Common use of Appointment and Obligations of Remarketing Agent Clause in Contracts

Appointment and Obligations of Remarketing Agent. (a) The Company hereby appoints Xxxxxxx Xxxxx and Xxxxxxx Xxxxx hereby accepts such appointment, (i) as the Reset Agent to determine in consultation with the Company, in the manner provided for herein and in the Indenture (as in effect on the date of this Remarketing Agreement) with respect to the Notes, (1) the Reset Rate that, in the opinion of the Reset Agent, will, when applied to the Notes, enable the Applicable Principal Amount of the Notes to have an approximate aggregate market value of 100.5% of the Treasury Portfolio Purchase Price as of the Initial Remarketing Date, and (2) in the event of a Failed Initial Remarketing, the Reset Rate that, in the opinion of the Reset Agent, will, when applied to the Notes, enable a Note to have an approximate market value of 100.5% of its principal amount as of the third Business Day preceding the Purchase Contract Settlement Date, provided, in each case, that the Company, by notice to the Reset Agent prior to the tenth Business Day preceding May 17, 2004, in the case of the Initial Remarketing (as defined below), or the Purchase Contract Settlement Date, in the case of the Secondary Remarketing (as defined below), shall, if applicable, limit the Reset Rate so that it does not exceed the maximum rate permitted by applicable law) and (ii) as the exclusive Remarketing Agent (subject to the right of Xxxxxxx Xxxxx to appoint additional remarketing agents hereunder as described below) to (1) remarket the Notes of the Note holders electing to have their Notes remarketed and of the Income PRIDES holders on the Initial Remarketing Date, for settlement on May 17, 2004 and (2) in the case of a Failed Initial Remarketing, remarket the Notes of the Note holders electing to have their Notes remarketed or of the Income PRIDES holders who have not early settled the related Purchase Contracts and have failed to notify the Purchase Contract Agent, on or prior to the fifth Business Day immediately preceding the Purchase Contract Settlement Date, of their intention to settle the related Purchase Contracts through Cash Settlement. In connection with the remarketing contemplated hereby, the Remarketing Agent will enter into a Supplemental Remarketing Agreement (the "Supplemental Remarketing Agreement") with the Company and the Purchase Contract Agent, which shall either be (i) substantially in the form attached hereto as Exhibit A (with such changes as the Company and the Remarketing Agent may agree upon, it being understood that changes may be necessary in the representations, warranties, covenants and other provisions of the Supplemental Remarketing Agreement due to changes in law or facts and circumstances or in the event that Xxxxxxx Xxxxx is not the sole remarketing agent, and with such further changes therein as the Remarketing Agent may reasonably request, or (ii) in such other form as the Remarketing Agent may reasonably request, subject to the approval of the Company (such approval not to be unreasonably withheld). Anything herein to the contrary notwithstanding, Xxxxxxx Xxxxx shall not be obligated to act as Remarketing Agent or Reset Agent hereunder unless the Supplemental Remarketing Agreement is in form and substance reasonably satisfactory to Xxxxxxx Xxxxx. The Company agrees that Xxxxxxx Xxxxx shall have the right, on 15 Business Days notice to the Company, to appoint one or more additional remarketing agents so long as any such additional remarketing agents shall be reasonably acceptable to the Company. Upon any such appointment, the parties shall enter into an appropriate amendment to this Agreement to reflect the addition of any such remarketing agent.

Appointment and Obligations of Remarketing Agent. (a) The Company hereby appoints Xxxxxxx Xxxxx UBS Warburg LLC and Xxxxxxx Xxxxx UBS Warburg LLC hereby accepts such appointment, (i) as the Reset Agent to determine in consultation with the Company, in the manner provided for herein and in the Indenture and the Notes Terms (in each case as in effect on the date of this Remarketing Agreement) with respect to the Notes, (1) with respect to the Initial Remarketing Date or any Subsequent Remarketing Date, the Reset Rate that, in the opinion of the Reset Agent, will, when applied to the Notes, enable the Applicable Principal Amount of the Notes to have an approximate aggregate market value of 100.5% of the Treasury Portfolio Purchase Price as of the Initial Remarketing Date or any Subsequent Remarketing Date, and (2) in with respect to the event of a Failed Initial RemarketingFinal Remarketing Date, if applicable, the Reset Rate that, in the opinion of the Reset Agent, will, when applied to the Notes, enable a each Note to have an approximate market value of 100.5% of its principal amount as of the third Business Day preceding the Purchase Contract Settlement Final Remarketing Date, provided, in each case, that the Company, by notice to the Reset Agent prior to the tenth Business Day preceding May 17, 2004, in the case of the Initial Remarketing (as defined below), or the Purchase Contract Settlement applicable Reset Effective Date, in the case of the Secondary Remarketing (as defined below), shall, if applicable, limit the Reset Rate so that it does not exceed the maximum rate permitted by applicable law) and (ii) as the exclusive Remarketing Agent (subject to the right of Xxxxxxx Xxxxx the Remarketing Agent to appoint additional remarketing agents hereunder as described below) to (1) remarket the Notes of the Note holders electing to have their Notes remarketed and of the Income PRIDES Corporate Units holders on the Initial Remarketing Date or any Subsequent Remarketing Date, as the case may be, for settlement on May 17the third Business Day thereafter, 2004 and (2) in the case of a Failed Initial Remarketingevent that the Notes have not been successfully remarketed before the Final Remarketing Date, remarket the Notes of the Note holders electing to have their Notes remarketed or of the Income PRIDES Corporate Units holders who have not early settled elected Early Settlement of the related Purchase Contracts and have failed to notify the Purchase Contract Agent, on or prior to the fifth Business Day immediately preceding the Purchase Contract Settlement Date, of their intention to settle elect Cash Settlement of the related Purchase Contracts through Cash Settlement. In connection with the remarketing contemplated hereby, the Remarketing Agent will enter into a Supplemental Remarketing Agreement (the "Supplemental Remarketing Agreement") with the Company and the Purchase Contract Agent, which shall either be (i) substantially in the form attached hereto as Exhibit A (with such changes as the Company and the Remarketing Agent may agree upon, it being understood that changes may be necessary in the representations, warranties, covenants and other provisions of the Supplemental Remarketing Agreement due to changes in law or facts and circumstances or in the event that Xxxxxxx Xxxxx is not the sole remarketing agent, and with such further changes therein as the Remarketing Agent may reasonably request, or (ii) in such other form as the Remarketing Agent may reasonably request, subject to the approval of the Company (such approval not to be unreasonably withheld). Anything herein to the contrary notwithstanding, Xxxxxxx Xxxxx shall not be obligated to act as Remarketing Agent or Reset Agent hereunder unless the Supplemental Remarketing Agreement is in form and substance reasonably satisfactory to Xxxxxxx Xxxxx. The Company agrees that Xxxxxxx Xxxxx shall have the right, on 15 Business Days notice to the Company, to appoint one or more additional remarketing agents so long as any such additional remarketing agents shall be reasonably acceptable to the Company. Upon any such appointment, the parties shall enter into an appropriate amendment to this Agreement to reflect the addition of any such remarketing agentContracts.

Appointment and Obligations of Remarketing Agent. (a) The Company hereby appoints Xxxxxxx Xxxxx [ ] and Xxxxxxx Xxxxx [ ] hereby accepts such appointment, (i) as the Reset Remarketing Agent to determine determine, in consultation with the Company, in the manner provided for herein and in the Indenture (as in effect on the date of this Remarketing Agreement) with respect to the Notes, (1) the Reset Remarketing Rate that, in the opinion of the Reset Remarketing Agent, will, when applied to the NotesNotes (assuming, even if not true, that all of the Notes are included in the remarketing), enable the Applicable Principal Amount then current aggregate market value of the Notes to have an approximate aggregate market a value of 100.5equal to at least 100.50% of the Treasury Portfolio Purchase Price Remarketing Value as of the Initial Remarketing Date or as of any Subsequent Remarketing Date, and (2) in as the event of a Failed Initial Remarketingcase may be, the Reset Rate that, in the opinion of the Reset Agent, will, when applied to the Notes, enable a Note to have an approximate market value of 100.5% of its principal amount as of the third Business Day preceding the Purchase Contract Settlement Date, provided, in each case, provided that the Company, by notice to the Reset Remarketing Agent prior to (A) the tenth [tenth] Business Day preceding May 17the Remarketing Date, with respect to any remarketing to occur on either the Remarketing Date or the two Business Days immediately following such Remarketing Date, (B) the [thirteenth] Business Day preceding October 1, 2004 with respect to any remarketing to occur on any of the three Business Days immediately preceding October 1, 2004, in or (C) the case [thirteenth] Business Day preceding the Stock Purchase Date with respect to any remarketing to occur on any of the Initial Remarketing (as defined below), or the three Business Days immediately preceding such Stock Purchase Contract Settlement Date, in the case of the Secondary Remarketing (as defined below), shall, if applicable, limit the Reset Remarketing Rate so that it does not exceed the maximum rate permitted by applicable law) , and (ii) as the exclusive Remarketing Agent (subject to the right of Xxxxxxx Xxxxx such Remarketing Agent to appoint additional remarketing agents hereunder as described below) to (1) remarket the Notes of to be included in the Note holders electing to have their Notes remarketed and of the Income PRIDES holders remarketing on the Initial Remarketing Date or any Subsequent Remarketing Date, for settlement on May 17, 2004 and (2) in as the case of a Failed Initial Remarketing, remarket the Notes of the Note holders electing to have their Notes remarketed or of the Income PRIDES holders who have not early settled the related Purchase Contracts and have failed to notify the Purchase Contract Agent, on or prior to the fifth Business Day immediately preceding the Purchase Contract Settlement Date, of their intention to settle the related Purchase Contracts through Cash Settlement. In connection with the remarketing contemplated hereby, the Remarketing Agent will enter into a Supplemental Remarketing Agreement (the "Supplemental Remarketing Agreement") with the Company and the Purchase Contract Agent, which shall either be (i) substantially in the form attached hereto as Exhibit A (with such changes as the Company and the Remarketing Agent may agree upon, it being understood that changes may be necessary in the representations, warranties, covenants and other provisions of the Supplemental Remarketing Agreement due to changes in law or facts and circumstances or in the event that Xxxxxxx Xxxxx is not the sole remarketing agent, and with such further changes therein as the Remarketing Agent may reasonably request, or (ii) in such other form as the Remarketing Agent may reasonably request, subject to the approval of the Company (such approval not to be unreasonably withheld). Anything herein to the contrary notwithstanding, Xxxxxxx Xxxxx shall not be obligated to act as Remarketing Agent or Reset Agent hereunder unless the Supplemental Remarketing Agreement is in form and substance reasonably satisfactory to Xxxxxxx Xxxxxbe. The Company agrees that Xxxxxxx Xxxxx the Remarketing Agent shall have the right, on 15 Business Days notice to the Company, to appoint one or more additional remarketing agents so long as any such additional remarketing agents shall be reasonably acceptable to the Company. Upon any such appointment, the parties shall enter into an appropriate amendment to this Agreement to reflect the addition of any such remarketing agent.

Appointment and Obligations of Remarketing Agent. (a) The Company hereby appoints Xxxxxxx Xxxxx [ ] and Xxxxxxx Xxxxx [ ] hereby accepts such appointment, (i) as the Reset Remarketing Agent to determine determine, in consultation with the Company, in the manner provided for herein and in the Indenture (as in effect on the date of this Remarketing Agreement) with respect to the Notes, (1) the Reset Rate that, in the opinion of the Reset Agent, will, when applied to the Notes, enable the Applicable Principal Amount of the Notes to have an approximate aggregate market value of 100.5% of the Treasury Portfolio Purchase Price as of the Initial Remarketing Date, and (2) in the event of a Failed Initial Remarketing, the Reset Rate that, in the opinion of the Reset Remarketing Agent, will, when applied to the NotesNotes (assuming, even if not true, that all of the Notes are included in the remarketing), enable a Note to have an approximate the then current aggregate market value of the Notes to have a value equal to at least 100.5% of its principal amount the Remarketing Value as of the third Business Day preceding the Purchase Contract Settlement Remarketing Date or as of any Subsequent Remarketing Date, providedas the case may be, in each case, provided that the Company, by notice to the Reset Remarketing Agent prior to (A) the tenth Business Day preceding May 17the Remarketing Date, 2004with respect to any remarketing to occur on either the Remarketing Date or the two Business Days immediately following such Remarketing Date, in (B) the case thirteenth Business Day preceding with respect to any remarketing to occur on any of the Initial Remarketing (as defined below)three Business Days immediately preceding , or (C) the thirteenth Business Day preceding the Stock Purchase Contract Settlement Date, in the case Date with respect to any remarketing to occur on any of the Secondary Remarketing (as defined below)three Business Days immediately preceding the Stock Purchase Date, shall, if applicable, limit the Reset Rate so that it does not exceed the maximum rate permitted by applicable law) , and (ii) as the exclusive Remarketing Agent (subject to the right of Xxxxxxx Xxxxx such Remarketing Agent to appoint additional remarketing agents hereunder as described below) to (1) remarket the Notes of to be included in the Note holders electing to have their Notes remarketed and of the Income PRIDES holders remarketing on the Initial Remarketing Date or any Subsequent Remarketing Date, for settlement on May 17, 2004 and (2) in as the case of a Failed Initial Remarketing, remarket the Notes of the Note holders electing to have their Notes remarketed or of the Income PRIDES holders who have not early settled the related Purchase Contracts and have failed to notify the Purchase Contract Agent, on or prior to the fifth Business Day immediately preceding the Purchase Contract Settlement Date, of their intention to settle the related Purchase Contracts through Cash Settlementmay be. In connection with the remarketing contemplated hereby, the The Remarketing Agent will enter into a Supplemental Remarketing Agreement (the "Supplemental Remarketing Agreement") with the Company and the Purchase Contract Agent, which shall either be (i) substantially in the form attached hereto as Exhibit A (with such changes as the Company and the Remarketing Agent may agree upon, it being understood that changes may be necessary in the representations, warranties, covenants and other provisions of the Supplemental Remarketing Agreement due to changes in law or facts and circumstances or in the event that Xxxxxxx Xxxxx is not the sole remarketing agent, and with such further changes therein as the Remarketing Agent may reasonably request, or (ii) in such other form as the Remarketing Agent may reasonably request, subject to the approval of the Company (such approval not to be unreasonably withheld). Anything herein to the contrary notwithstanding, Xxxxxxx Xxxxx shall not be obligated to act as Remarketing Agent or Reset Agent hereunder unless the Supplemental Remarketing Agreement is in form and substance reasonably satisfactory to Xxxxxxx Xxxxx. The Company agrees that Xxxxxxx Xxxxx shall have the right, on 15 Business Days Days' notice to the Company, to appoint one or more additional remarketing agents so long as any such additional remarketing agents shall be reasonably acceptable to the Company. Upon any such appointment, the parties shall enter into an appropriate amendment to this Agreement to reflect the addition of any such remarketing agent.

Appointment and Obligations of Remarketing Agent. (a) The Company hereby appoints Xxxxxxx Xxxxx and Xxxxxxx Xxxxx hereby Merrxxx Xxxcx xxx Merrxxx Xxxcx xxxeby accepts such appointment, (i) as the Reset Agent to determine in consultation with the Company, in the manner provided for herein and in the Indenture (as in effect on the date of this Remarketing Agreement) with respect to the NotesDebentures, (1) the Reset Rate that, in the opinion of the Reset Agent, will, when applied to the NotesDebentures, enable the Applicable Principal Amount of the Notes Debentures to have an approximate aggregate market value of 100.5% of the Treasury Portfolio Purchase Price as of the Initial Remarketing Date, and (2) in the event of a Failed Initial Remarketing, the Reset Rate that, in the opinion of the Reset Agent, will, when applied to the NotesDebentures, enable a Note Debenture to have an approximate market value of 100.5% of its principal amount as of the third Business Day preceding the Purchase Contract Settlement Date, provided, in each case, that the Company, by notice to the Reset Agent prior to the tenth Business Day preceding May 17_____, 20042003, in the case of the Initial Remarketing (as defined below), or the Purchase Contract Settlement Date, in the case of the Secondary Remarketing (as defined below), shall, if applicable, limit the Reset Rate so that it does not exceed the maximum rate permitted by applicable law) and (ii) as the exclusive Remarketing Agent (subject to the right of Xxxxxxx Xxxxx to Merrxxx Xxxcx xx appoint additional remarketing agents hereunder as described below) to (1) remarket the Notes Debentures of the Note Debenture holders electing to have their Notes Debentures remarketed and of the Income PRIDES Corporate Units holders on the Initial Remarketing Date, for settlement on May 17____________, 2004 2003 and (2) in the case of a Failed Initial Remarketing, remarket the Notes Debentures of the Note Debenture holders electing to have their Notes Debentures remarketed or of the Income PRIDES Corporate Units holders who have not early settled the related Purchase Contracts and have failed to notify the Purchase Contract Agent, on or prior to the fifth Business Day immediately preceding the Purchase Contract Settlement Date, of their intention to settle the related Purchase Contracts through Cash Settlement. In connection with the remarketing contemplated hereby, the Remarketing Agent will enter into a Supplemental Remarketing Agreement (the "Supplemental Remarketing Agreement") with the Company and the Purchase Contract Agent, which shall either be (i) substantially in the form attached hereto as Exhibit A (with such changes as the Company and the Remarketing Agent may agree upon, it being understood that changes may be necessary in the representations, warranties, covenants and other 4 provisions of the Supplemental Remarketing Agreement due to changes in law or facts and circumstances or in the event that Xxxxxxx Xxxxx is Merrxxx Xxxcx xx not the sole remarketing agent, and with such further changes therein as the Remarketing Agent may reasonably request, or (ii) in such other form as the Remarketing Agent may reasonably request, subject to the approval of the Company (such approval not to be unreasonably withheld). Anything herein to the contrary notwithstanding, Xxxxxxx Xxxxx shall Merrxxx Xxxcx xxxll not be obligated to act as Remarketing Agent or Reset Agent hereunder unless the Supplemental Remarketing Agreement is in form and substance reasonably satisfactory to Xxxxxxx XxxxxMerrxxx Xxxcx. The Xxe Company agrees that Xxxxxxx Xxxxx shall Merrxxx Xxxcx xxxll have the right, on 15 Business Days notice to the Company, to appoint one or more additional remarketing agents so long as any such additional remarketing agents shall be reasonably acceptable to the Company. Upon any such appointment, the parties shall enter into an appropriate amendment to this Agreement to reflect the addition of any such remarketing agent.

Appointment and Obligations of Remarketing Agent. (a) The Company hereby appoints Xxxxxxx Xxxxx Goldman, Sachs & Co., and Xxxxxxx Xxxxx Goldman, Sachs & Co. hereby accepts such appointmentaxxxxxxxent, to the extent xxxxxxxed xx xpplicable law, (i) as the Reset Remarketing Agent to determine determine, in consultation with the Company, in the manner provided for herein and in the Purchase Contract Agreement, the Pledge Agreement, the Indenture (as in effect on the date of this Remarketing Agreement) with respect to and the Notes, (1) the Reset Remarketing Rate that, in the opinion view of the Reset Remarketing Agent, will, when applied to the NotesNotes (assuming, even if not true, that all of the Notes are included in the remarketing), enable the Applicable Principal Amount then current aggregate market value of the Notes to have an approximate aggregate market a value of 100.5equal to at least 100.25% of the Treasury Portfolio Purchase Price Remarketing Value as of the Initial Remarketing Date or as of any Subsequent Remarketing Date, and (2) in as the event of a Failed Initial Remarketingcase may be, the Reset Rate that, in the opinion of the Reset Agent, will, when applied to the Notes, enable a Note to have an approximate market value of 100.5% of its principal amount as of the third Business Day preceding the Purchase Contract Settlement Date, provided, in each case, provided that the Company, by written notice to the Reset Remarketing Agent prior to (A) the tenth Business Day preceding May 17the Remarketing Date, 2004with respect to any remarketing to occur on either the Remarketing Date or the two Business Days immediately following such Remarketing Date, in (B) the case thirteenth Business Day preceding April 1, 2005 with respect to any remarketing to occur on any of the Initial Remarketing (as defined below)three Business Days immediately preceding April 1, 2005, or (C) the thirteenth Business Day preceding the Stock Purchase Contract Settlement Date with respect to any remarketing to occur on the third Business Day immediately preceding the Stock Purchase Date, in the case of the Secondary Remarketing (as defined below), shall, if applicable, limit the Reset Remarketing Rate so that it does not exceed the maximum rate permitted by applicable law) , and (ii) as the exclusive Remarketing Agent (subject to the right of Xxxxxxx Xxxxx such Remarketing Agent to appoint additional remarketing agents hereunder as described below) to (1) use commercially reasonable best efforts to remarket the Notes of to be included in the Note holders electing to have their Notes remarketed and of the Income PRIDES holders remarketing on the Initial Remarketing Date or any Subsequent Remarketing Date, for settlement on May 17, 2004 and (2) in as the case of a Failed Initial Remarketing, remarket the Notes of the Note holders electing to have their Notes remarketed or of the Income PRIDES holders who have not early settled the related Purchase Contracts and have failed to notify the Purchase Contract Agent, on or prior to the fifth Business Day immediately preceding the Purchase Contract Settlement Date, of their intention to settle the related Purchase Contracts through Cash Settlement. In connection with the remarketing contemplated hereby, the Remarketing Agent will enter into a Supplemental Remarketing Agreement (the "Supplemental Remarketing Agreement") with the Company and the Purchase Contract Agent, which shall either be (i) substantially in the form attached hereto as Exhibit A (with such changes as the Company and the Remarketing Agent may agree upon, it being understood that changes may be necessary in the representations, warranties, covenants and other provisions of the Supplemental Remarketing Agreement due to changes in law or facts and circumstances or in the event that Xxxxxxx Xxxxx is not the sole remarketing agent, and with such further changes therein as the Remarketing Agent may reasonably request, or (ii) in such other form as the Remarketing Agent may reasonably request, subject to the approval of the Company (such approval not to be unreasonably withheld). Anything herein to the contrary notwithstanding, Xxxxxxx Xxxxx shall not be obligated to act as Remarketing Agent or Reset Agent hereunder unless the Supplemental Remarketing Agreement is in form and substance reasonably satisfactory to Xxxxxxx Xxxxxbe. The Company agrees that Xxxxxxx Xxxxx the Remarketing Agent shall have the right, on 15 Business Days written notice to the Company, to appoint one or more additional remarketing agents so long as any such additional remarketing agents shall be reasonably acceptable to the Company. Upon any such appointment, the parties shall enter into an appropriate amendment to this Agreement to reflect the addition of any such remarketing agent.

Appointment and Obligations of Remarketing Agent. (a) The Company hereby appoints [Xxxxxxx Xxxxx Xxxxx] and [Xxxxxxx Xxxxx Xxxxx] hereby accepts such appointment, (i) as the Reset Agent to determine in consultation with the Company, in the manner provided for herein and in the Indenture (as in effect on the date of this Remarketing Agreement) with respect to the Notes, (1) the Reset Rate that, in the opinion of the Reset Agent, will, when applied to the Notes, enable the Applicable Principal Amount of the Notes to have an approximate aggregate market value of 100.5% of the Treasury Portfolio Purchase Price as of the Initial Remarketing Date, and (2) in the event of a Failed Initial Remarketing, the Reset Rate that, in the opinion of the Reset Agent, will, when applied to the Notes, enable a Note to have an approximate market value of 100.5% of its principal amount as of the third Business Day preceding the Purchase Contract Settlement Date, provided, in each case, that the Company, by notice to the Reset Agent prior to the tenth Business Day preceding May August 17, 2004, in the case of the Initial Remarketing (as defined below), or the Purchase Contract Settlement Date, in the case of the Secondary Remarketing (as defined below), shall, if applicable, limit the Reset Rate so that it does not exceed the maximum rate permitted by applicable law) and (ii) as the exclusive Remarketing Agent (subject to the right of Xxxxxxx Xxxxx to appoint additional remarketing agents hereunder as described below) to (1) remarket the Notes of the Note holders electing to have their Notes remarketed and of the Income PRIDES holders on the Initial Remarketing Date, for settlement on May August 17, 2004 and (2) in the case of a 2 Failed Initial Remarketing, remarket the Notes of the Note holders electing to have their Notes remarketed or of the Income PRIDES holders who have not early settled the related Purchase Contracts and have failed to notify the Purchase Contract Agent, on or prior to the fifth Business Day immediately preceding the Purchase Contract Settlement Date, of their intention to settle the related Purchase Contracts through Cash Settlement. In connection with the remarketing contemplated hereby, the Remarketing Agent will enter into a Supplemental Remarketing Agreement (the "Supplemental Remarketing Agreement") with the Company and the Purchase Contract Agent, which shall either be (i) substantially in the form attached hereto as Exhibit A (with such changes as the Company and the Remarketing Agent may agree upon, it being understood that changes may be necessary in the representations, warranties, covenants and other provisions of the Supplemental Remarketing Agreement due to changes in law or facts and circumstances or in the event that Xxxxxxx Xxxxx is not the sole remarketing agent, and with such further changes therein as the Remarketing Agent may reasonably request, or (ii) in such other form as the Remarketing Agent may reasonably request, subject to the approval of the Company (such approval not to be unreasonably withheld). Anything herein to the contrary notwithstanding, Xxxxxxx Xxxxx shall not be obligated to act as Remarketing Agent or Reset Agent hereunder unless the Supplemental Remarketing Agreement is in form and substance reasonably satisfactory to Xxxxxxx Xxxxx. The Company agrees that Xxxxxxx Xxxxx shall have the right, on 15 Business Days notice to the Company, to appoint one or more additional remarketing agents so long as any such additional remarketing agents shall be reasonably acceptable to the Company. Upon any such appointment, the parties shall enter into an appropriate amendment to this Agreement to reflect the addition of any such remarketing agent.Supplemental

Appointment and Obligations of Remarketing Agent. (a) The Company hereby appoints Xxxxxxx Xxxxx and Xxxxxxx Xxxxx hereby accepts such appointment, (i) as the Reset Agent to determine in consultation with the Company, in the manner provided for herein and in the Indenture (as in effect on the date of this Remarketing Agreement) Declaration with respect to the NotesTrust Securities and the Indenture with respect to the Debentures, (1) the Reset Rate thatRate, that in the opinion of the Reset Agent, will, when applied to the NotesTrust Securities (and, enable the Applicable Principal Amount of the Notes to have an approximate aggregate market value of 100.5% of the Treasury Portfolio Purchase Price as of the Initial Remarketing Date, and (2) in the event of a Failed Initial Remarketingthus, the Reset Rate that, in the opinion of the Reset Agent, will, when applied to the NotesDebentures), enable a Note Trust Security (and, thus, a Debenture), to have an approximate market value of approximately 100.5% of its principal the aggregate stated liquidation amount as of the third Business Day preceding the Purchase Contract Settlement Date, provided, in each case, that the Company, by notice to the Reset Agent prior to the tenth Business Day preceding May 17, 2004, in the case of such Trust Security and the Initial Remarketing (as defined below), or the Purchase Contract Settlement Date, aggregate principal amount in the case of the Secondary Remarketing (as defined below)such Debenture, shall, if applicable, limit the Reset Rate so that it does not exceed the maximum rate permitted by applicable law) and (ii) as the exclusive Remarketing Agent (subject to the right of Xxxxxxx Xxxxx to appoint additional remarketing agents hereunder as described below) to (1) remarket the Notes Preferred Securities, or the Debentures, as the case may be, provided that the Company may limit such Reset Rate to be no higher than the rate on the Two-Year Benchmark Treasury plus 200 basis points (2%), as the case may be, of the Note such Preferred Security or Debenture holders electing to have their Notes remarketed and of the Income PRIDES holders on the Initial Remarketing DatePreferred Securities or Debentures remarketed, for settlement on May 17, 2004 and (2) in the case of a Failed Initial Remarketing, remarket the Notes of the Note holders electing to have their Notes remarketed or of the such Income PRIDES holders who have not early settled the related Purchase Contracts and have failed to notify the Purchase Contract Agent, on or prior to the fifth Business Day immediately preceding the Purchase Contract Settlement Date, of their intention to settle the related Purchase Contracts through Cash Settlement. In connection , for settlement on the Purchase Contract Settlement Date, pursuant to the Remarketing Underwriting Agreement with the remarketing contemplated herebyCompany, the Remarketing Agent will enter into a Supplemental Remarketing Agreement (the "Supplemental Remarketing Agreement") with the Company Trust and the Purchase Contract Agent, which shall either be (i) substantially in the form attached hereto as Exhibit A (with such changes as the Company Company, the Purchase Contract Agent and the Remarketing Agent may agree upon, it being understood that changes may be necessary in the representations, warranties, covenants and other provisions of the Supplemental Remarketing Underwriting Agreement due to changes in law or facts and circumstances or in circumstances). Pursuant to the event that Xxxxxxx Xxxxx is not Remarketing Underwriting Agreement, the Remarketing Agent, either as the sole remarketing agent, and with such further changes therein underwriter or as the representative of a syndicate including the Remarketing Agent may reasonably request, and one or (ii) in such more other form as remarketing underwriters designated by the Remarketing Agent may reasonably requestAgent, will agree, subject to the approval terms and conditions set forth therein, that the Remarketing Agent and any such other remarketing underwriters will purchase severally the Preferred Securities or the Debentures, as the case may be, to be sold by the holder or holders of Preferred Securities or Income PRIDES on the third Business Day immediately preceding the Purchase Contract Settlement Date and use their reasonable efforts to remarket such Preferred Securities or the Debentures, as the case may be, (such purchase and remarketing being hereinafter referred to as the "Remarketing"), at a price of approximately 100.5% of such Preferred Securities aggregate stated liquidation amount plus any accrued and unpaid distributions (including any deferred distributions) and in the case of Debentures, at a price of approximately 100.5% of such Debentures aggregate principal amount plus any accrued and unpaid interest (including any deferred interest). Notwithstanding the preceding sentence, the Remarketing Agent shall not remarket any Preferred Securities or Debentures, as the case may be, for a price less than 100% of the Company (aggregate stated liquidation amount or aggregate principal amount of such approval not to Preferred Securities or Debentures, respectively, plus accumulated and unpaid distributions or accrued and unpaid interest, as the case may be. The proceeds of such remarketing shall be unreasonably withheld). Anything herein paid to the contrary notwithstanding, Xxxxxxx Xxxxx shall not be obligated to act as Remarketing Collateral Agent or Reset Agent hereunder unless in accordance with Section 4.6 of the Supplemental Remarketing Pledge Agreement is in form and substance reasonably satisfactory to Xxxxxxx Xxxxx. The Company agrees that Xxxxxxx Xxxxx shall have Section 5.4 of the right, on 15 Business Days notice to the Company, to appoint one or more additional remarketing agents so long as any such additional remarketing agents shall be reasonably acceptable to the Company. Upon any such appointment, the parties shall enter into an appropriate amendment to this Purchase Contract Agreement to reflect the addition (each of any such remarketing agentwhich Sections are incorporated herein by reference).

Appointment and Obligations of Remarketing Agent. (a) The Company hereby appoints Xxxxxxx Xxxxx Barney Inc. and Xxxxxxx Xxxxx Xxxxxx Inc. hereby accepts such appointment, (i) as the Reset Remarketing Agent to determine determine, in consultation with the Company, in the manner provided for herein herein, in the Forward Purchase Contract Agreement and in the Indenture (as in effect on the date of this Remarketing Agreement) with respect to the Notes, (1) the Reset Rate that, in the opinion of the Reset Remarketing Agent, will, when applied to the Notes, enable the Applicable Principal Amount then current aggregate market value of the Notes to have an approximate aggregate market a value of 100.5equal to approximately, but not less than, 100.25% of the Treasury Portfolio Purchase Price Remarketing Value as of the Initial Remarketing Date or as of any Subsequent Remarketing Date, and (2) in as the event of a Failed Initial Remarketingcase may be, the Reset Rate that, in the opinion of the Reset Agent, will, when applied to the Notes, enable a Note to have an approximate market value of 100.5% of its principal amount as of the third Business Day preceding the Purchase Contract Settlement Date, provided, in each case, provided that the Company, by notice to the Reset Remarketing Agent prior to (A) the tenth Business Day preceding May 17the Remarketing Date, 2004with respect to any remarketing to occur on either the Remarketing Date or the two Business Days immediately following such Remarketing Date, in (B) the case fifth Business Day preceding June 16, 2005, with respect to any remarketing to occur on any of the Initial Remarketing three Business Days immediately preceding June 16, 2005, (as defined below)C) the fifth Business Day preceding July 16, or the Purchase Contract Settlement Date, in the case 2005 with respect to any remarketing to occur on any of the Secondary Remarketing three Business Days immediately preceding July 16, 2005 or (as defined below)D) the fifth Business Day preceding August 12, 2005, with respect to any remarketing to occur on any of the three Business Days immediately preceding August 12, 2005, shall, if applicable, limit the Reset Rate so that it does not exceed the maximum rate permitted by applicable law) , and (ii) as the exclusive Remarketing Agent (subject to the right of Xxxxxxx Xxxxx such Remarketing Agent to appoint additional remarketing agents hereunder as described below) to (1) remarket the Notes of to be included in the Note holders electing to have their Notes remarketed and of the Income PRIDES holders remarketing on the Initial Remarketing DateDate or during any subsequent Remarketing Period, for settlement on May 17, 2004 and (2) in as the case of a Failed Initial Remarketing, remarket the Notes of the Note holders electing to have their Notes remarketed or of the Income PRIDES holders who have not early settled the related Purchase Contracts and have failed to notify the Purchase Contract Agent, on or prior to the fifth Business Day immediately preceding the Purchase Contract Settlement Date, of their intention to settle the related Purchase Contracts through Cash Settlementmay be. In connection with the remarketing contemplated hereby, the The Remarketing Agent will enter into a Supplemental Remarketing Agreement (the "Supplemental Remarketing Agreement") with the Company and the Purchase Contract Agent, which shall either be (i) substantially in the form attached hereto as Exhibit A (with such changes as the Company and the Remarketing Agent may agree upon, it being understood that changes may be necessary in the representations, warranties, covenants and other provisions of the Supplemental Remarketing Agreement due to changes in law or facts and circumstances or in the event that Xxxxxxx Xxxxx is not the sole remarketing agent, and with such further changes therein as the Remarketing Agent may reasonably request, or (ii) in such other form as the Remarketing Agent may reasonably request, subject to the approval of the Company (such approval not to be unreasonably withheld). Anything herein to the contrary notwithstanding, Xxxxxxx Xxxxx shall not be obligated to act as Remarketing Agent or Reset Agent hereunder unless the Supplemental Remarketing Agreement is in form and substance reasonably satisfactory to Xxxxxxx Xxxxx. The Company agrees that Xxxxxxx Xxxxx shall have the right, on 15 Business Days Days' notice to the Company, to appoint one or more additional remarketing agents so long as any such additional remarketing agents shall be reasonably acceptable to the Company. Upon any such appointment, the parties shall enter into an appropriate amendment to this Agreement to reflect the addition of any such additional remarketing agent.

Appointment and Obligations of Remarketing Agent. (a) The Company hereby appoints Xxxxxxx Xxxxx ___________, and Xxxxxxx Xxxxx ___________ hereby accepts such appointment, as (i) as the Reset Agent reset agent to determine in consultation with the Company, in the manner provided for herein and in the First Supplemental Indenture (as in effect on the date of this Remarketing Agreement) with respect to the Senior Notes, (1) the Reset Rate that, in the opinion of the Reset Remarketing Agent, will, when applied to the Senior Notes, enable the Applicable Principal Amount of the Senior Notes to have an approximate aggregate market value of 100.5approximately 100.25% of the Treasury Portfolio Purchase Price as of the Initial Remarketing Date, and (2) in the event of a Failed Initial Remarketing, the Reset Rate that, in the opinion of the Reset Remarketing Agent, will, when applied to the Senior Notes, enable the Applicable Principal Amount of the Senior Notes to have an approximate aggregate market value of approximately 100.25% of the Treasury Portfolio Purchase Price as of the Second Remarketing Date, (3) in the event of a Failed Second Remarketing, the Reset Rate that, in the opinion of the Remarketing Agent, will, when applied to the Senior Notes, enable the Applicable Principal Amount of the Senior Notes to have an approximate aggregate market value of approximately 100.25% of the Treasury Portfolio Purchase Price as of the Third Remarketing Date, (4) in the event of a Failed Third Remarketing, unless a Final Failed Remarketing occurs, the Reset Rate that, in the opinion of the Remarketing Agent, will, when applied to the Senior Notes, enable a Senior Note to have an approximate market value of 100.5approximately 100.25% of its the aggregate principal amount of the Senior Notes as of the third Business Day preceding the Purchase Contract Settlement Date, and (5) in the event of a Final Failed Remarketing, the Reset Rate that will be equal to the sum of the Reset Spread and the rate of interest on the Two-Year Benchmark Treasury in effect on the Final Remarketing Date, provided, in each case, that the Company, by notice to the Reset Remarketing Agent prior to the tenth Business Day preceding May 17February 15, 20042005, in the case of the Initial Remarketing, March 15, 2005, in the case of the Second Remarketing, April 15, 2005, in the case of the Third Remarketing (as defined below), or the Purchase Contract Settlement Date, in the case of the Secondary Remarketing (as defined below)Final Remarketing, shall, if applicable, limit the Reset Rate so that it does not exceed the maximum rate permitted by applicable law) law and (ii) as the exclusive Remarketing Agent remarketing agent (subject to the right of Xxxxxxx Xxxxx _________ to appoint additional remarketing agents hereunder as or described below) to (1) remarket the Senior Notes of the Senior Note holders electing to have their Senior Notes remarketed and of the Income PRIDES Corporate Units holders on the Initial Remarketing Date, for settlement on May 17February 15, 2004 and 2005, (2) in the case of a Failed Initial Remarketing, remarket the Senior Notes of the Senior Note holders electing to have their Senior Notes remarketed or and of the Income PRIDES Corporate Units holders on the Second Remarketing Date, for settlement on March 15, 2005, (3) in the case of a Failed Second Remarketing, remarket the Senior Notes of the Senior Note holders electing to have their Senior Notes remarketed and of the Corporate Units holders on the Third Remarketing Date, for settlement on April 15, 2005 and (4) in the case of a Failed Third Remarketing, remarket the Senior Notes of the Senior Noteholders electing to have their Senior Notes remarketed and of the Corporate Units holders who have not early settled the related Purchase Contracts and have failed to notify the Purchase Contract Agent, on or prior to the fifth Business Day immediately preceding the Purchase Contract Settlement Date, of their intention to settle the related Purchase Contracts through Cash SettlementSettlement on the fourth Business Day immediately preceding the Purchase Contract Settlement Date (or have so notified the Purchase Contract Agent, but have not paid the Purchase Price on or prior to the fourth Business Day immediately preceding the Purchase Contract Settlement Date). In connection with the remarketing contemplated hereby, the Remarketing Agent will enter into a Supplemental Remarketing Agreement (the "Supplemental Remarketing Agreement") with the Company and the Purchase Contract Agent, which shall either be (i) substantially in the form attached hereto as Exhibit A (with such changes as the Company and the Remarketing Agent may agree upon, it being understood that changes may be necessary in the representations, warranties, covenants and other provisions of the Supplemental Remarketing Agreement due to changes in law or facts and circumstances or in the event that Xxxxxxx Xxxxx the ____________ is not the sole remarketing agent, and with such further changes therein as the Remarketing Agent may reasonably request), or (ii) in such other form as the Remarketing Agent may reasonably request, subject to the approval of the Company (such approval not to be unreasonably withheld)Company. Anything herein to the contrary notwithstanding, Xxxxxxx Xxxxx to the extent that the parties hereto are unable to agree on the form or substance of the Supplemental Remarketing Agreement, ___________ shall not be obligated to act as Remarketing Agent or Reset Agent hereunder unless the Supplemental Remarketing Agreement is in form and substance reasonably satisfactory to Xxxxxxx Xxxxxhereunder. The Company agrees that Xxxxxxx Xxxxx ___________ shall have the right, on 15 Business Days Days' notice to the Company, to appoint one or more additional remarketing agents so long as any such additional remarketing agents shall be reasonably acceptable to the Company. Upon any such appointment, the parties shall enter into an appropriate amendment to this Agreement to reflect the addition of any such remarketing agent.

Appointment and Obligations of Remarketing Agent. (a) The Company hereby appoints Xxxxxxx Xxxxx [ ] and Xxxxxxx Xxxxx [ ] hereby accepts such appointment, (i) as the Reset Remarketing Agent to determine determine, in consultation with the Company, in the manner provided for herein and in the Indenture (as in effect on the date of this Remarketing Agreement) with respect to the Notes, (1) the Reset Rate that, in the opinion of the Reset Remarketing Agent, will, when applied to the NotesNotes (assuming, even if not true, that all of the Notes are included in the remarketing), enable the Applicable Principal Amount then current aggregate market value of the Notes to have an approximate aggregate market a value of 100.5equal to at least 100.50% of the Treasury Portfolio Purchase Price Remarketing Value as of the Initial Remarketing Date or as of any Subsequent Remarketing Date, and (2) in as the event of a Failed Initial Remarketingcase may be, the Reset Rate that, in the opinion of the Reset Agent, will, when applied to the Notes, enable a Note to have an approximate market value of 100.5% of its principal amount as of the third Business Day preceding the Purchase Contract Settlement Date, provided, in each case, provided that the Company, by notice to the Reset Remarketing Agent prior to (A) the tenth [tenth] Business Day preceding May 17the Remarketing Date, with respect to any remarketing to occur on either the Remarketing Date or the two Business Days immediately following such Remarketing Date, (B) the [thirteenth] Business Day preceding October 1, 2004 with respect to any remarketing to occur on any of the three Business Days immediately preceding October 1, 2004, in or (C) the case [thirteenth] Business Day preceding the Stock Purchase Date with respect to any remarketing to occur on any of the Initial Remarketing (as defined below), or the three Business Days immediately preceding such Stock Purchase Contract Settlement Date, in the case of the Secondary Remarketing (as defined below), shall, if applicable, limit the Reset Rate so that it does not exceed the maximum rate permitted by applicable law) , and (ii) as the exclusive Remarketing Agent (subject to the right of Xxxxxxx Xxxxx such Remarketing Agent to appoint additional remarketing agents hereunder as described below) to (1) remarket the Notes of to be included in the Note holders electing to have their Notes remarketed and of the Income PRIDES holders remarketing on the Initial Remarketing Date or any Subsequent Remarketing Date, for settlement on May 17, 2004 and (2) in as the case of a Failed Initial Remarketing, remarket the Notes of the Note holders electing to have their Notes remarketed or of the Income PRIDES holders who have not early settled the related Purchase Contracts and have failed to notify the Purchase Contract Agent, on or prior to the fifth Business Day immediately preceding the Purchase Contract Settlement Date, of their intention to settle the related Purchase Contracts through Cash Settlement. In connection with the remarketing contemplated hereby, the Remarketing Agent will enter into a Supplemental Remarketing Agreement (the "Supplemental Remarketing Agreement") with the Company and the Purchase Contract Agent, which shall either be (i) substantially in the form attached hereto as Exhibit A (with such changes as the Company and the Remarketing Agent may agree upon, it being understood that changes may be necessary in the representations, warranties, covenants and other provisions of the Supplemental Remarketing Agreement due to changes in law or facts and circumstances or in the event that Xxxxxxx Xxxxx is not the sole remarketing agent, and with such further changes therein as the Remarketing Agent may reasonably request, or (ii) in such other form as the Remarketing Agent may reasonably request, subject to the approval of the Company (such approval not to be unreasonably withheld). Anything herein to the contrary notwithstanding, Xxxxxxx Xxxxx shall not be obligated to act as Remarketing Agent or Reset Agent hereunder unless the Supplemental Remarketing Agreement is in form and substance reasonably satisfactory to Xxxxxxx Xxxxxbe. The Company agrees that Xxxxxxx Xxxxx the Remarketing Agent shall have the right, on 15 Business Days notice to the Company, to appoint one or more additional remarketing agents so long as any such additional remarketing agents shall be reasonably acceptable to the Company. Upon any such appointment, the parties shall enter into an appropriate amendment to this Agreement to reflect the addition of any such remarketing agent.

Appointment and Obligations of Remarketing Agent. (a) The Company hereby appoints Xxxxxxx Xxxxx UBS Warburg LLC and Xxxxxxx Xxxxx UBS Warburg LLC hereby accepts such appointment, subject to the conditions set forth herein, (i) as the Reset Agent to determine in consultation with the Company, in the manner provided for herein and in the Indenture and the Notes Terms (in each case as in effect on the date of this Remarketing Agreement) with respect to the Notes, (1) with respect to the Initial Remarketing Date or any Subsequent Remarketing Date, the Reset Rate that, in the opinion of the Reset Agent, will, when applied to the Notes, enable the Applicable Principal Amount of the Notes to have an approximate aggregate market value of 100.5% of the Treasury Portfolio Purchase Price as of the Initial Remarketing Date or any Subsequent Remarketing Date, and (2) in with respect to the event of a Failed Initial RemarketingFinal Remarketing Date, if applicable, the Reset Rate that, in the opinion of the Reset Agent, will, when applied to the Notes, enable a each Note to have an approximate market value of 100.5% of its principal amount as of the third Business Day preceding the Purchase Contract Settlement Final Remarketing Date, provided, in each case, that the Company, by notice to the Reset Agent prior to the tenth Business Day preceding May 17, 2004, in the case of the Initial Remarketing (as defined below), or the Purchase Contract Settlement applicable Reset Effective Date, in the case of the Secondary Remarketing (as defined below), shall, if applicable, limit the Reset Rate so that it does not exceed the maximum rate permitted by applicable law) and (ii) as the exclusive Remarketing Agent (subject to the right of Xxxxxxx Xxxxx the Remarketing Agent to appoint additional remarketing agents hereunder as described below) to (1) remarket the Notes of the Note holders electing to have their Notes remarketed and of the Income PRIDES Corporate Units holders on the Initial Remarketing Date or any Subsequent Remarketing Date, as the case may be, for settlement on May 17the third Business Day thereafter, 2004 and (2) in the case of a Failed Initial Remarketingevent that the Notes have not been successfully remarketed before the Final Remarketing Date, remarket the Notes of the Note holders electing to have their Notes remarketed or of the Income PRIDES Corporate Units holders who have not early settled the related Purchase Contracts elected Early Settlement and have failed to notify the Purchase Contract Agent, on or prior to the fifth Business Day immediately preceding the Purchase Contract Settlement Date, of their intention to settle the related Purchase Contracts through elect Cash Settlement. In connection with , for settlement on the remarketing contemplated hereby, the Remarketing Agent will enter into a Supplemental Remarketing Agreement (the "Supplemental Remarketing Agreement") with the Company and the Purchase Contract Agent, which shall either be (i) substantially in the form attached hereto as Exhibit A (with such changes as the Company and the Remarketing Agent may agree upon, it being understood that changes may be necessary in the representations, warranties, covenants and other provisions of the Supplemental Remarketing Agreement due to changes in law or facts and circumstances or in the event that Xxxxxxx Xxxxx is not the sole remarketing agent, and with such further changes therein as the Remarketing Agent may reasonably request, or (ii) in such other form as the Remarketing Agent may reasonably request, subject to the approval of the Company (such approval not to be unreasonably withheld). Anything herein to the contrary notwithstanding, Xxxxxxx Xxxxx shall not be obligated to act as Remarketing Agent or Reset Agent hereunder unless the Supplemental Remarketing Agreement is in form and substance reasonably satisfactory to Xxxxxxx Xxxxx. The Company agrees that Xxxxxxx Xxxxx shall have the right, on 15 third Business Days notice to the Company, to appoint one or more additional remarketing agents so long as any such additional remarketing agents shall be reasonably acceptable to the Company. Upon any such appointment, the parties shall enter into an appropriate amendment to this Agreement to reflect the addition of any such remarketing agentDay thereafter.

Appointment and Obligations of Remarketing Agent. (a) The Company hereby appoints Xxxxxxx Xxxxx and Xxxxxxx Xxxxx hereby accepts such appointment, (i) as the Reset Agent to determine in consultation with the Company, in the manner provided for herein and in the Declaration with respect to the Trust Securities and the Indenture (as in effect on the date of this Remarketing Agreement) with respect to the Notes, (1) the Reset Rate thatRate, that in the opinion of the Reset Agent, will, when applied to the Trust Securities (and, thus, the Notes), enable the Applicable Principal Amount of the Notes a Trust Security (and, thus, a Note), to have an approximate aggregate a market value of approximately 100.5% of of: (1) the Treasury Portfolio Purchase Price as of the Initial Remarketing Dateaggregate stated liquidation amount (plus deferred and unpaid distributions, and (2if any) in the event of a Failed Initial Remarketing, the Reset Rate that, in the opinion of the Reset Agent, will, when applied to the Notes, enable a Note to have an approximate market value of 100.5% of its principal amount as of the third Business Day preceding the Purchase Contract Settlement Date, provided, in each case, that the Company, by notice to the Reset Agent prior to the tenth Business Day preceding May 17, 2004, in the case of such Trust Security or (2) the Initial Remarketing aggregate principal amount (as defined below)plus deferred and unpaid interest, or the Purchase Contract Settlement Date, if any) in the case of the Secondary Remarketing (as defined below)such Note; PROVIDED, shallHOWEVER, if applicable, limit that the Reset Rate so that it does shall not exceed be less than 6.9% and shall not be higher than the maximum rate permitted by under applicable law) , and (ii) as the exclusive Remarketing Agent (subject to the right of Xxxxxxx Xxxxx to appoint additional remarketing agents hereunder as described below) to (1) remarket the Notes Preferred Trust Securities, or the Notes, as the case may be, of the such Preferred Trust Security or Note holders electing to have their Notes remarketed and of the Income PRIDES holders on the Initial Remarketing DatePreferred Trust Securities or Notes, for settlement on May 17, 2004 and (2) in as the case of a Failed Initial Remarketingmay be, remarket the Notes of the Note holders electing to have their Notes remarketed remarketed, or of the such Income PRIDES holders who have not early settled the related Purchase Contracts and have failed to notify the Purchase Contract Agent, on or prior to the fifth Business Day immediately preceding the Purchase Contract Settlement Date, of their intention to settle the related Purchase Contracts through Cash Settlement. In connection with , for settlement on the remarketing contemplated herebyPurchase Contract Settlement Date, pursuant to the Remarketing Agent will enter into a Supplemental Remarketing Agreement (the "Supplemental Remarketing Agreement") with the Company Company, the Trust and the Purchase Contract Agent, which shall either be (i) substantially in the form attached hereto as Exhibit A (with such changes as the Company Company, the Purchase Contract Agent and the Remarketing Agent may agree upon, it being understood that changes may be necessary in the representations, warranties, covenants and other provisions of the Supplemental Remarketing Agreement due to changes in law or facts and circumstances or in the event that Xxxxxxx Xxxxx is not the sole remarketing agent, and with such further changes therein as the Remarketing Agent may reasonably request, or (ii) in such other form as the Remarketing Agent may reasonably request, subject to the approval of the Company (such approval not to be unreasonably withheldcircumstances). Anything herein to the contrary notwithstanding, Xxxxxxx Xxxxx shall not be obligated to act as Remarketing Agent or Reset Agent hereunder unless the Supplemental Remarketing Agreement is in form and substance reasonably satisfactory to Xxxxxxx Xxxxx. The Company agrees that Xxxxxxx Xxxxx shall have the right, on 15 Business Days notice to the Company, to appoint one or more additional remarketing agents so long as any such additional remarketing agents shall be reasonably acceptable to the Company. Upon any such appointment, the parties shall enter into an appropriate amendment to this Agreement to reflect the addition of any such remarketing agent.

Appointment and Obligations of Remarketing Agent. (a) The Company hereby appoints Xxxxxxx Xxxxx and Xxxxxxx Xxxxx hereby Merrxxx Xxxcx xxx Merrxxx Xxxcx xxxeby accepts such appointment, (i) as the Reset Agent to determine in consultation with the Company, in the manner provided for herein and in the Indenture (as in effect on the date of this Remarketing Agreement) Declaration with respect to the NotesTrust Securities and the Indenture with respect to the Debentures, (1) the Reset Rate thatRate, that in the opinion of the Reset Agent, will, when applied to the NotesTrust Securities (and, enable the Applicable Principal Amount of the Notes to have an approximate aggregate market value of 100.5% of the Treasury Portfolio Purchase Price as of the Initial Remarketing Date, and (2) in the event of a Failed Initial Remarketingthus, the Reset Rate that, in the opinion of the Reset Agent, will, when applied to the NotesDebentures), enable a Note Trust Security (and, thus, a Debenture), to have an approximate market value of approximately 100.5% of its principal the aggregate stated liquidation amount as of the third Business Day preceding the Purchase Contract Settlement Date, provided, in each case, that the Company, by notice to the Reset Agent prior to the tenth Business Day preceding May 17, 2004, in the case of such Trust Security and the Initial Remarketing (as defined below), or the Purchase Contract Settlement Date, aggregate principal amount in the case of the Secondary Remarketing (as defined below)such Debenture, shall, if applicable, limit the Reset Rate so that it does not exceed the maximum rate permitted by applicable law) and (ii) as the exclusive Remarketing Agent (subject to the right of Xxxxxxx Xxxxx to appoint additional remarketing agents hereunder as described below) to (1) remarket the Notes of Preferred Securities, or the Note holders electing Debentures, as the case may be, provided that the Company may limit such Reset Rate to have their Notes remarketed and of be no higher than the Income PRIDES holders rate on the Initial Remarketing Date, for settlement on May 17, 2004 and Two-Year Benchmark Treasury plus 200 basis points (2) in %), as the case may be, of a Failed Initial Remarketing, remarket the Notes of the Note holders electing to have their Notes remarketed or of the such Income PRIDES holders who have not early settled the related Purchase Contracts and have failed to notify the Purchase Contract Agent, on or prior to the fifth Business Day immediately preceding the Purchase Contract Settlement Date, of their intention to settle the related Purchase Contracts through Cash Settlement. In connection , for settlement on the Purchase Contract Settlement Date, pursuant to the Remarketing Purchase Agreement with the remarketing contemplated herebyCompany, the Remarketing Agent will enter into a Supplemental Remarketing Agreement (the "Supplemental Remarketing Agreement") with the Company Trust and the Purchase Contract Agent, which shall either be (i) substantially in the form attached hereto as Exhibit A (with such changes as the Company and the Remarketing Agent may agree upon, it being understood that changes may be necessary in the representations, warranties, covenants and other provisions of the Supplemental Remarketing Agreement due to changes in law or facts and circumstances or in the event that Xxxxxxx Xxxxx is not the sole remarketing agent, and with such further changes therein as the Remarketing Agent may reasonably request, or (ii) in such other form as the Remarketing Agent may reasonably request, subject to the approval of the Company (such approval not to be unreasonably withheld). Anything herein to the contrary notwithstanding, Xxxxxxx Xxxxx shall not be obligated to act as Remarketing Agent or Reset Agent hereunder unless the Supplemental Remarketing Agreement is in form and substance reasonably satisfactory to Xxxxxxx Xxxxx. The Company agrees that Xxxxxxx Xxxxx shall have the right, on 15 Business Days notice to the Company, to appoint one or more additional remarketing agents so long as any such additional remarketing agents shall be reasonably acceptable to the Company. Upon any such appointment, the parties shall enter into an appropriate amendment to this Agreement to reflect the addition of any such remarketing agent.in

Appointment and Obligations of Remarketing Agent. (a) The Company ------------------------------------------------ hereby appoints Xxxxxxx Xxxxx and Xxxxxxx Xxxxx hereby accepts such appointment, (i) as the Reset Agent to determine in consultation with the Company, in the manner provided for herein and in by the Indenture (as in effect on terms of the date of this Remarketing Agreement) with respect to the NotesPreferred Shares, (1) the Reset Rate thatRate, that in the opinion of the Reset Agent, will, when applied to the Notes, enable the Applicable Principal Amount of the Notes to have an approximate aggregate market value of 100.5% of the Treasury Portfolio Purchase Price as of the Initial Remarketing Date, and (2) in the event of a Failed Initial Remarketing, the Reset Rate that, in the opinion of the Reset Agent, will, when applied to the NotesPreferred Shares, enable a Note Preferred Share to have an approximate market value of approximately 100.5% of its principal the aggregate stated liquidation amount as of the third Business Day preceding the Purchase Contract Settlement Date, provided, in each case, that the Company, by notice to the Reset Agent prior to the tenth Business Day preceding May 17, 2004, in the case of such Preferred Share provided that the Initial Remarketing Company may limit such Reset Rate to be no higher than the rate on the One-month Treasury Xxxx plus . basis points (as defined below.%), or the Purchase Contract Settlement Date, in the case of the Secondary Remarketing (as defined below), shall, if applicable, limit the Reset Rate so that it does not exceed the maximum rate permitted by applicable law) and (ii) as the exclusive Remarketing Agent (subject to the right of Xxxxxxx Xxxxx to appoint additional remarketing agents hereunder as described below) to (1) remarket the Notes Preferred Shares, of the Note holders such Preferred Shareholders electing to have their Notes remarketed and of the Income PRIDES holders on the Initial Remarketing DatePreferred Shares remarketed, for settlement on May 17, 2004 and (2) in the case of a Failed Initial Remarketing, remarket the Notes of the Note holders electing to have their Notes remarketed or of the such Income PRIDES holders who have not early settled the related Purchase Contracts and have failed to notify the Purchase Contract Agent, on or prior to the fifth Business Day immediately preceding the Purchase Contract Settlement Date, of their intention to settle the related Purchase Contracts through Cash Settlement. In connection with , for settlement on the remarketing contemplated herebyPurchase Contract Settlement Date, pursuant to the Remarketing Agent will enter into a Supplemental Remarketing Underwriting Agreement (the "Supplemental Remarketing Agreement") with the Company and the Purchase Contract Agent, which shall either be (i) substantially in the form attached hereto as Exhibit A (with such changes as the Company Company, the Purchase Contract Agent and the Remarketing Agent may agree upon, it being understood that changes may be necessary in the representations, warranties, covenants and other provisions of the Supplemental Remarketing Underwriting Agreement due to changes in law or facts and circumstances or in circumstances). Pursuant to the event that Xxxxxxx Xxxxx is not Remarketing Underwriting Agreement, the Remarketing Agent, either as the sole remarketing agent, and with such further changes therein underwriter or as the representative of a syndicate including the Remarketing Agent may reasonably request, and one or (ii) in such more other form as remarketing underwriters designated by the Remarketing Agent may reasonably requestAgent, will agree, subject to the approval terms and conditions set forth therein, that the Remarketing Agent and any such other remarketing underwriters will purchase severally the Preferred Shares to be sold by the holder or holders of Preferred Shares or Income PRIDES on the third Business Day immediately preceding the Purchase Contract Settlement Date and use their reasonable efforts to remarket such Preferred Shares (such purchase and remarketing being hereinafter referred to as the "Remarketing"), at a price of approximately 100.5% of such Preferred Shares aggregate stated liquidation amount plus any accumulated and unpaid dividends. Notwithstanding the preceding sentence, the Remarketing Agent shall not remarket any Preferred Shares for a price less than 100% of the Company (aggregate stated liquidation preference of such approval not to Preferred Shares, plus accumulated and unpaid dividends. The proceeds of such remarketing shall be unreasonably withheld). Anything herein paid to the contrary notwithstanding, Xxxxxxx Xxxxx shall not be obligated to act as Remarketing Collateral Agent or Reset Agent hereunder unless in accordance with Section 4.6 of the Supplemental Remarketing Pledge Agreement is in form and substance reasonably satisfactory to Xxxxxxx Xxxxx. The Company agrees that Xxxxxxx Xxxxx shall have Section 5.4 of the right, on 15 Business Days notice to the Company, to appoint one or more additional remarketing agents so long as any such additional remarketing agents shall be reasonably acceptable to the Company. Upon any such appointment, the parties shall enter into an appropriate amendment to this Purchase Contract Agreement to reflect the addition (each of any such remarketing agentwhich Sections are incorporated herein by reference).

Appointment and Obligations of Remarketing Agent. (a) The Company hereby appoints Xxxxxxx Xxxxx and Xxxxxxx Xxxxx hereby Merrxxx Xxxcx xxx Merrxxx Xxxcx xxxeby accepts such appointment, (i) as the Reset Agent to determine in consultation with the Company, in the manner provided for herein and in the Indenture (as in effect on the date of this Remarketing Agreement) with respect to the Notes, (1) the Reset Rate that, in the opinion of the Reset Agent, will, when applied to the Notes, enable the Applicable Principal Amount of the Notes to have an approximate aggregate market value of 100.5% of the Treasury Portfolio Purchase Price as of the Initial Remarketing Date, and (2) in the event of a Failed Initial RemarketingDebentures, the Reset Rate that, in the opinion of the Reset Agent, will, when applied to the NotesDebentures, will enable a Note Debenture to have an approximate market value of 100.5% of its principal amount value, as of the third Business Day preceding the Purchase Contract Settlement Date, provided, of o% of the principal amount in each case, the case of such Debenture (provided that the Company, by notice to the Reset Agent prior to the tenth Business Day preceding May 17, 2004, in the case of the Initial Remarketing (as defined below), or the Purchase Contract Settlement Date, in (x) may limit such Reset Rate to be no higher than the case of rate on the Secondary Remarketing Two-Year Benchmark Treasury plus o basis points (as defined below), o%) and (y) shall, if applicable, limit the Reset Rate so that it does not exceed the maximum rate permitted by applicable law) ), and (ii) as the exclusive Remarketing Agent (subject to the right of Xxxxxxx Xxxxx to Merrxxx Xxxcx xx appoint additional remarketing agents hereunder as described below) to (1) remarket the Notes Debentures, of the Note such Debenture holders electing to have their Notes remarketed and of the Income PRIDES holders on the Initial Remarketing DateDebentures remarketed, for settlement on May 17, 2004 and (2) in the case of a Failed Initial Remarketing, remarket the Notes of the Note holders electing to have their Notes remarketed or of the such Income PRIDES holders who have not early settled the related Purchase Contracts and have failed to notify the Purchase Contract Agent, on or prior to the fifth Business Day immediately preceding the Purchase Contract Settlement Date, of their intention to settle the related Purchase Contracts through Cash Settlement, for settlement on the Purchase Contract Settlement Date. In connection with the remarketing contemplated hereby, the Remarketing Agent will enter into a Supplemental Remarketing Agreement (the "Supplemental Supple mental Remarketing Agreement") with the Company and the Purchase Contract Agent, which shall either be (i) substantially in the form attached hereto as Exhibit A (with such changes as the Company and the Remarketing Agent may agree upon, it being understood that changes may be necessary in the representations, warranties, covenants and other provisions of the Supplemental Remarketing Agreement due to changes in law or facts and circumstances or in the event that Xxxxxxx Xxxxx is Merrxxx Xxxcx xx not the sole remarketing agent, and with such further changes therein as the Remarketing Agent may reasonably request, or (ii) in such other form as the Remarketing Agent may reasonably request, subject to the approval of the Company (such approval not to be unreasonably withheld). Anything herein to the contrary notwithstanding, Xxxxxxx Xxxxx shall not be obligated to act as Remarketing Agent or Reset Agent hereunder unless the Supplemental Remarketing Agreement is in form and substance reasonably satisfactory to Xxxxxxx Xxxxx. The Company agrees that Xxxxxxx Xxxxx shall have the right, on 15 Business Days notice to the Company, to appoint one or more additional remarketing agents so long as any such additional remarketing agents shall be reasonably acceptable to the Company. Upon any such appointment, the parties shall enter into an appropriate amendment to this Agreement to reflect the addition of any such remarketing agent.changes

Appointment and Obligations of Remarketing Agent. (a) The Company and the Trust hereby appoints Xxxxxxx Xxxxx and Xxxxxxx Xxxxx hereby appoint Merrxxx Xxxcx xxx Merrxxx Xxxcx xxxeby accepts such appointment, (i) as the Reset Agent Agent, to determine determine, in consultation with the Company, in the manner provided for herein in the Trust Agreement with respect to the Trust Securities and in the Indenture (as in effect on the date of this Remarketing Agreement) with respect to the Notes, (1) the Reset Rate that, in the opinion of the Reset Agent, will, when applied to the Notes, enable the Applicable Principal Amount of the Notes to have an approximate aggregate market value of 100.5% of the Treasury Portfolio Purchase Price as of the Initial Remarketing Date, and (2) in the event of a Failed Initial RemarketingDebentures, the Reset Rate that, in the opinion of the Reset Agent, will, when applied to the NotesTrust Securities (and, thus, the Debentures), enable a Note Trust Security (and, thus, a Debenture), to have an approximate market value of approximately 100.5% of its principal amount as of the third Business Day preceding the Purchase Contract Settlement Date, provided, in each case, that the Company, by notice to the Reset Agent prior to the tenth Business Day preceding May 17, 2004aggregate stated liquidation amount, in the case of such Trust Security, and of the Initial Remarketing (as defined below), or the Purchase Contract Settlement Dateaggregate principal amount, in the case of such Debenture (provided that the Secondary Remarketing Company may limit such Reset Rate to be no higher than the rate on the Two-Year Benchmark Treasury plus 200 basis points (as defined below2%), shalland provided, if applicablefurther, limit that the Reset Rate so that it does not shall in no event exceed the maximum rate permitted by applicable law) ), and (ii) as the exclusive Remarketing Agent (subject to the right of Xxxxxxx Xxxxx to appoint additional remarketing agents hereunder as described below) to (1) remarket the Notes Preferred Securities, or the Debentures, as the case may be, of the Note such holders electing of Underlying Preferred Securities or Debentures which elect to have their Notes remarketed and Underlying Preferred Securities or Debentures remarketed, or of the such Income PRIDES holders on the Initial Remarketing Date, for settlement on May 17, 2004 and (2) in the case of a Failed Initial Remarketing, remarket the Notes of the Note holders electing to have their Notes remarketed or of the Income PRIDES holders who which have not early settled the related Purchase Contracts early and have failed to notify the Purchase Contract Agent, on or prior to the fifth Business Day immediately preceding the Purchase Contract Settlement Date, of their intention to settle the related Purchase Contracts through Cash Settlement. In connection , for settlement on the Purchase Contract Settlement Date, pursuant to a remarketing underwriting agreement with the remarketing contemplated herebyCompany, the Remarketing Agent will enter into a Supplemental Remarketing Agreement (the "Supplemental Remarketing Agreement") with the Company Trust and the Purchase Contract AgentAgent (the "Remarketing Underwriting Agreement"), which shall either be (i) substantially in the form attached hereto as Exhibit A (with such changes as the Company Company, the Purchase Contract Agent and the Remarketing Agent may agree upon, it being understood that changes may be necessary in the representations, warranties, covenants and other provisions of the Supplemental Remarketing Underwriting Agreement due to changes in law or facts and circumstances or in circumstances). Pursuant to the event that Xxxxxxx Xxxxx is not Remarketing Underwriting Agreement, the Remarketing Agent, either as the sole remarketing agent, and with such further changes therein underwriter or as the representative of a syndicate including the Remarketing Agent may reasonably request, and one or (ii) in such more other form as remarketing underwriters designated by the Remarketing Agent may reasonably requestAgent, will agree, subject to the approval terms and conditions set forth therein, that the Remarketing Agent and any such other remarketing underwriters will purchase severally the Underlying Preferred Securities or the Debentures, as the case may be, to be sold by the holder or holders of Underlying Preferred Securities comprising part of the Company Income PRIDES on the third Business Day immediately preceding the Purchase Contract Settlement Date and will use its reasonable efforts to remarket such Underlying Preferred Securities or the Debentures, as the case may be (such approval not purchase and remarketing being hereinafter referred to as the "Remarketing"), at a price of approximately 100.5% of the aggregate stated liquidation amount of such Underlying Preferred Securities plus any accrued and unpaid distributions (including any deferred distributions) and, in the case of Debentures, at a price of approximately 100.5% of the aggregate principal amount of such Debentures plus any accrued and unpaid interest thereon (including any deferred interest). Notwithstanding the preceding sentence, the Remarketing Agent shall neither purchase nor remarket any Underlying Preferred Securities or Debentures, as the case may be, for a price less than 100% of the aggregate stated liquidation amount or aggregate principal amount of such Underlying Preferred Securities or Debentures, respectively, plus accumulated and unpaid distributions or accrued and unpaid interest, as the case may be. However, such market value may be less than 100.5%, including where the Reset Spread is limited to the maximum of 2% or if the Reset Rate were to be unreasonably withheld). Anything herein to the contrary notwithstanding, Xxxxxxx Xxxxx shall not be obligated to act as Remarketing Agent or Reset Agent hereunder unless the Supplemental Remarketing Agreement is in form and substance reasonably satisfactory to Xxxxxxx Xxxxx. The Company agrees that Xxxxxxx Xxxxx shall have the right, on 15 Business Days notice to the Company, to appoint one or more additional remarketing agents so long as any such additional remarketing agents shall be reasonably acceptable to the Company. Upon any such appointment, the parties shall enter into an appropriate amendment to this Agreement to reflect the addition of any such remarketing agentlimited by applicable law.

Appointment and Obligations of Remarketing Agent. (a) The Company hereby appoints Xxxxxxx Xxxxx Merrill Lynch and Xxxxxxx Xxxxx Merrill Lynch hereby accepts such appointment, (ix) as the Reset Agent to determine xx xxx Xeset Xxxxx xo xxxxrmine in consultation with the Company, in the manner provided for herein and in the Indenture (as defined in Schedule I hereto) (as in effect on the date of this Remarketing Agreement) with respect to the Notes, (1) the Reset Rate that, in the opinion of the Reset Agent, will, when applied to the Notes, enable the Applicable Principal Amount of the Notes to have an approximate aggregate market value of 100.5% of the Treasury Portfolio Purchase Price as of the Initial Remarketing Date, and (2) in the event of a Failed Initial Remarketing, the Reset Rate that, in the opinion of the Reset Agent, will, when applied to the Notes, enable a Note to have an approximate market value of 100.5% of its principal amount as of the third Business Day preceding the Purchase Contract Settlement Date, provided, in each case, that the Company, by notice to the Reset Agent prior to the tenth Business Day preceding May 17(x) November 16, 2004, in the case of the Initial Remarketing (as defined below), or (y) the Purchase Contract Settlement Date, in the case of the Secondary Remarketing (as defined below), shall, if applicable, limit the Reset Rate so that it does not exceed the maximum rate permitted by applicable law) law and (ii) as the exclusive Remarketing Agent (subject to the right of Xxxxxxx Xxxxx Merrill Lynch to appoint additional remarketing agents hereunder as described xx xxxcxxxxx below) to (1) remarket the Notes of the Note holders electing to have their Notes remarketed and of the Income PRIDES PACS holders on the Initial Remarketing Date, for settlement on May 17November 16, 2004 and (2) in the case of a Failed Initial Remarketing, remarket the Notes of the Note holders electing to have their Notes remarketed or of the Income PRIDES PACS holders who have not early settled the related Purchase Contracts and have failed to notify the Purchase Contract Agent, on or prior to the fifth Business Day immediately preceding the Purchase Contract Settlement Date, of their intention to settle the related Purchase Contracts through Cash Settlement. In connection with the remarketing contemplated hereby, the Remarketing Agent will enter into a Supplemental Remarketing Agreement (the "Supplemental Remarketing Agreement") with the Company and the Purchase Contract Agent, which shall either be (i) substantially in the form attached hereto as Exhibit A (with such changes as the Company and the Remarketing Agent may agree upon, it being understood that changes may be necessary in the representations, warranties, covenants and other provisions of the Supplemental Remarketing Agreement due to changes in law or facts and circumstances or in the event that Xxxxxxx Xxxxx Merrill Lynch is not the sole remarketing agent, and with such further changes fxxxxxx cxxxxxs therein as the Remarketing Agent may reasonably request), or (ii) in such other form as the Remarketing Agent may reasonably request, subject to the approval of the Company (such approval not to be unreasonably withheld)) . Anything herein to the contrary notwithstanding, Xxxxxxx Xxxxx Merrill Lynch shall not be obligated to act as Remarketing Agent or Reset Agent xx Xxxex Xxxnt hereunder unless the Supplemental Remarketing Agreement is in form and substance reasonably satisfactory to Xxxxxxx XxxxxMerrill Lynch. The Company agrees that Xxxxxxx Xxxxx Merrill Lynch shall have the rightxxx xxxhx, on xx 15 Business Days notice to the Companytx xxx Xoxxxxx, to appoint one or more additional remarketing agents so long as any such additional remarketing agents shall be reasonably acceptable to the Company. Upon any such appointment, the parties shall enter into an appropriate amendment to this Agreement to reflect the addition of any such remarketing agent.

Appointment and Obligations of Remarketing Agent. (a) The Company and Duke Capital hereby appoints appoint Xxxxxx Xxxxxxx Xxxxx and Xxxxxx Xxxxxxx Xxxxx hereby accepts such appointment, (i) as the Reset Agent to determine in consultation with the CompanyCompany and Duke Capital, in the manner provided for herein and in the Fourth Supplemental Indenture (as in effect on the date of this Remarketing Agreement) with respect to the Senior Notes, (1) the Reset Rate that, in the opinion of the Reset Agent, will, when applied to the Senior Notes, enable the Applicable Principal Amount of the Senior Notes to have an approximate aggregate market value of 100.5% of the Treasury Portfolio Purchase Price as of the Initial Remarketing Date, and (2) in the event of a Failed Initial Remarketing, the Reset Rate that, in the opinion of the Reset Agent, will, when applied to the Senior Notes, enable the Applicable Principal Amount of the Senior Notes to have an approximate aggregate market value of 100.5% of the Treasury Portfolio Purchase Price as of the Second Remarketing Date, (3) in the event of a Failed Second Remarketing, the Reset Rate that, in the opinion of the Reset Agent, will, when applied to the Senior Notes, enable the Applicable Principal Amount of the Senior Notes to have an approximate aggregate market value of 100.5% of the Treasury Portfolio Purchase Price as of the Third Remarketing Date, and (4) in the event of a Failed Third Remarketing, the Reset Rate that, in the opinion of the Reset Agent, will, when applied to the Senior Notes, enable a Senior Note to have an approximate market value of 100.5% of its principal amount as of the third Business Day preceding the Purchase Contract Settlement Date, provided, in each case, that the CompanyCompany and Duke Capital, by notice to the Reset Agent prior to the tenth Business Day preceding May 17August 16, 2004, in the case of the Initial Remarketing, September 16, 2004, in the case of the Second Remarketing, October 16, 2004, in the case of the Third Remarketing (as defined below), or the Purchase Contract Settlement Date, in the case of the Secondary Remarketing (as defined below)Final Remarketing, shall, if applicable, limit the Reset Rate so that it does not exceed the maximum rate permitted by applicable law) law and (ii) as the exclusive Remarketing Agent (subject to the right of Xxxxxx Xxxxxxx Xxxxx to appoint additional remarketing agents hereunder as described below) to (1) remarket the Senior Notes of the Note holders Senior Noteholders electing to have their Senior Notes remarketed and of the Income PRIDES Corporate Units holders on the Initial Remarketing Date, for settlement on May 17August 16, 2004 and 2004, (2) in the case of a Failed Initial Remarketing, remarket the Senior Notes of the Note holders Senior Noteholders electing to have their Senior Notes remarketed and of the Corporate Units holders on the Second Remarketing Date, for settlement on September 16, 2004, (3) in the case of a Failed Second Remarketing, remarket the Senior Notes of the Senior Noteholders electing to have their Senior Notes remarketed and of the Corporate Units holders on the Third Remarketing Date, for settlement on October 16, 2004 and (4) in the case of a Failed Third Remarketing, remarket the Senior Notes of the Senior Noteholders electing to have their Senior Notes remarketed or of the Income PRIDES Corporate Units holders who have not early settled the related Purchase Contracts and have failed to notify the Purchase Contract Agent, on or prior to the fifth Business Day immediately preceding the Purchase Contract Settlement Date, of their intention to settle the related Purchase Contracts through Cash SettlementSettlement on the fourth Business Day immediately preceding the Purchase Contract Settlement Date. In connection with the remarketing contemplated hereby, the Remarketing Agent will enter into a Supplemental Remarketing Agreement (the "Supplemental Remarketing Agreement") with the Company Company, Duke Capital and the Purchase Contract Agent, which shall either be (i) substantially in the form attached hereto as Exhibit A (with such changes as the Company Company, Duke Capital and the Remarketing Agent may agree upon, it being understood that changes may be necessary in the representations, warranties, covenants and other provisions of the Supplemental Remarketing Agreement due to changes in law or facts and circumstances or in the event that Xxxxxx Xxxxxxx Xxxxx is not the sole remarketing agent, and with such further changes therein as the Remarketing Agent may reasonably request), or (ii) in such other form as the Remarketing Agent may reasonably request, subject to the approval of the Company and Duke Capital (such approval not to be unreasonably withheld). Anything herein to the contrary notwithstanding, to the extent that the parties hereto are unable to agree on the form or substance of the Supplemental Remarketing Agreement, Xxxxxx Xxxxxxx Xxxxx shall not be obligated to act as Remarketing Agent or Reset Agent hereunder unless the Supplemental Remarketing Agreement is in form and substance reasonably satisfactory to Xxxxxxx Xxxxxhereunder. The Company agrees and Duke Capital agree that Xxxxxx Xxxxxxx Xxxxx shall have the right, on 15 Business Days Days' notice to the CompanyCompany and Duke Capital, to appoint one or more additional remarketing agents so long as any such additional remarketing agents shall be reasonably acceptable to the CompanyCompany and Duke Capital. Upon any such appointment, the parties shall enter into an appropriate amendment to this Agreement to reflect the addition of any such remarketing agent.

Appointment and Obligations of Remarketing Agent. (a) The Company hereby appoints Xxxxxxx Xxxxx . and Xxxxxxx Xxxxx . hereby accepts such appointment, (i) as the Reset Agent to determine in consultation with the Company, in the manner provided for herein and in the Indenture (as defined in Schedule I hereto) (as in effect on the date of this Remarketing Agreement) with respect to the Notes, (1) the Reset Rate that, in the opinion of the Reset Agent, will, when applied to the Notes, enable the Applicable Principal Amount of the Notes to have an approximate aggregate market value of 100.5% of the Treasury Portfolio Purchase Price as of the Initial Remarketing Date, and (2) in the event of a Failed Initial Remarketing, the Reset Rate that, in the opinion of the Reset Agent, will, when applied to the Notes, enable the Applicable Principal Amount of the Notes to have an approximate aggregate market value of 100.5% of the Treasury Portfolio Purchase Price as of the Secondary Remarketing Date, and (3) in the event of a Failed Secondary Remarketing, the Reset Rate that, in the opinion of the Reset Agent, will, when applied to the Notes, enable a Note to have an approximate market value of 100.5% of its principal amount as of the third Business Day preceding the Purchase Contract Settlement Date, provided, in each case, that the Company, by notice to the Reset Agent prior to the tenth Business Day preceding May (x) February 17, 20042005, in the case of the Initial Remarketing Remarketing, (as defined below)y) April 17, 2005, in the case of the Secondary Remarketing, or (z) the Purchase Contract Settlement Date, in the case of the Secondary Final Remarketing (as defined below), shall, if applicable, limit the Reset Rate so that it does not exceed the maximum rate permitted by applicable law) law and (ii) as the exclusive Remarketing Agent (subject to the right of Xxxxxxx Xxxxx * to appoint additional remarketing agents hereunder as described below) to (1) remarket the Notes of the Note holders electing to have their Notes remarketed and of the Income PRIDES Equity Units holders on the Initial Remarketing Date, for settlement on May February 17, 2004 and 2005, (2) in the case of a Failed Initial Remarketing, remarket the Notes of the Note holders electing to have their Notes remarketed and of the Income Equity Units holders on the Secondary Remarketing Date, for settlement on April 17, 2005 and (3) in the case of a Failed Secondary Remarketing, remarket the Notes of the Note holders electing to have their Notes remarketed or of the Income PRIDES Equity Units holders who have not early settled the related Purchase Contracts and have failed to notify the Purchase Contract Agent, on or prior to the fifth Business Day immediately preceding the Purchase Contract Settlement Date, of their intention to settle the related Purchase Contracts through Cash Settlement. In connection with the remarketing contemplated hereby, the Remarketing Agent will enter into a Supplemental Remarketing Agreement (the "Supplemental Remarketing Agreement") with the Company and the Purchase Contract Agent, which shall either be (i) substantially in the form attached hereto as Exhibit A (with such changes as the Company Company, the Purchase Contract Agent and the Remarketing Agent may agree upon, it being understood that changes may be necessary in the representations, warranties, covenants and other provisions of the Supplemental Remarketing Agreement due to changes in law or facts and circumstances or in the event that Xxxxxxx Xxxxx * is not the sole remarketing agent, and with such further changes therein as the Remarketing Agent may reasonably request), or (ii) in such other form as the Remarketing Agent may reasonably request, subject to the approval of the Company and the Purchase Contract Agent (such approval not to be unreasonably withheldwithheld by either such party). Anything herein to the contrary notwithstanding, Xxxxxxx Xxxxx * shall not be obligated to act as Remarketing Agent or Reset Agent hereunder unless the Supplemental Remarketing Agreement is in form and substance reasonably satisfactory to Xxxxxxx Xxxxx*. The Company agrees that Xxxxxxx Xxxxx * shall have the right, on 15 Business Days notice to the Company, to appoint one or more additional remarketing agents so long as any such additional remarketing agents shall be reasonably acceptable to the Company. Upon any such appointment, the parties shall enter into an appropriate amendment to this Agreement to reflect the addition of any such remarketing agent.

Appointment and Obligations of Remarketing Agent. (a) The Company hereby appoints Xxxxxxx Xxxxx and Xxxxxxx Xxxxx hereby accepts such appointment, (i) as the Reset Agent to determine in consultation with the Company, in the manner provided for herein and in the Indenture (as in effect on the date of this Remarketing Agreement) Declara tion with respect to the NotesTrust Securities and the Indenture with respect to the Debentures, (1) the Reset Rate thatRate, that in the opinion of the Reset Agent, will, when applied to the NotesTrust Securities (and, enable the Applicable Principal Amount of the Notes to have an approximate aggregate market value of 100.5% of the Treasury Portfolio Purchase Price as of the Initial Remarketing Date, and (2) in the event of a Failed Initial Remarketingthus, the Reset Rate that, in the opinion of the Reset Agent, will, when applied to the NotesDebentures), enable a Note Trust Security (and, thus, a Debenture), to have an approximate market value of approximately 100.5% of its principal the aggregate stated liquidation amount as of the third Business Day preceding the Purchase Contract Settlement Date, provided, in each case, that the Company, by notice to the Reset Agent prior to the tenth Business Day preceding May 17, 2004, in the case of such Trust Security and the Initial Remarketing (as defined below), or the Purchase Contract Settlement Date, aggregate principal amount in the case of the Secondary Remarketing (as defined below)such Debenture, shall, if applicable, limit the Reset Rate so that it does not exceed the maximum rate permitted by applicable law) and (ii) as the exclusive Remarketing Agent (subject to the right of Xxxxxxx Xxxxx to appoint additional remarketing agents hereunder as described below) to (1) remarket the Notes Preferred Securities, or the Debentures, as the case may be, provided that the Company may limit such Reset Rate to be no higher than the rate on the Two-Year Benchmark Treasury plus 200 basis points (2%), as the case may be, of the Note such Preferred Security or Debenture holders electing to have their Notes remarketed and of the Income PRIDES holders on the Initial Remarketing DatePreferred Securities or Debentures remarketed, for settlement on May 17, 2004 and (2) in the case of a Failed Initial Remarketing, remarket the Notes of the Note holders electing to have their Notes remarketed or of the such Income PRIDES holders who have not early settled the related Purchase Contracts and have failed to notify the Purchase Contract Agent, on or prior to the fifth Business Day immediately preceding the Purchase Contract Settlement Date, of their intention to settle the related Purchase Contracts through Cash Settlement. In connection , for settlement on the Purchase Contract Settlement Date, pursuant to the Remarketing Underwriting Agreement with the remarketing contemplated herebyCompany, the Remarketing Agent will enter into a Supplemental Remarketing Agreement (the "Supplemental Remarketing Agreement") with the Company Trust and the Purchase Contract Agent, which shall either be (i) substantially in the form attached hereto as Exhibit A (with such changes as the Company Company, the Purchase Contract Agent and the Remarketing Agent may agree upon, it being understood that changes may be necessary in the representations, warranties, covenants and other provisions of the Supplemental Remarketing Underwriting Agreement due to changes in law or facts and circumstances or in circumstances). Pursuant to the event that Xxxxxxx Xxxxx is not Remarketing Underwriting Agreement, the Remarketing Agent, either as the sole remarketing agent, and with such further changes therein underwriter or as the representative of a syndicate including the Remarketing Agent may reasonably request, and one or (ii) in such more other form as remarketing underwriters designated by the Remarketing Agent may reasonably requestAgent, will agree, subject to the approval terms and conditions set forth therein, that the Remarketing Agent and any such other remarketing underwriters will purchase severally the Preferred Securities or the Debentures, as the case may be, to be sold by the holder or holders of Preferred Securities or Income PRIDES on the third Business Day immediately preceding the Purchase Contract Settlement Date and use their reasonable efforts to remarket such Preferred Securities or the Debentures, as the case may be, (such purchase and remarketing being hereinafter referred to as the "Remarketing"), at a price of approximately 100.5% of such Preferred Securities aggregate stated liquidation amount plus any accrued and unpaid distributions (including any deferred distributions) and in the case of Deben tures, at a price of approximately 100.5% of such Debentures aggregate principal amount plus any accrued and unpaid interest (including any deferred interest). Notwithstanding the preceding sentence, the Remarketing Agent shall not remarket any Preferred Securities or Debentures, as the case may be, for a price less than 100% of the Company (aggregate stated liquidation amount or aggregate principal amount of such approval not to Preferred Securities or Debentures, respectively, plus accumulated and unpaid distributions or accrued and unpaid interest, as the case may be. The proceeds of such remarketing shall be unreasonably withheld). Anything herein paid to the contrary notwithstanding, Xxxxxxx Xxxxx shall not be obligated to act as Remarketing Collateral Agent or Reset Agent hereunder unless in accordance with Section 4.6 of the Supplemental Remarketing Pledge Agreement is in form and substance reasonably satisfactory to Xxxxxxx Xxxxx. The Company agrees that Xxxxxxx Xxxxx shall have Section 5.4 of the right, on 15 Business Days notice to the Company, to appoint one or more additional remarketing agents so long as any such additional remarketing agents shall be reasonably acceptable to the Company. Upon any such appointment, the parties shall enter into an appropriate amendment to this Purchase Contract Agreement to reflect the addition (each of any such remarketing agentwhich Sections are incorporated herein by reference).

Appointment and Obligations of Remarketing Agent. (a) The Company hereby appoints Xxxxxxx Xxxxx and Xxxxxxx Xxxxx hereby Merrxxx Xxxcx xxx Merrxxx Xxxcx xxxeby accepts such appointment, (i) as the Reset Agent to determine in consultation with the Company, in the manner provided for herein and in the Indenture (as in effect on the date of this Remarketing Agreement) Declaration with respect to the NotesTrust Securities and the Indenture with respect to the Debentures, (1) the Reset Rate thatRate, that in the opinion of the Reset Agent, will, when applied to the NotesTrust Securities (and, enable the Applicable Principal Amount of the Notes to have an approximate aggregate market value of 100.5% of the Treasury Portfolio Purchase Price as of the Initial Remarketing Date, and (2) in the event of a Failed Initial Remarketingthus, the Reset Rate that, in the opinion of the Reset Agent, will, when applied to the NotesDebentures), enable a Note Trust Security (and, thus, a Debenture), to have an approximate market value of approximately 100.5% of its principal the aggregate stated liquidation amount as of the third Business Day preceding the Purchase Contract Settlement Date, provided, in each case, that the Company, by notice to the Reset Agent prior to the tenth Business Day preceding May 17, 2004, in the case of such Trust Security and the Initial Remarketing (as defined below), or the Purchase Contract Settlement Date, aggregate principal amount in the case of the Secondary Remarketing (as defined below)such Debenture, shall, if applicable, limit the Reset Rate so that it does not exceed the maximum rate permitted by applicable law) and (ii) as the exclusive Remarketing Agent (subject to the right of Xxxxxxx Xxxxx to appoint additional remarketing agents hereunder as described below) to (1) remarket the Notes Trust Preferred Securities, or the Debentures, as the case may be, provided that the Company may limit such Reset Rate to be no higher than the rate on the Two-Year Benchmark Treasury plus 200 basis points (2%), as the case may be, of the Note such Trust Preferred Security or Debenture holders electing to have their Notes remarketed and of the Income PRIDES holders on the Initial Remarketing DateTrust Preferred Securities or Debentures remarketed, for settlement on May 17, 2004 and (2) in the case of a Failed Initial Remarketing, remarket the Notes of the Note holders electing to have their Notes remarketed or of the such Income PRIDES holders who have not early settled the related Purchase Contracts and have failed to notify the Purchase Contract Agent, on or prior to the fifth Business Day immediately preceding the Purchase Contract Settlement Date, of their intention to settle the related Purchase Contracts through Cash Settlement. In connection , for settlement on the Purchase Contract Settlement Date, pursuant to the Remarketing Underwriting Agreement with the remarketing contemplated herebyCompany, the Remarketing Agent will enter into a Supplemental Remarketing Agreement (the "Supplemental Remarketing Agreement") with the Company Trust and the Purchase Contract Agent, which shall either be (i) substantially in the form attached hereto as Exhibit A (with such changes as the Company Company, the Purchase Contract Agent and the Remarketing Agent may agree upon, it being understood that changes may be necessary in the representations, warranties, covenants and other provisions of the Supplemental Remarketing Agreement due to changes in law or facts and circumstances or in the event that Xxxxxxx Xxxxx is not the sole remarketing agent, and with such further changes therein as the Remarketing Agent may reasonably request, or (ii) in such other form as the Remarketing Agent may reasonably request, subject to the approval of the Company (such approval not to be unreasonably withheld). Anything herein to the contrary notwithstanding, Xxxxxxx Xxxxx shall not be obligated to act as Remarketing Agent or Reset Agent hereunder unless the Supplemental Remarketing Agreement is in form and substance reasonably satisfactory to Xxxxxxx Xxxxx. The Company agrees that Xxxxxxx Xxxxx shall have the right, on 15 Business Days notice to the Company, to appoint one or more additional remarketing agents so long as any such additional remarketing agents shall be reasonably acceptable to the Company. Upon any such appointment, the parties shall enter into an appropriate amendment to this Agreement to reflect the addition of any such remarketing agent.agree

Appointment and Obligations of Remarketing Agent. (a) The Company and Duke Capital hereby appoints appoint Xxxxxx Xxxxxxx Xxxxx and Xxxxxx Xxxxxxx Xxxxx hereby accepts such appointment, (i) as the Reset Agent to determine deter mine in consultation with the CompanyCompany and Duke Capital, in the manner provided for herein and in the Third Supplemental Indenture (as in effect on the date of this Remarketing AgreementAgreement or as amended, provided that any such amendment does not render such indenture inconsistent with the Remarketing Agreement or any Supple mental Remarketing Agreement (as defined below) in respect of the remarketing procedures or adversely affect the Remarketing Agent's rights, unless such amendment is effected with the prior written consent of the Remarketing Agent) with respect to the Senior Notes, (1) the Reset Rate that, in the opinion of the Reset Agent, will, when applied to the Senior Notes, enable the Applicable Principal Amount of the Senior Notes to have an approximate aggregate market value of 100.5% of the Treasury Portfolio Purchase Price as of the Initial Remarketing Date, and (2) in the event of a Failed Initial Remarketing, the Reset Rate that, in the opinion of the Reset Agent, will, when applied to the Senior Notes, enable a Senior Note to have an approximate market value of 100.5% of its principal amount as of the third Business Day preceding the Purchase Contract Settlement Date, provided, in each case, that the CompanyCompany and Duke Capital, by notice to the Reset Agent prior to the tenth Business Day preceding May 17_____, 2004, in the case of the Initial Remarketing (as defined below), or the Purchase Contract Settlement Date, in the case of the Secondary Remarketing (as defined below), shall, if applicable, limit the Reset Rate so that it does not exceed the maximum rate permitted by applicable law) and (ii) as the exclusive Remarketing Agent (subject to the right of Xxxxxx Xxxxxxx Xxxxx to appoint additional remarketing agents hereunder as described below) to (1) remarket the Senior Notes of the Note holders Senior Noteholders electing to have their Senior Notes remarketed and of the Income PRIDES Corporate Units holders on the Initial Remarketing Date, for settlement on May 17____________, 2004 and (2) in the case of a Failed Initial Remarketing, remarket the Senior Notes of the Note holders Senior Noteholders electing to have their Senior Notes remarketed or of the Income PRIDES Corporate Units holders who have not early settled the related Purchase Contracts and have failed to notify the Purchase Contract Agent, on or prior to the fifth Business Day immediately preceding the Purchase Contract Settlement Date, of their intention to settle the related Purchase Contracts through Cash Settlement. In connection with the remarketing contemplated hereby, the Remarketing Agent will enter into a Supplemental Remarketing Agreement (the "Supplemental Remarketing Agreement") with the Company Company, Duke Capital and the Purchase Contract Agent, which shall either be (i) substantially in the form attached hereto as Exhibit A (with such changes as the Company Company, Duke Capital and the Remarketing Agent may agree upon, it being understood that changes may be necessary in the representations, warranties, covenants and other provisions of the Supplemental Remarketing Agreement due to changes in law or facts and circumstances or in the event that Xxxxxx Xxxxxxx Xxxxx is not the sole remarketing agent, and with such further changes therein as the Remarketing Agent may reasonably request), or (ii) in such other form as the Remarketing Agent may reasonably request, subject to the approval of the Company and Duke Capital (such approval not to be unreasonably withheld). Anything herein to the contrary notwithstanding, to the extent that the parties hereto are unable to agree on the form or substance of the Supplemental Remarketing Agreement, Xxxxxx Xxxxxxx Xxxxx shall not be obligated to act as Remarketing Agent or Reset Agent hereunder unless the Supplemental Remarketing Agreement is in form and substance reasonably satisfactory to Xxxxxxx Xxxxxhereunder. The Company agrees and Duke Capital agree that Xxxxxx Xxxxxxx Xxxxx shall have the right, on 15 Business Days notice to the CompanyCompany and Duke Capital, to appoint one or more additional remarketing agents so long as any such additional remarketing agents shall be reasonably acceptable to the CompanyCompany and Duke Capital. Upon any such appointment, the parties shall enter into an appropriate amendment to this Agreement to reflect the addition of any such remarketing agent.

Appointment and Obligations of Remarketing Agent. (a) The Company hereby appoints Xxxxxxx Xxxxx and Xxxxxxx Xxxxx hereby accepts such appointment, (i) as the Reset Agent to determine in consultation with the Company, in the manner provided for herein and in the Indenture (as in effect on the date of this Remarketing Agreement) with respect to the Notes, (1) the Reset Rate that, in the opinion of the Reset Agent, will, when applied to the Notes, enable the Applicable Principal Amount of the Notes to have an approximate aggregate market value of 100.5% of the Treasury Portfolio Purchase Price as of the Initial Remarketing Date, and (2) in the event of a Failed Initial Remarketing, the Reset Rate that, in the opinion of the Reset Agent, will, when applied to the Notes, enable a Note to have an approximate market value of 100.5% of its principal amount as of the third Business Day preceding the Purchase Contract Settlement Date, provided, in each case, that the Company, by notice to the Reset Agent prior to the tenth Business Day preceding May August 17, 2004, in the case of the Initial Remarketing (as defined below), or the Purchase Contract Settlement Date, in the case of the Secondary Remarketing (as defined below), shall, if applicable, limit the Reset Rate so that it does not exceed the maximum rate permitted by applicable law) and (ii) as the exclusive Remarketing Agent (subject to the right of Xxxxxxx Xxxxx to appoint additional remarketing agents hereunder as described below) to (1) remarket the Notes of the Note holders electing to have their Notes remarketed and of the Income PRIDES holders on the Initial Remarketing Date, for settlement on May August 17, 2004 and (2) in the case of a Failed Initial Remarketing, remarket the Notes of the Note holders electing to have their Notes remarketed or of the Income PRIDES holders who have not early settled the related Purchase Contracts and have failed to notify the Purchase Contract Agent, on or prior to the fifth Business Day immediately preceding the Purchase Contract Settlement Date, of their intention to settle the related Purchase Contracts through Cash Settlement. In connection with the remarketing contemplated hereby, the Remarketing Agent will enter into a Supplemental Remarketing Underwriting Agreement (the "Supplemental Remarketing Underwriting Agreement") with the Company and the Purchase Contract Agent, which shall either be (i) substantially in the form attached hereto as Exhibit A (with such changes as the Company and the Remarketing Agent may agree upon, it being understood that changes may be necessary in the representations, warranties, covenants and other provisions of the Supplemental Remarketing Underwriting Agreement due to changes in law or facts and circumstances or in the event that Xxxxxxx Xxxxx is not the sole remarketing agent, and with such further changes therein as the Remarketing Agent may reasonably request, or (ii) in such other form as the Remarketing Agent may reasonably request, subject to the approval of the Company (such approval not to be unreasonably withheld). Anything herein to the contrary notwithstanding, Xxxxxxx Xxxxx shall not be obligated to act as Remarketing Agent or Reset Agent hereunder unless the Supplemental Remarketing Underwriting Agreement is in form and substance reasonably satisfactory to Xxxxxxx Xxxxx. The Company agrees that Xxxxxxx Xxxxx shall have the right, on 15 Business Days notice to the Company, to appoint one or more additional remarketing agents so long as any such additional remarketing agents shall be reasonably acceptable to the Company. Upon any such appointment, the parties shall enter into an appropriate amendment to this Agreement to reflect the addition of any such remarketing agent.

Appointment and Obligations of Remarketing Agent. (a) The Company Bank and the REIT hereby appoints appoint Xxxxxxx Xxxxx and Xxxxxxx Xxxxx hereby accepts such appointment, (i) as the Reset Agent to determine in consultation with the CompanyREIT, or, in the event of an Automatic Exchange, the Bank (the REIT or the Bank, as the case may be, the "Issuer"), in the manner provided for herein and in the Indenture (as in effect on Amended and Restated Articles of Incorporation of the date of this Remarketing Agreement) Issuer with respect to the NotesPRIDES Preferred Stock, (1) the Reset Rate that, in the opinion of the Reset Agent, will, when applied to the Notesremarketed shares of PRIDES Preferred Stock, enable the Applicable Principal Amount of the Notes to have an approximate aggregate market value of 100.5% of the Treasury Portfolio Purchase Price as of the Initial Remarketing Date, and (2) in the event of a Failed Initial Remarketing, the Reset Rate that, in the opinion of the Reset Agent, will, when applied to the Notes, enable a Note such PRIDES Preferred Stock to have an approximate market value on the Remarketing Date of 100.5% of its principal amount as the liquidation preference of the third Business Day preceding the Purchase Contract Settlement Date, such PRIDES Preferred Stock; provided, in each case, that the Company, Issuer by notice to the Reset Agent prior to the tenth Business Day preceding May 17, 2004, in the case of the Initial Remarketing (as defined below), or the Forward Purchase Contract Settlement Date, in the case of the Secondary Remarketing (as defined below), shall, if applicable, limit the Reset Rate so that it does not exceed the maximum rate permitted by applicable law) , and (ii) as the exclusive Remarketing Agent (subject to the right of Xxxxxxx Xxxxx to appoint additional remarketing agents hereunder as described below) to (1) remarket the Notes of PRIDES Preferred Stock that is, at the Note holders electing to have their Notes remarketed and of the Income PRIDES holders on the Initial Remarketing Date, for settlement on May 17, 2004 and (2) in the case part of a Failed Initial Remarketing, remarket the Notes of the Note holders electing to have their Notes remarketed or of the an Income PRIDES holders who have not early settled if the related Purchase Contracts and have holder thereof has failed to notify the Forward Purchase Contract Agent, on or prior to the fifth seventh Business Day immediately preceding the Forward Purchase Contract Settlement Date, of their its intention to settle the related Forward Purchase Contracts through Cash Settlement. In connection with the remarketing contemplated hereby, the Remarketing Agent will enter into a Supplemental Remarketing Underwriting Agreement (the "Supplemental Remarketing Underwriting Agreement") with among the Issuer, the Company and the Forward Purchase Contract Agent, which shall either be (i) substantially in the form attached hereto as Exhibit A (with such changes as the Company Issuer and the Remarketing Agent may agree upon, it being understood that changes may be necessary in the representations, warranties, covenants and other provisions of the Supplemental Remarketing Underwriting Agreement due to changes in law or facts and circumstances or in the event that Xxxxxxx Xxxxx is not the sole remarketing agent, and with such further changes therein as the Remarketing Agent may reasonably request, or (ii) in such other form as the Remarketing Agent may reasonably request, subject to the approval of the Company and the Issuer (such approval not to be unreasonably withheld). Anything herein to the contrary notwithstanding, Xxxxxxx Xxxxx shall not be obligated to act as Remarketing Agent or Reset Agent hereunder unless the Supplemental Remarketing Underwriting Agreement is in form and substance reasonably satisfactory to Xxxxxxx Xxxxx. The Company agrees REIT and the Bank agree that Xxxxxxx Xxxxx shall have the right, on 15 Business Days notice to the Company, Issuer to appoint one or more additional remarketing agents so long as any such additional remarketing agents shall be reasonably acceptable to the CompanyIssuer. Upon any such appointment, the REIT or the Bank, as applicable, shall promptly notify the Collateral Agent and the parties shall enter into an appropriate amendment to this Agreement to reflect the addition of any such remarketing agent.

Appointment and Obligations of Remarketing Agent. (a) The Company hereby appoints Xxxxxxx Xxxxx [ ] and Xxxxxxx Xxxxx [ ] hereby accepts such appointment, (i) as the Reset Remarketing Agent to determine determine, in consultation with the Company, in the manner provided for herein and in the Indenture (as in effect on the date of this Remarketing Agreement) with respect to the Notes, (1) the Reset Rate that, in the opinion of the Reset Remarketing Agent, will, when applied to the NotesNotes (assuming, even if not true, that all of the Notes are included in the remarketing), enable the Applicable Principal Amount then current aggregate market value of the Notes to have an approximate aggregate market a value of 100.5equal to at least 100.50% of the Treasury Portfolio Purchase Price Remarketing Value as of the Initial Remarketing Date or as of any Subsequent Remarketing Date, and (2) in as the event of a Failed Initial Remarketingcase may be, the Reset Rate that, in the opinion of the Reset Agent, will, when applied to the Notes, enable a Note to have an approximate market value of 100.5% of its principal amount as of the third Business Day preceding the Purchase Contract Settlement Date, provided, in each case, provided that the Company, by notice to the Reset Remarketing Agent prior to (A) the tenth [tenth] Business Day preceding May 17the Remarketing Date, with respect to any remarketing to occur on either the Remarketing Date or the two Business Days immediately following such Remarketing Date, (B) the [thirteenth] Business Day preceding ____________, 2004 with respect to any remarketing to occur on any of the three Business Days immediately preceding ____________, 2004, in or (C) the case [thirteenth] Business Day preceding the Stock Purchase Date with respect to any remarketing to occur on any of the Initial Remarketing (as defined below), or the three Business Days immediately preceding such Stock Purchase Contract Settlement Date, in the case of the Secondary Remarketing (as defined below), shall, if applicable, limit the Reset Rate so that it does not exceed the maximum rate permitted by applicable law) , and (ii) as the exclusive Remarketing Agent (subject to the right of Xxxxxxx Xxxxx such Remarketing Agent to appoint additional remarketing agents hereunder as described below) to (1) remarket the Notes of to be included in the Note holders electing to have their Notes remarketed and of the Income PRIDES holders remarketing on the Initial Remarketing Date or any Subsequent Remarketing Date, for settlement on May 17, 2004 and (2) in as the case of a Failed Initial Remarketing, remarket the Notes of the Note holders electing to have their Notes remarketed or of the Income PRIDES holders who have not early settled the related Purchase Contracts and have failed to notify the Purchase Contract Agent, on or prior to the fifth Business Day immediately preceding the Purchase Contract Settlement Date, of their intention to settle the related Purchase Contracts through Cash Settlement. In connection with the remarketing contemplated hereby, the Remarketing Agent will enter into a Supplemental Remarketing Agreement (the "Supplemental Remarketing Agreement") with the Company and the Purchase Contract Agent, which shall either be (i) substantially in the form attached hereto as Exhibit A (with such changes as the Company and the Remarketing Agent may agree upon, it being understood that changes may be necessary in the representations, warranties, covenants and other provisions of the Supplemental Remarketing Agreement due to changes in law or facts and circumstances or in the event that Xxxxxxx Xxxxx is not the sole remarketing agent, and with such further changes therein as the Remarketing Agent may reasonably request, or (ii) in such other form as the Remarketing Agent may reasonably request, subject to the approval of the Company (such approval not to be unreasonably withheld). Anything herein to the contrary notwithstanding, Xxxxxxx Xxxxx shall not be obligated to act as Remarketing Agent or Reset Agent hereunder unless the Supplemental Remarketing Agreement is in form and substance reasonably satisfactory to Xxxxxxx Xxxxxbe. The Company agrees that Xxxxxxx Xxxxx the Remarketing Agent shall have the right, on 15 Business Days notice to the Company, to appoint one or more additional remarketing agents so long as any such additional remarketing agents shall be reasonably acceptable to the Company. Upon any such appointment, the parties shall enter into an appropriate amendment to this Agreement to reflect the addition of any such remarketing agent.

Appointment and Obligations of Remarketing Agent. (a) The Company and Duke Capital hereby appoints appoint Xxxxxx Xxxxxxx Xxxxx and Xxxxxx Xxxxxxx Xxxxx hereby accepts such appointment, (i) as the Reset Agent to determine deter mine in consultation with the CompanyCompany and Duke Capital, in the manner provided for herein and in the Third Supplemental Indenture (as in effect on the date of this Remarketing AgreementAgreement or as amended, provided that any such amendment does not render such indenture inconsistent with the Remarketing Agreement or any Supple mental Remarketing Agreement (as defined below) in respect of the remarketing procedures or adversely affects the Remarketing Agent's rights, unless such amend ment is effected with the prior written consent of the Remarketing Agent) with respect re spect to the Senior Notes, (1) the Reset Rate that, in the opinion of the Reset Agent, will, when applied to the Senior Notes, enable the Applicable Principal Amount of the Senior Notes to have an approximate aggregate market value of 100.5% of the Treasury Portfolio Purchase Price as of the Initial Remarketing Date, and (2) in the event of a Failed Initial Remarketing, the Reset Rate that, in the opinion of the Reset Agent, will, when applied to the Senior Notes, enable a Senior Note to have an approximate market value of 100.5% of its principal amount as of the third Business Day preceding the Purchase Contract Settlement Date, provided, in each case, that the CompanyCompany and Duke Capital, by notice to the Reset Agent prior to the tenth Business Day preceding May 17_____, 2004, in the case of the Initial Remarketing (as defined below), or the Purchase Contract Settlement Date, in the case of the Secondary Second ary Remarketing (as defined below), shall, if applicable, limit the Reset Rate so that it does not exceed the maximum rate permitted by applicable law) and (ii) as the exclusive Remarketing Agent (subject to the right of Xxxxxx Xxxxxxx Xxxxx to appoint additional remarketing agents hereunder as described below) to (1) remarket the Senior Notes of the Note holders Senior Noteholders electing to have their Senior Notes remarketed and of the Income PRIDES Corporate Units holders on the Initial Remarketing Date, for settlement on May 17____________, 2004 and (2) in the case of a Failed Initial Remarketing, remarket the Senior Notes of the Note holders Senior Noteholders electing to have their Senior Notes remarketed or of the Income PRIDES Corporate Units holders who have not early settled the related Purchase Contracts and have failed to notify the Purchase Contract Agent, on or prior to the fifth Business Day immediately preceding the Purchase Contract Settlement Date, of their intention to settle the related Purchase Contracts through Cash Settlement. In connection with the remarketing contemplated hereby, the Remarketing Agent will enter into a Supplemental Remarketing Agreement (the "Supplemental Remarketing Agreement") with the Company Company, Duke Capital and the Purchase Contract Agent, which shall either be (i) substantially in the form attached hereto as Exhibit A (with such changes as the Company Company, Duke Capital and the Remarketing Agent may agree upon, it being understood that changes may be necessary in the representations, warranties, covenants and other provisions of the Supplemental Remarketing Agreement due to changes in law or facts and circumstances or in the event that Xxxxxx Xxxxxxx Xxxxx is not the sole remarketing agent, and with such further changes therein as the Remarketing Agent may reasonably request), or (ii) in such other form as the Remarketing Agent may reasonably request, subject to the approval of the Company and Duke Capital (such approval not to be unreasonably withheld). Anything herein to the contrary notwithstanding, to the extent that the parties hereto are unable to agree on the form or substance of the Supplemental Remarketing Agreement, Xxxxxx Xxxxxxx Xxxxx shall not be obligated to act as Remarketing Agent or Reset Agent hereunder unless the Supplemental Remarketing Agreement is in form and substance reasonably satisfactory to Xxxxxxx Xxxxxhereunder. The Company agrees and Duke Capital agree that Xxxxxx Xxxxxxx Xxxxx shall have the right, on 15 Business Days notice to the CompanyCompany and Duke Capital, to appoint one or more additional remarketing agents so long as any such additional remarketing agents shall be reasonably acceptable to the CompanyCompany and Duke Capital. Upon any such appointment, the parties shall enter into an appropriate amendment to this Agreement to reflect the addition of any such remarketing agent.

Appointment and Obligations of Remarketing Agent. (a) The Company hereby appoints Xxxxxxx Xxxxx Merrill Lynch and Xxxxxxx Xxxxx hereby accepts such appointmentMerrill Lyncx xxxxxy xxxxpts sxxx xxxoxxxxxnt, (i) as the Reset Agent to determine in consultation with the Company, in the manner provided for herein and in the Indenture (as in effect on the date of this Remarketing Agreement) with respect to the Notes, Company (1) the Reset Rate that, in the opinion of the Reset Agent, will, when applied to the Preferred Securities (or the Notes), enable the Applicable Principal Amount of Preferred Securities or Notes, as the Notes case may be, to have an approximate aggregate market value of 100.5100.25% of the Treasury Portfolio Purchase Price, the Separate Preferred Securities or Notes Purchase Price and deferred and unpaid distributions or interest, if any, on the Preferred Securities or Notes, as the case may be, as of the Initial Remarketing Date, and (2) in the event of a Failed Initial Remarketing, the Reset Rate that, in the opinion of the Reset Agent, will, when applied to the Preferred Securities or the Notes, enable a Preferred Security or a Note to have an approximate market value equal to the sum of 100.5100.25% of its liquidation amount or principal amount amount, as the case may be, plus deferred and unpaid distributions or interest, if any, thereon as of the third Business Day preceding the Purchase Contract Settlement Date, provided, in each case, that the Company, by notice to the Reset Agent prior to the tenth eighth Business Day preceding May 17, 2004(x) the Initial Reset Date, in the case of the Initial Remarketing (as defined below)Remarketing, or (y) the Purchase Contract Settlement Date, in the case of the Secondary Remarketing (as defined below)Remarketing, shall, if applicable, limit the Reset Rate so that it does not exceed the maximum rate permitted by applicable law) law and (ii) as the exclusive Remarketing Agent (subject to the right of Xxxxxxx Xxxxx Merrill Lynch to appoint additional remarketing additxxxxx xexxxxxting agents hereunder as described below) to, in the manner provided for herein, in the Declaration with respect to the Preferred Securities and in the Indenture with respect to the Notes, (1) remarket the Preferred Securities or Notes of the Preferred Security holders or Note holders electing to have their Preferred Securities or Notes remarketed and of the Income PRIDES Corporate Unit holders on the Initial Remarketing Date, for settlement on May 17, 2004 the Initial Reset Date and (2) in the case of a Failed Initial Remarketing, remarket the Preferred Securities or Notes of the Preferred Security holders or Note holders electing to have their Preferred Securities or Notes remarketed or of the Income PRIDES Corporate Unit holders who have not early settled the related Purchase Contracts and have failed to notify the Purchase Contract Agent, on or prior to the fifth Business Day immediately preceding the Purchase Contract Settlement Date, of their intention to settle the related Purchase Contracts through Cash Settlement. In connection with the remarketing contemplated hereby, the Remarketing Agent will enter into a Supplemental Remarketing Agreement (the "Supplemental Remarketing Agreement") with the Company Company, the Trust and the Purchase Contract Agent, which shall either be (i) substantially in the form attached hereto as Exhibit A (with such changes as the Company Company, the Trust and the Remarketing Agent may agree upon, it being understood that changes may be necessary in the representations, warranties, covenants and other provisions of the Supplemental Remarketing Agreement due to changes in law or facts and circumstances or in the event that Xxxxxxx Xxxxx Merrill Lynch is not the sole remarketing agentxxxxxxxtxxx xgent, and with such further changes therein as the Remarketing Agent may reasonably request), or (ii) in such other form as the Remarketing Agent may reasonably request, subject to the approval of the Company and the Trust (such approval not to be unreasonably withheld). Anything herein to the contrary notwithstanding, Xxxxxxx Xxxxx Merrill Lynch shall not be obligated to act oblxxxxxx tx xxx as Remarketing Agent or Reset Agent hereunder unless the Supplemental Remarketing Agreement is in form and substance reasonably satisfactory to Xxxxxxx XxxxxMerrill Lynch. The Company agrees that Xxxxxxx Xxxxx agrxxx xxxt Xxxxill Lynch shall have the rightrxxxx, on 15 Business Days xn 00 Xusiness Days' notice to the Company, to appoint one or more additional remarketing agents so long as any such additional remarketing agents shall be reasonably acceptable to the Company. Upon any such appointment, the parties shall enter into an appropriate amendment to this Agreement to reflect the addition of any such remarketing agent.

Appointment and Obligations of Remarketing Agent. (a) The Company hereby appoints Xxxxxxx Xxxxx and Xxxxxxx Xxxxx hereby Merrxxx Xxxcx xxx Merrxxx Xxxcx xxxeby accepts such appointment, (i) as the Reset Agent to determine in consultation with the Company, in the manner provided for herein and in the Indenture (as in effect on the date of this Remarketing Agreement) Declaration with respect to the NotesTrust Securities and the Indenture with respect to the Debentures, (1) the Reset Rate thatRate, that in the opinion of the Reset Agent, will, when applied to the NotesTrust Securities (and, enable the Applicable Principal Amount of the Notes to have an approximate aggregate market value of 100.5% of the Treasury Portfolio Purchase Price as of the Initial Remarketing Date, and (2) in the event of a Failed Initial Remarketingthus, the Reset Rate that, in the opinion of the Reset Agent, will, when applied to the NotesDebentures), enable a Note Trust Security (and, thus, a Debenture), to have an approximate market value of no less than 100.5% of its principal the aggregate stated liquidation amount as of the third Business Day preceding the Purchase Contract Settlement Date, provided, in each case, that the Company, by notice to the Reset Agent prior to the tenth Business Day preceding May 17, 2004, in the case of such Trust Security and the Initial Remarketing (as defined below), or the Purchase Contract Settlement Date, aggregate principal amount in the case of the Secondary Remarketing (as defined below)such Debenture, shall, if applicable, limit the Reset Rate so that it does not exceed the maximum rate permitted by applicable law) and (ii) as the exclusive Remarketing Agent (subject to the right of Xxxxxxx Xxxxx to appoint additional remarketing agents hereunder as described below) to (1) remarket the Notes of Preferred Securities, provided that the Note holders electing Company may limit such Reset Rate to have their Notes remarketed and of be no higher than the Income PRIDES holders rate on the Initial Remarketing Date, for settlement on May 17, 2004 and Two-Year Benchmark Treasury plus 200 basis points (2) in %), as the case may be, of a Failed Initial Remarketing, remarket the Notes of the Note holders electing to have their Notes remarketed or of the such Income PRIDES holders who have not early settled the related Purchase Contracts and have failed to notify the Purchase Contract Agent, on or prior to the fifth Business Day immediately preceding the Purchase Contract Settlement Date, of their intention to settle the related Purchase Contracts through Cash Settlement. In connection with the remarketing contemplated hereby, the Remarketing Agent will enter into a Supplemental Remarketing Agreement (the "Supplemental Remarketing Agreement") with the Company and for settlement on the Purchase Contract Settlement Date, pursuant to the Remarketing Underwriting Agreement with the Company, the Trust, the Purchase Contract Agent and/or the Collateral Agent, which shall either be (i) substantially in the form attached hereto as Exhibit A (with such changes as the Company Company, the Purchase Contract Agent and/or the Collateral Agent and the Remarketing Agent may agree upon). Pursuant to the Remarketing Underwriting Agreement, it being understood that changes may be necessary in the representationsRemarketing Agent, warranties, covenants and other provisions of the Supplemental Remarketing Agreement due to changes in law or facts and circumstances or in the event that Xxxxxxx Xxxxx is not either as the sole remarketing agent, and with such further changes therein as the Remarketing Agent may reasonably request, or (ii) in such other form as the Remarketing Agent may reasonably request, subject to the approval of the Company (such approval not to be unreasonably withheld). Anything herein to the contrary notwithstanding, Xxxxxxx Xxxxx shall not be obligated to act as Remarketing Agent or Reset Agent hereunder unless the Supplemental Remarketing Agreement is in form and substance reasonably satisfactory to Xxxxxxx Xxxxx. The Company agrees that Xxxxxxx Xxxxx shall have the right, on 15 Business Days notice to the Company, to appoint one or more additional remarketing agents so long as any such additional remarketing agents shall be reasonably acceptable to the Company. Upon any such appointment, the parties shall enter into an appropriate amendment to this Agreement to reflect the addition of any such remarketing agent.remarketing

Appointment and Obligations of Remarketing Agent. (a) The Company hereby appoints Xxxxxxx Xxxxx and Xxxxxxx Xxxxx hereby accepts such appointment, (i) as the Reset Agent to determine in consultation with the Company, in the manner provided for herein and in by the Indenture (as in effect on terms of the date of this Remarketing Agreement) with respect to the NotesPreferred Shares, (1) the Reset Rate thatRate, that in the opinion of the Reset Agent, will, when applied to the NotesPreferred Shares, enable the Applicable Principal Amount of the Notes a Preferred Share to have an approximate aggregate a market value of approximately 100.5% of the Treasury Portfolio Purchase Price as aggregate stated liquidation amount of the Initial Remarketing Date, and (2) in the event of a Failed Initial Remarketing, the Reset Rate that, in the opinion of the Reset Agent, will, when applied to the Notes, enable a Note to have an approximate market value of 100.5% of its principal amount as of the third Business Day preceding the Purchase Contract Settlement Datesuch Preferred Share, provided, in each case, that the Company, by notice Company may limit such Reset Rate to be no higher than the Reset Agent prior to the tenth Business Day preceding May 17, 2004, in the case of the Initial Remarketing One-Month Treasury Xxxx plus 200 basis points (as defined below2%), or the Purchase Contract Settlement Date, in the case of the Secondary Remarketing (as defined below), shall, if applicable, limit the Reset Rate so that it does not exceed the maximum rate permitted by applicable law) and (ii) as the exclusive Remarketing Agent (subject to the right of Xxxxxxx Xxxxx to appoint additional remarketing agents hereunder as described below) to (1) remarket the Notes Preferred Shares, of the Note holders such Preferred Shareholders electing to have their Notes remarketed and of the Income PRIDES holders on the Initial Remarketing DatePreferred Shares remarketed, for settlement on May 17, 2004 and (2) in the case of a Failed Initial Remarketing, remarket the Notes of the Note holders electing to have their Notes remarketed or of the such Income PRIDES holders who have not early settled the related Purchase Contracts and have failed to notify the Purchase Contract Agent, on or prior to the fifth Business Day immediately preceding the Purchase Contract Settlement Date, of their intention to settle the related Purchase Contracts through Cash Settlement. In connection with , for settlement on the remarketing contemplated herebyPurchase Contract Settlement Date, pursuant to the Remarketing Agent will enter into a Supplemental Remarketing Underwriting Agreement (the "Supplemental Remarketing Agreement") with the Company and the Purchase Contract Agent, which shall either be (i) substantially in the form attached hereto as Exhibit A (with such changes as the Company Company, the Purchase Contract Agent and the Remarketing Agent may agree upon, it being understood that changes may be necessary in the representations, warranties, covenants and other provisions of the Supplemental Remarketing Underwriting Agreement due to changes in law or facts and circumstances or in circumstances). rsuant to the event that Xxxxxxx Xxxxx is not Remarketing Underwriting Agreement, the Remarketing Agent, either as the sole remarketing agent, and with such further changes therein underwriter or as the representative of a syndicate including the Remarketing Agent may reasonably request, and one or (ii) in such more other form as remarketing underwriters designated by the Remarketing Agent may reasonably requestAgent, will agree, subject to the approval terms and conditions set forth therein, that the Remarketing Agent and any such other remarketing underwriters will purchase severally the Preferred Shares to be sold by the holder or holders of Preferred Shares or Income PRIDES on the Purchase Contract Settlement Date and use their reasonable efforts to remarket such Preferred Shares (such purchase and remarketing being hereinafter referred to as the "Remarketing"), at a price of approximately 100.5% of such Preferred Share's aggregate stated liquidation amount plus any accumulated and unpaid dividends. Notwithstanding the preceding sentence, the Remarketing Agent shall not remarket any Preferred Shares for a price less than 100% of the Company (aggregate stated liquidation preference of such approval not to Preferred Shares, plus accumulated and unpaid dividends. The proceeds of such remarketing, less a fee, shall be unreasonably withheld). Anything herein paid to the contrary notwithstanding, Xxxxxxx Xxxxx shall not be obligated to act as Remarketing Collateral Agent or Reset Agent hereunder unless in accordance with Section 4.6 of the Supplemental Remarketing Pledge Agreement is in form and substance reasonably satisfactory to Xxxxxxx Xxxxx. The Company agrees that Xxxxxxx Xxxxx shall have Section 5.2 of the right, on 15 Business Days notice to the Company, to appoint one or more additional remarketing agents so long as any such additional remarketing agents shall be reasonably acceptable to the Company. Upon any such appointment, the parties shall enter into an appropriate amendment to this Purchase Contract Agreement to reflect the addition (each of any such remarketing agentwhich Sections are incorporated herein by reference).

Appointment and Obligations of Remarketing Agent. (a) The Company hereby appoints Salomon Smith Barney Inc. xxx Xxxxxxx Xxxxx and Xxxxxxx Xxxxx hereby accepts such Smith Barney Inc. xxxxxx xxxxxtx xxxx appointment, (i) as the Reset Remarketing Agent to determine determine, in consultation with the Company, in the manner provided for herein herein, in the Forward Purchase Contract Agreement and in the Indenture (as in effect on the date of this Remarketing Agreement) with respect to the Notes, (1) the Reset Rate that, in the opinion of the Reset Agent, will, when applied to the Notes, enable the Applicable Principal Amount of the Notes to have an approximate aggregate market value of 100.5% of the Treasury Portfolio Purchase Price as of the Initial Remarketing Date, and (2) in the event of a Failed Initial Remarketing, the Reset Rate that, in the opinion of the Reset Remarketing Agent, will, when applied to the NotesNotes (assuming, even if not true, that all of the Notes are included in the remarketing), enable a Note to have an approximate the then current aggregate market value of the Notes to have a value equal to at least 100.5% of its principal amount the Remarketing Value or Accelerated Remarketing Value, as applicable, as of the third Business Day preceding the Purchase Contract Settlement Remarketing Date, providedany Accelerated Remarketing Date or as of any Subsequent Remarketing Date, in each caseas the case may be, provided that the Company, by notice to the Reset Remarketing Agent prior to (A) the tenth Business Day preceding May 17the Remarketing Date, 2004, in with respect to any remarketing to occur on either the case of the Initial Remarketing (as defined below), Date or the Purchase Contract Settlement two Business Days immediately following such Remarketing Date, in (B) the case of fifth Business Day preceding any Accelerated Remarketing Date, with respect to any remarketing to occur on either such Accelerated Remarketing Date or on the Secondary two Business Days immediately following such Accelerated Remarketing Date, and (as defined below)C) the thirteenth Business Day preceding any subsequent Remarketing Period, shall, if applicable, limit the Reset Rate so that it does not exceed the maximum rate permitted by applicable law) , and (ii) as the exclusive Remarketing Agent (subject to the right of Xxxxxxx Xxxxx such Remarketing Agent to appoint additional remarketing agents hereunder as described below) to (1) remarket the Notes of to be included in the Note holders electing to have their Notes remarketed and of the Income PRIDES holders remarketing on the Initial Remarketing Date, for settlement on May 17any Accelerated Remarketing Date or during any subsequent Remarketing Period, 2004 and (2) in as the case of a Failed Initial Remarketing, remarket the Notes of the Note holders electing to have their Notes remarketed or of the Income PRIDES holders who have not early settled the related Purchase Contracts and have failed to notify the Purchase Contract Agent, on or prior to the fifth Business Day immediately preceding the Purchase Contract Settlement Date, of their intention to settle the related Purchase Contracts through Cash Settlementmay be. In connection with the remarketing contemplated hereby, the The Remarketing Agent will enter into a Supplemental Remarketing Agreement (the "Supplemental Remarketing Agreement") with the Company and the Purchase Contract Agent, which shall either be (i) substantially in the form attached hereto as Exhibit A (with such changes as the Company and the Remarketing Agent may agree upon, it being understood that changes may be necessary in the representations, warranties, covenants and other provisions of the Supplemental Remarketing Agreement due to changes in law or facts and circumstances or in the event that Xxxxxxx Xxxxx is not the sole remarketing agent, and with such further changes therein as the Remarketing Agent may reasonably request, or (ii) in such other form as the Remarketing Agent may reasonably request, subject to the approval of the Company (such approval not to be unreasonably withheld). Anything herein to the contrary notwithstanding, Xxxxxxx Xxxxx shall not be obligated to act as Remarketing Agent or Reset Agent hereunder unless the Supplemental Remarketing Agreement is in form and substance reasonably satisfactory to Xxxxxxx Xxxxx. The Company agrees that Xxxxxxx Xxxxx shall have the right, on 15 Business Days Days' notice to the Company, to appoint one or more additional remarketing agents so long as any such additional remarketing agents shall be reasonably acceptable to the Company. Upon any such appointment, the parties shall enter into an appropriate amendment to this Agreement to reflect the addition of any such additional remarketing agent.

Appointment and Obligations of Remarketing Agent. (a) The Company hereby appoints Xxxxxxx Xxxxx Merrill Lynch and Xxxxxxx Xxxxx Merrill Lynch hereby accepts such appointment, (i) as the Reset Agent to determine xx xxe Xxxxt Agexx xx xexxxxxne, in consultation with the Company, Company and in the manner provided for herein and in the Indenture (as in effect on the date of this Remarketing Agreement) ), with respect to the Notes, Notes (1) the Reset Rate that, in the opinion of the Reset Agent, will, when applied to the Notes, enable the Applicable Principal Amount of the Notes to have an approximate aggregate market value of 100.5% of the Treasury Portfolio Purchase Price as of the Initial Remarketing Date, Date and (2) in the event of a Failed Initial Remarketing, the Reset Rate that, in the opinion of the Reset Agent, will, when applied to the Notes, enable a Note to have an approximate market value of 100.5% of its principal amount as of the third Business Day preceding the Purchase Contract Settlement Date, provided, in each case, that the Company, by notice to the Reset Agent prior to the tenth Business Day preceding May (x) November 17, 2004, in the case of the Initial Remarketing (as defined below), or (y) the Purchase Contract Settlement Date, in the case of the Secondary Remarketing (as defined below), shall, if applicable, limit the Reset Rate so that it does not exceed the maximum rate permitted by applicable law) law and (ii) as the exclusive Remarketing Agent (subject to the right of Xxxxxxx Xxxxx Merrill Lynch to appoint additional remarketing agents hereunder as described belowxxxxxxbxx xxlow) to (1) remarket the Notes of the Note holders electing to have their Notes remarketed and of the Income PRIDES holders on the Initial Remarketing Date, for settlement on May November 17, 2004 and (2) in the case of a Failed Initial Remarketing, remarket the Notes of the Note holders electing to have their Notes remarketed or of the Income PRIDES holders who have not early settled the related Purchase Contracts and who have failed to notify the Purchase Contract Agent, on or prior to the fifth Business Day immediately preceding the Purchase Contract Settlement Date, of their intention to settle the related Purchase Contracts through Cash Settlement. In connection with the remarketing contemplated hereby, the Remarketing Agent will enter into a Supplemental Remarketing Agreement (the "Supplemental Remarketing Agreement") with the Company and the Purchase Contract Agent, which shall either be (i) substantially in the form attached hereto as Exhibit A (with such changes as the Company and the Remarketing Agent may agree upon, it being understood that changes may be necessary in the representations, warranties, covenants and other provisions of the Supplemental Remarketing Agreement due to changes in law or facts and circumstances or in the event that Xxxxxxx Xxxxx Merrill Lynch is not the sole remarketing agent, and with such further changes therein furtxxx xxxnxxx xherein as the Remarketing Agent may reasonably request, ) or (ii) in such other form as the Remarketing Agent may reasonably request, subject to the approval of the Company (such approval not to be unreasonably withheld). Anything herein to the contrary notwithstanding, Xxxxxxx Xxxxx Merrill Lynch shall not be obligated to act as Remarketing Agent or Reset Agent Xxxxx Axxxx hereunder unless the Supplemental Remarketing Agreement is in form and substance reasonably satisfactory to Xxxxxxx XxxxxMerrill Lynch. The Company agrees that Xxxxxxx Xxxxx Merrill Lynch shall have the rightxxxxx, on 15 xx 00 Business Days Days' notice to the Companyxxx Xxxpxxx, to appoint one or more additional remarketing agents so long as any such additional remarketing agents shall be reasonably acceptable to the Company. Upon any such appointment, the parties shall enter into an appropriate amendment to this Agreement to reflect the addition of any such remarketing agent.

Appointment and Obligations of Remarketing Agent. (a) The Company hereby appoints Xxxxxxx Xxxxx Barney and Xxxxxxx Xxxxx Xxxxxx hereby accepts such appointment, (i) as the Reset Agent to determine determine, in consultation with the Company, in the manner provided for herein and in the Indenture (as in effect on the date of this Remarketing Agreement) with respect to the Senior Notes, (1) the Reset Rate that, in the opinion of the Reset Agent, will, when applied to the Senior Notes, enable the Applicable Principal Amount of the Senior Notes to have an approximate aggregate market value of 100.5% of the Treasury Portfolio Purchase Price as of the Initial Remarketing Date, and (2) in the event of a Failed Initial Remarketing, the Reset Rate that, in the opinion of the Reset Agent, will, when applied to the Senior Notes, enable a Senior Note to have an approximate market value of 100.5% of its principal amount as of the third fifth Business Day preceding the Forward Purchase Contract Settlement Date, provided, in each case, that the Company, by notice to the Reset Agent prior to the tenth Business Day preceding May 17, 2004, in the case of the Initial Remarketing (as defined below), or the Forward Purchase Contract Settlement Date, in the case of the Secondary Remarketing (as defined below), shall, if applicable, limit the Reset Rate so that it does not exceed the maximum rate permitted by applicable law) law and (ii) as the exclusive Remarketing Agent (subject to the right of Xxxxxxx Xxxxx Barney to appoint additional remarketing agents hereunder as described below) to (1) remarket the Senior Notes of the Note holders electing to have their Senior Notes remarketed and of the Income PRIDES Upper DECS holders who have not elected to settle the Forward Purchase Contracts related to their Upper DECS by Cash Settlement and who have not settled their Forward Purchase Contracts early on the Initial Remarketing Date, for settlement on May 17, 2004 and (2) in the case of a Failed Initial Remarketing, remarket the Senior Notes of the Note holders electing to have their Senior Notes remarketed or of the Income PRIDES Upper DECS holders who have not early settled the related Forward Purchase Contracts and have failed to notify the Forward Purchase Contract Agent, on or prior to the fifth seventh Business Day immediately preceding the Forward Purchase Contract Settlement Date, of their intention to settle the related Forward Purchase Contracts through Cash Settlement. In connection with the remarketing contemplated hereby, the Remarketing Agent will enter into a Supplemental Remarketing Agreement (the "Supplemental Remarketing Agreement") with the Company and the Forward Purchase Contract Agent, which shall either be (i) substantially in the form attached hereto as Exhibit A (with such changes as the Company and the Remarketing Agent may agree upon, it being understood that changes may be necessary in the representations, warranties, covenants and other provisions of the Supplemental Remarketing Agreement due to changes in law or facts and circumstances or in the event that Xxxxxxx Xxxxx Xxxxxx is not the sole remarketing agent, and with such further changes therein as the Remarketing Agent may reasonably request, or (ii) in such other form as the Remarketing Agent may reasonably request, subject to the approval of the Company (such approval not to be unreasonably withheld). Anything herein to the contrary notwithstanding, Xxxxxxx Xxxxx Barney shall not be obligated to act as Remarketing Agent or Reset Agent hereunder unless the Supplemental Remarketing Agreement is in form and substance reasonably satisfactory to Xxxxxxx XxxxxXxxxx Xxxxxx. The Company agrees that Xxxxxxx Xxxxx Barney shall have the right, on 15 Business Days notice to the Company, to appoint one or more additional remarketing agents so long as any such additional remarketing agents shall be reasonably acceptable to the Company. Upon any such appointment, the parties shall enter into an appropriate amendment to this Agreement to reflect the addition of any such remarketing agent.

Appointment and Obligations of Remarketing Agent. (a) The Company hereby appoints Xxxxxxx Xxxxx Merrill Lynch and Xxxxxxx Xxxxx Merrill Lynch hereby accepts such appointment, (i) as the Reset xx xxx Rxxxx Agent to determine xx xxxexxxxx in consultation with the Company, in the manner provided for herein and in the Indenture (as in effect on the date of this Remarketing Agreement) Declaration with respect to the NotesTrust Securities and the Indenture with respect to the Debentures, (1) the Reset Rate thatRate, that in the opinion of the Reset Agent, will, when applied to the NotesTrust Securities (and, enable the Applicable Principal Amount of the Notes to have an approximate aggregate market value of 100.5% of the Treasury Portfolio Purchase Price as of the Initial Remarketing Date, and (2) in the event of a Failed Initial Remarketingthus, the Reset Rate that, in the opinion of the Reset Agent, will, when applied to the NotesDebentures), enable a Note Trust Security (and, thus, a Debenture), to have an approximate market value of approximately 100.5% of its principal the aggregate stated liquidation amount as of the third Business Day preceding the Purchase Contract Settlement Date, provided, in each case, that the Company, by notice to the Reset Agent prior to the tenth Business Day preceding May 17, 2004, in the case of such Trust Security and the Initial Remarketing (as defined below), or the Purchase Contract Settlement Date, aggregate principal amount in the case of such Debenture, provided that the Secondary Remarketing Company may limit such Reset Rate to be no higher than the rate on the Two-Year Benchmark Treasury plus 200 basis points (as defined below2%), shall, if applicable, limit the Reset Rate so that it does not exceed the maximum rate permitted by applicable law) and (ii) as the exclusive Remarketing Agent (subject to the right of Xxxxxxx Xxxxx to appoint additional remarketing agents hereunder as described below) to (1) remarket the Notes Capital Securities, or the Debentures, as the case may be, as the case may be, of the Note such Capital Security or Debenture holders electing to have their Notes remarketed and of the Income PRIDES holders on the Initial Remarketing DateCapital Securities or Debentures remarketed, for settlement on May 17, 2004 and (2) in the case of a Failed Initial Remarketing, remarket the Notes of the Note holders electing to have their Notes remarketed or of the such Income PRIDES holders who have not early settled the related Purchase Contracts and have failed to notify the Purchase Contract Agent, on or prior to the fifth Business Day immediately preceding the Purchase Contract Settlement Date, of their intention to settle the related Purchase Contracts through Cash Settlement. In connection , for settlement on the Purchase Contract Settlement Date, pursuant to the Remarketing Underwriting Agreement with the remarketing contemplated herebyCompany, the Remarketing Agent will enter into a Supplemental Remarketing Agreement (the "Supplemental Remarketing Agreement") with the Company Trust and the Purchase Contract Agent, which shall either be (i) substantially in the form attached hereto as Exhibit A (with such changes as the Company Company, the Purchase Contract Agent and the Remarketing Agent may agree upon, it being understood that changes may be necessary in the representations, warranties, covenants and other provisions of the Supplemental Remarketing Underwriting Agreement due to changes in law or facts and circumstances or in circumstances). Pursuant to the event that Xxxxxxx Xxxxx is not Remarketing Underwriting Agreement, the Remarketing Agent, either as the sole remarketing agent, and with such further changes therein underwriter or as the representative of a syndicate including the Remarketing Agent may reasonably request, and one or (ii) in such more other form as remarketing underwriters designated by the Remarketing Agent may reasonably requestAgent, will agree, subject to the approval terms and conditions set forth therein, that the Remarketing Agent and any such other remarketing underwriters will purchase severally the Capital Securities or the Debentures, as the case may be, to be sold by the holder or holders of Capital Securities or Income PRIDES on the third Business Day immediately preceding the Purchase Contract Settlement Date and use their reasonable efforts to remarket such Capital Securities or the Debentures, as the case may be, (such purchase and remarketing being hereinafter referred to as the "Remarketing"), at a price of approximately 100.5% of such Capital Securities aggregate stated liquidation amount plus any accumulated and unpaid distributions and in the case of Debentures, at a price of approximately 100.5% of such Debentures aggregate principal amount plus any accrued and unpaid interest. Notwithstanding the preceding sentence, the Remarketing Agent shall not remarket any Capital Securities or Debentures, as the case may be, for a price less than 100% of the Company (aggregate stated liquidation amount or aggregate principal amount of such approval not to Capital Securities or Debentures, respectively, plus accumulated and unpaid distributions or accrued and unpaid interest, as the case may be. The proceeds of such remarketing shall be unreasonably withheld). Anything herein paid to the contrary notwithstanding, Xxxxxxx Xxxxx shall not be obligated to act as Remarketing Collateral Agent or Reset Agent hereunder unless in accordance with Section 4.6 of the Supplemental Remarketing Pledge Agreement is in form and substance reasonably satisfactory to Xxxxxxx Xxxxx. The Company agrees that Xxxxxxx Xxxxx shall have Section 5.3 of the right, on 15 Business Days notice to the Company, to appoint one or more additional remarketing agents so long as any such additional remarketing agents shall be reasonably acceptable to the Company. Upon any such appointment, the parties shall enter into an appropriate amendment to this Purchase Contract Agreement to reflect the addition (each of any such remarketing agentwhich Sections are incorporated herein by reference).

Appointment and Obligations of Remarketing Agent. (a) The Company and Duke Capital hereby appoints appoint Xxxxxx Xxxxxxx Xxxxx and Xxxxxxx Xxxxx hereby accepts such appointment, (i) as the Reset Agent to determine in consultation with the CompanyCompany and Duke Capital, in the manner provided for herein and in the Fourth Supplemental Indenture (as in effect on the date of this Remarketing Agreement) with respect to the Senior Notes, (1) the Reset Rate that, in the opinion of the Reset Agent, will, when applied to the Senior Notes, enable the Applicable Principal Amount of the Senior Notes to have an approximate aggregate market value of 100.5% of the Treasury Portfolio Purchase Price as of the Initial Remarketing Date, and (2) in the event of a Failed Initial Remarketing, the Reset Rate that, in the opinion of the Reset Agent, will, when applied to the Senior Notes, enable a Senior Note to have an approximate market value of 100.5% of its principal amount as of the third Business Day preceding the Purchase Contract Settlement Date, provided, in each case, that the CompanyCompany and Duke Capital, by notice to the Reset Agent prior to the tenth Business Day preceding May 17[ ] , 2004, in the case of the Initial Remarketing (as defined below), or the Purchase Contract Settlement Date, in the case of the Secondary Remarketing (as defined below), shall, if applicable, limit the Reset Rate so that it does not exceed the maximum rate permitted by applicable law) and (ii) as the exclusive Remarketing Agent (subject to the right of Xxxxxx Xxxxxxx Xxxxx to appoint additional remarketing agents hereunder as described below) to (1) remarket the Senior Notes of the Note holders Senior Noteholders electing to have their Senior Notes remarketed and of the Income PRIDES Corporate Units holders on the Initial Remarketing Date, for settlement on May 17[ ] , 2004 and (2) in the case of a Failed Initial Remarketing, remarket the Senior Notes of the Note holders Senior Noteholders electing to have their Senior Notes remarketed or of the Income PRIDES Corporate Units holders who have not early settled the related Purchase Contracts and have failed to notify the Purchase Contract Agent, on or prior to the fifth Business Day immediately preceding the Purchase Contract Settlement Date, of their intention to settle the related Purchase Contracts through Cash Settlement. In connection with the remarketing contemplated hereby, the Remarketing Agent will enter into a Supplemental Remarketing Agreement (the "Supplemental Remarketing Agreement") with the Company Company, Duke Capital and the Purchase Contract Agent, which shall either be (i) substantially in the form attached hereto as Exhibit A (with such changes as the Company Company, Duke Capital and the Remarketing Agent may agree upon, it being understood that changes may be necessary in the representations, warranties, covenants and other provisions of the Supplemental Remarketing Agreement due to changes in law or facts and circumstances or in the event that Xxxxxx Xxxxxxx Xxxxx is not the sole remarketing agent, and with such further changes therein as the Remarketing Agent may reasonably request), or (ii) in such other form as the Remarketing Agent may reasonably request, subject to the approval of the Company and Duke Capital (such approval not to be unreasonably withheld). Anything herein to the contrary notwithstanding, to the extent that the parties hereto are unable to agree on the form or substance of the Supplemental Remarketing Agreement, Xxxxxx Xxxxxxx Xxxxx shall not be obligated to act as Remarketing Agent or Reset Agent hereunder unless the Supplemental Remarketing Agreement is in form and substance reasonably satisfactory to Xxxxxxx Xxxxxhereunder. The Company agrees and Duke Capital agree that Xxxxxx Xxxxxxx Xxxxx shall have the right, on 15 Business Days Days' notice to the CompanyCompany and Duke Capital, to appoint one or more additional remarketing agents so long as any such additional remarketing agents shall be reasonably acceptable to the CompanyCompany and Duke Capital. Upon any such appointment, the parties shall enter into an appropriate amendment to this Agreement to reflect the addition of any such remarketing agent.

Appointment and Obligations of Remarketing Agent. (a) The Company hereby appoints Xxxxxxx Xxxxx [Merrill Lynch] and Xxxxxxx Xxxxx [Merrill Lynch] hereby accepts such appointment, (ix) as the Reset Agent to determine xx txx Xxset Agexx xx xexxxxxne in consultation with the Company, in the manner provided for herein and in the Indenture (as defined in Schedule I hereto) (as in effect on the date of this Remarketing Agreement) with respect to the Notes, (1) the Reset Rate that, in the opinion of the Reset Agent, will, when applied to the Notes, enable the Applicable Principal Amount of the Notes to have an approximate aggregate market value of 100.5% of the Treasury Portfolio Purchase Price as of the Initial Remarketing Date, and (2) in the event of a Failed Initial Remarketing, the Reset Rate that, in the opinion of the Reset Agent, will, when applied to the Notes, enable a Note to have an approximate market value of 100.5% of its principal amount as of the third Business Day preceding the Purchase Contract Settlement Date, provided, in each case, that the Company, by notice to the Reset Agent prior to the tenth Business Day preceding May 17(x) November 16, 2004, in the case of the Initial Remarketing (as defined below), or (y) the Purchase Contract Settlement Date, in the case of the Secondary Remarketing (as defined below), shall, if applicable, limit the Reset Rate so that it does not exceed the maximum rate permitted by applicable law) law and (ii) as the exclusive Remarketing Agent (subject to the right of Xxxxxxx Xxxxx Merrill Lynch to appoint additional remarketing agents hereunder as described belowxxxxxxxex xxxow) to (1) remarket the Notes of the Note holders electing to have their Notes remarketed and of the Income PRIDES PACS holders on the Initial Remarketing Date, for settlement on May 17November 16, 2004 and (2) in the case of a Failed Initial Remarketing, remarket the Notes of the Note holders electing to have their Notes remarketed or of the Income PRIDES PACS holders who have not early settled the related Purchase Contracts and have failed to notify the Purchase Contract Agent, on or prior to the fifth Business Day immediately preceding the Purchase Contract Settlement Date, of their intention to settle the related Purchase Contracts through Cash Settlement. In connection with the remarketing contemplated hereby, the Remarketing Agent will enter into a Supplemental Remarketing Agreement (the "Supplemental Remarketing Agreement") with the Company and the Purchase Contract Agent, which shall either be (i) substantially in the form attached hereto as Exhibit A (with such changes as the Company and the Remarketing Agent may agree upon, it being understood that changes may be necessary in the representations, warranties, covenants and other provisions of the Supplemental Remarketing Agreement due to changes in law or facts and circumstances or in the event that Xxxxxxx Xxxxx [Merrill Lynch] is not the sole remarketing agent, and with such further changes therein furtxxx xxxnxxx xherein as the Remarketing Agent may reasonably request), or (ii) in such other form as the Remarketing Agent may reasonably request, subject to the approval of the Company (such approval not to be unreasonably withheld)) . Anything herein to the contrary notwithstanding, Xxxxxxx Xxxxx [Merrill Lynch] shall not be obligated to act as Remarketing Agent or Reset Agent Xxxxx Axxxx hereunder unless the Supplemental Remarketing Agreement is in form and substance reasonably satisfactory to Xxxxxxx Xxxxx[Merrill Lynch]. The Company agrees that Xxxxxxx Xxxxx [Merrill Lynch] shall have the righttxx xxxxt, on xx 15 Business Days notice to the Companytxx Xxxxaxx, to xo appoint one or more additional remarketing agents so long as any such additional remarketing agents shall be reasonably acceptable to the Company. Upon any such appointment, the parties shall enter into an appropriate amendment to this Agreement to reflect the addition of any such remarketing agent.