssuers.

Rights and Obligations Evidenced by the Certificates. Each Corporate Unit Units Certificate shall evidence the number of Corporate Units specified therein, with each such Corporate Unit representing (1i) the ownership by the Holder thereof of an either (A) prior to the occurrence of a Tax Event Redemption (1) a 1/20, or 5.00%, undivided beneficial interest in $1,000 aggregate principal amount of a Senior Note or (2) on and after the Reset Date, (x) the Applicable Ownership Interest in Debentures the Remarketing Treasury Portfolio and (y) if the Reset Date occurs on a date that is not also a Payment Date, prior to the Payment Date next following the Reset Date, the right to receive the interest accrued on a 1/20, or 5.00%, undivided beneficial ownership interest in $1,000 principal amount of Senior Note from and including the Payment Date immediately preceding the Reset Date to, but excluding, the Reset Date, or (B) on or after the occurrence of a Tax Event Redemption prior to the Purchase Contract Settlement Date, an Applicable Ownership Interest in the Tax Event Treasury PortfolioPortfolio subject, as the case may bein each case, subject to the Pledge of the interest in such aggregate principal amount of Senior Notes or such Applicable Ownership Interest in Debentures or Interests (except that the Applicable Ownership Interest in the Treasury Portfolio (as Interests specified in clause clauses (ii)(B), (i)(C) and (ii)(B) of the definition of such term)thereof shall not be subject to the Pledge) in the appropriate Treasury Portfolio, as the case may be, by such Holder pursuant to the Pledge this Agreement, and (2ii) the rights and obligations of the Holder thereof and the Company under one Purchase Contract. The Purchase Contract Agent is hereby authorized, as attorney‑in‑fact attorney-in-fact for, and on behalf of, the Holder of each Corporate Unit shall Unit, to pledge, pursuant to Article 11 hereof, the Pledge Agreement, each Senior Note or the Applicable Ownership Interest in Debentures or Applicable Ownership Interest in the Treasury Portfolio Interests (as specified in clause (ii)(A) or (ii)(A) of the definition of such term)thereof) in the Treasury Portfolio, as the case may beif any, forming a part of such Corporate Unit, to the Collateral Agent for the benefit of the Company, and to grant to the Collateral Agent Agent, for the benefit of the Company, a security interest in the right, title, title and interest of such Holder in such Senior Note and or Applicable Ownership Interest in Debentures or such Applicable Ownership Interest in the Treasury Portfolio Interests (as specified in clause (ii)(A) or (ii)(A) of the definition of such term)thereof) in the Treasury Portfolio, as the case may be, for the benefit of the Companyif any, to secure the obligation of the Holder under one each Purchase Contract to purchase the shares of Common Stock. Upon the formation of a Treasury Unit pursuant to Section 3.13, each Treasury Unit Certificate shall evidence the number of Treasury Units specified therein, with each such Treasury Unit representing (1i) the ownership by the Holder thereof of a 5% undivided beneficial interest in a Treasury Security1/20, subject to the Pledge of such interest by such Holder pursuant to the Pledge Agreement, and (2) the rights and obligations of the Holder thereof and the Company under one Purchase Contract. The Purchase Contract Agent as attorney‑in‑fact for, and on behalf of, the Holder of each Treasury Unit shall pledge, pursuant to the Pledge Agreement, each undivided beneficial interest in a Treasury Security forming a part of such Treasury Unit, to the Collateral Agent and grant to the Collateral Agent a security interest in the right, title, and interest of such Holder in such undivided beneficial interest in a Treasury Security for the benefit of the Company, to secure the obligation of the Holder under one Purchase Contract to purchase the Common Stock. Prior to the purchase of shares of Common Stock under each Purchase Contract, such Purchase Contract shall not entitle the Holder of a Unit to any of the rights of a holder of shares of Common Stock, including, without limitation, the right to vote or receive any dividends or other payments or to consent or to receive notice as a shareholder in respect of the meetings of shareholders or for the election of directors of the Company or for any other matter, or any other rights whatsoever as a shareholder of the Company.or

Rights and Obligations Evidenced by the Certificates. Each Corporate Unit Units Certificate shall evidence the number of Corporate Units specified therein, with each such Corporate Unit representing (1) the ownership by the Holder thereof of an Applicable Ownership Interest a 1/40 undivided beneficial interest in Debentures a Senior Note or an the Applicable Ownership Interest in the Treasury Portfolio, as the case may be, subject to the Pledge of such Senior Note or the Applicable Ownership Interest in Debentures or Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (i) of the definition of such term)) in the Treasury Portfolio, as the case may be, by such Holder pursuant to the Pledge Agreement, and (2) the rights and obligations of the Holder thereof and the Company under one Purchase Contract. The Purchase Contract Agent is hereby authorized, as attorney‑in‑fact attorney-in-fact for, and on behalf of, the Holder of each Corporate Unit shall Unit, to pledge, pursuant to the Pledge Agreement, each the Senior Note and the Applicable Ownership Interest in Debentures or Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (i) of the definition of such term)) in the Treasury Portfolio, as the case may beif any, forming a part of such Corporate Unit, to the Collateral Agent for the benefit of the Company, and to grant to the Collateral Agent Agent, for the benefit of the Company, a security interest in the right, title, title and interest of such Holder in such Senior Note and the Applicable Ownership Interest in Debentures or such Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (i) of the definition of such term)) in the Treasury Portfolio, as the case may be, for the benefit of the Companyif any, to secure the obligation of the Holder under one each Purchase Contract to purchase the shares of Common Stock or Preferred Stock, as applicable. Upon the formation of a Treasury Unit pursuant to Section 3.13, each Treasury Unit Certificate shall evidence the number of Treasury Units specified therein, with each such Treasury Unit representing (1) the ownership by the Holder thereof of a 5% 1/40 undivided beneficial interest in a Treasury SecuritySecurity with a principal amount at maturity equal to $1,000, subject to the Pledge of such interest by such Holder pursuant to the Pledge Agreement, and (2) the rights and obligations of the Holder thereof and the Company under one Purchase Contract. The Purchase Contract Agent is hereby authorized, as attorney‑in‑fact attorney-in-fact for, and on behalf of, the Holder of each Treasury Unit shall Unit, to pledge, pursuant to the Pledge Agreement, each undivided beneficial such Holder’s interest in a the Treasury Security forming a part of such Treasury Unit, Unit to the Collateral Agent Agent, for the benefit of the Company, and to grant to the Collateral Agent Agent, for the benefit of the Company, a security interest in the right, title, title and interest of such Holder in such undivided beneficial interest in a Treasury Security for the benefit of the Company, to secure the obligation of the Holder under one each Purchase Contract to purchase the shares of Common Stock or Preferred Stock, as applicable. Prior to the purchase of shares of Common Stock or Preferred Stock, as applicable, under each Purchase Contract, such Purchase Contract shall not entitle the Holder of a Unit to any of the rights of a holder of shares of Common Stock or Preferred Stock, as applicable, including, without limitation, the right to vote or receive any dividends or other payments or to consent or to receive notice as a shareholder in respect of the meetings of shareholders or for the election of directors of the Company or for any other matter, or any other rights whatsoever as a shareholder of the Company.

Rights and Obligations Evidenced by the Certificates. (a) Each Corporate Unit Normal Units Certificate shall evidence the number of Corporate Normal Units specified therein, with each such Corporate Normal Unit representing (1) the ownership by the Holder thereof of an Applicable Ownership Interest a 1/[__] undivided beneficial interest in Debentures or an Applicable Ownership Interest a Note in the original principal amount of $[____] or the appropriate Treasury PortfolioConsideration, as the case may be, subject to the Pledge of such Applicable Ownership Interest interest in Debentures such Note or Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (i) of the definition of such term)Consideration, as the case may be, by such Holder pursuant to the Pledge Agreement, and (2) the rights and obligations of the Holder thereof and the Company under one Purchase Contract. The Purchase Contract Agent Agent, as attorney‑in‑fact attorney-in-fact for, and on behalf of, the Holder of each Corporate Unit Normal Unit, shall pledge, pursuant to the Pledge Agreement, each Applicable Ownership Interest the interest in Debentures such Note or Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (i) of the definition of such term), as the case may be, Consideration forming a part of such Corporate Normal Unit, to the Collateral Agent and grant to the Collateral Agent a security interest in the right, title, and interest of such Holder in such Applicable Ownership Interest interest in Debentures such Note or such Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (i) of the definition of such term), as the case may be, Consideration for the benefit of the Company, to secure the obligation of the such Holder under one the related Purchase Contract to purchase shares of Common Stock of the Common Stock. Upon the formation of a Treasury Unit pursuant to Section 3.13, each Treasury Unit Company. (b) Each Stripped Units Certificate shall evidence the number of Treasury Stripped Units specified therein, with each such Treasury Stripped Unit representing (1) the ownership by the Holder thereof of a 5% 1/[__] undivided beneficial interest in a Treasury Security, subject to the Pledge of such interest in such Treasury Security by such Holder pursuant to the Pledge Agreement, and (2) the rights and obligations of the Holder thereof and the Company under one Purchase Contract. The Purchase Contract Agent Agent, as attorney‑in‑fact attorney-in-fact for, and on behalf of, the Holder of each Treasury Unit Stripped Unit, shall pledge, pursuant to the Pledge Agreement, each undivided beneficial the interest in a the Treasury Security forming a part of such Treasury Stripped Unit, to the Collateral Agent and grant to the Collateral Agent a security interest in the right, title, and interest of such Holder in such undivided beneficial interest in a the Treasury Security for the benefit of the Company, to secure the obligation of the such Holder under one the related Purchase Contract to purchase shares of Common Stock of the Common Stock. Company. (c) Prior to the purchase of shares of Common Stock under each Purchase Contract, such Purchase Contract shall not entitle the Holder of a Unit the related Units Certificates to any of the rights of a holder of shares of Common Stock, including, without limitation, the right to vote or receive any dividends or other payments or to consent or to receive notice as a shareholder in respect of the meetings of shareholders or for the election of directors of the Company or for any other matter, or any other rights whatsoever as a shareholder of the Company.

Rights and Obligations Evidenced by the Certificates. Each Corporate Unit Units Certificate shall evidence the number of Corporate Units specified therein, with each such Corporate Unit representing representing (1) the ownership by the Holder thereof of an Applicable Ownership Interest a beneficial interest in Debentures a Senior Note or an the Applicable Ownership Interest in the Treasury Portfolio, as the case may be, subject to the Pledge of such Senior Note or the Applicable Ownership Interest in Debentures or Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (i) of the definition of such term)) in the Treasury Portfolio, as the case may be, by such Holder pursuant to the Pledge Agreement, and (2) the rights and obligations of the Holder thereof and the Company under one Purchase Contract. The Purchase Contract Agent is hereby authorized, as attorney‑in‑fact attorney-in-fact for, and on behalf of, the Holder of each Corporate Unit shall Unit, to pledge, pursuant to the Pledge Agreement, each the Senior Note and the Applicable Ownership Interest in Debentures or Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (i) of the definition of such term)) in the Treasury Portfolio, as the case may beif any, forming a part of such Corporate Unit, to the Collateral Agent for the benefit of the Company, and to grant to the Collateral Agent Agent, for the benefit of the Company, a security interest in the right, title, title and interest of such Holder in such Senior Note and the Applicable Ownership Interest in Debentures or such Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (i) of the definition of such term)) in the Treasury Portfolio, as the case may be, for the benefit of the Companyif any, to secure the obligation of the Holder under one each Purchase Contract to purchase the shares of Common Stock. Upon the formation of a Treasury Unit pursuant to Section 3.13, each Treasury Unit Certificate shall evidence the number of Treasury Units specified therein, with each such Treasury Unit representing (1) the ownership by the Holder thereof of a 5% 1/40th undivided beneficial interest in a Treasury SecuritySecurity with a principal amount equal to $1,000, subject to the Pledge of such interest by such Holder pursuant to the Pledge Agreement, and (2) the rights and obligations of the Holder thereof and the Company under one Purchase Contract. The Purchase Contract Agent is hereby authorized, as attorney‑in‑fact attorney-in-fact for, and on behalf of, the Holder of each Treasury Unit shall Unit, to pledge, pursuant to the Pledge Agreement, each undivided beneficial such Holder's interest in a the Treasury Security forming a part of such Treasury Unit, Unit to the Collateral Agent Agent, for the benefit of the Company, and to grant to the Collateral Agent Agent, for the benefit of the Company, a security interest in the right, title, title and interest of such Holder in such undivided beneficial interest in a Treasury Security for the benefit of the Company, to secure the obligation of the Holder under one each Purchase Contract to purchase the shares of Common Stock. Prior to the purchase of shares of Common Stock under each Purchase Contract, such Purchase Contract Contracts shall not entitle the Holder of a Unit to any of the rights of a holder of shares of Common Stock, including, without limitation, the right to vote or receive any dividends or other payments or to consent or to receive notice as a shareholder stockholder in respect of the meetings of shareholders stockholders or for the election of directors of the Company or for any other matter, or any other rights whatsoever as a shareholder stockholder of the Company.

Rights and Obligations Evidenced by the Certificates. Each Corporate Unit Units Certificate shall evidence the number of Corporate Units specified therein, with each such Corporate Unit representing representing (1) the ownership by the Holder thereof of an a beneficial interest in a Preferred Security, a Note or the Applicable Ownership Interest in Debentures or an Applicable Ownership Interest in of the Treasury Portfolio, as the case may be, subject to the Pledge of such Preferred Security, such Note or the Applicable Ownership Interest in Debentures or Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (iA) of the definition of such term)) of the Treasury Portfolio, as the case may be, by such Holder pursuant to the Pledge Agreement, and (2) the rights and obligations of the Holder thereof and the Company under one Purchase Contract. The Purchase Contract Agent Agent, as attorney‑in‑fact attorney-in-fact for, and on behalf of, the Holder of each Corporate Unit shall pledge, pursuant to the Pledge Agreement, each the Preferred Security, the Note or the Applicable Ownership Interest in Debentures or Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (iA) of the definition of such term)) of the Treasury Portfolio, as the case may be, forming a part of such Corporate Unit, to the Collateral Agent and grant to the Collateral Agent a security interest in the right, title, title and interest of such Holder in such Preferred Security, such Note or the Applicable Ownership Interest in Debentures or such Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (iA) of the definition of such term)) of the Treasury Portfolio, as the case may be, for the benefit of the Company, to secure the obligation of the Holder under one each Purchase Contract to purchase the shares of Common Stock. Upon the formation of a Treasury Unit pursuant to Section 3.13, each Treasury Unit Units Certificate shall evidence the number of Treasury Units specified therein, with each such Treasury Unit representing (1) the ownership by the Holder thereof of a 5% 1/20 undivided beneficial interest in a Treasury SecuritySecurity with a principal amount equal to $1,000, subject to the Pledge of such interest Treasury Security by such Holder pursuant to the Pledge Agreement, and (2) the rights and obligations of the Holder thereof and the Company under one Purchase Contract. The Purchase Contract Agent as attorney‑in‑fact for, and on behalf of, the Holder of each Treasury Unit shall pledge, pursuant to the Pledge Agreement, each undivided beneficial interest in a Treasury Security forming a part of such Treasury Unit, to the Collateral Agent and grant to the Collateral Agent a security interest in the right, title, and interest of such Holder in such undivided beneficial interest in a Treasury Security for the benefit of the Company, to secure the obligation of the Holder under one Purchase Contract to purchase the Common Stock. Prior to the purchase of shares of Common Stock under each Purchase Contract, such Purchase Contract Contracts shall not entitle the Holder of a Unit Security to any of the rights of a holder of shares of Common Stock, including, without limitation, the right to vote or receive any dividends or other payments or to consent or to receive notice as a shareholder in respect of the meetings of shareholders or for the election of directors of the Company or for any other matter, or any other rights whatsoever as a shareholder of the Company.

Rights and Obligations Evidenced by the Certificates. Each Corporate Unit Income PRIDES Certificate shall evidence the number of Corporate Units Income PRIDES specified therein, with each such Corporate Unit Income PRIDES representing (1) the ownership Ownership by the Holder thereof of an a beneficial interest in a Trust Preferred Security or the Applicable Ownership Interest in Debentures or an Applicable Ownership Interest in of the Treasury Portfolio, as the case may be, subject to the Pledge of such Trust Preferred Security or the Applicable Ownership Interest in Debentures or Applicable Ownership Interest in of the Treasury Portfolio (as specified in clause (i) of the definition of such term)Portfolio, as the case may be, by such Holder pursuant to the Pledge Agreement, and (2) the rights and obligations of the Holder thereof and the Company under one Purchase Contract. The Purchase Contract Agent as attorney‑in‑fact attorney-in-fact for, and on behalf of, the Holder of each Corporate Unit Income PRIDES shall pledge, pursuant to the Pledge Agreement, each the Trust Preferred Security or the Applicable Ownership Interest in Debentures or Applicable Ownership Interest in of the Treasury Portfolio (as specified in clause (i) of the definition of such term)Portfolio, as the case may be, forming a part of such Corporate UnitIncome PRIDES, to the Collateral Agent and grant to the Collateral Agent a security interest in the right, title, and interest of such Holder in such Trust Preferred Security or the Applicable Ownership Interest in Debentures or such Applicable Ownership Interest in of the Treasury Portfolio (as specified in clause (i) of the definition of such term)Portfolio, as the case may be, for the benefit of the Company, to secure the obligation of the Holder under one each Purchase Contract to purchase the Common Stock. Upon the formation of a Treasury Unit pursuant to Section 3.13, each Treasury Unit Certificate shall evidence the number of Treasury Units specified therein, with each such Treasury Unit representing (1) the ownership by the Holder thereof of a 5% undivided beneficial interest in a Treasury Security, subject to the Pledge of such interest by such Holder pursuant to the Pledge Agreement, and (2) the rights and obligations of the Holder thereof and the Company under one Purchase Contract. The Purchase Contract Agent as attorney‑in‑fact for, and on behalf of, the Holder of each Treasury Unit shall pledge, pursuant to the Pledge Agreement, each undivided beneficial interest in a Treasury Security forming a part of such Treasury Unit, to the Collateral Agent and grant to the Collateral Agent a security interest in the right, title, and interest of such Holder in such undivided beneficial interest in a Treasury Security for the benefit Stock of the Company, to secure the obligation of the Holder under one Purchase Contract to purchase the Common Stock. Prior to the purchase of shares of Common Stock under each Purchase Contract, such Purchase Contract Contracts shall not entitle the Holder Holders of Income PRIDES Certificates to any of the rights of a Unit holder of shares of Common Stock, including, without limitation, the right to vote or receive any dividends other payments or to consent or to receive notice as stockholders in respect of meetings of stockholders or for the election of directors of the Company or for any other matter, or any other rights whatsoever as stockholders of the Company. Each Growth PRIDES Certificate shall evidence the number of Growth PRIDES specified therein, with each such Growth PRIDES representing the ownership by the Holder thereof of a 1/100 undivided beneficial interest in a Treasury Security, subject to the Pledge of such interest in such Treasury Security by such Holder pursuant to the Pledge Agreement, and the rights and obligations of the Holder thereof and the Company under one Purchase Contract. Prior to the purchase of shares of Common Stock under each Purchase Contract, such Purchase Contracts shall not entitle the Holders of Growth PRIDES Certificates to any of the rights of a holder of shares of Common Stock, including, without limitation, the right to vote or receive any dividends or other payments or to consent or to receive notice as a shareholder stockholders in respect of the meetings of shareholders stockholders or for the election of directors of the Company or for any other matter, or any other rights whatsoever as a shareholder stockholders of the Company.

Rights and Obligations Evidenced by the Certificates. Each Corporate Unit Certificate shall evidence the number of Corporate Units specified therein, with each such Corporate Unit representing (1) the ownership by the Holder thereof of an Applicable Ownership Interest a beneficial interest in Debentures a Debenture or an the Applicable Ownership Interest in the Treasury Portfolio, as the case may be, subject to the Pledge of such Applicable Ownership Interest in Debentures Debenture or the Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (i) of the definition of such term)Portfolio, as the case may be, by such Holder pursuant to the Pledge Agreement, and (2) the rights and obligations of the Holder thereof and the Company under one Purchase Contract. The Purchase Contract Agent as attorney‑in‑fact attorney-in-fact for, and on behalf of, the Holder of each Corporate Unit shall pledge, pursuant to the Pledge Agreement, each Applicable Ownership Interest in Debentures Debenture or the Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (i) of the definition of such term)Portfolio, as the case may be, forming a part of such Corporate Unit, to the Collateral Agent and grant to the Collateral Agent a security interest in the right, title, and interest of such Holder in such Applicable Ownership Interest in Debentures Debenture or such the Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (i) of the definition of such term)Portfolio, as the case may be, for the benefit of the Company, to secure the obligation of the Holder under one Purchase Contract to purchase the Common StockStock of the Company. Upon the formation of a Treasury Unit pursuant to Section 3.13, each Each Treasury Unit Certificate shall evidence the number of Treasury Units specified therein, with each such Treasury Unit representing (1) the ownership by the Holder thereof of a 1/20, or 5% %, undivided beneficial interest in a Treasury Security, subject to the Pledge of such interest Treasury Security by such Holder pursuant to the Pledge Agreement, and (2) the rights and obligations of the Holder thereof and the Company under one Purchase Contract. The Purchase Contract Agent as attorney‑in‑fact attorney-in-fact for, and on behalf of, the Holder of each Treasury Unit shall pledge, pursuant to the Pledge Agreement, each undivided beneficial interest in a Treasury Security forming a part of such Treasury Unit, to the Collateral Agent and grant to the Collateral Agent a security interest in the right, title, and interest of such Holder in such undivided beneficial interest in a Treasury Security for the benefit of the Company, to secure the obligation of the Holder under one Purchase Contract to purchase the Common Stock. Prior to the purchase of shares of Common Stock under each Purchase Contract, such Purchase Contract shall not entitle the Holder of a Unit to any of the rights of a holder of shares of Common Stock, including, without limitation, the right to vote or receive any dividends or other payments or to consent or to receive notice as a shareholder in respect of the meetings of shareholders or for the election of directors of the Company or for any other matter, or any other rights whatsoever as a shareholder of the Company. SECTION 3.3. Execution, Authentication, Delivery and Dating Subject to the provisions of Sections 3.13 and 3.14 hereof, upon the execution and delivery of this Agreement, and at any time and from time to time thereafter, the Company may deliver Certificates executed by the Company to the Agent for authentication, execution on behalf of the Holders and delivery, together with its Issuer Order for authentication of such Certificates, and the Agent in accordance with such Issuer Order shall authenticate, execute on behalf of the Holders and deliver such Certificates.

Rights and Obligations Evidenced by the Certificates. Each Corporate Unit Units Certificate shall evidence the number of Corporate Units specified therein, with each such Corporate Unit representing representing (1) the ownership by the Holder thereof of an Applicable Ownership Interest a beneficial interest in Debentures a Senior Note or an the Applicable Ownership Interest in the Treasury Portfolio, as the case may be, subject to the Pledge of such Senior Note or the Applicable Ownership Interest in Debentures or Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (i) of the definition of such term)) in the Treasury Portfolio, as the case may be, by such Holder pursuant to the Pledge Agreement, and (2) the rights and obligations of the Holder thereof and the Company under one Purchase Contract. The Purchase Contract Agent is hereby authorized, as attorney‑in‑fact attorney-in-fact for, and on behalf of, the Holder of each Corporate Unit shall Unit, to pledge, pursuant to the Pledge Agreement, each the Senior Note and the Applicable Ownership Interest in Debentures or Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (i) of the definition of such term)) in the Treasury Portfolio, as the case may beif any, forming a part of represented by such Corporate Unit, to the Collateral Agent for the benefit of the Company, and to grant to the Collateral Agent Agent, for the benefit of the Company, a security interest in the right, title, title and interest of such Holder in such Senior Note and the Applicable Ownership Interest in Debentures or such Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (i) of the definition of such term)) in the Treasury Portfolio, as the case may be, for the benefit of the Companyif any, to secure the obligation of the Holder under one each Purchase Contract to pay the Stated Amount of such Purchase Contract and thereby purchase the shares of Common Stock. Upon the formation of a Treasury Unit pursuant to Section 3.13, each Treasury Unit Certificate shall evidence the number of Treasury Units specified therein, with each such Treasury Unit representing (1) the ownership by the Holder thereof of a 5% 1/40 undivided beneficial interest in a Treasury SecuritySecurity with a principal amount equal to $1,000, subject to the Pledge of such interest by such Holder pursuant to the Pledge Agreement, and (2) the rights and obligations of the Holder thereof and the Company under one Purchase Contract. The Purchase Contract Agent is hereby authorized, as attorney‑in‑fact attorney-in-fact for, and on behalf of, the Holder of each Treasury Unit shall Unit, to pledge, pursuant to the Pledge Agreement, each undivided beneficial such Holder's interest in a the Treasury Security forming a part of represented by such Treasury Unit, Unit to the Collateral Agent Agent, for the benefit of the Company, and to grant to the Collateral Agent Agent, for the benefit of the Company, a security interest in the right, title, title and interest of such Holder in such undivided beneficial interest in a Treasury Security for the benefit of the Company, to secure the obligation of the Holder under one each Purchase Contract to pay the Stated Amount of such Purchase Contract and thereby purchase the shares of Common Stock. Prior to the purchase of shares of Common Stock under each any Purchase Contract, such Purchase Contract shall not entitle the Holder of a the Unit representing such Purchase Contract to any of the rights of a holder of shares of Common Stock, including, without limitation, the right to vote or receive any dividends or other payments or to consent or to receive notice as a shareholder in respect of the meetings of shareholders or for the election of directors of the Company or for any other matter, or any other rights whatsoever as a shareholder of the Company.

Rights and Obligations Evidenced by the Certificates. Each Corporate Unit Units Certificate shall evidence the number of Corporate Units specified therein, with each such Corporate Unit representing (1) the ownership by the Holder thereof of an a beneficial interest in a Debenture or the Applicable Ownership Owner ship Interest in Debentures or an Applicable Ownership Interest in of the Treasury Portfolio, as the case may be, subject to the Pledge of such Debenture or the Applicable Ownership Interest in Debentures or Applicable Ownership Interest in of the Treasury Portfolio (as specified in clause (i) of the definition of such term)Portfolio, as the case may be, by such Holder pursuant to the Pledge Agreement, and (2) the rights and obligations of the Holder thereof and the Company under one Purchase Contract. The Purchase Contract Agent as attorney‑in‑fact attorney-in-fact for, and on behalf of, the Holder of each Corporate Unit shall pledge, pursuant to the Pledge Agreement, each the Debenture or the Applicable Ownership Interest in Debentures or Applicable Ownership Interest in of the Treasury Portfolio (as specified in clause (i) of the definition of such term)Portfolio, as the case may be, forming a part of such Corporate Unit, to the Collateral Agent and grant to the Collateral Agent a security interest in the right, title, and interest of such Holder in such Debenture or the Applicable Ownership Interest in Debentures or such Applicable Ownership Interest in of the Treasury Portfolio (as specified in clause (i) of the definition of such term)Portfolio, as the case may be, for the benefit of the Company, to secure the obligation of the Holder under one each Purchase Contract to purchase the Common StockStock of the Company. Upon the formation of a Each Treasury Unit pursuant to Section 3.13, each Treasury Unit Units Certificate shall evidence the number of Treasury Units specified therein, with each such Treasury Unit representing (1) the ownership by the Holder thereof of a 5% 1/40, or 2.5%, undivided beneficial interest in a Treasury SecuritySecurity with a principal amount at maturity equal to $1,000, subject to the Pledge of such interest Treasury Security by such Holder pursuant to the Pledge Agreement, and (2) the rights and obligations of the Holder thereof and the Company under one Purchase Contract. The Purchase Contract Agent as attorney‑in‑fact attorney-in-fact for, and on behalf of, the Holder of each Treasury Unit shall pledge, pursuant to the Pledge Agreement, each undivided beneficial interest in a the Treasury Security forming a part of such Treasury Unit, to the Collateral Agent and grant to the Collateral Agent a security interest in the right, title, title and interest of such Holder in such undivided beneficial interest in a Treasury Security Security, for the benefit of the Company, to secure the obligation of the Holder under one each Purchase Contract to purchase the Common Stock. Prior to the purchase of shares of Common Stock under each Purchase Contract, such Purchase Contract shall not entitle the Holder of a Unit to any of the rights of a holder of shares of Common Stock, including, without limitation, the right to vote or receive any dividends or other payments or to consent or to receive notice as a shareholder in respect of the meetings of shareholders or for the election of directors of the Company or for any other matter, or any other rights whatsoever as a shareholder of the Company.