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

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

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

Rights and Obligations Evidenced by the Certificates. (a) Each Normal Equity Units Certificate shall evidence the number of Normal Equity Units specified therein, with each such Normal Unit Equity Units representing the ownership by the Holder thereof of a beneficial interest in a Note or the appropriate Treasury Consideration or Applicable Ownership Interest in the Treasury Portfolio, as the case may be, subject to the Pledge of such Note, Note or such Treasury Consideration or Applicable Ownership Interest in the Treasury Portfolio, as the case may be, by such Holder pursuant to the Pledge Agreement, and the rights and obligations of the Holder thereof and the Company under one Forward Purchase Contract. The Agent as attorney-in-fact for, and on behalf of, the Holder of each Normal Equity Unit shall pledge, pursuant to the Pledge Agreement, the Note or the appropriate Treasury Consideration or Applicable Ownership Interest in the Treasury Portfolio, as the case may be, forming a part of such Normal UnitEquity Units, to the Collateral Agent and grant to the Collateral Agent a security interest in the right, title, and interest of such Holder in such Note, Note or such Treasury Consideration or Applicable Ownership Interest in the Treasury Portfolio, as the case may be, for the benefit of the Company, to secure the obligation of the Holder under each Forward Purchase Contract to purchase the Common Stock of the Company. Prior to the purchase of shares of Common Stock under each Forward Purchase Contract, such Forward Purchase Contracts shall not entitle the Holders of Normal Equity Units Certificates to any of the rights of a holder of shares of Common Stock, including, without limitation, the right to vote or receive any dividends or other payments or to consent or to receive notice as stockholders in respect of the meetings of stockholders or for the election of directors of the Company or for any other matter, or any other rights whatsoever as stockholders of the Company.

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

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

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

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

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

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

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

Rights and Obligations Evidenced by the Certificates. (a) Each Normal Equity Units Certificate shall evidence the number of Normal Equity Units specified therein, with each such Normal Unit Equity Units Certificate representing the ownership by the Holder thereof of a beneficial interest in a Note or the appropriate Treasury Consideration or Applicable Ownership Interest in the Treasury Portfolio, as the case may be, subject to the Pledge of such Note, Note or such Treasury Consideration or Applicable Ownership Interest in the Treasury Portfolio, as the case may be, by such Holder pursuant to the Pledge Agreement, and the rights and obligations of the Holder thereof and the Company under one Forward Purchase Contract. The Agent as attorney-in-fact for, and on behalf of, the Holder of each Normal Equity Unit shall pledge, pursuant to the Pledge Agreement, the Note or the appropriate Treasury Consideration or Applicable Ownership Interest in the Treasury Portfolio, as the case may be, forming a part of such Normal UnitEquity Units, to the Collateral Agent and grant to the Collateral Agent a security interest in the right, title, and interest of such Holder in such Note, Note or such Treasury Consideration or Applicable Ownership Interest in the Treasury Portfolio, as the case may be, for the benefit of the Company, to secure the obligation of the Holder under each Forward Purchase Contract to purchase the Common Stock of the Company. Prior to the purchase of shares of Common Stock under each Forward Purchase Contract, such Forward Purchase Contracts shall not entitle the Holders of Normal Equity Units Certificates to any of the rights of a holder of shares of Common Stock, including, without limitation, the right to vote or receive any dividends or other payments or to consent or to receive notice as stockholders in respect of the meetings of stockholders or for the election of directors of the Company or for any other matter, or any other rights whatsoever as stockholders of the Company.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Rights and Obligations Evidenced by the Certificates. (a) Each Normal Corporate Units Certificate shall evidence the number of Normal Corporate Units specified therein, with each such Normal Corporate Unit representing (1) the ownership by the Holder thereof of a beneficial interest the Pledged Applicable Ownership Interests in a Note Mandatory Convertible Preferred Stock or the appropriate Treasury Consideration or Pledged Applicable Ownership Interest Interests in the Treasury Portfolio, as the case may be, subject to the Pledge in respect of such Note, Treasury Consideration or Applicable Ownership Interest in the Treasury Portfolio, as the case may be, by such Holder pursuant to the Pledge Agreement, Holder’s Corporate Unit and (2) the rights and obligations of the Holder thereof and the Company under one Purchase Contract. The Purchase Contract Agent is hereby authorized, as attorney-in-fact for, and on behalf of, the Holder of each Normal Unit shall Corporate Unit, to pledge, pursuant to the Pledge AgreementArticle 11 hereof, the Note Applicable Ownership Interest in Mandatory Convertible Preferred Stock, or the appropriate Treasury Consideration or Applicable Ownership Interest in the Treasury Portfolio, as the case may be, forming a part of such Normal Unit, Corporate Unit to the Collateral Agent and grant to the Collateral Agent a security interest in the right, title, and interest of such Holder in such Note, Treasury Consideration or Applicable Ownership Interest in the Treasury Portfolio, as the case may beAgent, for the benefit of the Company, and to grant to the Collateral Agent, as agent of and for the benefit of the Company, a security interest in the right, title and interest of such Holder in such Applicable Ownership Interest in Mandatory Convertible Preferred Stock or such Applicable Ownership Interest in the Treasury Portfolio to secure the obligation of the Holder under each Purchase Contract to purchase shares of Common Stock. To effect such Pledge and grant such security interest, the Common Stock Transfer Agent, has, on the date hereof, delivered to the Purchase Contract Agent, on behalf of the Holders of Corporate Units, the Applicable Ownership Interests in Mandatory Convertible Preferred Stock. Upon the formation of a Treasury Unit pursuant to Section 3.12(a), each Treasury Units Certificate shall evidence the number of Treasury Units specified therein, with each such Treasury Unit representing (1) the ownership by the Holder thereof of a 1/10 undivided beneficial ownership interest in one Treasury Security, subject to the Pledge of such interest by such Holder pursuant to this Agreement, and (2) the rights and obligations of the Holder thereof and the Company under one Purchase Contract. The Purchase Contract Agent is hereby authorized, as attorney-in-fact for, and on behalf of, the Holder of each Treasury Unit, to pledge, pursuant to Article 11 hereof, such Holder’s interest in the Treasury Security forming a part of such Treasury Unit to the Collateral Agent, as agent of and for the benefit of the Company. Prior , and to grant to the Collateral Agent, for the benefit of the Company, a security interest in the right, title and interest of such Holder in such Treasury Security to secure the obligation of the Holder under each Purchase Contract to purchase of shares of Common Stock Stock. Upon the formation of a Cash Settled Unit pursuant to Section 3.13(a), each Cash Settled Units Certificate shall evidence the number of Cash Settled Units specified therein, with each such Cash Settled Unit representing (1) the ownership by the Holder thereof of $100 Cash, subject to the Pledge of such Cash by such Holder pursuant to this Agreement, and (2) the rights and obligations of the Holder thereof and the Company under one Purchase Contract. The Purchase Contract Agent is hereby authorized, as attorney-in-fact for, and on behalf of, the Holder of each Cash Settled Unit, to pledge, pursuant to Article 11 hereof, such Holder’s Cash forming a part of such Cash Settled Unit to the Collateral Agent, as agent of and for the benefit of the Company, and to grant to the Collateral Agent, for the benefit of the Company, a security interest in the right, title and interest of such Holder in such Cash to secure the obligation of the Holder under each Purchase Contract, such Contract to purchase shares of Common Stock. The Purchase Contracts shall not not, prior to the settlement thereof, entitle the Holders Holder of Normal Units Certificates a Unit to any of the rights of a holder of shares of Common Stock, including, without limitation, the right to vote or receive any dividends or other payments or distributions or to consent or to receive notice as stockholders a shareholder in respect of the meetings of stockholders shareholders or for the election of directors of the Company or for any other matter, or any other rights whatsoever as stockholders a shareholder of the Company.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Rights and Obligations Evidenced by the Certificates. (a) Each Normal SPC Units Certificate shall evidence the number of Normal SPC Units specified therein, with each such Normal SPC Unit representing (1) the ownership by the Holder thereof of a beneficial interest in one Note having a Note or the appropriate Treasury Consideration or Applicable Ownership Interest in the Treasury Portfolio, as the case may beprincipal amount of $50, subject to the Pledge of such Note, Treasury Consideration or Applicable Ownership Interest in the Treasury Portfolio, as the case may be, Note by such Holder pursuant to the Pledge Agreement, and (2) the rights and obligations of the Holder thereof and the Company under one Purchase Contract. The Purchase Contract Agent as attorney-in-fact for, and on behalf of, the Holder of each Normal SPC Unit shall pledge, pursuant to the Pledge Agreement, the Note or the appropriate Treasury Consideration or Applicable Ownership Interest in the Treasury Portfolio, as the case may be, forming a part of such Normal SPC Unit, to the Collateral Agent and grant to the Collateral Agent a security interest in the right, title, title and interest of such Holder in such Note, Treasury Consideration or Applicable Ownership Interest in the Treasury Portfolio, as the case may be, Note for the benefit of the Company, to secure the obligation of the Holder under each Purchase Contract to purchase the shares of Common Stock of the CompanyStock. Prior to the purchase of shares of Common Stock under each Purchase Contract, such Purchase Contracts shall not entitle the Holders Holder of Normal a SPC Units Certificates Certificate to any of the rights of a holder of shares of Common Stock, including, without limitation, the right to vote or receive any dividends or other payments or to consent or to receive notice as stockholders a shareholder in respect of the meetings of stockholders shareholders or for the election of directors of the Company or for any other matter, or any other rights whatsoever as stockholders a shareholder of the Company. Upon the formation of a Treasury SPC Unit pursuant to Section 3.13, each Treasury SPC Units Certificate shall evidence the number of Treasury SPC Units specified therein, with each such Treasury SPC Unit representing (1) the ownership by the Holder thereof of a 1/20 undivided beneficial ownership interest in a Treasury Security with a principal amount at maturity equal to $1,000, subject to the Pledge of such Treasury Security by such Holder pursuant to the Pledge Agreement, and (2) the rights and obligations of the Holder thereof and the Company under one Purchase Contract. The Purchase Contract Agent as attorney-in-fact for, and on behalf of, the Holder of each Treasury SPC Unit shall pledge, pursuant to the Pledge Agreement, each Treasury Security or portion thereof forming a part of such Treasury SPC Unit, to the Collateral Agent and grant to the Collateral Agent a security interest in the right, title and interest of such Holder in such Treasury Security for the benefit of the Company, to secure the obligation of the Holder under each Purchase Contract to purchase shares of Common Stock. Prior to the purchase of shares of Common Stock under each Purchase Contract, such Purchase Contracts shall not entitle the Holder of a Treasury SPC Units Certificate to any of the rights of a holder of shares of Common Stock, including, without limitation, the right to vote or receive any dividends or other payments or to consent or to receive notice as a shareholder in respect of the meetings of shareholders or for the election of directors of the Company or for any other matter, or any other rights whatsoever as a shareholder of the Company.

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

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

Rights and Obligations Evidenced by the Certificates. (a) Each Normal Corporate Units Certificate shall evidence the number of Normal Corporate Units specified therein, with each such Normal Corporate Unit representing (1) the ownership by the Holder thereof of a beneficial interest the Pledged Applicable Ownership Interests in a Note Convertible Preferred Stock or the appropriate Treasury Consideration or Pledged Applicable Ownership Interest Interests in the Treasury Portfolio, as the case may be, subject to the Pledge in respect of such Note, Treasury Consideration or Applicable Ownership Interest in the Treasury Portfolio, as the case may be, by such Holder pursuant to the Pledge Agreement, Holder’s Corporate Unit and (2) the rights and obligations of the Holder thereof and the Company under one Purchase Contract. The Purchase Contract Agent is hereby authorized, as attorney-in-fact for, and on behalf of, the Holder of each Normal Unit shall Corporate Unit, to pledge, pursuant to the Pledge AgreementArticle 11 hereof, the Note Applicable Ownership Interest in Convertible Preferred Stock, or the appropriate Treasury Consideration or Applicable Ownership Interest in the Treasury Portfolio, as the case may be, forming a part of such Normal Unit, Corporate Unit to the Collateral Agent and grant to the Collateral Agent a security interest in the right, title, and interest of such Holder in such Note, Treasury Consideration or Applicable Ownership Interest in the Treasury Portfolio, as the case may beAgent, for the benefit of the Company, and to grant to the Collateral Agent, as agent of and for the benefit of the Company, a security interest in the right, title and interest of such Holder in such Applicable Ownership Interest in Convertible Preferred Stock or such portion of the Applicable Ownership Interest in the Treasury Portfolio to secure the obligation of the Holder under each Purchase Contract to purchase shares of Common Stock. To effect such Pledge and grant such security interest, the Common Stock Purchase Contract Agent on behalf of the Holders of Corporate Units has, on the date hereof, delivered to the Collateral Agent the Applicable Ownership Interests in Convertible Preferred Stock. Upon the formation of a Treasury Unit pursuant to Section 3.12(a), each Treasury Units Certificate shall evidence the number of Treasury Units specified therein, with each such Treasury Unit representing (1) the ownership by the Holder thereof of a 1/10th undivided beneficial ownership interest in one Treasury Security, subject to the Pledge of such interest by such Holder pursuant to this Agreement, and (2) the rights and obligations of the Holder thereof and the Company under one Purchase Contract. The Purchase Contract Agent is hereby authorized, as attorney-in-fact for, and on behalf of, the Holder of each Treasury Unit, to pledge, pursuant to Article 11 hereof, such Holder’s interest in the Treasury Security forming a part of such Treasury Unit to the Collateral Agent, as agent of and for the benefit of the Company. Prior , and to grant to the Collateral Agent, for the benefit of the Company, a security interest in the right, title and interest of such Holder in such Treasury Security to secure the obligation of the Holder under each Purchase Contract to purchase of shares of Common Stock Stock. Upon the formation of a Cash Settled Unit pursuant to Section 3.13(a), each Cash Settled Units Certificate shall evidence the number of Cash Settled Units specified therein, with each such Cash Settled Unit representing (1) the ownership by the Holder thereof of $100 Cash, subject to the Pledge of such Cash by such Holder pursuant to this Agreement, and (2) the rights and obligations of the Holder thereof and the Company under one Purchase Contract. The Purchase Contract Agent is hereby authorized, as attorney-in-fact for, and on behalf of, the Holder of each Cash Settled Unit, to pledge, pursuant to Article 11 hereof, such Holder’s Cash forming a part of such Cash Settled Unit to the Collateral Agent, as agent of and for the benefit of the Company, and to grant to the Collateral Agent, for the benefit of the Company, a security interest in the right, title and interest of such Holder in such Cash to secure the obligation of the Holder under each Purchase Contract, such Contract to purchase shares of Common Stock. The Purchase Contracts shall not not, prior to the settlement thereof, entitle the Holders of Normal Units Certificates Holder to any of the rights of a holder of shares of Common Stock, including, without limitation, the right to vote or receive any dividends or other payments or to consent or to receive notice as stockholders a shareholder in respect of the meetings of stockholders shareholders or for the election of directors of the Company or for any other matter, or any other rights whatsoever as stockholders a shareholder of the Company.

Rights and Obligations Evidenced by the Certificates. (a) Each Normal Units Corporate Unit Certificate shall evidence the number of Normal Corporate Units specified therein, with each such Normal Corporate Unit representing (1) the ownership by the Holder thereof of a beneficial interest an Applicable Ownership Interest in a Note Debentures or the appropriate Treasury Consideration or an Applicable Ownership Interest in the Treasury Portfolio, as the case may be, subject to the Pledge of such Note, Treasury Consideration Applicable Ownership Interest in Debentures or Applicable Ownership Interest in the Treasury PortfolioPortfolio (as specified in clause (i) of the definition of such term), as the case may be, by such Holder pursuant to the Pledge Agreement, and (2) the rights and obligations of the Holder thereof and the Company under one Purchase Contract. The Purchase Contract Agent as attorney-in-fact attorney‑in‑fact for, and on behalf of, the Holder of each Normal Corporate Unit shall pledge, pursuant to the Pledge Agreement, the Note or the appropriate Treasury Consideration each Applicable Ownership Interest in Debentures or Applicable Ownership Interest in the Treasury PortfolioPortfolio (as specified in clause (i) of the definition of such term), as the case may be, forming a part of such Normal Corporate Unit, to the Collateral Agent and grant to the Collateral Agent a security interest in the right, title, and interest of such Holder in such Note, Treasury Consideration Applicable Ownership Interest in Debentures or such Applicable Ownership Interest in the Treasury PortfolioPortfolio (as specified in clause (i) of the definition of such term), as the case may be, for the benefit of the Company, to secure the obligation of the Holder under each one Purchase Contract to purchase the Common Stock Stock. DB1/ 116094647.1 Upon the formation of a Treasury Unit pursuant to Section 3.13, each Treasury Unit Certificate shall evidence the number of Treasury Units specified therein, with each such Treasury Unit representing (1) the ownership by the Holder thereof of a 5% undivided beneficial interest in a Treasury Security, subject to the Pledge of such interest by such Holder pursuant to the Pledge Agreement, and (2) the rights and obligations of the Holder thereof and the Company under one Purchase Contract. The Purchase Contract Agent as attorney‑in‑fact for, and on behalf of, the Holder of each Treasury Unit shall pledge, pursuant to the Pledge Agreement, each undivided beneficial interest in a Treasury Security forming a part of such Treasury Unit, to the Collateral Agent and grant to the Collateral Agent a security interest in the right, title, and interest of such Holder in such undivided beneficial interest in a Treasury Security for the benefit of the Company, to secure the obligation of the Holder under one Purchase Contract to purchase the Common Stock. Prior to the purchase of shares of Common Stock under each Purchase Contract, such Purchase Contracts Contract shall not entitle the Holders Holder of Normal Units Certificates a Unit to any of the rights of a holder of shares of Common Stock, including, without limitation, the right to vote or receive any dividends or other payments or to consent or to receive notice as stockholders a shareholder in respect of the meetings of stockholders shareholders or for the election of directors of the Company or for any other matter, or any other rights whatsoever as stockholders a shareholder of the Company.

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

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

Rights and Obligations Evidenced by the Certificates. (a) Each Normal Units SPACES Certificate shall evidence the number of Normal Units SPACES specified therein, with each such Normal Unit SPACES representing the ownership by the Holder thereof of a beneficial interest in a Note or the appropriate Treasury Consideration or Applicable Ownership Interest in the Treasury Portfolio, as the case may be, subject to the Pledge of such Note, Treasury Consideration or Applicable Ownership Interest in the Treasury Portfolio, as the case may be, by such Holder pursuant to the Pledge Agreement, (i) one PACES and (ii) the rights and obligations of the Holder thereof and the Company under one Variable-Share Repurchase Contract. One PACES shall represent the ownership by the Holder thereof of (x) the Ownership Interest in the Treasury Strip, subject to the Pledge thereof, (y) the Ownership Interest in the Treasury Portfolio and (z) the rights and obligations of the Holder thereof and the Company under one Fixed-Share Purchase Contract, subject to the Pledge of the Fixed-Share Right. The Agent Agent, as attorney-in-fact for, and on behalf of, the Holder of each Normal Unit SPACES shall pledge, pursuant to the Pledge Agreement, the Note or the appropriate Treasury Consideration or Applicable Ownership Interest in the Treasury Portfolio, as Strip and the case may be, Fixed-Share Right forming a part of such Normal Unit, SPACES to the Collateral Agent and grant to the Collateral Agent a security interest in the right, title, title and interest of such Holder in such Note, Treasury Consideration or Applicable Ownership Interest in the Treasury Portfolio, as Strip and the case may beFixed-Share Right, for the benefit of the Company, to secure secure, in the case of the Ownership Interest in the Treasury Strip, the obligation of the Holder under each the Fixed-Share Purchase Contract to purchase the Common Stock of the Company and, in the case of the Fixed-Share Right, the obligation of the Holder under the Variable-Share Repurchase Contract to sell the Common Stock of the Company. Prior to the purchase of shares of Common Stock under each Fixed-Share Purchase Contract, such Purchase Contracts shall not entitle the Holders of Normal Units SPACES Certificates to any of the rights of a holder of shares of Common Stock, including, without limitation, the right to vote or receive any dividends or other payments or to consent or to receive notice as stockholders in respect of the meetings of stockholders or for the election of directors of the Company or for any other matter, or any other rights whatsoever as stockholders of the Company.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Rights and Obligations Evidenced by the Certificates. (a) Each Normal Units Type A Certificate shall evidence the number of Normal Units Type A Securities specified therein, with each such Normal Unit Type A Security representing the ownership by the Holder thereof of a beneficial interest in a Note or the appropriate Treasury Consideration or Debentures and/or the Applicable Ownership Interest in the Treasury Portfolio, as the case may be, subject to the Pledge of such Note, Treasury Consideration or Debenture and/or the Applicable Ownership Interest in the Treasury Portfolio, as the case may be, by such Holder pursuant to the Pledge Agreement, and the rights and obligations of the Holder thereof and the Company under one Purchase Contract. The Agent as attorney-in-fact for, and on behalf of, the Holder of each Normal Unit Type A Security shall pledge, pursuant to the Pledge Agreement, each Debenture and/or the Note or the appropriate Treasury Consideration or Applicable Ownership Interest in the Treasury Portfolio, as the case may be, forming a part of such Normal UnitType A Security, to the Collateral Agent and grant to the Collateral Agent a security interest in the right, title, and interest of such Holder in such Note, Treasury Consideration or Debenture and/or the Applicable Ownership Interest in the Treasury Portfolio, as the case may be, for the benefit of the Company, to secure the obligation of the Holder under each one Purchase Contract to purchase the Common Stock of the Company. Prior Each Type B Certificate shall evidence the number of Type B Securities specified therein, with each such Type B Security representing the ownership by the Holder thereof of a [1/20] undivided beneficial interest in a Treasury Security with a principal amount equal to [$1,000] subject to the Pledge of such Treasury Security by such Holder pursuant to the Pledge Agreement, and the rights and obligations of the Holder thereof and the Company under one Purchase Contract. The Agent as attorney-in-fact for, and on behalf of, the Holder of each Type B Security shall pledge, pursuant to the Pledge Agreement, each Treasury Security forming a part of such Type B Security, to the Collateral Agent and grant to the Collateral Agent a security interest in the right, title, and interest of such Holder in such Treasury Security for the benefit of the Company, to secure the obligation of the Holder under one Purchase Contract to purchase of shares of the Common Stock under each Purchase Contract, such Purchase Contracts shall not entitle the Holders of Normal Units Certificates to any of the rights of a holder of shares of Common Stock, including, without limitation, the right to vote or receive any dividends or other payments or to consent or to receive notice as stockholders in respect of the meetings of stockholders or for the election of directors of the Company or for any other matter, or any other rights whatsoever as stockholders of the Company.

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

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

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

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

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

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

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

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

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

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

Rights and Obligations Evidenced by the Certificates. (a) Each Normal Corporate HiMEDS Units Certificate shall evidence the number of Normal Corporate HiMEDS Units specified therein, with each such Normal Corporate HiMEDS Unit representing (i) the ownership by the Holder thereof of a 1/20, or 5.00%, undivided beneficial interest in $1,000 aggregate principal amount of a Note or the appropriate Treasury Consideration or Applicable Ownership Interest in the Treasury Portfolio, as the case may be, subject to the Pledge of such Senior Note, Treasury Consideration or Applicable Ownership Interest in the Treasury Portfolio, as the case may be, by such Holder pursuant to the Pledge Agreement, and (ii) the rights and obligations of the Holder thereof and the Company under one Purchase Contract. The Purchase Contract Agent is hereby authorized, as attorney-in-fact for, and on behalf of, the Holder of each Normal Unit shall Corporate HiMEDS Unit, to pledge, pursuant to the Pledge AgreementArticle 11 hereof, the Note or the appropriate Treasury Consideration or Applicable Ownership Interest in the Treasury Portfolio, as the case may beSenior Note, forming a part of such Normal Corporate HiMEDS Unit, to the Collateral Agent for the benefit of the Company, and to grant to the Collateral Agent a security interest in the right, title, and interest of such Holder in such Note, Treasury Consideration or Applicable Ownership Interest in the Treasury Portfolio, as the case may beAgent, for the benefit of the Company, a security interest in the right, title and interest of such Holder in such Senior Note to secure the obligation of the Holder under each Purchase Contract to purchase shares of Common Stock. Upon the Common Stock formation of a Treasury HiMEDS Unit pursuant to Section 3.13, each Treasury HiMEDS Unit Certificate shall evidence the number of Treasury HiMEDS Units specified therein, with each such Treasury HiMEDS Unit representing (i) the ownership by the Holder thereof of a 1/20, or 5.00%, undivided beneficial interest in a Treasury Security with a principal amount equal to $1,000, subject to the Pledge of such interest by such Holder pursuant to this Agreement, and (ii) the rights and obligations of the Holder thereof and the Company under one Purchase Contract. The Purchase Contract Agent is hereby authorized, as attorney-in-fact for, and on behalf of, the Holder of each Treasury HiMEDS Unit, to pledge, pursuant to Article 11 hereof, such Holder’s interest in the Treasury Security forming a part of such Treasury HiMEDS Unit to the Collateral Agent, for the benefit of the Company, and to grant to the Collateral Agent, for the benefit of the Company, a security interest in the right, title and interest of such Holder in such Treasury Security to secure the obligation of the Holder under each Purchase Contract to purchase shares of Common Stock. Prior to the purchase of shares of Common Stock under each Purchase Contract, such Purchase Contracts shall not entitle the Holders Holder of Normal Units Certificates a HiMEDS Unit to any of the rights of a holder of shares of Common Stock, including, without limitation, the right to vote or receive any dividends or other payments or to consent or to receive notice as stockholders a shareholder in respect of the meetings of stockholders shareholders or for the election of directors of the Company or for any other matter, or any other rights whatsoever as stockholders a shareholder of the Company.

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

Rights and Obligations Evidenced by the Certificates. (a) Each Normal Units Income PRIDES Certificate shall evidence the number of Normal Units Income PRIDES specified therein, with each such Normal Unit Income PRIDES representing the ownership by the Holder thereof of a beneficial interest in Preferred Security with a Note or principal amount equal to the appropriate Treasury Consideration or Applicable Ownership Interest in the Treasury Portfolio, as the case may beStated Amount, subject to the Pledge of such Note, Treasury Consideration or Applicable Ownership Interest in the Treasury Portfolio, as the case may be, Preferred Security by such Holder pursuant to the Pledge Agreement, and the rights and obligations of the Holder thereof and the Company under one Purchase Contract. The Agent as attorney-in-fact for, and on behalf of, the each Holder of each Normal Unit Income PRIDES shall pledge, pursuant to the Pledge Agreement, the Note or the appropriate Treasury Consideration or Applicable Ownership Interest in the Treasury Portfolio, as the case may be, Preferred Security forming a part of such Normal UnitHolder's Income PRIDES, to the Collateral Agent and grant to the Collateral Agent a security interest in the right, title, and interest of such Holder in such Note, Treasury Consideration or Applicable Ownership Interest in the Treasury Portfolio, as the case may bePreferred Security, for the benefit of the Company, to secure the obligation of the Holder under each the Purchase Contract Contracts to purchase the Common Stock of the Company. Prior to the purchase of shares of Common Stock under each the Purchase ContractContracts, such Purchase Contracts shall not entitle the Holders of Normal Units Income PRIDES Certificates to any of the rights of a holder of shares of Common Stock, including, without limitation, the right to vote or receive any dividends or other payments or to consent or to receive notice as stockholders in respect of the meetings of stockholders or for the election of directors of the Company or for any other matter, or any other rights whatsoever as stockholders of the Company.. Each Growth PRIDES Certificate shall evidence the number of Growth PRIDES specified therein, with each such Growth PRIDES representing the ownership by the Holder thereof of a beneficial interest in Treasury Security with a principal amount equal to the aggregate Stated Amount of the Preferred Securities for which such Treasury Security is being substituted, subject to the Pledge of such Treasury Security by such Holder pursuant to the Pledge Agreement, and the rights and obligations of the Holder thereof and the Company under one Purchase Con-

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

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

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

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

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

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

Rights and Obligations Evidenced by the Certificates. (a) Each Normal Units Corporate Unit Certificate shall evidence the number of Normal Corporate Units specified therein, with each such Normal Corporate Unit representing (1) the ownership by the Holder thereof of a beneficial interest an Applicable Ownership Interest in a Note Debentures or the appropriate Treasury Consideration or an Applicable Ownership Interest in the Treasury Portfolio, as the case may be, subject to the Pledge of such Note, Treasury Consideration Applicable Ownership Interest in Debentures or Applicable Ownership Interest in the Treasury PortfolioPortfolio (as specified in clause (i) of the definition of such term), as the case may be, by such Holder pursuant to the Pledge Agreement, and (2) the rights and obligations of the Holder thereof and the Company under one Purchase Contract. The Purchase Contract Agent as attorney-in-fact for, and on behalf of, the Holder of each Normal Corporate Unit shall pledge, pursuant to the Pledge Agreement, the Note or the appropriate Treasury Consideration each Applicable Ownership Interest in Debentures or Applicable Ownership Interest in the Treasury PortfolioPortfolio (as specified in clause (i) of the definition of such term), as the case may be, forming a part of such Normal Corporate Unit, to the Collateral Agent and grant to the Collateral Agent a security interest in the right, title, and interest of such Holder in such Note, Treasury Consideration Applicable Ownership Interest in Debentures or such Applicable Ownership Interest in the Treasury PortfolioPortfolio (as specified in clause (i) of the definition of such term), as the case may be, for the benefit of the Company, to secure the obligation of the Holder under each one Purchase Contract to purchase the Common Stock Stock. Upon the formation of a Treasury Unit pursuant to Section 3.13, each Treasury Unit Certificate shall evidence the number of Treasury Units specified therein, with each such Treasury Unit representing (1) the ownership by the Holder thereof of a 5% undivided beneficial interest in a Treasury Security, subject to the Pledge of such interest by such Holder pursuant to the Pledge Agreement, and (2) the rights and obligations of the Holder thereof and the Company under one Purchase Contract. The Purchase Contract Agent as attorney-in-fact for, and on behalf of, the Holder of each Treasury Unit shall pledge, pursuant to the Pledge Agreement, each undivided beneficial interest in a Treasury Security forming a part of such Treasury Unit, to the Collateral Agent and grant to the Collateral Agent a security interest in the right, title, and interest of such Holder in such undivided beneficial interest in a Treasury Security for the benefit of the Company, to secure the obligation of the Holder under one Purchase Contract to purchase the Common Stock. Prior to the purchase of shares of Common Stock under each Purchase Contract, such Purchase Contracts Contract shall not entitle the Holders Holder of Normal Units Certificates a Unit to any of the rights of a holder of shares DB1/ 132079547.5 of Common Stock, including, without limitation, the right to vote or receive any dividends or other payments or to consent or to receive notice as stockholders a shareholder in respect of the meetings of stockholders shareholders or for the election of directors of the Company or for any other matter, or any other rights whatsoever as stockholders a shareholder of the Company.

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

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

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

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

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

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

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

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