Common use of Tax Event Redemption Clause in Contracts

Tax Event Redemption. Upon the occurrence of a Tax Event Redemption prior to the successful remarketing of the Notes, the Company may elect to instruct in writing the Collateral Agent to apply, and upon such written instruction, the Collateral Agent shall apply, out of the aggregate Redemption Price for the Notes that are components of Normal Units, an amount equal to the aggregate Tax Event Redemption Principal Amount for the Notes that are components of Normal Units to purchase on behalf of the Holders of Normal Units the Treasury Portfolio and promptly remit the remaining portion of such Redemption Price to the Agent for payment to the Holders of such Normal Units. The Treasury Portfolio will be substituted for the Pledged Notes, and will be pledged to the Collateral Agent in accordance with the terms of the Pledge Agreement to secure the obligation of each Holder of a Normal Unit to purchase the Common Stock under the Purchase Contract constituting a part of such Normal Unit. Following the occurrence of a Tax Event Redemption prior to a successful remarketing of the Notes, the Holders of Normal Units and the Collateral Agent shall have such security interests, rights and obligations with respect to the Treasury Portfolio as the Holder of Normal Units and the Collateral Agent had in respect of the Notes, as the case may be, subject to the Pledge thereof as provided in Articles II, III, IV, V and VI of the Pledge Agreement, and any reference herein or in the Certificates to the Note shall be deemed to be a reference to such Treasury Portfolio and any reference herein or in the Certificates to interest on the Notes shall be deemed to be a reference to corresponding distributions on the Treasury Portfolio. The Company may cause to be made in any Normal Unit Certificates thereafter to be issued such change in phraseology and form (but not in substance) as may be appropriate to reflect the substitution of the Treasury Portfolio for Notes as collateral. The Company shall cause notice of any Tax Event Redemption to be mailed, at least 30 calendar days but not more than 60 calendar days before such Tax Event Redemption Date, to each Holder of Notes to be redeemed at its registered address. Upon the occurrence of a Tax Event Redemption after the successful remarketing of the Notes, the Redemption Price will be payable in cash to the holders of the Notes.

Tax Event Redemption. Upon the occurrence of a Tax Event Redemption prior to the successful remarketing of the Notes, the Company may elect to instruct in writing the Collateral Agent to apply, and upon such written instruction, the Collateral Agent shall apply, out of the aggregate Redemption Price for the Notes that are components of Normal Equity Units, an amount equal to the aggregate Tax Event Redemption Principal Amount for the Notes that are components of Normal Equity Units to purchase on behalf of the Holders of Normal Equity Units the Treasury Portfolio and promptly remit the remaining portion of such aggregate Redemption Price to the Agent for payment to the Holders of such Normal Equity Units. The Treasury Portfolio will be substituted for the Pledged Notes, and will be pledged to the Collateral Agent in accordance with the terms of the Pledge Agreement to secure the obligation of each Holder of a Normal Unit an Equity Units to purchase the Common Stock under the Forward Purchase Contract constituting a part of such Normal UnitEquity Units. Following the occurrence of a Tax Event Redemption prior to a successful remarketing of the Notes, the Holders of Normal Equity Units and the Collateral Agent shall have such security interests, rights and obligations with respect to the Treasury Portfolio as the Holder of Normal Equity Units and the Collateral Agent had in respect of the Notes, as the case may be, subject to the Pledge thereof as provided in Articles II, III, IV, V and VI of the Pledge Agreement, and any reference herein or in the Certificates to the Note shall be deemed to be a reference to such Treasury Portfolio and any reference herein or in the Certificates to interest on the Notes shall be deemed to be a reference to corresponding distributions on the Treasury Portfolio. The Company may cause to be made in any Normal Unit Equity Units Certificates thereafter to be issued such change in phraseology and form (but not in substance) as may be appropriate to reflect the substitution of the Treasury Portfolio for Notes as collateral. The Company shall cause notice of any Tax Event Redemption to be mailed, at least 30 calendar days but not more than 60 calendar days before such Tax Event Redemption Date, to each Holder of Equity Units including Notes to be redeemed at its registered address. Upon the occurrence of a Tax Event Redemption after the successful remarketing of the Notes, the Redemption Price will be payable in cash to the holders of the Notes.

Tax Event Redemption. Upon If a Tax Event has occurred and is continuing and: (a) the Company has received a Redemption Tax Opinion; or (b) after receiving a Tax Event Opinion, the Regular Trustees shall have been informed by tax counsel rendering the Tax Event Opinion that a No Recognition Opinion cannot be delivered to the Trust, then, notwithstanding Section 3.2(a) but subject to Section 3.2(b), the Company shall have the right, upon not less than 30 nor more than 60 days notice to the registered Holders of the Debentures, to redeem the Debentures, in whole or in part, for cash within 90 days following the occurrence of a Tax Event Redemption prior to the successful remarketing of the Notes, the Company may elect to instruct in writing the Collateral Agent to apply, and upon such written instruction, the Collateral Agent shall apply, out of the aggregate Redemption Price for the Notes that are components of Normal Units, an amount equal to the aggregate Tax Event Redemption Principal Amount for the Notes that are components of Normal Units to purchase on behalf of the Holders of Normal Units the Treasury Portfolio and promptly remit the remaining portion of such Redemption Price to the Agent for payment to the Holders of such Normal Units. The Treasury Portfolio will be substituted for the Pledged Notes, and will be pledged to the Collateral Agent in accordance with the terms of the Pledge Agreement to secure the obligation of each Holder of a Normal Unit to purchase the Common Stock under the Purchase Contract constituting a part of such Normal Unit. Following the occurrence of a Tax Event Redemption prior to a successful remarketing of the Notes, the Holders of Normal Units and the Collateral Agent shall have such security interests, rights and obligations with respect to the Treasury Portfolio as the Holder of Normal Units and the Collateral Agent had in respect of the Notes, as the case may be, subject to the Pledge thereof as provided in Articles II, III, IV, V and VI of the Pledge Agreement, and any reference herein or in the Certificates to the Note shall be deemed to be a reference to such Treasury Portfolio and any reference herein or in the Certificates to interest on the Notes shall be deemed to be a reference to corresponding distributions on the Treasury Portfolio. The Company may cause to be made in any Normal Unit Certificates thereafter to be issued such change in phraseology and form (but not in substance) as may be appropriate to reflect the substitution of the Treasury Portfolio for Notes as collateral. The Company shall cause notice of any Tax Event Redemption to be mailed, at least 30 calendar days but not more than 60 calendar days before such Tax Event Redemption Date, (the "90 Day Period") at a redemption price equal to each Holder 100% of Notes the principal amount to be redeemed plus any accrued and unpaid interest thereon to the date of such redemption (the "Special Redemption Price"), provided, however, that if at its registered address. Upon the occurrence of a time there is available to the Company the opportunity to eliminate, within the 90 Day Period, the Tax Event Redemption after by taking some ministerial action ("Ministerial Action"), such as filing a form or making an election, or pursuing some other similar reasonable measure that has no adverse effect on the successful remarketing of the NotesCompany, the Redemption Price will be payable in cash to Trust or the holders of the NotesTrust Securities, the Company shall pursue such Ministerial Action in lieu of redemption; and provided further, that the Company shall have no right to redeem the Debentures while the Trust is pursuing any Ministerial Action pursuant to its obligations under the Declaration. The Special Redemption Price shall be paid prior to 12:00 noon, New York City time, on the date of such redemption or at such earlier time as the Company determines and specifies in the notice of redemption; provided, however, the Company shall deposit with the Trustee an amount sufficient to pay the Special Redemption Price by 10:00 a.m., New York City time, on the date such Special Redemption Price is to be paid.

Tax Event Redemption. Upon the occurrence of a Tax Event Redemption prior to the a successful remarketing of the NotesNotes pursuant to the provisions of Section 5.4, the Company may elect to instruct in writing the Collateral Agent to apply, and upon such written instruction, the Collateral Agent shall apply, out of the aggregate Redemption Price for the Notes that are components of Normal Units, an amount equal to the aggregate Tax Event Redemption Principal Amount for the Notes that are components of Normal Units to purchase on behalf of the Holders of Normal Units the Treasury Portfolio and promptly remit the remaining portion of such Redemption Price to the Agent for payment to the Holders of such Normal Units. The Treasury Portfolio will be substituted for the Pledged Notes, and will be pledged to the Collateral Agent in accordance with the terms of the Pledge Agreement to secure the obligation of each Holder of a Normal Unit to purchase the Common Stock under the Purchase Contract constituting a part of such Normal Unit. Following the occurrence of a Tax Event Redemption prior to a successful remarketing of the NotesNotes pursuant to the provisions of Section 5.4, the Holders of Normal Units and the Collateral Agent shall have such security interests, rights and obligations with respect to the Treasury Portfolio as the Holder of Normal Units and the Collateral Agent had in respect of the Notes, as the case may be, subject to the Pledge thereof as provided in Articles II, III, IV, V and VI of the Pledge Agreement, and any reference herein or in the Certificates to the Note shall be deemed to be a reference to such Treasury Portfolio and any reference herein or in the Certificates to interest on the Notes shall be deemed to be a reference to corresponding distributions on the Treasury Portfolio. The Company may cause to be made in any Normal Unit Certificates thereafter to be issued such change in phraseology and form (but not in substance) as may be appropriate to reflect the substitution of the Treasury Portfolio for Notes as collateral. The Company shall cause notice of any Tax Event Redemption to be mailed, at least 30 calendar days but not more than 60 calendar days before such Tax Event Redemption Date, to each Holder of Notes to be redeemed at its registered address. Upon the occurrence of a Tax Event Redemption after the successful remarketing of the Notes, the Redemption Price will be payable in cash to the holders of the Notes.

Tax Event Redemption. Upon the occurrence of a Tax Event Redemption prior to the a successful remarketing of the Pledged Notes, the Company may elect aggregate Redemption Price payable on the Tax Event Redemption Date with respect to instruct in writing such Pledged Notes shall be delivered to the Collateral Agent by the Trustee on or prior to apply12:00 p.m., New York City time, by wire transfer in immediately available funds at such place and upon at such written instructionaccount as may be designated by the Collateral Agent in exchange for the Pledged Notes. In the event the Collateral Agent receives such Redemption Price, the Collateral Agent shall applywill, at the written direction of the Company, apply an amount, out of the aggregate such Redemption Price for the Notes that are components of Normal UnitsPrice, an amount equal to the aggregate Tax Event Redemption Principal Amount for with respect to the Pledged Notes that are components of Normal Units to purchase on behalf of from the Holders of Normal Units Quotation Agent the Treasury Portfolio and promptly remit the remaining portion of such Redemption Price to the Purchase Contract Agent for payment to the Holders of such Normal Units. The Collateral Agent shall Transfer the Treasury Portfolio will be substituted for the Pledged Notes, and will be pledged to the Collateral Agent in accordance with the terms of the Pledge Agreement Account to secure the obligation of each Holder all Holders of a Normal Unit Units to purchase the Common Stock of the Company under the Purchase Contract Contracts constituting a part of such Normal UnitUnits, in substitution for the Pledged Notes. Following the occurrence of a Tax Event Redemption prior to a successful remarketing of the Notes, the Holders of Normal Units and Thereafter the Collateral Agent shall have such security interests, rights and obligations with respect to the Treasury Portfolio as the Holder of Normal Units and the Collateral Agent it had in respect of the Notes, as the case may be, subject to the Pledge thereof Pledged Notes as provided in Articles II, III, IV, V and VI of the Pledge AgreementVI, and any reference herein or in the Certificates to the Note Notes shall be deemed to be a reference to such Treasury Portfolio Portfolio, and any reference herein or in the Certificates to interest on the Notes shall be deemed to be a reference to corresponding distributions on the such Treasury Portfolio. The Company may cause to be made in any Normal Unit Certificates thereafter to be issued such change in phraseology and form (but not in substance) as may be appropriate to reflect the substitution of the Treasury Portfolio for Notes as collateral. The Company shall cause notice of any Tax Event Redemption to be mailed, at least 30 calendar days but not more than 60 calendar days before such Tax Event Redemption Date, to each Holder of Notes to be redeemed at its registered address. Upon the occurrence of a Tax Event Redemption after the successful remarketing of the Notes, the Redemption Price will be payable in cash to the holders of the Notes.

Tax Event Redemption. Upon the occurrence of a Tax Event Redemption prior to the earlier of a successful remarketing of the NotesNotes or the Stock Purchase Date, the Company may elect to instruct in writing the Collateral Agent to apply, and upon such written instruction, the Collateral Agent shall apply, out of the aggregate Redemption Price for the Notes that are components of Normal Equity Units, an amount equal to the aggregate Tax Event Redemption Principal Amount for the Notes that are components of Normal Equity Units to purchase on behalf of the Holders of Normal Equity Units the Treasury Portfolio and promptly remit the remaining portion of such aggregate Redemption Price to the Agent for payment to the Holders of such Normal Equity Units. The Treasury Portfolio will be substituted for the Pledged Notes, and will be pledged to the Collateral Agent in accordance with the terms of the Pledge Agreement to secure the obligation of each Holder of a Normal Unit an Equity Units to purchase the Common Stock under the Forward Purchase Contract constituting a part of such Normal UnitEquity Units. Following the occurrence of a Tax Event Redemption prior to the earlier of a successful remarketing of the NotesNotes or the Stock Purchase Date, the Holders of Normal Equity Units and the Collateral Agent shall have such security interests, rights and obligations with respect to the Treasury Portfolio as the Holder of Normal Equity Units and the Collateral Agent had in respect of the Notes, as the case may be, subject to the Pledge thereof as provided in Articles II, III, IV, V and VI of the Pledge Agreement, and any reference herein or in the Certificates to the Note shall be deemed to be a reference to such Treasury Portfolio and any reference herein or in the Certificates to interest on the Notes shall be deemed to be a reference to corresponding distributions on the Treasury Portfolio. The Company may cause to be made in any Normal Unit Equity Units Certificates thereafter to be issued such change in phraseology and form (but not in substance) as may be appropriate to reflect the substitution of the Treasury Portfolio for Notes as collateral. The Company shall cause notice of any Tax Event Redemption to be mailed, at least 30 calendar days but not more than 60 calendar days before such Tax Event Redemption Date, to each Holder of Equity Units including Notes to be redeemed at its registered address. Upon the occurrence of a Tax Event Redemption after the earlier of a successful remarketing of the NotesNotes or the Stock Purchase Date, the Redemption Price will be payable in cash to the holders of the Notes.

Tax Event Redemption. Upon (a) If a Tax Event shall occur, the Company may, at its option, redeem the Senior Notes in whole (but not in part) at any time at a price per Senior Note equal to the Redemption Price. Installments of interest on the Senior Notes that are due and payable on or prior to the date of redemption (the "Tax Event Redemption Date") will be payable to the Holders of the Senior Notes registered as such on the Record Date next preceding such Tax Event Redemption Date. If, following the settlement of the Forward Purchase Contracts and following the occurrence of a Tax Event, the Company, at its option, redeems the Senior Notes, the proceeds of the redemption will be payable in cash to the Holders of the Senior Notes. (b) If the Company exercises its option to redeem the Senior Notes following the occurrence of a Tax Event Redemption prior to the Remarketing Date, or if there has not been a successful remarketing of Remarketing prior to the NotesStock Purchase Date, the Company may elect shall in the notice to instruct in writing the Trustee pursuant to Section 3.02 of the Original Indenture specify the Redemption Price. Upon the specification of the Redemption Price by the Company, the Company shall appoint the Collateral Agent to apply, acquire the Treasury Portfolio in consultation with the Company and upon such written instruction, in accordance with the Forward Purchase Contract Agreement. The Collateral Agent shall then apply, out of the aggregate Redemption Price for the Senior Notes that are components of Normal Equity Units, an amount equal to the aggregate Tax Event Redemption Principal Amount for the Senior Notes that are components of Normal Equity Units to purchase on behalf of the Holders of Normal Equity Units the Treasury Portfolio and promptly remit the remaining portion portion, if any, of such aggregate Redemption Price to the Forward Purchase Contract Agent for payment to the Holders of such Normal Equity Units. The Treasury Portfolio will be substituted for the Pledged Notes, and will be pledged to the Collateral Agent in accordance with the terms of the Pledge Agreement to secure the obligation of each Holder of a Normal an Equity Unit to purchase the Common Stock under the Forward Purchase Contract constituting a part of such Normal UnitEquity Units. Following Payment of the occurrence Redemption Price to Holders of Separate Notes shall be made in cash on the Tax Event Redemption Date. (c) If a Tax Event Redemption prior to occurs after the earlier of a successful remarketing Remarketing or the Stock Purchase Date, payment of the Notes, the Holders of Normal Units and the Collateral Agent shall have such security interests, rights and obligations with respect Redemption Price to the Treasury Portfolio as the each Holder of Normal Units and the Collateral Agent had in respect of the Notes, as the case may be, subject to the Pledge thereof as provided in Articles II, III, IV, V and VI of the Pledge Agreement, and any reference herein or in the Certificates to the Note shall be deemed to be a reference to such Treasury Portfolio and any reference herein or in the Certificates to interest on the Senior Notes shall be deemed made by the Trustee (subject to be a reference to corresponding distributions its receipt of funds), no later than 12:00 noon, New York City time, on the Treasury Portfolio. The Company may cause Tax Event Redemption Date, by check or wire transfer in immediately available funds (provided the necessary wire instructions have been provided to be made in any Normal Unit Certificates thereafter the Trustee at least 15 days prior to be issued the Tax Event Redemption Date) at such change in phraseology place and form (but not in substance) to such account as may be appropriate designated by each such Holder of Senior Notes, including the Collateral Agent. If the Trustee holds immediately available funds sufficient to reflect pay the substitution Redemption Price of the Treasury Portfolio for Notes as collateral. The Company shall cause notice of any Senior Notes, then, on such Tax Event Redemption Date, such Senior Notes will cease to be mailed, Outstanding. (d) The Trustee shall have no duty or liability to determine or verify the Redemption Price. Notice of any redemption will be mailed at least 30 calendar days but not more than 60 calendar days before such the Tax Event Redemption Date, Date to each registered Holder of the Senior Notes to be redeemed repaid at its registered address. Upon Unless the occurrence Company defaults in payment of a the Redemption Price, on and after the Tax Event Redemption after Date interest shall cease to accrue on the successful remarketing Senior Notes, whether or not such Senior Notes have been received by the Company, and all other rights of the Notes, Holders in respect of the Senior Notes shall terminate and lapse (other than the right to receive the Redemption Price will be payable in cash to the holders upon delivery of the Notessuch Senior Notes but without interest on such Redemption Price).

Tax Event Redemption. Upon the occurrence of a Tax Event Redemption prior to the successful remarketing of the NotesPurchase Contract Settlement Date, the Company may elect aggregate Redemption Price payable on the Tax Event Redemption Date with respect to instruct in writing the Pledged Notes shall be delivered to the Collateral Agent by the Note Trustee on or prior to apply12:00 p.m., New York City time, by check or wire transfer in immediately available funds at such place and upon at such written instructionaccount as may be designated by the Collateral Agent in exchange for the Pledged Notes. In the event the Collateral Agent receives such Redemption Price, the Collateral Agent shall applywill, at the written direction of the Company, apply an amount, out of the aggregate such Redemption Price for the Notes that are components of Normal UnitsPrice, an amount equal to the aggregate Tax Event Redemption Principal Amount for with respect to the Pledged Notes that are components of Normal Units to purchase on behalf of from the Holders of Normal Units Quotation Agent the Treasury Portfolio and promptly remit the remaining portion of such Redemption Price to the Purchase Contract Agent for payment to the Holders of such Normal UnitsIncome PRIDES. The Collateral Agent shall Transfer the Treasury Portfolio will be substituted for the Pledged Notes, and will be pledged to the Collateral Agent in accordance with the terms of the Pledge Agreement Account to secure the obligation of each Holder all Holders of a Normal Unit Income PRIDES to purchase the Common Stock of the Company under the Purchase Contract Contracts constituting a part of such Normal UnitIncome PRIDES, in substitution for the Pledged Notes. Following the occurrence of a Tax Event Redemption prior to a successful remarketing of the Notes, the Holders of Normal Units and Thereafter the Collateral Agent shall have such security interests, rights and obligations with respect to the Treasury Portfolio as the Holder of Normal Units and the Collateral Agent it had in respect of the Notes, as the case may be, subject to the Pledge thereof Pledged Notes as provided in Articles II, III, IV, V and VI of the Pledge AgreementVI, and any reference herein or in the Certificates to the Note Notes shall be deemed to be a reference to such Treasury Portfolio Portfolio, and any reference herein or in the Certificates to interest on the Notes shall be deemed to be a reference to corresponding distributions on the such Treasury Portfolio. The Company may cause to be made in any Normal Unit Certificates thereafter to be issued such change in phraseology and form (but not in substance) as may be appropriate to reflect the substitution of the Treasury Portfolio for Notes as collateral. The Company shall cause notice of any Tax Event Redemption to be mailed, at least 30 calendar days but not more than 60 calendar days before such Tax Event Redemption Date, to each Holder of Notes to be redeemed at its registered address. Upon the occurrence of a Tax Event Redemption after the successful remarketing of the Notes, the Redemption Price will be payable in cash to the holders of the Notes.

Tax Event Redemption. Upon (a) The Securities of any series may be redeemed, subject to any other terms set forth herein and in the Board Resolution or supplemental indenture pursuant to Section 3.01 and in such Securities, and subject, in the case of Perpetual Subordinated Debt Securities and Perpetual Subordinated Capital Securities of any series, to the Issuer Solvency Condition being satisfied, as a whole but not in part, at the option of the Issuer, upon not less than 30 nor more than 60 days’ notice to the Subordinated Trustee for such series of Securities and the Holders of such Securities in writing, at a Redemption Price equal to 100% of the principal amount thereof (or, if the context so requires, such lesser amount in the case of Discounted Securities) (and premium, if any, thereon), together with accrued and unpaid interest for the then current period and Deferred Interest, if any, thereon to, but excluding, the Redemption Date. Any such notice of redemption shall be irrevocable. Prior to the redemption of any series of Securities following the occurrence of a Tax Event Redemption prior Event, the Issuer shall be required, before it gives a notice of redemption, to deliver to the successful remarketing Subordinated Trustee an Officers’ Certificate stating that all conditions precedent to such redemption have been complied with and an Opinion of Counsel concluding that in the Notes, the Company may elect to instruct in writing the Collateral Agent to apply, and upon opinion of such written instruction, the Collateral Agent shall apply, out of the aggregate Redemption Price for the Notes that are components of Normal Units, an amount equal to the aggregate counsel a Tax Event Redemption Principal Amount for has occurred and the Notes that are components Issuer is entitled to exercise its right of Normal Units to purchase on behalf of the Holders of Normal Units the Treasury Portfolio and promptly remit the remaining portion of such Redemption Price to the Agent for payment to the Holders of such Normal Units. The Treasury Portfolio will be substituted for the Pledged Notes, and will be pledged to the Collateral Agent redemption in accordance with the terms of the Pledge Agreement Securities. If the Issuer provides an Opinion of Counsel in the appropriate jurisdiction, dated as of the date of the relevant event referred to secure in the preceding paragraph, that no obligation to pay any Additional Amount aforesaid arises, then that Opinion of each Holder of a Normal Unit to purchase the Common Stock under the Purchase Contract constituting a part Counsel shall be final and binding, solely for purposes of such Normal Unitparagraph, on the Issuer, the Subordinated Trustee and the Holders of the Securities of any such series as to the law of the relevant jurisdiction at the date of such Opinion of Counsel. Following The rights of the Issuer to redeem the Dated Subordinated Debt Securities, the Perpetual Subordinated Debt Securities and the Perpetual Subordinated Capital Securities of any series, upon the occurrence of a Tax Event Redemption prior occurring as a result of a Tax Law Change, will be subject to any conditions (including the Relevant Regulator consenting to such redemption in the form of the grant of a waiver) specified in the Board Resolution or supplemental indenture executed pursuant to Section 3.01 hereof establishing the terms of such Securities being satisfied. (b) In relation to a successful remarketing series of Dated Subordinated Debt Securities, except as otherwise indicated to the NotesIssuer by the Relevant Regulator, the Holders of Normal Units and Issuer may not redeem the Collateral Agent shall have such security interests, rights and obligations with respect to the Treasury Portfolio as the Holder of Normal Units and the Collateral Agent had in respect of the Notes, as the case may be, subject to the Pledge thereof as provided in Articles II, III, IV, V and VI of the Pledge Agreement, and any reference herein or in the Certificates to the Note shall be deemed to be a reference to such Treasury Portfolio and any reference herein or in the Certificates to interest on the Notes shall be deemed to be a reference to corresponding distributions on the Treasury Portfolio. The Company may cause to be made in any Normal Unit Certificates thereafter to be issued such change in phraseology and form (but not in substance) as may be appropriate to reflect the substitution of the Treasury Portfolio for Notes as collateral. The Company shall cause notice of any Tax Event Redemption to be mailed, at least 30 calendar days but not more than 60 calendar days before such Tax Event Redemption Date, to each Holder of Notes to be redeemed at its registered address. Upon Securities upon the occurrence of a Tax Event Redemption after prior to the successful remarketing fifth anniversary of the Notes, the Redemption Price will be payable in cash to the holders issue date of the NotesSecurities unless such redemption is funded out of the proceeds of a new issuance of capital of the same or higher quality than the relevant Securities.

Tax Event Redemption. Upon the occurrence of a Tax Event Redemption prior to the successful remarketing of the Notes, the Company may elect to instruct in writing the Collateral Agent to apply, and upon such written instructionPurchase Contract Settlement Date, the Collateral Agent shall applywill, out upon the written instruction of the aggregate Company and the Purchase Contract Agent, deliver the Applicable Principal Amount of Pledged Debt Securities to the Trustee for payment of the Redemption Price. The Collateral Agent shall, or in the event the Pledged Debt Securities are registered in the name of the Purchase Contract Agent, the Purchase Contract Agent shall, direct the Trustee to pay the Redemption Price for therefor payable on the Notes that are components Tax Event Redemption Date on or prior to 12:30 p.m., New York City time, such Redemption Price to be paid by check or wire transfer in immediately available funds at such place and at such account as may be designated by the Collateral Agent. In the event the Collateral Agent receives such Redemption Price, the Collateral Agent will, at the written direction of Normal Unitsthe Company, apply an amount equal to the aggregate Tax Event Redemption Principal Amount for the Notes that are components of Normal Units such Redemption Price to purchase on behalf of from the Holders of Normal Units Quotation Agent, the Treasury Portfolio and promptly remit the remaining portion of such Redemption Price to the Purchase Contract Agent for payment to the Holders of such Normal Units. The Collateral Agent shall Transfer the Treasury Portfolio will be substituted for the Pledged Notes, and will be pledged to the Collateral Agent Account in accordance with the terms of the Pledge Agreement manner specified herein for Pledged Debt Securities to secure the obligation of each Holder all Holders of a Normal Unit Units to purchase the Common Stock of the Company under the Purchase Contract Contracts constituting a part of such Normal UnitUnits, in substitution for the Pledged Debt Securities. Following the occurrence of a Tax Event Redemption prior to a successful remarketing of the Notes, the Holders of Normal Units and Thereafter the Collateral Agent shall have such security interests, rights and obligations with respect to the Treasury Portfolio as the Holder of Normal Units and the Collateral Agent it had in respect of the NotesPledged Debt Securities, as the case may be, subject to the Pledge thereof as provided in Articles II, III, IV, V V, and VI of the Pledge Agreement, and any reference herein or in the Certificates to the Note Pledged Debt Securities shall be deemed to be a reference to such Treasury Portfolio and any reference herein or in the Certificates to interest on the Notes shall be deemed to be a reference to corresponding distributions on the Treasury Portfolio. The Company may cause to be made in any Normal Unit Certificates thereafter to be issued such change in phraseology and form (but not in substance) as may be appropriate to reflect the substitution of the Treasury Portfolio for Notes as collateral. The Company shall cause notice of any Tax Event Redemption to be mailed, at least 30 calendar days but not more than 60 calendar days before such Tax Event Redemption Date, to each Holder of Notes to be redeemed at its registered address. Upon the occurrence of a Tax Event Redemption after the successful remarketing of the Notes, the Redemption Price will be payable in cash to the holders of the Notes.

Tax Event Redemption. Upon the occurrence of a Tax Event Redemption prior to the successful remarketing Purchase Contract Settlement Date, the Redemption Price payable on the Tax Event Redemption Date with respect to the Applicable Principal Amount shall be deposited in the Collateral Account in exchange for the Pledged Notes. Thereafter, pursuant to the terms of the Notes, the Company may elect to instruct in writing the Collateral Agent to apply, and upon such written instructionPledge Agreement, the Collateral Agent shall apply, out of cause the aggregate Redemption Price for the Notes that are components of Normal Units, Securities Intermediary to apply an amount equal to the aggregate Tax Event Redemption Principal Amount for the Notes that are components of Normal Units such Redemption Price to purchase on behalf of the Holders of Normal SPC Units the Treasury Portfolio and promptly remit the remaining portion of such Redemption Price to the Purchase Contract Agent for payment to the Holders of such Normal SPC Units. The Applicable Ownership Interest (as specified in clause (A) of the definition of such term) in the Treasury Portfolio will be substituted as Collateral for the Pledged Notes, and will be pledged to held by the Collateral Agent in accordance with the terms of the Pledge Agreement to secure the obligation of each Holder of a Normal SPC Unit to purchase the Common Stock of the Company under the Purchase Contract constituting a part of such Normal SPC Unit. Following the occurrence of a Tax Event Redemption prior to a successful remarketing of the NotesPurchase Contract Settlement Date, the Holders of Normal SPC Units and the Collateral Agent shall have such security interests, interest rights and obligations with respect to the Applicable Ownership Interest (as specified in clause (A) of the definition of such term) in the Treasury Portfolio as the Holder Holders of Normal SPC Units and the Collateral Agent had in respect of the Notes, as the case may be, Notes subject to the Pledge thereof as provided in Articles II, III, IV, V and VI of the Pledge Agreement, and any reference herein or in the Certificates to the Note shall be deemed to be a reference to such Treasury Portfolio and any reference herein or in the Certificates to interest on the Notes shall be deemed to be a reference to corresponding distributions on the such Treasury Portfolio. The Company may cause to be made in any Normal SPC Unit Certificates thereafter to be issued such change in phraseology and form (but not in substance) as may be appropriate to reflect the liquidation of the Trust and the substitution of the Applicable Ownership Interest (as specified in clause (A) of the definition of such term) in the Treasury Portfolio for Notes as collateral. The Company shall cause notice of any Tax Event Redemption to be mailed, at least 30 calendar days but not more than 60 calendar days before such Tax Event Redemption Date, to each Holder of Notes to be redeemed at its registered address. Upon the occurrence of a Tax Event Redemption after the successful remarketing of the Notes, the Redemption Price will be payable in cash to the holders of the NotesCollateral.]

Tax Event Redemption. Upon the occurrence of a Tax Event Redemption prior to the a successful remarketing of the NotesNotes pursuant to the provisions of Section 5.4, the Company may elect to instruct in writing the Collateral Agent to apply, and upon such written instruction, the Collateral Agent shall apply, out of the aggregate Redemption Price for the Notes that are components of Normal Corporate Units, an amount equal to the aggregate Tax Event Redemption Principal Amount for the Notes that are components of Normal Corporate Units to purchase on behalf of the Holders of Normal Corporate Units the Treasury Portfolio and promptly remit the remaining portion of such Redemption Price to the Agent for payment to the Holders of such Normal Corporate Units. The Treasury Portfolio will be substituted for the Pledged Notes, and will be pledged to the Collateral Agent in accordance with the terms of the Pledge Agreement to secure the obligation of each Holder of a Normal Corporate Unit to purchase the Common Stock under the Purchase Contract constituting a part of such Normal Corporate Unit. Following the occurrence of a Tax Event Redemption prior to a successful remarketing of the NotesNotes pursuant to the provisions of Section 5.4, the Holders of Normal Corporate Units and the Collateral Agent shall have such security interests, rights and obligations with respect to the Treasury Portfolio as the Holder of Normal Corporate Units and the Collateral Agent had in respect of the Notes, as the case may be, subject to the Pledge thereof as provided in Articles II, III, IV, V and VI of the Pledge Agreement, and any reference herein or in the Certificates to the Note shall be deemed to be a reference to such Treasury Portfolio and any reference herein or in the Certificates to interest on the Notes shall be deemed to be a reference to corresponding distributions on the Treasury Portfolio. The Company may cause to be made in any Normal Corporate Unit Certificates thereafter to be issued such change in phraseology and form (but not in substance) as may be appropriate to reflect the substitution of the Treasury Portfolio for Notes as collateral. The Company shall cause notice of any Tax Event Redemption to be mailed, at least 30 calendar days but not more than 60 calendar days before such Tax Event Redemption Date, to each Holder of Notes to be redeemed at its registered address. Upon the occurrence of a Tax Event Redemption after the successful remarketing of the Notes, the Redemption Price will be payable in cash to the holders of the Notes.

Tax Event Redemption. Upon the occurrence of a Tax Event Redemption prior to the earlier of a successful remarketing of the NotesNotes or the Stock Purchase Date, the Company may elect to shall instruct in writing the Collateral Agent in writing to apply, and upon such written instruction, instruction the Collateral Agent shall apply, out of the aggregate Redemption Price for the Notes that are components of Normal Equity Security Units, an amount equal to the aggregate Tax Event Redemption Principal Amount for the Notes that are components of Normal Equity Security Units to purchase on behalf of the Holders of Normal Equity Security Units the Tax Event Treasury Portfolio and promptly remit the remaining portion of such Redemption Price to the Agent for payment to the Holders of such Normal Equity Security Units. The Tax Event Treasury Portfolio will be substituted for the Pledged Notes, and will be pledged to the Collateral Agent in accordance with the terms of the Pledge Agreement to secure the obligation of each Holder of a Normal an Equity Security Unit to purchase the Common Stock under the Purchase Contract constituting a part of such Normal UnitEquity Security Units. Following the occurrence of a Tax Event Redemption prior to the earlier of a successful remarketing of the NotesNotes or the Stock Purchase Date, the Holders of Normal Equity Security Units and the Collateral Agent shall have such security interests, rights and obligations with respect to the Tax Event Treasury Portfolio as the Holder of Normal Equity Security Units and the Collateral Agent had in respect of the Notes, as the case may be, subject to the Pledge thereof as provided in Articles II, III, IV, V and VI of the Pledge Agreement, and any reference herein or in the Certificates to the Note shall be deemed to be a reference to such Tax Event Treasury Portfolio and any reference herein or in the Certificates to interest on the Notes shall be deemed to be a reference to corresponding distributions on the Tax Event Treasury Portfolio. The Company may cause to be made in any Normal Equity Security Unit Certificates thereafter to be issued such change in phraseology and form (but not in substance) as may be appropriate to reflect the substitution of the Tax Event Treasury Portfolio for Notes as collateral. The Company shall cause notice of any Tax Event Redemption to be mailed, at least 30 calendar days but not more than 60 calendar days before such Tax Event Redemption Date, to each Holder of Notes to be redeemed at its registered address. Upon the occurrence of a Tax Event Redemption after the successful remarketing of the Notes, the Redemption Price will be payable in cash to the holders of the Notes.

Tax Event Redemption. Upon the occurrence of a Tax Event Redemption prior to the successful remarketing of the NotesPurchase Contract Settlement Date, the Company may elect Redemption Price payable on the Tax Event Redemption Date with respect to instruct in writing the Applicable Principal Amount of Debt Securities shall be delivered to the Collateral Agent in exchange for the Pledged Debt Securities. Pursuant to apply, and upon such written instructionthe terms of the Pledge Agreement, the Collateral Agent shall apply, out of the aggregate Redemption Price for the Notes that are components of Normal Units, will apply an amount equal to the aggregate Tax Event Redemption Principal Amount for the Notes that are components of Normal Units such Redemption Price to purchase on behalf of the Holders of Normal Units Type A Securities the Treasury Portfolio and promptly remit the remaining portion of such Redemption Price to the Agent for payment to the Holders of such Normal UnitsType A Securities. The Treasury Portfolio will be substituted for the Pledged NotesDebt Securities, and will be pledged to held by the Collateral Agent in accordance with the terms of the Pledge Agreement to secure the obligation of each Holder of a Normal Unit Type A Security to purchase the Common Stock of the Company under the Purchase Contract constituting a part of such Normal UnitType A Security. Following the occurrence of a Tax Event Redemption prior to a successful remarketing of the NotesPurchase Contract Settlement Date, the Holders of Normal Units Type A Securities and the Collateral Agent shall have such security interests, rights and obligations with respect to the Treasury Portfolio as the Holder of Normal Units Type A Securities and the Collateral Agent had in respect of the Notes, as the case may be, Debt Security subject to the Pledge thereof as provided in Articles II, III, IV, V V, and VI of the Pledge Agreement, and any reference herein or in the Certificates to the Note Debt Securities shall be deemed to be a reference to such Treasury Portfolio and any reference herein or in the Certificates to interest on the Notes shall be deemed to be a reference to corresponding distributions on the Treasury Portfolio. The Company may cause to be made in any Normal Unit Type A Certificates thereafter to be issued such change in phraseology and form (but not in substance) as may be appropriate to reflect the liquidation of the Trust and the substitution of the Treasury Portfolio for Notes Debt Securities as collateral. The Company shall cause notice of any Tax Event Redemption to be mailed, at least 30 calendar days but not more than 60 calendar days before such Tax Event Redemption Date, to each Holder of Notes to be redeemed at its registered address. Upon the occurrence of a Tax Event Redemption after the successful remarketing of the Notes, the Redemption Price will be payable in cash to the holders of the Notes.

Tax Event Redemption. Upon the occurrence of a Tax Event Redemption prior to the successful remarketing of the NotesPurchase Contract Settlement Date, the Company may elect Redemption Price payable on the Tax Event Redemption Date with respect to instruct in writing the Applicable Principal Amount of Debt Securities shall be delivered to the Collateral Agent in exchange for the Pledged Debt Securities. Pursuant to apply, and upon such written instructionthe terms of the Pledge Agreement, the Collateral Agent shall apply, out of the aggregate Redemption Price for the Notes that are components of Normal Units, will apply an amount equal to the aggregate Tax Event Redemption Principal Amount for the Notes that are components of Normal Units such Redemption Price to purchase on behalf of the Holders of Normal Units the Treasury Portfolio and promptly remit the remaining portion of such Redemption Price to the Agent for payment to the Holders of such Normal Units. The Treasury Portfolio will be substituted for the Pledged NotesDebt Securities, and will be pledged to held by the Collateral Agent in accordance with the terms of the Pledge Agreement to secure the obligation of each Holder of a Normal Unit to purchase the Common Stock of the Company under the Purchase Contract constituting a part of such Normal Unit. Following the occurrence of a Tax Event Redemption prior to a successful remarketing of the NotesPurchase Contract Settlement Date, the Holders of Normal Units and the Collateral Agent shall have such security interests, rights and obligations with respect to the Treasury Portfolio as the Holder of Normal Units and the Collateral Agent had in respect of the Notes, as the case may be, Debt Security subject to the Pledge thereof as provided in Articles II, III, IV, V V, and VI of the Pledge Agreement, and any reference herein or in the Certificates to the Note Debt Securities shall be deemed to be a reference to such Treasury Portfolio and any reference herein or in the Certificates to interest on the Notes shall be deemed to be a reference to corresponding distributions on the Treasury Portfolio. The Company may cause to be made in any Normal Unit Certificates Units thereafter to be issued such change in phraseology and form (but not in substance) as may be appropriate to reflect the liquidation of the Trust and the substitution of the Treasury Portfolio for Notes Debt Securities as collateral. The Company shall cause notice of any Tax Event Redemption to be mailed, at least 30 calendar days but not more than 60 calendar days before such Tax Event Redemption Date, to each Holder of Notes to be redeemed at its registered address. Upon the occurrence of a Tax Event Redemption after the successful remarketing of the Notes, the Redemption Price will be payable in cash to the holders of the Notes.

Tax Event Redemption. Upon the occurrence of a Tax Event Redemption prior to May 17, 2004, or in the successful remarketing event of a Failed Initial Remarketing, prior to the Purchase Contract Settlement Date, pursuant to the terms of the Notes, the Company may elect to instruct in writing the Collateral Agent to apply, and upon such written instructionPledge Agreement, the Collateral Agent shall will apply, out of the aggregate Redemption Price for the Notes that are components of Normal UnitsIncome PRIDES, an amount equal to the aggregate Tax Event Redemption Principal Amount for the Notes that are components of Normal Units Income PRIDES to purchase on behalf of the Holders of Normal Units Income PRIDES the Treasury Portfolio and promptly remit the remaining portion of such Redemption Price to the Agent for payment to the Holders of such Normal UnitsIncome PRIDES. The Treasury Portfolio will be substituted for the Pledged pledged Notes, and will be pledged to held by the Collateral Agent in accordance with the terms of the Pledge Agreement to secure the obligation of each Holder of a Normal Unit an Income PRIDES to purchase the Common Stock of the Company under the Purchase Contract constituting a part of such Normal UnitIncome PRIDES. Following the occurrence of a Tax Event Redemption prior to May 17, 2004, or, in the event of a successful remarketing of Failed Initial Remarketing, prior to the NotesPurchase Contract Settlement Date, the Holders of Normal Units Income PRIDES and the Collateral Agent shall have such security interests, rights and obligations with respect to the Treasury Portfolio as the Holder of Normal Units Income PRIDES and the Collateral Agent had in respect of the Notes, as the case may be, subject to the Pledge thereof as provided in Articles IISections 2, III3, IV4, V 5 and VI 6 of the Pledge Agreement, and any reference herein or in the Certificates to the Note shall be deemed to be a reference to such Treasury Portfolio and any reference herein or in the Certificates to interest on the Notes shall be deemed to be a reference to corresponding distributions on the Treasury Portfolio. The Company may cause to be made in any Normal Unit Income PRIDES Certificates thereafter to be issued such change in phraseology and form (but not in substance) as may be appropriate to reflect the substitution of the Treasury Portfolio for Notes as collateral. The Company shall cause notice of any Tax Event Redemption to be mailed, at least 30 calendar days but not more than 60 calendar days before such Tax Event Redemption Date, to each Holder of Notes to be redeemed at its registered address. Upon the occurrence of a Tax Event Redemption after the successful remarketing of the Notes, the Redemption Price will be payable in cash to the holders of the Notes.

Tax Event Redemption. Upon the occurrence of a Tax Event Redemption prior to the successful remarketing of the Notes, the Company may elect to instruct in writing the Collateral Agent to apply, and upon such written instruction, the Collateral Agent shall apply, out of the aggregate Redemption Price for the Notes that are components of Normal Units, an amount equal to the aggregate Tax Event Redemption Principal Amount for the Notes that are components of Normal Units to purchase on behalf of the Holders of Normal Units the Treasury Portfolio and promptly remit the remaining portion of such Redemption Price to the Agent for payment to the Holders of such Normal Units. The Treasury Portfolio will be substituted for the Pledged Notes, and will be pledged to the Collateral Agent in accordance with the terms of the Pledge Agreement to secure the obligation of each Holder of a Normal Unit to purchase the Common Stock under the Purchase Contract constituting a part of such Normal Unit. Following the occurrence of a Tax Event Redemption prior to a successful remarketing of the Notes, the aggregate Redemption Price payable on the Tax Event Redemption Date with respect to all Notes shall be delivered to the Collateral Agent by the Trustee on or prior to 12:00 p.m. (New York City time) on such Tax Event Redemption Date, by wire transfer in immediately available funds at such place and at such account as may be designated by the Collateral Agent. Upon receipt of such Redemption Price, the Collateral Agent will at the written direction of the Company, (a) apply an amount out of such Redemption Price equal to the aggregate Redemption Amount with respect to the Pledged Notes to purchase from the Quotation Agent the Treasury Portfolio, (b) promptly remit the remaining portion of such Redemption Price in an amount equal to any accrued and unpaid interest on the Notes to the Purchase Contract Agent for payment to the Holders of Normal Units and on a pro rata basis and, (c) distribute to Holders of Separate Notes the Redemption Price applicable to such Separate Notes. The Collateral Agent shall transfer the Treasury Portfolio to the Collateral Account to secure the obligation of all Holders of Normal Units to purchase Common Stock of the Company under the Purchase Contracts constituting a part of such Normal Units, in substitution for the Pledged Notes. Thereafter the Collateral Agent shall have such security interests, rights and obligations with respect to the Treasury Portfolio as the Holder of Normal Units and the Collateral Agent it had in respect of the Notes, as the case may be, subject to the Pledge thereof Pledged Notes as provided in Articles II, III, IV, V and VI of the Pledge AgreementVI, and any reference herein or in the Certificates to the Note Notes shall be deemed to be a reference to such Treasury Portfolio Portfolio, and any reference herein or in the Certificates to interest on the Notes shall be deemed to be a reference to corresponding distributions on the such Treasury Portfolio. The Company may cause to be made in any Normal Unit Certificates thereafter to be issued such change in phraseology and form (but not in substance) as may be appropriate to reflect the substitution of the Treasury Portfolio for Notes as collateral. The Company shall cause notice of any Tax Event Redemption to be mailed, at least 30 calendar days but not more than 60 calendar days before such Tax Event Redemption Date, to each Holder of Notes to be redeemed at its registered address. Upon the occurrence of a Tax Event Redemption after the successful remarketing of the Notes, the Redemption Price will be payable in cash to the holders of the Notes.

Tax Event Redemption. Upon the occurrence of a Tax Event Redemption prior to the earlier of the date of a successful remarketing of the NotesPledged Notes or the Stock Purchase Date, the Company may elect aggregate Redemption Price payable on the Tax Event Redemption Date with respect to instruct in writing such Pledged Notes shall be delivered to the Collateral Agent by the Trustee at or prior to apply12:00 p.m., New York City time, by wire transfer in immediately available funds at such place and upon at such written instructionaccount as may be designated by the Collateral Agent in exchange for the Pledged Notes. In the event the Collateral Agent receives such Redemption Price, the Collateral Agent shall applywill, at the written direction of the Company, apply an amount, out of the aggregate such Redemption Price for the Notes that are components of Normal UnitsPrice, an amount equal to the aggregate Tax Event Redemption Principal Amount for with respect to the Pledged Notes that are components of Normal Units to purchase on behalf of from the Holders of Normal Units Quotation Agent the Treasury Portfolio and promptly remit the remaining portion of such Redemption Price to the Purchase Contract Agent for payment to the Holders of such Normal Equity Security Units. The Collateral Agent shall Transfer the Treasury Portfolio will be substituted for the Pledged Notes, and will be pledged to the Collateral Agent in accordance with the terms of the Pledge Agreement Account to secure the obligation of each Holder all Holders of a Normal Unit Equity Security Units to purchase the Common Stock of the Company under the Purchase Contract Contracts constituting a part of such Normal UnitEquity Security Units, in substitution for the Pledged Notes. Following the occurrence of a Tax Event Redemption prior to a successful remarketing of the Notes, the Holders of Normal Units and Thereafter the Collateral Agent shall have such security interests, rights and obligations with respect to the Treasury Portfolio as the Holder of Normal Units and the Collateral Agent it had in respect of the Notes, as the case may be, subject to the Pledge thereof Pledged Notes as provided in Articles II, III, IV, V and VI of the Pledge AgreementVI, and any reference herein or in the Certificates to the Note Notes shall be deemed to be a reference to such Treasury Portfolio Portfolio, and any reference herein or in the Certificates to interest on the Notes shall be deemed to be a reference to corresponding distributions on the such Treasury Portfolio. The Company may cause to be made in any Normal Unit Certificates thereafter to be issued such change in phraseology and form (but not in substance) as may be appropriate to reflect the substitution of the Treasury Portfolio for Notes as collateral. The Company shall cause notice of any Tax Event Redemption to be mailed, at least 30 calendar days but not more than 60 calendar days before such Tax Event Redemption Date, to each Holder of Notes to be redeemed at its registered address. Upon the occurrence of a Tax Event Redemption after the successful remarketing of the Notes, the Redemption Price will be payable in cash to the holders of the Notes.

Tax Event Redemption. Upon the occurrence of a Tax Event Redemption prior to February 17, 2005 or in the successful remarketing event of a Failed Initial Remarketing, prior to the Purchase Contract Settlement Date, pursuant to the terms of the Notes, the Company may elect to instruct in writing the Collateral Agent to apply, and upon such written instructionPledge Agreement, the Collateral Agent shall will apply, out of the aggregate Redemption Price for the Notes that are components of Normal Corporate Units, an amount equal to the aggregate Tax Event Redemption Principal Amount for the Notes that are components of Normal Corporate Units to purchase on behalf of the Holders of Normal Corporate Units the Treasury Portfolio and promptly remit the remaining portion of such Redemption Price to the Agent for payment to the Holders of such Normal Corporate Units. The Treasury Portfolio will be substituted for the Pledged pledged Notes, and will be pledged to held by the Collateral Agent in accordance with the terms of the Pledge Agreement to secure the obligation of each Holder of a Normal Corporate Unit to purchase the Common Stock of the Company under the Purchase Contract constituting a part of such Normal UnitCorporate Units. Following the occurrence of a Tax Event Redemption prior to February 17, 2005, or, in the event of a successful remarketing of Failed Initial Remarketing, prior to the NotesPurchase Contract Settlement Date, the Holders of Normal Corporate Units and the Collateral Agent shall have such security interests, rights and obligations with respect to the Treasury Portfolio as the Holder of Normal Corporate Units and the Collateral Agent had in respect of the Notes, as the case may be, subject to the Pledge thereof as provided in Articles IISections 2, III3, IV4, V 5 and VI 6 of the Pledge Agreement, and any reference herein or in the Certificates to the Note shall be deemed to be a reference to such Treasury Portfolio and any reference herein or in the Certificates to interest on the Notes shall be deemed to be a reference to corresponding distributions on the Treasury Portfolio. The Company may cause to be made in any Normal Corporate Unit Certificates thereafter to be issued such change in phraseology and form (but not in substance) as may be appropriate to reflect the substitution of the Treasury Portfolio for Notes as collateral. The Company shall cause notice of any Tax Event Redemption to be mailed, at least 30 calendar days but not more than 60 calendar days before such Tax Event Redemption Date, to each Holder of Notes to be redeemed at its registered address. Upon the occurrence of a Tax Event Redemption after the successful remarketing of the Notes, the Redemption Price will be payable in cash to the holders of the Notes.

Tax Event Redemption. Upon the occurrence of a Tax Event Redemption prior to the successful remarketing of the NotesNotes pursuant to the provisions of Section 5.4, the Company may elect to instruct in writing the Collateral Agent to apply, and upon such written instruction, the Collateral Agent shall apply, out of the aggregate Redemption Price for the Notes that are components of Normal Units, an amount equal to the aggregate Tax Event Redemption Principal Amount for the Notes that are components of Normal Units to purchase on behalf of the Holders of Normal Units the Treasury Portfolio and promptly remit the remaining portion of such Redemption Price to the Agent for payment to the Holders of such Normal Units. The Treasury Portfolio will be substituted for the Pledged Notes, and will be pledged to the Collateral Agent in accordance with the terms of the Pledge Agreement to secure the obligation of each Holder of a Normal Unit to purchase the Common Stock Shares under the Purchase Contract constituting a part of such Normal Unit. Following the occurrence of a Tax Event Redemption prior to a successful remarketing of the NotesNotes pursuant to the provisions of Section 5.4, the Holders of Normal Units and the Collateral Agent shall have such security interests, rights and obligations with respect to the Treasury Portfolio as the Holder of Normal Units and the Collateral Agent had in respect of the Notes, as the case may be, subject to the Pledge thereof as provided in Articles II, III, IV, V and VI of the Pledge Agreement, and any reference herein or in the Certificates to the Note shall be deemed to be a reference to such Treasury Portfolio and any reference herein or in the Certificates to interest on the Notes shall be deemed to be a reference to corresponding distributions on the Treasury Portfolio. The Company may cause to be made in any Normal Unit Certificates thereafter to be issued such change in phraseology and form (but not in substance) as may be appropriate to reflect the substitution of the Treasury Portfolio for Notes as collateral. The Company shall cause notice of any Tax Event Redemption to be mailed, at least 30 calendar days but not more than 60 calendar days before such Tax Event Redemption Date, to each Holder of Notes to be redeemed at its registered address. Upon the occurrence of a Tax Event Redemption after the successful remarketing of the Notes, the Redemption Price will be payable in cash to the holders of the Notes.

Tax Event Redemption. Upon the occurrence of a Tax Event Redemption prior to the a successful remarketing of the Pledged Notes, the Company may elect aggregate Redemption Price payable on the Tax Event Redemption Date with respect to instruct in writing such Pledged Notes shall be delivered to the Collateral Agent by the Trustee on or prior to apply12:00 p.m., New York City time, on such date by wire transfer in immediately available funds at such place and upon at such written instructionaccount as may be designated by the Collateral Agent in exchange for the Pledged Notes. In the event the Collateral Agent receives such Redemption Price, the Collateral Agent shall applywill, at the written direction of the Company, apply an amount, out of the aggregate such Redemption Price for the Notes that are components of Normal UnitsPrice, an amount equal to the aggregate Redemption Amount with respect to the Pledged Notes to purchase from the Quotation Agent the Tax Event Redemption Principal Amount for the Notes that are components of Normal Units to purchase on behalf of the Holders of Normal Units the Treasury Portfolio and promptly remit the remaining portion of such Redemption Price to the Purchase Contract Agent for payment to the Holders of such Normal Equity Security Units. The Collateral Agent shall Transfer the Tax Event Treasury Portfolio will be substituted for the Pledged Notes, and will be pledged to the Collateral Agent in accordance with the terms of the Pledge Agreement Account to secure the obligation of each Holder all Holders of a Normal Unit Equity Security Units to purchase the Common Stock of the Company under the Purchase Contract Contracts constituting a part of such Normal UnitEquity Security Units, in substitution for the Pledged Notes. Following the occurrence of a Tax Event Redemption prior to a successful remarketing of the Notes, the Holders of Normal Units and Thereafter the Collateral Agent shall have such security interests, rights and obligations with respect to the Tax Event Treasury Portfolio as the Holder of Normal Units and the Collateral Agent it had in respect of the Notes, as the case may be, subject to the Pledge thereof Pledged Notes as provided in Articles II, III, IV, V and VI of the Pledge AgreementVI, and any reference herein or in the Certificates to the Note Notes shall be deemed to be a reference to such Tax Event Treasury Portfolio Portfolio, and any reference herein or in the Certificates to interest on the Notes shall be deemed to be a reference to corresponding distributions on the Treasury Portfolio. The Company may cause to be made in any Normal Unit Certificates thereafter to be issued such change in phraseology and form (but not in substance) as may be appropriate to reflect the substitution of the Treasury Portfolio for Notes as collateral. The Company shall cause notice of any Tax Event Redemption to be mailed, at least 30 calendar days but not more than 60 calendar days before such Tax Event Redemption Date, to each Holder of Notes to be redeemed at its registered address. Upon the occurrence of a Tax Event Redemption after the successful remarketing of the Notes, the Redemption Price will be payable in cash to the holders of the NotesTreasury Portfolio.

Tax Event Redemption. Upon (a) If a Tax Event shall occur, the Company may, at its option, redeem the Notes in whole (but not in part) at any time at a price equal to the Redemption Price. Installments of interest on the Notes that are due and payable on or prior to the date of redemption (the "Tax Event Redemption Date") will be payable to the Holders of the Notes registered as such on the Record Date next preceding such Tax Event Redemption Date. (b) If, following the occurrence of a Tax Event Redemption prior to the earlier of a successful remarketing of and the Stock Purchase Date, the Company exercises its option to redeem the Notes, the Company may elect shall appoint the Quotation Agent to instruct in writing assist the Collateral Agent in purchasing the Treasury Portfolio, in consultation with the Company. (c) Payment of the Redemption Price owed to applyeach Holder of Notes shall be made by the Company, not later than 12:00 noon, New York City time, on the Tax Event Redemption Date, by check or wire transfer in immediately available funds (provided the necessary wire instructions have been provided to the Trustee at least 15 days prior to the Tax Event Redemption Date) at such place and upon to such written instructionaccount as may be designated by each such Holder of Notes, in the case of Separate Notes, or to the Collateral Agent, in the case of Pledged Notes. The Collateral Agent shall applyshall, out in accordance with Section 4.3 of the Purchase Contract Agreement and Section 6.3 of the Pledge Agreement, apply the aggregate Redemption Price for the Pledged Notes that are components of Normal Units, an amount equal to the aggregate Tax Event Redemption Principal Amount for the Notes that are components purchase of Normal Units to purchase on behalf of the Holders of Normal Units the Treasury Portfolio and promptly remit the remaining portion portion, if any, of such aggregate Redemption Price to the Purchase Contract Agent for payment to the Holders of such Normal the Equity Security Units. The Treasury Portfolio will be substituted for the Pledged Notes, and will be pledged to the Collateral Agent in accordance with the terms of the Pledge Agreement to secure the obligation of each Holder of a Normal an Equity Security Unit to purchase the Common Stock under the Purchase Contract constituting a part of such Normal UnitEquity Security Units. Following If the occurrence of a Tax Event Redemption prior to a successful remarketing of the Notes, the Holders of Normal Units and the Trustee or Collateral Agent shall have such security interests, rights and obligations with respect to the Treasury Portfolio as the Holder of Normal Units and the Collateral Agent had in respect of the NotesAgent, as the case may be, subject holds immediately available funds sufficient to pay the Pledge thereof as provided in Articles II, III, IV, V and VI Redemption Price of the Pledge AgreementNotes, and any reference herein or in the Certificates to the Note shall be deemed to be a reference to then, on such Treasury Portfolio and any reference herein or in the Certificates to interest on the Notes shall be deemed to be a reference to corresponding distributions on the Treasury Portfolio. The Company may cause to be made in any Normal Unit Certificates thereafter to be issued such change in phraseology and form (but not in substance) as may be appropriate to reflect the substitution of the Treasury Portfolio for Notes as collateral. The Company shall cause notice of any Tax Event Redemption Date, such Notes will cease to be mailed, Outstanding. (d) The Trustee shall have no duty or liability to determine or verify the Redemption Price. Notice of a Tax Event Redemption will be mailed at least 30 calendar days but not more than 60 calendar days before such the Tax Event Redemption Date, Date to each registered Holder of the Notes to be redeemed at its registered address. Upon Unless the occurrence Company defaults in payment of a the Redemption Price, interest shall cease to accrue on the Notes on and after the Tax Event Redemption after Date, whether or not such Notes have been received by the successful remarketing Company, and all other rights of the Notes, Holders in respect of the Notes shall terminate and lapse (other than the right to receive the Redemption Price will be payable in cash to the holders upon delivery of the Notessuch Notes but without interest on such Redemption Price).

Tax Event Redemption. Upon the occurrence of a Tax Event Redemption prior to the a successful remarketing of the NotesPledged Notes pursuant to the provisions of the Purchase Contract Agreement, the Company may elect aggregate Redemption Price payable on the Tax Event Redemption Date with respect to instruct in writing such Pledged Notes shall be delivered to the Collateral Agent by the Indenture Trustee on or prior to apply12:00 p.m., New York City time, by wire transfer in immediately available funds at such place and upon to such written instructionaccount as may be designated by the Collateral Agent in exchange for the Pledged Notes. In the event the Collateral Agent receives such Redemption Price, the Collateral Agent shall applywill, at the written direction of the Company, apply an amount, out of the aggregate such Redemption Price for the Notes that are components of Normal UnitsPrice, an amount equal to the aggregate Tax Event Redemption Principal Amount for with respect to the Pledged Notes that are components of Normal Units to purchase on behalf of the Holders of Normal Units the Treasury Portfolio and promptly remit the remaining portion of such Redemption Price Price, if any, to the Purchase Contract Agent for payment to the Holders of such Normal Units. The Collateral Agent shall Transfer the Treasury Portfolio will be substituted for the Pledged Notes, and will be pledged to the Collateral Agent in accordance with the terms of the Pledge Agreement Account to secure the obligation of each Holder all Holders of a Normal Unit Units to purchase the Common Stock of the Company under the Purchase Contract Contracts constituting a part of such Normal UnitUnits, in substitution for the Pledged Notes. Following the occurrence of a Tax Event Redemption prior to a successful remarketing of the Notes, the Holders of Normal Units and Thereafter the Collateral Agent shall have such security interests, rights and obligations with respect to the Treasury Portfolio as the Holder of Normal Units and the Collateral Agent it had in respect of the Notes, as the case may be, subject to the Pledge thereof Pledged Notes as provided in Articles II, III, IV, V and VI of the Pledge AgreementVI, and any reference herein or in the Certificates to the Note Notes shall be deemed to be a reference to such Treasury Portfolio Portfolio, and any reference herein or in the Certificates to interest on the Notes shall be deemed to be a reference to corresponding distributions on the such Treasury Portfolio. The Company may cause to be made in any Normal Unit Certificates thereafter to be issued such change in phraseology and form (but not in substance) as may be appropriate to reflect the substitution of the Treasury Portfolio for Notes as collateral. The Company shall cause notice of any Tax Event Redemption to be mailed, at least 30 calendar days but not more than 60 calendar days before such Tax Event Redemption Date, to each Holder of Notes to be redeemed at its registered address. Upon the occurrence of a Tax Event Redemption after the successful remarketing of the Notes, the Redemption Price will be payable in cash to the holders of the Notes.

Tax Event Redemption. Upon the occurrence of a Tax Event Redemption prior to the successful remarketing of the Notes, the Company may elect to instruct in writing the Collateral Agent to apply, and upon such written instructionPurchase Contract Settlement Date, the Collateral Agent shall applywill, out upon the written instruction of the aggregate Company and the Purchase Contract Agent, deliver the Applicable Principal Amount of Pledged Debt Securities to the Trustee for payment of the Redemption Price. The Collateral Agent shall, or in the event the Pledged Debt Securities are registered in the name of the Purchase Contract Agent, the Purchase Contract Agent shall, direct the Trustee to pay the Redemption Price for therefor payable on the Notes that are components Tax Event Redemption Date on or prior to 12:30 p.m., New York City time, such Redemption Price to be paid by check or wire transfer in immediately available funds at such place and at such account as may be designated by the Collateral Agent. In the event the Collateral Agent receives such Redemption Price, the Collateral Agent will, at the written direction of Normal Unitsthe Company, apply an amount equal to the aggregate Tax Event Redemption Principal Amount for the Notes that are components of Normal Units such Redemption Price to purchase on behalf of from the Holders of Normal Units Quotation Agent, the Treasury Portfolio and promptly remit the remaining portion of such Redemption Price to the Purchase Contract Agent for payment to the Holders of such Normal UnitsType A Securities. The Collateral Agent shall Transfer the Treasury Portfolio will be substituted for the Pledged Notes, and will be pledged to the Collateral Agent Account in accordance with the terms of the Pledge Agreement manner specified herein for Pledged Debt Securities to secure the obligation of each Holder all Holders of a Normal Unit Type A Securities to purchase the Common Stock of the Company under the Purchase Contract Contracts constituting a part of such Normal UnitType A Securities, in substitution for the Pledged Debt Securities. Following the occurrence of a Tax Event Redemption prior to a successful remarketing of the Notes, the Holders of Normal Units and Thereafter the Collateral Agent shall have such security interests, rights and obligations with respect to the Treasury Portfolio as the Holder of Normal Units and the Collateral Agent it had in respect of the NotesPledged Debt Securities, as the case may be, subject to the Pledge thereof as provided in Articles IISections 2, III3, IV4, V 5 and VI of the Pledge Agreement6, and any reference herein or in the Certificates to the Note Pledged Debt Securities shall be deemed to be a reference to such Treasury Portfolio and any reference herein or in the Certificates to interest on the Notes shall be deemed to be a reference to corresponding distributions on the Treasury Portfolio. The Company may cause to be made in any Normal Unit Certificates thereafter to be issued such change in phraseology and form (but not in substance) as may be appropriate to reflect the substitution of the Treasury Portfolio for Notes as collateral. The Company shall cause notice of any Tax Event Redemption to be mailed, at least 30 calendar days but not more than 60 calendar days before such Tax Event Redemption Date, to each Holder of Notes to be redeemed at its registered address. Upon the occurrence of a Tax Event Redemption after the successful remarketing of the Notes, the Redemption Price will be payable in cash to the holders of the Notes.

Tax Event Redemption. Upon the occurrence of a Tax Event Redemption prior to the earlier of a successful remarketing of the Notes, Notes and the Company may elect to instruct in writing the Collateral Agent to apply, and upon such written instructionStock Purchase Date, the Collateral Agent shall apply, out of the aggregate Redemption Price for the Notes that are components of Normal UnitsPledged Notes, an amount equal to the aggregate Tax Event Redemption Principal Amount for the Pledged Notes that are components of Normal Units to purchase on behalf of the Holders of Normal Equity Security Units the Treasury Portfolio and promptly remit the remaining portion portion, if any, of such aggregate Redemption Price to the Agent for payment to the Holders of such Normal Equity Security Units. The Treasury Portfolio will be substituted for the Pledged Notes, and will be pledged to the Collateral Agent in accordance with the terms of the Pledge Agreement to secure the obligation of each Holder of a Normal Unit an Equity Security Units to purchase the Common Stock under the Purchase Contract constituting a part of such Normal Equity Security Unit. Following the occurrence of a Tax Event Redemption prior to the earlier of a successful remarketing of the NotesNotes and the Stock Purchase Date, the Holders of Normal Equity Security Units and the Collateral Agent shall have such security interests, rights and obligations with respect to the Treasury Portfolio as the Holder of Normal Equity Security Units and the Collateral Agent had in respect of the Notes, as the case may be, subject to the Pledge thereof as provided in Articles II, III, IV, V and VI of the Pledge Agreement, and any reference herein or in the Certificates to the Note shall be deemed to be a reference to such Treasury Portfolio and any reference herein or in the Certificates to interest on the Notes shall be deemed to be a reference to corresponding distributions on the Treasury Portfolio. The Company may cause to be made in any Normal Unit Equity Security Units Certificates thereafter to be issued such change in phraseology and form (but not in substance) as may be appropriate to reflect the substitution of the Treasury Portfolio for Notes as collateral. The Company shall cause notice of any Tax Event Redemption to be mailed, at least 30 calendar days but not more than 60 calendar days before such Tax Event Redemption Date, to each Holder of Equity Security Units including Notes to be redeemed at its registered address. Upon the occurrence of a Tax Event Redemption after the earlier of a successful remarketing of the NotesNotes or the Stock Purchase Date, the Redemption Price will be payable in cash to the holders of the Notes.

Tax Event Redemption. Upon the occurrence of a Tax Event Redemption prior to the Share Purchase Date or the earlier successful remarketing of the Notes, Notes pursuant to Section 5.4 of the Company may elect to instruct in writing Purchase Contract Agreement and the receipt of the Redemption Price of the Pledged Notes by the Collateral Agent to apply, and upon such written instructionAgent, the Collateral Agent shall applywill, at the written direction of the Company, apply an amount, out of the aggregate such Redemption Price for the Notes that are components of Normal UnitsPrice, an amount equal to the aggregate Tax Event Redemption Principal Amount for with respect to the Pledged Notes that are components of Normal Units to purchase on behalf of the Holders of Normal Units the Tax Event Redemption Treasury Portfolio Consideration and promptly remit the remaining portion of such Redemption Price Price, if any, to the Purchase Contract Agent for payment to the Holders of such Normal Units. The Collateral Agent shall transfer the Tax Event Redemption Treasury Portfolio will be substituted for the Pledged Notes, and will be pledged Consideration to the Collateral Agent in accordance with the terms of the Pledge Agreement Account to secure the obligation of each Holder all Holders of a Normal Unit Units to purchase Common Shares of the Common Stock Company under the Purchase Contract Contracts constituting a part of such Normal UnitUnits, in substitution for the Pledged Notes. Following the occurrence of a Tax Event Redemption prior to a successful remarketing of the Notes, the Holders of Normal Units and Thereafter the Collateral Agent shall have such security interests, rights and obligations with respect to the Tax Event Redemption Treasury Portfolio Consideration as the Holder of Normal Units and the Collateral Agent it had in respect of the Notes, as the case may be, subject to the Pledge thereof Pledged Notes as provided in Articles II, III, IV, V and VI of the Pledge AgreementVI, and any reference herein or in the Certificates to the Note Notes shall be deemed to be a reference to such Tax Event Redemption Treasury Portfolio Consideration, and any reference herein or in the Certificates to interest on the Notes shall be deemed to be a reference to corresponding distributions on the Treasury Portfolio. The Company may cause to be made in any Normal Unit Certificates thereafter to be issued such change in phraseology and form (but not in substance) as may be appropriate to reflect the substitution of the Treasury Portfolio for Notes as collateral. The Company shall cause notice of any Tax Event Redemption to be mailed, at least 30 calendar days but not more than 60 calendar days before such Tax Event Redemption Date, to each Holder of Notes to be redeemed at its registered address. Upon the occurrence of a Tax Event Redemption after the successful remarketing of the Notes, the Redemption Price will be payable in cash to the holders of the NotesTreasury Consideration.

Tax Event Redemption. Upon the occurrence of a Tax Event Redemption prior to May 17, 2004, or in the successful remarketing event of a Failed Initial Remarketing, prior to the Purchase Contract Settlement Date, pursuant to the terms of the Notes, the Company may elect to instruct in writing the Collateral Agent to apply, and upon such written instructionPledge Agreement, the Collateral Agent shall will apply, out of the aggregate Redemption Price for the Notes that are components of Normal Corporate Units, an amount equal to the aggregate Tax Event Redemption Principal Amount for the Notes that are components of Normal Corporate Units to purchase on behalf of the Holders of Normal Corporate Units the Treasury Portfolio and promptly remit the remaining portion of such Redemption Price to the Agent for payment to the Holders of such Normal Corporate Units. The Treasury Portfolio will be substituted for the Pledged pledged Notes, and will be pledged to held by the Collateral Agent in accordance with the terms of the Pledge Agreement to secure the obligation of each Holder of a Normal Corporate Unit to purchase the Common Stock of the Company under the Purchase Contract constituting a part of such Normal UnitCorporate Units. Following the occurrence of a Tax Event Redemption prior to May 17, 2004, or, in the event of a successful remarketing of Failed Initial Remarketing, prior to the NotesPurchase Contract Settlement Date, the Holders of Normal Corporate Units and the Collateral Agent shall have such security interests, rights and obligations with respect to the Treasury Portfolio as the Holder of Normal Corporate Units and the Collateral Agent had in respect of the Notes, as the case may be, subject to the Pledge thereof as provided in Articles IISections 2, III3, IV4, V 5 and VI 6 of the Pledge Agreement, and any reference herein or in the Certificates to the Note shall be deemed to be a reference to such Treasury Portfolio and any reference herein or in the Certificates to interest on the Notes shall be deemed to be a reference to corresponding distributions on the Treasury Portfolio. The Company may cause to be made in any Normal Unit Corporate Units Certificates thereafter to be issued such change in phraseology and form (but not in substance) as may be appropriate to reflect the substitution of the Treasury Portfolio for Notes as collateral. The Company shall cause notice of any Tax Event Redemption to be mailed, at least 30 calendar days but not more than 60 calendar days before such Tax Event Redemption Date, to each Holder of Notes to be redeemed at its registered address. Upon the occurrence of a Tax Event Redemption after the successful remarketing of the Notes, the Redemption Price will be payable in cash to the holders of the Notes.

Tax Event Redemption. Upon the occurrence of a Tax Event Redemption prior to the successful remarketing of the NotesPurchase Contract Settlement Date, the Company may elect aggregate Redemption Price payable on the Tax Event Redemption Date with respect to instruct in writing the Pledged Senior Notes shall be delivered to the Collateral Agent by the Trustee on or prior to apply12:00 p.m., and upon New York City time, by check or wire transfer in immediately available funds to the Collateral Agent or such written instructionother account as may be designated in writing by the Collateral Agent in exchange for the Pledged Senior Notes. In the event the Collateral Agent receives such Redemption Price, the Collateral Agent shall applywill, at the written direction of the Company, apply an amount, out of the aggregate such Redemption Price for the Notes that are components of Normal UnitsPrice, an amount equal to the aggregate Tax Event Redemption Principal Amount for with respect to the Pledged Senior Notes that are components of Normal Units to purchase on behalf of from the Holders of Normal Units Quotation Agent the Treasury Portfolio and promptly remit the remaining portion of such Redemption Price to the Purchase Contract Agent for payment to the Holders of such Normal UnitsIncome PRIDES. The Collateral Agent shall Transfer (or cause to be transferred) Portfolio Interests representing 100% of the entire Treasury Portfolio will be substituted or to the Collateral Account pursuant to the Pledge hereunder, in substitution for the Pledged Senior Notes. Thereafter, and will be pledged to the Collateral Agent in accordance with the terms of the Pledge Agreement to secure the obligation of each Holder of a Normal Unit to purchase the Common Stock under the Purchase Contract constituting a part of such Normal Unit. Following the occurrence of a Tax Event Redemption prior to a successful remarketing of the Notes, the Holders of Normal Units and the Collateral Agent shall have such security interests, rights and obligations with respect to the Treasury Portfolio Interests as the Holder of Normal Units and the Collateral Agent it had in respect of the Notes, as the case may be, subject to the Pledge thereof Pledged Senior Notes as provided in Articles II, III, IV, V and VI of the Pledge Agreementherein, and any reference herein or in the Certificates to the Note Senior Notes shall be deemed to be a reference to such Treasury Portfolio Interests, and any reference herein or in the Certificates to interest on the Senior Notes shall be deemed to be a reference to corresponding distributions on such Portfolio Interests. During any period greater than one Business Day between the receipt of the Redemption Price in Cash upon the Tax Event Redemption and the payment of all or a portion thereof to the Quotation Agent for the purchase of the Treasury Portfolio, as provided above, the Collateral Agent shall promptly invest any such Cash in Permitted Investments. The Company may cause to be made in any Normal Unit Certificates thereafter to be issued Upon receipt of the Proceeds upon the maturity of such change in phraseology and form (but not in substance) as may be appropriate to reflect Permitted Investments on the substitution date of the purchase of the Treasury Portfolio for Notes as collateral. The Company described above, the Collateral Agent (i) shall cause notice of pay such proceeds (and deliver any Tax Event Redemption certified or cashiers' checks received and any funds so wired) in an amount equal to be mailed, at least 30 calendar days but not more than 60 calendar days before such Tax Event Redemption Date, to each Holder of Notes to be redeemed at its registered address. Upon the occurrence of a Tax Event Redemption after the successful remarketing purchase price of the Notes, the Redemption Price will be payable in cash Treasury Portfolio to the holders Quotation Agent and (ii) and shall distribute any funds in respect of the Notesinterest earned from the Permitted Investments to the Purchase Contract Agent for payment to the relevant Holders.

Tax Event Redemption. Upon the occurrence of a Tax Event Redemption prior to the successful remarketing of the Notes, the Company may elect to instruct in writing the Collateral Agent to apply, and upon such written instruction, the Collateral Agent shall apply, out of the aggregate Redemption Price for the Notes that are components of Normal UnitsUpper DECS, an amount equal to the aggregate Tax Event Redemption Principal Amount for the Notes that are components of Normal Units Upper DECS to purchase on behalf of the Holders of Normal Units Upper DECS the Treasury Portfolio and promptly remit the remaining portion of such aggregate Redemption Price to the Agent for payment to the Holders of such Normal UnitsUpper DECS. The Treasury Portfolio will be substituted for the Pledged Notes, and will be pledged to the Collateral Agent in accordance with the terms of the Pledge Agreement to secure the obligation of each Holder of a Normal Unit an Upper DECS to purchase the Common Stock under the Forward Purchase Contract constituting a part of such Normal UnitUpper DECS. Following the occurrence of a Tax Event Redemption prior to a successful remarketing of the Notes, the Holders of Normal Units Upper DECS and the Collateral Agent shall have such security interests, rights and obligations with respect to the Treasury Portfolio as the Holder of Normal Units Upper DECS and the Collateral Agent had in respect of the Notes, as the case may be, subject to the Pledge thereof as provided in Articles II, III, IV, V and VI of the Pledge Agreement, and any reference herein or in the Certificates to the Note shall be deemed to be a reference to such Treasury Portfolio and any reference herein or in the Certificates to interest on the Notes shall be deemed to be a reference to corresponding distributions on the Treasury Portfolio. The Company may cause to be made in any Normal Unit Upper DECS Certificates thereafter to be issued such change in phraseology and form (but not in substance) as may be appropriate to reflect the substitution of the Treasury Portfolio for Notes as collateral. The Company shall cause notice of any Tax Event Redemption to be mailed, at least 30 calendar days but not more than 60 calendar days before such the relevant Tax Event Redemption Date, to each Holder of Upper DECS including Notes to be redeemed at its registered address. Upon the occurrence of a Tax Event Redemption after the successful remarketing of the Notes, the Redemption Price will be payable in cash to the holders of the Notes.

Tax Event Redemption. Upon the occurrence of a Tax Event Redemption prior to the successful remarketing of the NotesSecond Purchase Contract Settlement Date, the Company may elect Redemption Price payable on the Tax Event Redemption Date with respect to instruct in writing the Applicable Principal Amount of Debt Securities shall be delivered to the Collateral Agent in exchange for the Pledged Debt Securities. Pursuant to apply, and upon such written instructionthe terms of the Pledge Agreement, the Collateral Agent shall apply, out of the aggregate Redemption Price for the Notes that are components of Normal Units, will apply an amount equal to the aggregate Tax Event Redemption Principal Amount for the Notes that are components of Normal Units such Redemption Price to purchase on behalf of the Holders of Normal Units Income PRIDES the Treasury Portfolio and promptly remit the remaining portion of such Redemption Price to the Agent for payment to the Holders of such Normal UnitsIncome PRIDES. The Treasury Portfolio will be substituted for the outstanding Pledged NotesDebt Securities, and will be pledged to held by the Collateral Agent in accordance with the terms of the Pledge Agreement to secure the obligation of each Holder of a Normal Unit an Income PRIDES to purchase the Common Stock of the Company on the applicable Purchase Contract Settlement Date under the Purchase Contract constituting a part of such Normal UnitIncome PRIDES. Following the occurrence of a Tax Event Redemption prior to a successful remarketing of the NotesSecond Purchase Contract Settlement Date, the Holders of Normal Units Income PRIDES and the Collateral Agent shall have such security interests, rights and obligations with respect to the Treasury Portfolio as the Holder of Normal Units Income PRIDES and the Collateral Agent had in respect of the Notes, as the case may be, Debt Securities subject to the Pledge thereof as provided in Articles IISections 2, III3, IV4, V 5 and VI 6 of the Pledge Agreement, and any reference herein or in the Certificates to the Note Debt Securities shall be deemed to be a reference to such Treasury Portfolio and any reference herein or in the Certificates to interest on the Notes shall be deemed to be a reference to corresponding distributions on the Treasury Portfolio. The Company may cause to be made in any Normal Unit Income PRIDES Certificates thereafter to be issued such change in phraseology and form (but not in substance) as may be appropriate to reflect the substitution of the Treasury Portfolio for Notes Debt Securities as collateral. The Company shall cause notice of any Tax Event Redemption to be mailed, at least 30 calendar days but not more than 60 calendar days before such Tax Event Redemption Date, to each Holder of Notes to be redeemed at its registered address. Upon the occurrence of a Tax Event Redemption after the successful remarketing of the Notes, the Redemption Price will be payable in cash to the holders of the Notes.

Tax Event Redemption. Upon (a) The Securities of any series may be redeemed, subject to any other terms set forth herein and in the Board Resolution or supplemental indenture pursuant to Section 3.01 and in such Securities, and subject, in the case of Perpetual Subordinated Debt Securities and Perpetual Subordinated Capital Securities of any series, to the Solvency Condition being satisfied by the Issuer, as a whole but not in part, at the option of the Issuer, upon not less than 30 nor more than 60 days’ notice to the Subordinated Trustee for such series of Securities and the Holders of such Securities in writing, at a Redemption Price equal to 100% of the principal amount thereof (or, if the context so requires, such lesser amount in the case of Discounted Securities) (and premium, if any, thereon), together with accrued and unpaid interest for the then current period and Deferred Interest, if any, thereon to, but excluding, the Redemption Date, and any Securities convertible or exchangeable into Preference Shares may, at the option of the Issuer, be converted or exchanged as a whole, and any Additional Amounts thereon upon the occurrence of a Tax Event Redemption prior Event. Any such notice of redemption shall be irrevocable. Prior to the successful remarketing redemption of any series of Securities following the Notesoccurrence of a Tax Event, the Company may elect Issuer shall be required, before it gives a notice of redemption, to instruct in writing the Collateral Agent to apply, and upon such written instruction, the Collateral Agent shall apply, out of the aggregate Redemption Price for the Notes that are components of Normal Units, an amount equal deliver to the aggregate Subordinated Trustee an Officers’ Certificate stating that all conditions precedent to such redemption have been complied with and an Opinion of Counsel concluding that in the opinion of such counsel a Tax Event Redemption Principal Amount for has occurred and the Notes that are components Issuer is entitled to exercise its right of Normal Units to purchase on behalf of the Holders of Normal Units the Treasury Portfolio and promptly remit the remaining portion of such Redemption Price to the Agent for payment to the Holders of such Normal Units. The Treasury Portfolio will be substituted for the Pledged Notes, and will be pledged to the Collateral Agent redemption in accordance with the terms of the Pledge Agreement Securities. If the Issuer provides an Opinion of Counsel in the appropriate jurisdiction, dated as of the date of the relevant event referred to secure in the preceding paragraph, that no obligation to pay any Additional Amount aforesaid arises, then that Opinion of each Holder of a Normal Unit to purchase the Common Stock under the Purchase Contract constituting a part Counsel shall be final and binding, solely for purposes of such Normal Unitparagraph, on the Issuer, the Subordinated Trustee and the Holders of the Securities of any such series as to the law of the relevant jurisdiction at the date of such Opinion of Counsel. Following The rights of the Issuer to redeem the Dated Subordinated Debt Securities, the Perpetual Subordinated Debt Securities and the Perpetual Subordinated Capital Securities of any series, upon the occurrence of a Tax Event Redemption prior occurring as a result of a Tax Law Change, will be subject to any conditions (including the Relevant Regulator consenting to such redemption in the form of the grant of a waiver) specified in the Board Resolution or supplemental indenture executed pursuant to Section 3.01 hereof establishing the terms of such Securities being satisfied. (b) In relation to a successful remarketing series of Dated Subordinated Debt Securities, except as otherwise indicated to the NotesIssuer by the Relevant Regulator, the Holders of Normal Units and Issuer may not redeem the Collateral Agent shall have such security interests, rights and obligations with respect to the Treasury Portfolio as the Holder of Normal Units and the Collateral Agent had in respect of the Notes, as the case may be, subject to the Pledge thereof as provided in Articles II, III, IV, V and VI of the Pledge Agreement, and any reference herein or in the Certificates to the Note shall be deemed to be a reference to such Treasury Portfolio and any reference herein or in the Certificates to interest on the Notes shall be deemed to be a reference to corresponding distributions on the Treasury Portfolio. The Company may cause to be made in any Normal Unit Certificates thereafter to be issued such change in phraseology and form (but not in substance) as may be appropriate to reflect the substitution of the Treasury Portfolio for Notes as collateral. The Company shall cause notice of any Tax Event Redemption to be mailed, at least 30 calendar days but not more than 60 calendar days before such Tax Event Redemption Date, to each Holder of Notes to be redeemed at its registered address. Upon Securities upon the occurrence of a Tax Event Redemption after prior to the successful remarketing fifth anniversary of the Notes, the Redemption Price will be payable in cash to the holders issue date of the NotesSecurities unless such redemption is funded out of the proceeds of a new issuance of capital of the same or higher quality than the relevant Securities.

Tax Event Redemption. Upon the occurrence of a Tax Event Redemption prior to May 17, 2004, or in the successful remarketing event of a Failed Initial Remarketing, prior to the Forward Purchase Contract Settlement Date, pursuant to the terms of the Notes, the Company may elect to instruct in writing the Collateral Agent to apply, and upon such written instructionPledge Agreement, the Collateral Agent shall will apply, out of the aggregate Redemption Price for the Notes that are components of Normal UnitsUpper DECS, an amount equal to the aggregate Tax Event Redemption Principal Amount for the Notes that are components of Normal Units Upper DECS to purchase on behalf of the Holders of Normal Units Upper DECS the Treasury Portfolio and promptly remit the remaining portion of such Redemption Price to the Agent for payment to the Holders of such Normal UnitsUpper DECS. The Treasury Portfolio will be substituted for the Pledged pledged Notes, and will be pledged to held by the Collateral Agent in accordance with the terms of the Pledge Agreement to secure the obligation of each Holder of a Normal Unit an Upper DECS to purchase the Common Stock of the Company under the Forward Purchase Contract constituting a part of such Normal UnitUpper DECS. Following the occurrence of a Tax Event Redemption prior to May 17, 2004, or, in the event of a successful remarketing of Failed Initial Remarketing, prior to the NotesForward Purchase Contract Settlement Date, the Holders of Normal Units Upper DECS and the Collateral Agent shall have such security interests, rights and obligations with respect to the Treasury Portfolio as the Holder of Normal Units Upper DECS and the Collateral Agent had in respect of the Notes, as the case may be, subject to the Pledge thereof as provided in Articles IISections 2, III3, IV4, V 5 and VI 6 of the Pledge Agreement, and any reference herein or in the Certificates to the Note shall be deemed to be a reference to such Treasury Portfolio and any reference herein or in the Certificates to interest on the Notes shall be deemed to be a reference to corresponding distributions on the Treasury Portfolio. The Company may cause to be made in any Normal Unit Upper DECS Certificates thereafter to be issued such change in phraseology and form (but not in substance) as may be appropriate to reflect the substitution of the Treasury Portfolio for Notes as collateral. The Company shall cause notice of any Tax Event Redemption to be mailed, at least 30 calendar days but not more than 60 calendar days before such Tax Event Redemption Date, to each Holder of Notes to be redeemed at its registered address. Upon the occurrence of a Tax Event Redemption after the successful remarketing of the NotesPurchase Contract Settlement Date, the Redemption Price will be payable in cash to the holders of the Notes.

Tax Event Redemption. Upon the occurrence of a Tax Event Redemption prior to , 2005 or, in the successful remarketing event of a Failed Initial Remarketing, prior to , 2005, in the event of a Failed Second Remarketing, prior to , 2005 or in the event of a Failed Third Remarketing, prior to the Purchase Contract Settlement Date, pursuant to the terms of the Notes, the Company may elect to instruct in writing the Collateral Agent to apply, and upon such written instructionPledge Agreement, the Collateral Agent shall will apply, out of the aggregate Redemption Price for the Senior Notes that are components of Normal Corporate Units, an amount equal to the aggregate Tax Event Redemption Principal Amount for the Senior Notes that are components of Normal Corporate Units to purchase on behalf of the Holders of Normal Corporate Units the Treasury Portfolio and promptly remit the remaining portion of such Redemption Price to the Agent for payment to the Holders of such Normal Corporate Units, such payment to be made promptly to Holders of record on the Tax Event Redemption Date, each such Holder being entitled to receive a pro rata portion of such remaining portion, based on the number of Corporate Units held by such Person. The Treasury Portfolio will be substituted for the Pledged pledged Senior Notes, and will be pledged to held by the Collateral Agent in accordance with the terms of the Pledge Agreement to secure the obligation of each Holder of a Normal Corporate Unit to purchase the Common Stock of the Company under the Purchase Contract constituting a part of such Normal UnitCorporate Units. Following the occurrence of a Tax Event Redemption prior to , 2005 or, in the event of a successful remarketing Failed Initial Remarketing, prior to , 2005, in the event of a Failed Second Remarketing, prior to , 2005 or in the Notesevent of a Failed Third Remarketing, prior to the Purchase Contract Settlement Date, the Holders of Normal Corporate Units and the Collateral Agent shall have such security interests, rights and obligations with respect to the Treasury Portfolio as the Holder of Normal Corporate Units and the Collateral Agent had in respect of the Senior Notes, as the case may be, subject to the Pledge thereof as provided in Articles II2, III3, IV4, V 5 and VI 6 of the Pledge Agreement, and any reference herein or in the Certificates to the Note Senior Notes shall be deemed to be a reference to such Treasury Portfolio and any reference herein or in the Certificates to interest on the Senior Notes shall be deemed to be a reference to corresponding distributions on the Treasury Portfolio. The Company may cause to be made in any Normal Unit Corporate Units Certificates thereafter to be issued such change in phraseology and form (but not in substance) as may be appropriate to reflect the substitution of the Treasury Portfolio for Senior Notes as collateral. The Company shall cause notice of any Tax Event Redemption to be mailed, at least 30 calendar days but not more than 60 calendar days before such Tax Event Redemption Date, to each Holder of Notes to be redeemed at its registered address. Upon the occurrence of a Tax Event Redemption after the successful remarketing of the Notes, the Redemption Price will be payable in cash to the holders of the Notes.

Tax Event Redemption. (a) Upon the occurrence of a Tax Event Redemption prior to November 16, 2004, or in the successful remarketing event of a Failed Initial Remarketing, prior to the Notes, the Company may elect to instruct in writing the Collateral Agent to apply, and upon such written instruction, the Collateral Agent shall apply, out of the aggregate Redemption Price for the Notes that are components of Normal UnitsPurchase Contract Settlement Date, an amount equal to the aggregate Redemption Amount, plus any accrued and unpaid interest, payable on the Tax Event Redemption Principal Amount for Date with respect to the principal amount of Notes that are components of Normal Units Income PACS shall be deposited in the Collateral Account in exchange for the Pledged Notes. Thereafter, pursuant to the terms of the Pledge Agreement, the Collateral Agent shall cause the Securities Intermediary to apply an amount equal to the Redemption Amount of such funds to purchase on behalf of the Holders of Normal Units Income PACS the Treasury Portfolio and promptly remit the remaining portion of such Redemption Price funds to the Purchase Contract Agent for payment to the Holders of such Normal Units. The Income PACS. (b) Upon the occurrence of a Tax Event Redemption, the Applicable Ownership Interest (as specified in clause (A) of the definition of such term) of the Treasury Portfolio will be substituted as Collateral for the Pledged Notes, Notes and will be pledged to held by the Collateral Agent in accordance with the terms of the Pledge Agreement to secure the obligation of each Holder of a Normal Unit an Income PACS to purchase the Common Stock of the Company under the Purchase Contract constituting a part of such Normal UnitIncome PACS. Following the occurrence of a Tax Event Redemption prior to a successful remarketing of the NotesPurchase Contract Settlement Date, the Holders of Normal Units Income PACS and the Collateral Agent shall have such security interests, interest rights and obligations with respect to the Applicable Ownership Interest (as specified in clause (A) of the definition of such term) of the Treasury Portfolio as the Holder Holders of Normal Units Income PACS and the Collateral Agent had in respect of the Notes, as the case may be, subject to the Pledge thereof as provided in Articles II, III, IV, V and VI of the Pledge Agreement, and any reference herein or in the Certificates to the Note shall be deemed to be a reference to such Treasury Portfolio and any reference herein or in the Certificates to interest on the Notes shall be deemed to be a reference to corresponding distributions on such Applicable Ownership Interests (as specified in clause (A) of the definition of such term) of the Treasury Portfolio. The Company may cause to be made in any Normal Unit Income PACS Certificates thereafter to be issued such change in phraseology and form (but not in substance) as may be appropriate to reflect the substitution of the Applicable Ownership Interest (as specified in clause (A) of the definition of such term) of the Treasury Portfolio for Notes as collateral. The Company shall cause notice of any Tax Event Redemption to be mailed, at least 30 calendar days but not more than 60 calendar days before such Tax Event Redemption Date, to each Holder of Notes to be redeemed at its registered address. Upon the occurrence of a Tax Event Redemption after the successful remarketing of the Notes, the Redemption Price will be payable in cash to the holders of the NotesCollateral.

Tax Event Redemption. (a) Upon the occurrence of a Tax Event Redemption prior to November 16, 2004, or in the successful remarketing event of a Failed Initial Remarketing, prior to the Notes, the Company may elect to instruct in writing the Collateral Agent to apply, and upon such written instruction, the Collateral Agent shall apply, out of the aggregate Redemption Price for the Notes that are components of Normal UnitsPurchase Contract Settlement Date, an amount equal to the aggregate Redemption Amount, plus any accrued and unpaid interest, payable on the Tax Event Redemption Principal Amount Date with respect to the principal amount of the Notes shall be deposited in the Collateral Account in exchange for the Notes that are components Pledged Notes. Thereafter, pursuant to the terms of Normal Units the Pledge Agreement, the Collateral Agent shall cause the Securities Intermediary to apply an amount equal to the Redemption Amount of such funds to purchase on behalf of the Holders of Normal Units Income PACS the Treasury Portfolio and promptly remit the remaining portion of such Redemption Price funds to the Purchase Contract Agent for payment to the Holders of such Normal Units. Income PACS. (b) The Applicable Ownership Interest (as specified in clause (A) of the definition of such term) of the Treasury Portfolio will be substituted as Collateral for the Pledged Notes, Notes and will be pledged to held by the Collateral Agent in accordance with the terms of the Pledge Agreement to secure the obligation of each Holder of a Normal Unit an Income PACS to purchase the Common Stock of the Company under the Purchase Contract constituting a part of such Normal UnitIncome PACS. Following the occurrence of a Tax Event Redemption prior to a successful remarketing of the NotesPurchase Contract Settlement Date, the Holders of Normal Units Income PACS and the Collateral Agent shall have such security interests, interest rights and obligations with respect to the Applicable Ownership Interest (as specified in clause (A) of the definition of such term) of the Treasury Portfolio as the Holder Holders of Normal Units Income PACS and the Collateral Agent had in respect of the Notes, as the case may be, subject to the Pledge thereof as provided in Articles II, III, IV, V and VI of the Pledge Agreement, and any reference herein or in the Certificates to the Note shall be deemed to be a reference to such Treasury Portfolio and any reference herein or in the Certificates to interest on the Notes shall be deemed to be a reference to corresponding distributions on the such Treasury Portfolio. The Company may cause to be made in any Normal Unit Income PACS Certificates thereafter to be issued such change in phraseology and form (but not in substance) as may be appropriate to reflect the substitution of the Applicable Ownership Interest (as specified in clause (A) of the definition of such term) of the Treasury Portfolio for Notes as collateral. The Company shall cause notice of any Tax Event Redemption to be mailed, at least 30 calendar days but not more than 60 calendar days before such Tax Event Redemption Date, to each Holder of Notes to be redeemed at its registered address. Upon the occurrence of a Tax Event Redemption after the successful remarketing of the Notes, the Redemption Price will be payable in cash to the holders of the NotesCollateral.

Tax Event Redemption. Upon the occurrence of a Tax Event Redemption prior to the a successful remarketing of the Pledged Notes, the Company may elect aggregate Redemption Price payable on the Tax Event Redemption Date with respect to instruct in writing such Pledged Notes shall be delivered to the Collateral Agent by the Trustee at or prior to apply12:00 p.m., New York City time, by wire transfer in immediately available funds at such place and upon at such written instructionaccount as may be designated by the Collateral Agent in exchange for the Pledged Notes. In the event the Collateral Agent receives such Redemption Price, the Collateral Agent shall applywill, at the written direction of the Company, apply an amount, out of the aggregate such Redemption Price for the Notes that are components of Normal UnitsPrice, an amount equal to the aggregate Tax Event Redemption Principal Amount for with respect to the Pledged Notes that are components of Normal Units to purchase on behalf of from the Holders of Normal Units Quotation Agent the Treasury Portfolio and promptly remit the remaining portion of such Redemption Price to the Forward Purchase Contract Agent for payment to the Holders of such Normal UnitsUpper DECS. The Collateral Agent shall Transfer the Treasury Portfolio will be substituted for the Pledged Notes, and will be pledged to the Collateral Agent in accordance with the terms of the Pledge Agreement Account to secure the obligation of each Holder all Holders of a Normal Unit Upper DECS to purchase the Common Stock of the Company under the Forward Purchase Contract Contracts constituting a part of such Normal UnitUpper DECS, in substitution for the Pledged Notes. Following the occurrence of a Tax Event Redemption prior to a successful remarketing of the Notes, the Holders of Normal Units and Thereafter the Collateral Agent shall have such security interests, rights and obligations with respect to the Treasury Portfolio as the Holder of Normal Units and the Collateral Agent it had in respect of the Notes, as the case may be, subject to the Pledge thereof Pledged Notes as provided in Articles II, III, IV, V and VI of the Pledge AgreementVI, and any reference herein or in the Certificates to the Note Notes shall be deemed to be a reference to such Treasury Portfolio Portfolio, and any reference herein or in the Certificates to interest on the Notes shall be deemed to be a reference to corresponding distributions on the such Treasury Portfolio. The Company may cause to be made in any Normal Unit Certificates thereafter to be issued such change in phraseology and form (but not in substance) as may be appropriate to reflect the substitution of the Treasury Portfolio for Notes as collateral. The Company shall cause notice of any Tax Event Redemption to be mailed, at least 30 calendar days but not more than 60 calendar days before such Tax Event Redemption Date, to each Holder of Notes to be redeemed at its registered address. Upon the occurrence of a Tax Event Redemption after the successful remarketing of the Notes, the Redemption Price will be payable in cash to the holders of the Notes.

Tax Event Redemption. Upon the occurrence of a Tax Event Redemption prior to the successful remarketing of the NotesSecond Purchase Contract Settlement Date, the Company may elect Redemption Price payable on the Tax Event Redemption Date with respect to instruct in writing the Applicable Principal Amount of Debt Securities shall be delivered to the Collateral Agent in exchange for the Pledged Debt Securities. Pursuant to apply, and upon such written instructionthe terms of the Pledge Agreement, the Collateral Agent shall apply, out of the aggregate Redemption Price for the Notes that are components of Normal Units, will apply an amount equal to the aggregate Tax Event Redemption Principal Amount for the Notes that are components of Normal Units such Redemption Price to purchase on behalf of the Holders of Normal Units Income PRIDES the Treasury Portfolio and promptly remit the remaining portion of such Redemption Price to the Agent for payment to the Holders of such Normal UnitsIncome PRIDES. The Treasury Portfolio will be substituted for the outstanding Pledged NotesDebt Securities, and will be pledged to held by the Collateral Agent in accordance with the terms of the Pledge Agreement to secure the obligation of each Holder of a Normal Unit an Income PRIDES to purchase the Common Stock of the Company on the applicable Purchase Contract Settlement Date under the Purchase Contract constituting a part of such Normal UnitIncome PRIDES. Following the occurrence of a Tax Event Redemption prior to a successful remarketing of the NotesSecond Purchase Contract Settlement Date, the Holders of Normal Units Income PRIDES and the Collateral Agent shall have such security interests, rights and obligations with respect to the Treasury Portfolio as the Holder of Normal Units Income PRIDES and the Collateral Agent had in respect of the Notes, as the case may be, Debt Securities subject to the Pledge thereof as provided in Articles IISections 2, III3, IV4, V 5 and VI 6 of the Pledge Agreement, and any reference herein or in the Certificates to the Note Debt Securities shall be deemed to be a reference to such Treasury Portfolio and any reference herein or in the Certificates to interest on the Notes shall be deemed to be a reference to corresponding distributions on the Treasury Portfolio. The Company may cause to be made in any Normal Unit Income PRIDES Certificates thereafter to be issued such change in phraseology and form (but not in substance) as may be appropriate to reflect the liquidation of the Trust and the substitution of the Treasury Portfolio for Notes Debt Securities as collateral. The Company shall cause notice of any Tax Event Redemption to be mailed, at least 30 calendar days but not more than 60 calendar days before such Tax Event Redemption Date, to each Holder of Notes to be redeemed at its registered address. Upon the occurrence of a Tax Event Redemption after the successful remarketing of the Notes, the Redemption Price will be payable in cash to the holders of the Notes.

Tax Event Redemption. Upon the occurrence of a Tax Event Redemption prior to the successful remarketing Stock Purchase Date or any Remarketing Date, the Redemption Amount payable to the Agent on behalf of the Notes, Holders of Normal Units on the Company may elect Redemption Date with respect to instruct in writing the Preferred Securities shall be delivered by the Agent to the Collateral Agent in exchange for the Pledged Preferred Securities. Pursuant to apply, and upon such written instructionthe terms of the Pledge Agreement, the Collateral Agent shall apply, out of the aggregate Redemption Price for the Notes that are components of Normal Units, will apply an amount equal to the aggregate Tax Event Redemption Principal Amount for the Notes that are components of Normal Units to purchase on behalf of the Holders of Normal Units Units, on a pro rata basis, the Redemption Treasury Portfolio and promptly remit the remaining portion of such Redemption Price Amount, if any, to the Agent for payment to the Holders of such Normal UnitsUnits on a pro rata basis. The Redemption Treasury Portfolio will be substituted for the Pledged NotesPreferred Securities, and will be pledged to held by the Collateral Agent in accordance with the terms of the Pledge Agreement to secure the obligation of each Holder of a Normal Unit to purchase the Common Stock of the Company under the Purchase Contract constituting a part of such Normal Unit. Following the occurrence of a Tax Event Redemption prior to a successful remarketing of the NotesStock Purchase Date or any Remarketing Date, the Holders of Normal Units and the Collateral Agent shall have such security interests, rights and obligations with respect to the Redemption Treasury Portfolio as the Holder of Normal Units and the Collateral Agent had in respect of the Notes, as the case may be, Preferred Securities subject to the Pledge thereof as provided in Articles II, III, IV, V V, and VI of the Pledge Agreement, and any reference herein or in the Certificates to the Note Preferred Securities shall be deemed to be a reference to such Treasury Portfolio and any reference herein or in the Certificates to interest on the Notes shall be deemed to be a reference to corresponding distributions on the Redemption Treasury Portfolio. The Company may cause to be made in any Normal Unit Certificates thereafter to be issued such change in phraseology and form (but not in substance) as may be appropriate to reflect the liquidation of the Trust and the substitution of the Redemption Treasury Portfolio for Notes Preferred Securities as collateral. The Company shall cause notice of any Tax Event Redemption to be mailed, at least 30 calendar days but not more than 60 calendar days before such Tax Event Redemption Date, to each Holder of Notes to be redeemed at its registered address. Upon the occurrence of a Tax Event Redemption after the successful remarketing of the Notes, the Redemption Price will be payable in cash to the holders of the Notes.

Tax Event Redemption. Upon the occurrence of a Tax Event Redemption prior to a Successful Initial Remarketing, or in the successful remarketing event of a Failed Initial Remarketing, prior to the Warrant Settlement Date, the Redemption Price payable on such date with respect to the Applicable Amount shall be deposited in the Collateral Account in exchange for the Pledged Notes. Thereafter, pursuant to the terms of the Notes, the Company may elect to instruct in writing the Collateral Agent to apply, and upon such written instructionPledge Agreement, the Collateral Agent shall apply, out of cause the aggregate Redemption Price for the Notes that are components of Normal Units, Securities Intermediary to apply an amount equal to the aggregate Tax Event Redemption Principal Amount for the Notes that are components of Normal Units such Redemption Price to purchase on behalf of the Holders of Normal Equity Units the Treasury Portfolio and promptly remit the remaining portion of such Redemption Price to the Warrant Agent for payment to the Holders of such Normal Equity Units. The Applicable Ownership Interest (as specified in clause (A) of the definition of such term) of the Treasury Portfolio will be substituted as Collateral for the Pledged Notes, Notes and will be pledged to held by the Collateral Agent in accordance with the terms of the Pledge Agreement to secure the obligation of each Holder of a Normal an Equity Unit to purchase the Common Stock of the Company under the Purchase Contract Warrant constituting a part of such Normal Equity Unit. Following the occurrence of a Tax Event Redemption prior to a successful remarketing of the NotesSuccessful Initial Remarketing, the Holders of Normal Equity Units and the Collateral Agent shall have such security interests, interest rights and obligations with respect to the Applicable Ownership Interest (as specified in clause (A) of the definition of such term) of the Treasury Portfolio as the Holder Holders of Normal Equity Units and the Collateral Agent had in respect of the Notes, as the case may be, Notes subject to the Pledge thereof as provided in Articles II, III, IV, V and VI of the Pledge Agreement, and any reference herein or in the Certificates to the Note shall be deemed to be a reference to such Treasury Portfolio and any reference herein or in the Certificates to interest on the Notes shall be deemed to be a reference to corresponding distributions on the such Treasury Portfolio. The Company may cause to be made in any Normal Unit Certificates thereafter to be issued such change in phraseology and form (but not in substance) as may be appropriate to reflect the substitution of the Treasury Portfolio for Notes as collateral. The Company shall cause notice of any Tax Event Redemption to be mailed, at least 30 calendar days but not more than 60 calendar days before such Tax Event Redemption Date, to each Holder of Notes to be redeemed at its registered address. Upon the occurrence of a Tax Event Redemption after the successful remarketing of the Notes, the Redemption Price will be payable in cash to the holders of the Notes.

Tax Event Redemption. Upon the occurrence of a Tax Event Redemption prior to the successful remarketing of the NotesNotes pursuant to the provisions of Section 5.4, the Company may elect to instruct in writing the Collateral Agent to apply, and upon such written instruction, the Collateral Agent shall apply, out of the aggregate Redemption Price for the Notes that are components of Normal Units, an amount equal to the aggregate Tax Event Redemption Principal Amount for the Notes that are components of Normal Units to purchase on behalf of the Holders of Normal Units the Treasury Portfolio and promptly remit the remaining portion of such Redemption Price to the Agent for payment to the Holders of such Normal Units. The Treasury Portfolio will be substituted for the Pledged Notes, and will be pledged to the Collateral Agent in accordance with the terms of the Pledge Agreement to secure the obligation of each Holder of a Normal Unit to purchase the Common Stock Shares under the Purchase Contract constituting a part of such Normal Unit. Following the occurrence of a Tax Event Redemption prior to a successful remarketing of the NotesNotes pursuant to the provisions of Section 5.4, the Holders of Normal Units and the Collateral Agent shall have such security interests, rights and obligations with respect to the Treasury Portfolio as the Holder of Normal Units and the Collateral Agent had in respect of the Notes, as the case may be, subject to the Pledge thereof as provided in Articles II, III, IV, V and VI of the Pledge Agreement, and any reference herein or in the Certificates to the Note shall be deemed to be a reference to such Treasury Portfolio and any reference herein or in the Certificates to interest on the Notes shall be deemed to be a reference to corresponding distributions on the Treasury Portfolio. The Company may cause to be made in any Normal Unit Certificates thereafter to be issued such change in phraseology and form (but not in substance) as may be appropriate to reflect the substitution of the Treasury Portfolio for Notes as collateral. The Company shall cause notice of any Tax Event Redemption to be mailed, at least 30 calendar days but not more than 60 calendar days before such Tax Event Redemption Date, to each Holder of Notes to be redeemed at its registered address. Upon the occurrence of a Tax Event Redemption after the successful remarketing of the Notes, the Redemption Price will be payable in cash to the holders of the Notes.

Tax Event Redemption. (a) Upon the occurrence of a Tax Event Redemption prior to the successful remarketing of the Notes, the Company may elect to instruct in writing the Collateral Agent to apply, and upon such written instruction, the Collateral Agent Agent, pursuant to the Pledge Agreement, shall apply, out of the aggregate Redemption Price for the Notes that are components of Normal Unitsall outstanding Notes, an amount equal to the aggregate Tax Event Redemption Principal Amount for the such Notes that are components of Normal Units to purchase on behalf of the Holders of Normal Units the applicable Treasury Portfolio and promptly remit the remaining portion of such Redemption Price to the Agent for payment to the Holders of such Normal Units. The Treasury Portfolio will be substituted for the Pledged Notes, and will be pledged to the Collateral Agent in accordance with the terms of the Pledge Agreement to secure the obligation of each Holder of a Normal Unit to purchase the Common Stock under the Purchase Contract constituting a part of such Normal Unit. Following the occurrence of a Tax Event Redemption prior to a successful remarketing of the Notes, the Holders of Normal Units and the Collateral Agent shall have such security interests, rights and obligations with respect to the Treasury Portfolio as the Holder of Normal Units and the Collateral Agent had in respect of the Notes, as the case may be, subject to the Pledge thereof as provided in Articles II, III, IV, V and VI of the Pledge Agreement, and any reference herein or in the Certificates to the Note shall be deemed to be a reference to such Treasury Portfolio and any reference herein or in the Certificates to interest on the Notes shall be deemed to be a reference to corresponding distributions on the Treasury Portfolio. The Company may cause to be made in any Normal Unit Certificates thereafter to be issued such change in phraseology and form (but not in substance) as may be appropriate to reflect the substitution of the Treasury Portfolio for Notes as collateral. . (b) The Company shall cause notice of any Tax Event Redemption to be mailed, at least 30 calendar days but not more than 60 calendar days before such Tax Event Redemption Date, to each Holder of Notes to be redeemed at its registered address. . (c) Upon the occurrence of a Tax Event Redemption after the successful remarketing of the Notes, the Redemption Price will be payable in cash to the holders of the Notes.

Tax Event Redemption. Upon the occurrence of a --------------------- Tax Event Redemption prior to August 17, 2004 or any earlier Successful Remarketing, pursuant to the successful remarketing terms of the Notes, the Company may elect to instruct in writing the Collateral Agent to apply, and upon such written instructionPledge Agreement, the Collateral Agent shall will apply, out of the aggregate Redemption Price for the Notes that are components of Normal Corporate Units, an amount equal to the aggregate Tax Event Redemption Principal Amount for the Notes that are components of Normal Corporate Units to purchase on behalf of the Holders of Normal Corporate Units the Treasury Portfolio and promptly remit the remaining portion of such Redemption Price to the Agent for payment to the Holders of such Normal Corporate Units. The Treasury Portfolio will be substituted for the Pledged pledged Notes, and will be pledged to held by the Collateral Agent in accordance with the terms of the Pledge Agreement to secure the obligation of each Holder of a Normal Corporate Unit to purchase the PCS Common Stock of the Company under the Purchase Contract constituting a part of such Normal UnitCorporate Units. Following the occurrence of a Tax Event Redemption prior to a successful remarketing of the NotesAugust 17, 2004 or any earlier Successful Remarketing, the Holders of Normal Corporate Units and the Collateral Agent shall have such security interests, rights and obligations with respect to the Treasury Portfolio as the Holder of Normal Corporate Units and the Collateral Agent had in respect of the Notes, as the case may be, subject to the Pledge thereof as provided in Articles II, III, IV, V and VI of the Pledge Agreement, and any reference herein or in the Certificates to the Note shall be deemed to be a reference to such Treasury Portfolio and any reference herein or in the Certificates to interest on the Notes shall be deemed to be a reference to corresponding distributions on the Treasury Portfolio. The Company may cause to be made in any Normal Unit Corporate Units Certificates thereafter to be issued such change in phraseology and form (but not in substance) as may be appropriate to reflect the substitution of the Treasury Portfolio for Notes as collateral. The Company shall cause notice of any Tax Event Redemption to be mailed, at least 30 calendar days but not more than 60 calendar days before such Tax Event Redemption Date, to each Holder of Notes to be redeemed at its registered address. Upon the occurrence of a Tax Event Redemption after the successful remarketing of the Notes, the Redemption Price will be payable in cash to the holders of the Notes.

Tax Event Redemption. Upon the occurrence of a Tax Event Redemption prior to the successful remarketing Reset Date, or in the event of a Failed Initial Remarketing, prior to the Purchase Contract Settlement Date, pursuant to the terms of the Notes, the Company may elect to instruct in writing the Collateral Agent to apply, and upon such written instructionPledge Agreement, the Collateral Agent shall will apply, out of the aggregate Redemption Price for the Senior Notes that are components of Normal UnitsIncome PRIDES, an amount equal to the aggregate Tax Event Redemption Principal Amount for the Senior Notes that are components of Normal Units Income PRIDES to purchase on behalf of the Holders of Normal Units Income PRIDES the Treasury Portfolio and promptly remit the remaining portion of such Redemption Price to the Agent for payment to the Holders of such Normal UnitsIncome PRIDES. The Treasury Portfolio will be substituted for the Pledged pledged Senior Notes, and will be pledged to held by the Collateral Agent in accordance with the terms of the Pledge Agreement to secure the obligation of each Holder of a Normal Unit an Income PRIDES to purchase the Common Stock of the Company under the Purchase Contract constituting a part of such Normal UnitIncome PRIDES. Following the occurrence of a Tax Event Redemption prior to the Reset Date, or, in the event of a successful remarketing of Failed Initial Remarketing, prior to the NotesPurchase Contract Settlement Date, the Holders of Normal Units Income PRIDES and the Collateral Agent shall have such security interests, rights and obligations with respect to the Treasury Portfolio as the Holder of Normal Units Income PRIDES and the Collateral Agent had in respect of the Senior Notes, as the case may be, subject to the Pledge thereof as provided in Articles II, III, IV, V and VI of the Pledge Agreement, and any reference herein or in the Certificates to the Senior Note shall be deemed to be a reference to such Treasury Portfolio and any reference herein or in the Certificates to interest on the Senior Notes shall be deemed to be a reference to corresponding distributions on the Treasury Portfolio. The Company may cause to be made in any Normal Unit Income PRIDES Certificates thereafter to be issued such change in phraseology and form (but not in substance) as may be appropriate to reflect the substitution of the Treasury Portfolio for Senior Notes as collateral. The Company shall cause notice of any Tax Event Redemption to be mailed, at least 30 calendar days but not more than 60 calendar days before such Tax Event Redemption Date, to each Holder of Notes to be redeemed at its registered address. Upon the occurrence of a Tax Event Redemption after the successful remarketing of the Notes, the Redemption Price will be payable in cash to the holders of the Notes.

Tax Event Redemption. Upon the occurrence of If a Tax Event Redemption shall occur and be continuing, the Company may, at its option, redeem the Senior Notes in whole, but not in part, on any Interest Payment Date prior to the successful remarketing earlier of the date of a Successful Remarketing or the Purchase Contract Settlement Date, at a price per Senior Note equal to the Redemption Price, payable on the date of redemption (the "Tax Event Redemption Date") in accordance with the redemption procedures set forth in Section 3.02 below. If the Company so elects to redeem the Senior Notes, the Company may elect to instruct in writing shall appoint the Collateral Quotation Agent to apply, and upon such written instruction, assist the Collateral Agent shall apply, out of the aggregate Redemption Price for the Notes that are components of Normal Units, an amount equal to the aggregate Tax Event Redemption Principal Amount for the Notes that are components of Normal Units to purchase on behalf of the Holders of Normal Units Company in determining the Treasury Portfolio and promptly remit the remaining portion of such Redemption Price to the Agent for payment to the Holders of such Normal UnitsPurchase Price. The Treasury Portfolio will be substituted for the Pledged Notes, and will be pledged to the Collateral Agent in accordance with the terms of the Pledge Agreement to secure the obligation of each Holder of a Normal Unit to purchase the Common Stock under the Purchase Contract constituting a part of such Normal Unit. Following the occurrence of a Tax Event Redemption prior to a successful remarketing of the Notes, the Holders of Normal Units and the Collateral Agent shall have such security interests, rights and obligations with respect to the Treasury Portfolio as the Holder of Normal Units and the Collateral Agent had in respect of the Notes, as the case may be, subject to the Pledge thereof as provided in Articles II, III, IV, V and VI of the Pledge Agreement, and any reference herein or in the Certificates to the Note shall be deemed to be a reference to such Treasury Portfolio and any reference herein or in the Certificates to interest on the Notes shall be deemed to be a reference to corresponding distributions on the Treasury Portfolio. The Company may cause to be made in any Normal Unit Certificates thereafter to be issued such change in phraseology and form (but not in substance) as may be appropriate to reflect the substitution of the Treasury Portfolio for Notes as collateral. The Company shall cause notice Notice of any Tax Event Redemption will be mailed by the Company (with a copy to be mailed, the Trustee) at least 30 calendar days but not more than 60 calendar days before such the Tax Event Redemption Date to each registered Holder of the Senior Notes at its registered address. In addition, the Company shall notify the Collateral Agent in writing that a Tax Event has occurred and that the Company intends to redeem the Senior Notes on the Tax Event Redemption Date. Unless the Company defaults in the payment of the Redemption Price, on and after the Tax Event Redemption Date, (a) interest shall cease to each Holder accrue on the Senior Notes, (b) the Senior Notes shall become due and payable at the Redemption Price, and (c) the Senior Notes shall be void and all rights of the Holders in respect of the Senior Notes shall terminate and lapse (other than the right to be redeemed at its registered addressreceive the Redemption Price upon surrender of such Senior Notes but without interest on such Redemption Price). Upon Following the occurrence notice of a Tax Event Redemption after Redemption, neither the successful remarketing Company nor the Trustee shall be required to register the transfer of or exchange the Notes, the Redemption Price will Senior Notes to be payable in cash to the holders of the Notesredeemed.

Tax Event Redemption. Upon the occurrence of a Tax Event Redemption prior to the successful remarketing of the NotesSecond Purchase Contract Settlement Date, the Company may elect Redemption Price payable on the Tax Event Redemption Date with respect to instruct in writing the Applicable Principal Amount of Debt Securities shall be delivered to the Collateral Agent in exchange for the Pledged Debt Securities. Thereafter, pursuant to apply, and upon such written instructionthe terms of the Pledge Agreement, the Collateral Agent shall apply, out of the aggregate Redemption Price for the Notes that are components of Normal Units, will apply an amount equal to the aggregate Tax Event Redemption Principal Amount for the Notes that are components of Normal Units such Redemption Price to purchase on behalf of the Holders of Normal Units Income PRIDES the Treasury Portfolio and promptly remit the remaining portion of such Redemption Price to the Agent for payment to the Holders of such Normal UnitsIncome PRIDES. The Treasury Portfolio will be substituted for the outstanding Pledged NotesDebt Securities related to such Income PRIDES, and will be pledged to held by the Collateral Agent in accordance with the terms of the Pledge Agreement to secure the obligation of each Holder of a Normal Unit an Income PRIDES to purchase the Common Stock of the Company on the applicable Purchase Contract Settlement Date under the Purchase Contract constituting a part of such Normal UnitIncome PRIDES. Following the occurrence of a Tax Event Redemption prior to a successful remarketing of the NotesSecond Purchase Contract Settlement Date, the Holders of Normal Units Income PRIDES and the Collateral Agent shall have such security interests, rights and obligations with respect to the Treasury Portfolio as the Holder of Normal Units Income PRIDES and the Collateral Agent had in respect of the Notes, as the case may be, Debt Securities subject to the Pledge thereof as provided in Articles II, III, IV, V V, and VI of the Pledge Agreement, and any reference herein or in the Certificates to the Note Debt Securities shall be deemed to be a reference to such Treasury Portfolio and any reference herein or in the Certificates to interest on the Notes shall be deemed to be a reference to corresponding distributions on the Treasury Portfolio. The Company may cause to be made in any Normal Unit Income PRIDES Certificates thereafter to be issued such change in phraseology and form (but not in substance) as may be appropriate to reflect the liquidation of the Trust and the substitution of the Treasury Portfolio for Notes Debt Securities as collateral. The Company shall cause notice of any Tax Event Redemption to be mailed, at least 30 calendar days but not more than 60 calendar days before such Tax Event Redemption Date, to each Holder of Notes to be redeemed at its registered address. Upon the occurrence of a Tax Event Redemption after the successful remarketing of the Notes, the Redemption Price will be payable in cash to the holders of the Notes.

Tax Event Redemption. Upon the occurrence of a Tax Event Redemption prior to February 15, 2005 or, in the successful remarketing event of a Failed Initial Remarketing, prior to March 15, 2005, or in the event of a Failed Second Remarketing, prior to April 15, 2005 or in the event of a Failed Third Remarketing, prior to the Purchase Contract Settlement Date, pursuant to the terms of the Notes, the Company may elect to instruct in writing the Collateral Agent to apply, and upon such written instructionPledge Agreement, the Collateral Agent shall will apply, out of the aggregate Redemption Price for the Senior Notes that are components of Normal Corporate Units, an amount equal to the aggregate Tax Event Redemption Principal Amount for the Senior Notes that are components of Normal Corporate Units to purchase on behalf of the Holders of Normal Corporate Units the Treasury Portfolio and promptly remit the remaining portion of such Redemption Price to the Agent for payment to the Holders of such Normal Corporate Units, such payment to be made promptly to Holders of record on the Tax Event Redemption Date, each such Holder being entitled to receive a pro rata portion of such remaining portion, based on the number of Corporate Units held by such Person. The Treasury Portfolio will be substituted for the Pledged pledged Senior Notes, and will be pledged to held by the Collateral Agent in accordance with the terms of the Pledge Agreement to secure the obligation of each Holder of a Normal Corporate Unit to purchase the Common Stock of the Company under the Purchase Contract constituting a part of such Normal UnitCorporate Units. Following the occurrence of a Tax Event Redemption prior to February 15 , 2005 or, in the event of a successful remarketing Failed Initial Remarketing, prior to March 15, 2005, or in the event of a Failed Second Remarketing, prior to April 15, 2005 or in the Notesevent of a Failed Third Remarketing, prior to the Purchase Contract Settlement Date, the Holders of Normal Corporate Units and the Collateral Agent shall have such security interests, rights and obligations with respect to the Treasury Portfolio as the Holder of Normal Corporate Units and the Collateral Agent had in respect of the Senior Notes, as the case may be, subject to the Pledge thereof as provided in Articles II2, III3, IV4, V 5 and VI 6 of the Pledge Agreement, and any reference herein or in the Certificates to the Note Senior Notes shall be deemed to be a reference to such Treasury Portfolio and any reference herein or in the Certificates to interest on the Senior Notes shall be deemed to be a reference to corresponding distributions on the Treasury Portfolio. The Company may cause to be made in any Normal Unit Corporate Units Certificates thereafter to be issued such change in phraseology and form (but not in substance) as may be appropriate to reflect the substitution of the Treasury Portfolio for Senior Notes as collateral. The Company shall cause notice of any Tax Event Redemption to be mailed, at least 30 calendar days but not more than 60 calendar days before such Tax Event Redemption Date, to each Holder of Notes to be redeemed at its registered address. Upon the occurrence of a Tax Event Redemption after the successful remarketing of the Senior Notes, the Redemption Price will be payable in cash to the holders of the Senior Notes.

Tax Event Redemption. Upon the occurrence of a Tax Event Redemption prior to the successful remarketing of the Notes, the Company may elect to instruct in writing the Collateral Agent to apply, and upon such written instructionPurchase Contract Settlement Date, the Collateral Agent shall applywill, out upon the written instruction of the aggregate Company and the Purchase Contract Agent, deliver the Applicable Principal Amount of Pledged Debentures to the Indenture Trustee for payment of the Redemption Price. The Collateral Agent shall, or in the event the Pledged Debentures are registered in the name of the Purchase Contract Agent, the Purchase Contract Agent shall, direct the Indenture Trustee to pay the Redemption Price for therefor payable on the Notes that are components Tax Event Redemption Date on or prior to 12:30 p.m., New York City time, such Redemption Price to be paid by check or wire transfer in immediately available funds at such place and to such account as may be designated by the Collateral Agent. In the event the Collateral Agent receives such Redemption Price, the Collateral Agent will, at the written direction of Normal Unitsthe Company, apply an amount equal to the aggregate Tax Event Redemption Principal Amount for the Notes that are components of Normal Units such Redemption Price to purchase on behalf of from the Holders of Normal Units Quotation Agent, the Treasury Portfolio and promptly remit the remaining portion of such Redemption Price to the Purchase Contract Agent for payment to the Holders of such Normal UnitsType A Securities. The Collateral Agent shall Transfer the Treasury Portfolio will be substituted for the Pledged Notes, and will be pledged to the Collateral Agent Account in accordance with the terms of the Pledge Agreement manner specified herein for Pledged Debentures to secure the obligation of each Holder all Holders of a Normal Unit Type A Securities to purchase the Common Stock of the Company under the Purchase Contract Contracts constituting a part of such Normal UnitType A Securities, in substitution for the Pledged Debentures. Following the occurrence of a Tax Event Redemption prior to a successful remarketing of the Notes, the Holders of Normal Units and Thereafter the Collateral Agent shall have such security interests, rights and obligations with respect to the Treasury Portfolio as the Holder of Normal Units and the Collateral Agent it had in respect of the NotesPledged Debentures, as the case may be, subject to the Pledge thereof as provided in Articles II, III, IV, V and VI of the Pledge AgreementVI, and any reference herein or in the Certificates to the Note Pledged Debentures shall be deemed to be a reference to such Treasury Portfolio and any reference herein or in the Certificates to interest on the Notes shall be deemed to be a reference to corresponding distributions on the Treasury Portfolio. The Company may cause to be made in any Normal Unit Certificates thereafter to be issued such change in phraseology and form (but not in substance) as may be appropriate to reflect the substitution of the Treasury Portfolio for Notes as collateral. The Company shall cause notice of any Tax Event Redemption to be mailed, at least 30 calendar days but not more than 60 calendar days before such Tax Event Redemption Date, to each Holder of Notes to be redeemed at its registered address. Upon the occurrence of a Tax Event Redemption after the successful remarketing of the Notes, the Redemption Price will be payable in cash to the holders of the Notes.

Tax Event Redemption. Upon the occurrence of a Tax Event Redemption prior to August 17, 2004 or any earlier Successful Remarketing, pursuant to the successful remarketing terms of the Notes, the Company may elect to instruct in writing the Collateral Agent to apply, and upon such written instructionPledge Agreement, the Collateral Agent shall will apply, out of the aggregate Redemption Price for the Notes that are components of Normal Corporate Units, an amount equal to the aggregate Tax Event Redemption Principal Amount for the Notes that are components of Normal Corporate Units to purchase on behalf of the Holders of Normal Corporate Units the Treasury Portfolio and promptly remit the remaining portion of such Redemption Price to the Agent for payment to the Holders of such Normal Corporate Units. The Treasury Portfolio will be substituted for the Pledged pledged Notes, and will be pledged to held by the Collateral Agent in accordance with the terms of the Pledge Agreement to secure the obligation of each Holder of a Normal Corporate Unit to purchase the PCS Common Stock of the Company under the Purchase Contract constituting a part of such Normal UnitCorporate Units. Following the occurrence of a Tax Event Redemption prior to a successful remarketing of the NotesAugust 17, 2004 or any earlier Successful Remarketing, the Holders of Normal Corporate Units and the Collateral Agent shall have such security interests, rights and obligations with respect to the Treasury Portfolio as the Holder of Normal Corporate Units and the Collateral Agent had in respect of the Notes, as the case may be, subject to the Pledge thereof as provided in Articles II, III, IV, V and VI of the Pledge Agreement, and any reference herein or in the Certificates to the Note shall be deemed to be a reference to such Treasury Portfolio and any reference herein or in the Certificates to interest on the Notes shall be deemed to be a reference to corresponding distributions on the Treasury Portfolio. The Company may cause to be made in any Normal Unit Corporate Units Certificates thereafter to be issued such change in phraseology and form (but not in substance) as may be appropriate to reflect the substitution of the Treasury Portfolio for Notes as collateral. The Company shall cause notice of any Tax Event Redemption to be mailed, at least 30 calendar days but not more than 60 calendar days before such Tax Event Redemption Date, to each Holder of Notes to be redeemed at its registered address. Upon the occurrence of a Tax Event Redemption after the successful remarketing of the Notes, the Redemption Price will be payable in cash to the holders of the Notes.

Tax Event Redemption. Upon (a) The Company shall deposit in the Collateral Account in exchange for the Pledged Notes upon the occurrence of a Tax Event Redemption prior to the successful remarketing earlier of (A) the Notes, date of a Successful Remarketing and (B) the Company may elect to instruct in writing the Collateral Agent to apply, and upon such written instruction, the Collateral Agent shall apply, out of the aggregate Redemption Price for the Notes that are components of Normal UnitsPurchase Contract Settlement Date, an amount equal to the aggregate Redemption Amount, plus any accrued and unpaid interest, payable on the Tax Event Redemption Principal Amount for Date with respect to the principal amount of Notes that are components of Normal Units Corporate MEDS. Thereafter, pursuant to the terms of the Pledge Agreement, the Collateral Agent shall cause the Securities Intermediary to apply an amount equal to the Redemption Amount of such funds to purchase on behalf of the Holders of Normal Units Corporate MEDS the Treasury Portfolio and promptly remit the remaining portion of such Redemption Price funds to the Purchase Contract Agent for payment to the Holders of such Normal Units. The Corporate MEDS. (b) Upon the occurrence of a Tax Event Redemption, the Applicable Ownership Interests (as specified in clause (i) of the definition of such term) of the Treasury Portfolio will be substituted as Collateral for the Pledged Notes, Notes and will be pledged to held by the Collateral Agent in accordance with the terms of the Pledge Agreement to secure the obligation of each Holder of a Normal Unit Corporate MEDS to purchase the Common Stock of the Company under the Purchase Contract constituting a part of such Normal UnitCorporate MEDS. Following the occurrence of a Tax Event Redemption prior to a successful remarketing the earlier of the Notesdate of a Successful Remarketing or the Purchase Contract Settlement Date, the Holders of Normal Units Corporate MEDS and the Collateral Agent shall have such security interests, interest rights and obligations with respect to the Applicable Ownership Interests (as specified in clause (i) of the definition of such term) of the Treasury Portfolio as the Holder Holders of Normal Units Corporate MEDS and the Collateral Agent had in respect of the Notes, as the case may be, subject to the Pledge thereof as provided in Articles II, III, IV, V and VI of the Pledge Agreement, and any reference herein or in the Certificates to the Note shall be deemed to be a reference to such Treasury Portfolio and any reference herein or in the Certificates to interest on the Notes shall be deemed to be a reference to corresponding distributions on such Applicable Ownership Interests (as specified in clause (i) of the definition of such term) of the Treasury Portfolio. The Company may cause to be made in any Normal Unit Corporate MEDS Certificates thereafter to be issued such change in phraseology and form (but not in substance) as may be appropriate to reflect the substitution of the Applicable Ownership Interests (as specified in clause (i) of the definition of such term) of the Treasury Portfolio for Notes as collateral. The Company shall cause notice of any Tax Event Redemption to be mailed, at least 30 calendar days but not more than 60 calendar days before such Tax Event Redemption Date, to each Holder of Notes to be redeemed at its registered address. Upon the occurrence of a Tax Event Redemption after the successful remarketing of the Notes, the Redemption Price will be payable in cash to the holders of the NotesCollateral.

Tax Event Redemption. Upon the occurrence of a Tax Event Redemption prior to November 17, 2004 or in the successful remarketing event of a Failed Initial Remarketing, prior to the Purchase Contract Settlement Date, pursuant to the terms of the Notes, the Company may elect to instruct in writing the Collateral Agent to apply, and upon such written instructionPledge Agreement, the Collateral Agent shall will apply, out of the aggregate Redemption Price for the Notes that are components of Normal UnitsIncome PRIDES, an amount equal to the aggregate Tax Event Redemption Principal Amount for the Notes that are components of Normal Units Income PRIDES to purchase on behalf of the Holders of Normal Units Income PRIDES the Treasury Portfolio and promptly remit the remaining portion of such Redemption Price to the Agent for payment to the Holders of such Normal UnitsIncome PRIDES. The Treasury Portfolio will be substituted for the Pledged pledged Notes, and will be pledged to held by the Collateral Agent in accordance with the terms of the Pledge Agreement to secure the obligation of each Holder of a Normal Unit an Income PRIDES to purchase the Common Stock of the Company under the Purchase Contract constituting a part of such Normal UnitIncome PRIDES. Following the occurrence of a Tax Event Redemption prior to November 17, 2004, or, in the event of a successful remarketing of Failed Initial Remarketing, prior to the NotesPurchase Contract Settlement Date, the Holders of Normal Units Income PRIDES and the Collateral Agent shall have such security interests, rights and obligations with respect to the Treasury Portfolio as the Holder of Normal Units Income PRIDES and the Collateral Agent had in respect of the Notes, as the case may be, subject to the Pledge thereof as provided in Articles IISections 2, III3, IV4, V 5 and VI 6 of the Pledge Agreement, and any reference herein or in the Certificates to the Note shall be deemed to be a reference to such Treasury Portfolio and any reference herein or in the Certificates to interest on the Notes shall be deemed to be a reference to corresponding distributions on the Treasury Portfolio. The Company may cause to be made in any Normal Unit Income PRIDES Certificates thereafter to be issued such change in phraseology and form (but not in substance) as may be appropriate to reflect the substitution of the Treasury Portfolio for Notes as collateral. The Company shall cause notice of any Tax Event Redemption to be mailed, at least 30 calendar days but not more than 60 calendar days before such Tax Event Redemption Date, to each Holder of Notes to be redeemed at its registered address. Upon the occurrence of a Tax Event Redemption after the successful remarketing of the Notes, the Redemption Price will be payable in cash to the holders of the Notes.

Tax Event Redemption. Upon the occurrence of a Tax Event Redemption prior to [ ] , 2004, or in the successful remarketing event of a Failed Initial Remarketing, prior to the Purchase Contract Settlement Date, pursuant to the terms of the Notes, the Company may elect to instruct in writing the Collateral Agent to apply, and upon such written instructionPledge Agreement, the Collateral Agent shall will apply, out of the aggregate Redemption Price for the Senior Notes that are components of Normal Corporate Units, an amount equal to the aggregate Tax Event Redemption Principal Amount for the Senior Notes that are components of Normal Corporate Units to purchase on behalf of the Holders of Normal Corporate Units the Treasury Portfolio and promptly remit the remaining portion of such Redemption Price to the Agent for payment to the Holders of such Normal Corporate Units, such payment to be made promptly to Holders of record on the redemption date, each such Holder being entitled to receive a pro rata portion of such remaining portion, based on the number of Corporate Units held by such Person. The Treasury Portfolio will be substituted for the Pledged pledged Senior Notes, and will be pledged to held by the Collateral Agent in accordance with the terms of the Pledge Agreement to secure the obligation of each Holder of a Normal Corporate Unit to purchase the Common Stock of the Company under the Purchase Contract constituting a part of such Normal UnitCorporate Units. Following the occurrence of a Tax Event Redemption prior to [ ] , 2004, or, in the event of a successful remarketing of Failed Initial Remarketing, prior to the NotesPurchase Contract Settlement Date, the Holders of Normal Corporate Units and the Collateral Agent shall have such security interests, rights and obligations with respect to the Treasury Portfolio as the Holder of Normal Corporate Units and the Collateral Agent had in respect of the Senior Notes, as the case may be, subject to the Pledge thereof as provided in Articles II2, III3, IV4, V 5 and VI 6 of the Pledge Agreement, and any reference herein or in the Certificates to the Note Senior Notes shall be deemed to be a reference to such Treasury Portfolio and any reference herein or in the Certificates to interest on the Senior Notes shall be deemed to be a reference to corresponding distributions on the Treasury Portfolio. The Company may cause to be made in any Normal Unit Corporate Units Certificates thereafter to be issued such change in phraseology and form (but not in substance) as may be appropriate to reflect the substitution of the Treasury Portfolio for Senior Notes as collateral. The Company shall cause notice of any Tax Event Redemption to be mailed, at least 30 calendar days but not more than 60 calendar days before such Tax Event Redemption Date, to each Holder of Notes to be redeemed at its registered address. Upon the occurrence of a Tax Event Redemption after the successful remarketing of the Notes, the Redemption Price will be payable in cash to the holders of the Notes.

Tax Event Redemption. Upon the occurrence of a Tax Event Redemption prior to the successful remarketing Initial Remarketing Date, or in the event that there has not been a Successful Initial Remarketing or a Successful Subsequent Remarketing, prior to the Purchase Contract Settlement Date, pursuant to the terms of the Notes, the Company may elect to instruct in writing the Collateral Agent to apply, and upon such written instructionPledge Agreement, the Collateral Agent shall will apply, out of the aggregate Redemption Price for the Senior Notes that are components part of Normal Corporate Units, an amount equal to the aggregate Tax Event Redemption Principal Amount for the Senior Notes that are components part of Normal Corporate Units to purchase on behalf of the Holders of Normal Corporate Units the Redemption Treasury Portfolio and promptly remit the remaining portion portion, if any, of such Redemption Price to the Purchase Contract Agent for payment to the Holders of such Normal Corporate Units. The Redemption Treasury Portfolio will be substituted for the Pledged Senior Notes, and will be pledged to held by the Collateral Agent in accordance with the terms of the Pledge Agreement to secure the obligation of each Holder of a Normal Corporate Unit to purchase the Common Stock of the Company under the Purchase Contract constituting a part of such Normal Corporate Unit. Following the occurrence of a Tax Event Redemption prior to the Initial Remarketing Date, or in the event that there has not been a successful remarketing of Successful Initial Remarketing or a Successful Subsequent Remarketing, prior to the NotesPurchase Contract Settlement Date, the Holders of Normal the Corporate Units and the Collateral Agent shall have such security interests, rights and obligations with respect to the Redemption Treasury Portfolio as the Holder of Normal Units Holders and the Collateral Agent Agent, respectively, had in with respect of to the Senior Notes, as the case may be, subject to the Pledge thereof as provided in Articles II, III, IV, V and VI of the Pledge Agreement, and any reference herein or in the Certificates to the Senior Note shall be deemed to be a reference to such Redemption Treasury Portfolio and any reference herein or in the Certificates to interest on the Senior Notes shall be deemed to be a reference to corresponding distributions on the Redemption Treasury Portfolio. The Company may cause to be made in any Normal Unit Certificates Corporate Units Certificate thereafter to be issued such change in phraseology and form (but not in substance) as may be appropriate to reflect the substitution of the Redemption Treasury Portfolio for Senior Notes as collateral. The Company shall cause notice of any Tax Event Redemption to be mailed, at least 30 calendar days but not more than 60 calendar days before such Tax Event Redemption Date, to each Holder of Notes to be redeemed at its registered address. Upon the occurrence of a Tax Event Redemption after the successful remarketing of the NotesPurchase Contract Settlement Date, the Redemption Price will be payable in cash to the holders of the Senior Notes.

Tax Event Redemption. Upon the occurrence of a Tax Event Redemption prior to before the successful remarketing of the NotesPurchase Contract Settlement Date, the Company may elect shall provide notice thereof to instruct in writing the Collateral Agent and direct the Collateral Agent, upon receipt of the aggregate Redemption Price payable on the Tax Event Redemption Date with respect to applythe Pledged Senior Notes, which shall be delivered to the Collateral Agent by the Indenture Trustee on or before 12:00 p.m. (New York City time) by wire transfer in immediately available funds at such place and upon at such written instructionaccount as may be designated by the Collateral Agent, to deliver the Pledged Senior Notes to the Indenture Trustee. Notwithstanding anything herein to the contrary, the Collateral Agent shall applynot be deemed to have knowledge of a Tax Event Redemption unless it has received written notice thereof. In the event the Collateral Agent receives such Redemption Price, the Collateral Agent will, at the written direction of the Company, apply an amount, out of the aggregate such Redemption Price for the Notes that are components of Normal UnitsPrice, an amount equal to the aggregate Tax Event Redemption Principal Amount for with respect to the Pledged Senior Notes that are components of Normal Units to purchase on behalf of from the Holders of Normal Units Quotation Agent, the Redemption Treasury Portfolio and promptly remit the remaining portion of such Redemption Price to the Purchase Contract Agent for payment to the Holders of such Normal Corporate Units. The Collateral Agent shall Transfer the Redemption Treasury Portfolio will be substituted for the Pledged Notes, and will be pledged Interest to the Collateral Agent in accordance with the terms of the Pledge Agreement Account to secure the obligation of each Holder all Holders of a Normal Unit Corporate Units to purchase the Common Stock of the Company under the Purchase Contract Contracts constituting a part of such Normal UnitCorporate Units, in substitution for the Pledged Senior Notes. Following the occurrence of a Tax Event Redemption prior to a successful remarketing of the Notes, the Holders of Normal Units and Thereafter the Collateral Agent shall have such security interests, rights and obligations with respect to the Redemption Treasury Portfolio Interests as the Holder of Normal Units and the Collateral Agent it had in respect of the Notes, as the case may be, subject to the Pledge thereof Pledged Senior Notes as provided in Articles II, III, IV, V and VI of the Pledge this Agreement, and any reference herein or in the Certificates to the Note Senior Notes shall be deemed to be a reference to such Redemption Treasury Portfolio Interests, and any reference herein or in the Certificates to interest on the Senior Notes shall be deemed to be a reference to corresponding distributions on the Treasury Portfolio. The Company may cause to be made in any Normal Unit Certificates thereafter to be issued such change in phraseology and form (but not in substance) as may be appropriate to reflect the substitution of the Treasury Portfolio for Notes as collateral. The Company shall cause notice of any Tax Event Redemption to be mailed, at least 30 calendar days but not more than 60 calendar days before such Tax Event Redemption Date, to each Holder of Notes to be redeemed at its registered address. Upon the occurrence of a Tax Event Redemption after the successful remarketing of the Notes, the Redemption Price will be payable in cash to the holders of the NotesInterest.

Tax Event Redemption. (a) Upon the occurrence of a Tax Event Redemption Date (1) prior to February 17, 2005, (2) in the event of a Failed Initial Remarketing, prior to April 17, 2005, or (3) in the event of a Failed Secondary Remarketing, prior to the successful remarketing of the Notes, the Company may elect to instruct in writing the Collateral Agent to apply, and upon such written instruction, the Collateral Agent shall apply, out of the aggregate Redemption Price for the Notes that are components of Normal UnitsPurchase Contract Settlement Date, an amount equal to the aggregate Redemption Amount, plus any accrued and unpaid interest, payable on the Tax Event Redemption Principal Amount for Date with respect to the principal amount of Notes that are components of Normal Income Equity Units shall be deposited in the Collateral Account in exchange for the Pledged Notes. Thereafter, pursuant to the terms of the Pledge Agreement, the Collateral Agent shall cause the Securities Intermediary to apply an amount equal to the Redemption Amount of such funds to purchase on behalf of the Holders of Normal Income Equity Units the Treasury Portfolio and promptly remit the remaining portion of such Redemption Price funds to the Purchase Contract Agent for payment to the Holders of such Normal Income Equity Units. The . (b) Upon the occurrence of a Tax Event Redemption Date, the Applicable Ownership Interest (as specified in clause (A) of the definition of such term) of the Treasury Portfolio will be substituted as Collateral for the Pledged Notes, Notes and will be pledged to held by the Collateral Agent in accordance with the terms of the Pledge Agreement to secure the obligation of each Holder of a Normal an Income Equity Unit to purchase the Common Stock of the Company under the Purchase Contract constituting a part of such Normal Income Equity Unit. Following the occurrence of a Tax Event Redemption Date prior to a successful remarketing of the NotesPurchase Contract Settlement Date, the Holders of Normal Income Equity Units and the Collateral Agent shall have such security interests, interest rights and obligations with respect to the Applicable Ownership Interest (as specified in clause (A) of the definition of such term) of the Treasury Portfolio as the Holder Holders of Normal Income Equity Units and the Collateral Agent had in respect of the Notes, as the case may be, subject to the Pledge thereof as provided in Articles II, III, IV, V and VI of the Pledge Agreement, and any reference herein or in the Certificates to the Note shall be deemed to be a reference to such Treasury Portfolio and any reference herein or in the Certificates to interest on the Notes shall be deemed to be a reference to corresponding distributions on such Applicable Ownership Interests (as specified in clause (A) of the definition of such term) of the Treasury Portfolio. The Company may cause to be made in any Normal Unit Income Equity Units Certificates thereafter to be issued such change in phraseology and form (but not in substance) as may be appropriate to reflect the substitution of the Applicable Ownership Interest (as specified in clause (A) of the definition of such term) of the Treasury Portfolio for Notes as collateral. The Company shall cause notice of any Tax Event Redemption to be mailed, at least 30 calendar days but not more than 60 calendar days before such Tax Event Redemption Date, to each Holder of Notes to be redeemed at its registered address. Upon the occurrence of a Tax Event Redemption after the successful remarketing of the Notes, the Redemption Price will be payable in cash to the holders of the NotesCollateral.

Tax Event Redemption. Upon the occurrence of a Tax -------------------- Event Redemption prior to the successful remarketing of the NotesPurchase Contract Settlement Date, the Company may elect aggregate Redemption Price payable on the Tax Event Redemption Date with respect to instruct in writing the Pledged Senior Notes shall be delivered to the Collateral Agent by the Senior Note Trustee on or prior to apply12:00 p.m., New York City time, by check or wire transfer in immediately available funds at such place and upon at such written instructionaccount as may be designated by the Collateral Agent in exchange for the Pledged Senior Notes. In the event the Collateral Agent receives such Redemption Price, the Collateral Agent shall applywill, at the written direction of the Company, apply an amount, out of the aggregate such Redemption Price for the Notes that are components of Normal UnitsPrice, an amount equal to the aggregate Tax Event Redemption Principal Amount for with respect to the Pledged Senior Notes that are components of Normal Units to purchase on behalf of from the Holders of Normal Units Quotation Agent the Treasury Portfolio and promptly remit the remaining portion of such Redemption Price to the Purchase Contract Agent for payment to the Holders of such Normal Corporate Units. The Collateral Agent shall Transfer the Treasury Portfolio will be substituted for the Pledged Notes, and will be pledged to the Collateral Agent in accordance with the terms of the Pledge Agreement Account to secure the obligation of each Holder all Holders of a Normal Unit Corporate Units to purchase the Common Stock of the Company under the Purchase Contract Contracts constituting a part of such Normal UnitCorporate Units, in substitution for the Pledged Senior Notes. Following the occurrence of a Tax Event Redemption prior to a successful remarketing of the Notes, the Holders of Normal Units and Thereafter the Collateral Agent shall have such security interests, rights and obligations with respect to the Treasury Portfolio as the Holder of Normal Units and the Collateral Agent it had in respect of the Notes, as the case may be, subject to the Pledge thereof Pledged Senior Notes as provided in Articles II2, III3, IV4, V 5 and VI of the Pledge Agreement6, and any reference herein or in the Certificates to the Note Senior Notes shall be deemed to be a reference to such Treasury Portfolio Portfolio, and any reference herein or in the Certificates to interest on the Senior Notes shall be deemed to be a reference to corresponding distributions on the such Treasury Portfolio. The Company may cause to be made in any Normal Unit Certificates thereafter to be issued such change in phraseology and form (but not in substance) as may be appropriate to reflect the substitution of the Treasury Portfolio for Notes as collateral. The Company shall cause notice of any Tax Event Redemption to be mailed, at least 30 calendar days but not more than 60 calendar days before such Tax Event Redemption Date, to each Holder of Notes to be redeemed at its registered address. Upon the occurrence of a Tax Event Redemption after the successful remarketing of the Notes, the Redemption Price will be payable in cash to the holders of the Notes.

Tax Event Redemption. Upon the occurrence of a Tax Event Redemption prior to before the successful remarketing Initial Remarketing Date, or in the event that there has not been a Successful Initial Remarketing or a Successful Subsequent Remarketing, before the Purchase Contract Settlement Date, under the terms of the Notes, the Company may elect to instruct in writing the Collateral Agent to apply, and upon such written instructionPledge Agreement, the Collateral Agent shall will apply, out of the aggregate Redemption Price for the Senior Notes that are components part of Normal Corporate Units, an amount equal to the aggregate Tax Event Redemption Principal Amount for the Senior Notes that are components part of Normal Corporate Units to purchase on behalf of the Holders of Normal Corporate Units the Redemption Treasury Portfolio and promptly remit the remaining portion portion, if any, of such Redemption Price to the Purchase Contract Agent for payment to the Holders of such Normal Corporate Units. The Redemption Treasury Portfolio will be substituted for the Pledged Senior Notes, and will be pledged to held by the Collateral Agent in accordance with the terms of the Pledge Agreement to secure the obligation of each Holder of a Normal Corporate Unit to purchase the Common Stock of the Company under the Purchase Contract constituting a part of such Normal Corporate Unit. Following the occurrence of a Tax Event Redemption prior to before the Initial Remarketing Date, or in the event that there has not been a successful remarketing of Successful Initial Remarketing or a Successful Subsequent Remarketing, before the NotesPurchase Contract Settlement Date, the Holders of Normal the Corporate Units and the Collateral Agent shall have such security interests, rights and obligations with respect to the Redemption Treasury Portfolio as the Holder of Normal Units Holders and the Collateral Agent Agent, respectively, had in with respect of to the Senior Notes, as the case may be, subject to the Pledge thereof as provided in Articles II, III, IV, V and VI of the Pledge Agreement, and any reference herein or in the Certificates to the Senior Note shall be deemed to be a reference to such Redemption Treasury Portfolio and any reference herein or in the Certificates to interest on the Senior Notes shall be deemed to be a reference to corresponding distributions on the Redemption Treasury Portfolio. The Company may cause to be made in any Normal Unit Certificates Corporate Units Certificate thereafter to be issued such change in phraseology and form (but not in substance) as may be appropriate to reflect the substitution of the Redemption Treasury Portfolio for Senior Notes as collateral. The Company shall cause notice of any Tax Event Redemption to be mailed, at least 30 calendar days but not more than 60 calendar days before such Tax Event Redemption Date, to each Holder of Notes to be redeemed at its registered address. Upon the occurrence of a Tax Event Redemption after the successful remarketing of the NotesPurchase Contract Settlement Date, the Redemption Price will be payable in cash to the holders of the Senior Notes.

Tax Event Redemption. Upon the occurrence of a Tax Event Redemption prior to the successful remarketing of the Notes, the Company may elect to instruct in writing the Collateral Agent to apply, and upon such written instruction, the Collateral Agent shall apply, out of the aggregate Redemption Price for the Notes that are components of Normal Units, an amount equal to the aggregate Tax Event Redemption Principal Amount for the Notes that are components of Normal Units to purchase on behalf of the Holders of Normal Units the Treasury Portfolio and promptly remit the remaining portion of such Redemption Price to the Agent for payment to the Holders of such Normal Units. The Treasury Portfolio will be substituted for the Pledged Notes, and will be pledged to the Collateral Agent in accordance with the terms of the Pledge Agreement to secure the obligation of each Holder of a Normal Unit to purchase the Common Stock under the Purchase Contract constituting a part of such Normal Unit. Following the occurrence of a Tax Event Redemption prior to a successful remarketing of the Notes, the Holders of Normal Units and the Collateral Agent shall have such security interests, rights and obligations with respect to the Treasury Portfolio as the Holder of Normal Units and the Collateral Agent had in respect of the Notes, as the case may be, subject to the Pledge thereof as provided in Articles II, III, IV, V and VI of the Pledge Agreement, and any reference herein or in the Certificates to the Note shall be deemed to be a reference to such Treasury Portfolio and any reference herein or in the Certificates to interest on the Notes shall be deemed to be a reference to corresponding distributions on the Treasury Portfolio. The Company may cause to be made in any Normal Unit Certificates 30 thereafter to be issued such change in phraseology and form (but not in substance) as may be appropriate to reflect the substitution of the Treasury Portfolio for Notes as collateral. The Company shall cause notice of any Tax Event Redemption to be mailed, at least 30 calendar days but not more than 60 calendar days before such Tax Event Redemption Date, to each Holder of Notes to be redeemed at its registered address. Upon the occurrence of a Tax Event Redemption after the successful remarketing of the Notes, the Redemption Price will be payable in cash to the holders of the Notes.

Tax Event Redemption. Upon the occurrence of a Tax Event Redemption prior to the successful remarketing of the NotesPurchase Contract Settlement Date, the Company may elect Redemption Price payable on the Tax Event Redemption Date with respect to instruct in writing the Applicable Principal Amount of Debt Securities shall be delivered to the Collateral Agent in exchange for the Pledged Debt Securities. Thereafter, pursuant to apply, and upon such written instructionthe terms of the Pledge Agreement, the Collateral Agent shall apply, out of the aggregate Redemption Price for the Notes that are components of Normal Units, will apply an amount equal to the aggregate Tax Event Redemption Principal Amount for the Notes that are components of Normal Units such Redemption Price to purchase on behalf of the Holders of Normal Units Type A Securities the Treasury Portfolio and promptly remit the remaining portion of such Redemption Price to the Agent for payment to the Holders of such Normal UnitsType A Securities. The Treasury Portfolio will be substituted for the Pledged NotesDebt Securities, and will be pledged to held by the Collateral Agent in accordance with the terms of the Pledge Agreement to secure the obligation of each Holder of a Normal Unit Type A Security to purchase the Common Stock Shares of the Company under the Purchase Contract constituting a part of such Normal UnitType A Security. Following the occurrence of a Tax Event Redemption prior to a successful remarketing of the NotesPurchase Contract Settlement Date, the Holders of Normal Units Type A Securities and the Collateral Agent shall have such security interests, rights and obligations with respect to the Treasury Portfolio as the Holder of Normal Units Type A Securities and the Collateral Agent had in respect of the Notes, as the case may be, Debt Security subject to the Pledge thereof as provided in Articles II, III, IV, V V, and VI of the Pledge Agreement, and any reference herein or in the Certificates to the Note Debt Securities shall be deemed to be a reference to such Treasury Portfolio and any reference herein or in the Certificates to interest on the Notes shall be deemed to be a reference to corresponding distributions on the Treasury Portfolio. The Company may cause to be made in any Normal Unit Type A Certificates thereafter to be issued such change in phraseology and form (but not in substance) as may be appropriate to reflect the liquidation of the Trust and the substitution of the Treasury Portfolio for Notes Debt Securities as collateral. The Company shall cause notice of any Tax Event Redemption to be mailed, at least 30 calendar days but not more than 60 calendar days before such Tax Event Redemption Date, to each Holder of Notes to be redeemed at its registered address. Upon the occurrence of a Tax Event Redemption after the successful remarketing of the Notes, the Redemption Price will be payable in cash to the holders of the Notes.

Tax Event Redemption. Upon the occurrence of a Tax Event Redemption prior to May 17, 2004, or if the successful remarketing of Initial Remarketing is unsuccessful, prior to the NotesPurchase Contract Settlement Date, the Company may elect aggregate Redemption Price payable on the Tax Event Redemption Date with respect to instruct in writing the Pledged Notes shall be delivered to the Collateral Agent by the Note Trustee on or prior to apply12:00 p.m., New York City time, by check or wire transfer in immediately available funds at such place and upon at such written instructionaccount as may be designated by the Collateral Agent in exchange for the Pledged Notes. In the event the Collateral Agent receives such Redemption Price, the Collateral Agent shall applywill, at the written direction of the Company, apply an amount, out of the aggregate such Redemption Price for the Notes that are components of Normal UnitsPrice, an amount equal to the aggregate Tax Event Redemption Principal Amount for with respect to the Pledged Notes that are components of Normal Units to purchase on behalf of from the Holders of Normal Units Quotation Agent the Treasury Portfolio and promptly remit the remaining portion of such Redemption Price to the Purchase Contract Agent for payment to the Holders of such Normal Corporate Units. The Collateral Agent shall Transfer the Treasury Portfolio will be substituted for the Pledged Notes, and will be pledged to the Collateral Agent in accordance with the terms of the Pledge Agreement Account to secure the obligation of each Holder all Holders of a Normal Unit Corporate Units to purchase the Common Stock of the Company under the Purchase Contract Contracts constituting a part of such Normal UnitCorporate Units, in substitution for the Pledged Notes. Following the occurrence of a Tax Event Redemption prior to a successful remarketing of the Notes, the Holders of Normal Units and Thereafter the Collateral Agent shall have such security interests, rights and obligations with respect to the Treasury Portfolio as the Holder of Normal Units and the Collateral Agent it had in respect of the Notes, as the case may be, subject to the Pledge thereof Pledged Notes as provided in Articles II, III, IV, V and VI of the Pledge AgreementVI, and any reference herein or in the Certificates to the Note Notes shall be deemed to be a reference to such Treasury Portfolio Portfolio, and any reference herein or in the Certificates to interest on the Notes shall be deemed to be a reference to corresponding distributions on the such Treasury Portfolio. The Company may cause to be made in any Normal Unit Certificates thereafter to be issued such change in phraseology and form (but not in substance) as may be appropriate to reflect the substitution of the Treasury Portfolio for Notes as collateral. The Company shall cause notice of any Tax Event Redemption to be mailed, at least 30 calendar days but not more than 60 calendar days before such Tax Event Redemption Date, to each Holder of Notes to be redeemed at its registered address. Upon the occurrence of a Tax Event Redemption after the successful remarketing of the Notes, the Redemption Price will be payable in cash to the holders of the Notes.

Tax Event Redemption. Upon the occurrence of a Tax Event Redemption prior to May 16, 2005, or, in the successful remarketing event of a Failed Initial Remarketing but a Successful Secondary Remarketing prior to July 1, 2005 or, in the event of a Failed Secondary Remarketing, prior to the Purchase Contract Settlement Date, pursuant to the terms of the Notes, the Company may elect to instruct in writing the Collateral Agent to apply, and upon such written instructionPledge Agreement, the Collateral Agent shall apply, out of the aggregate Redemption Price for the Notes that are components of Normal Units, will apply an amount equal to the aggregate Tax Event Redemption Principal Amount for the Notes that are components of Normal Units Corporate Units, plus accrued and unpaid interest on such Notes with respect to any Interest Payment Date on or prior to the date of redemption, to purchase on behalf of the Holders of Normal Corporate Units the Treasury Portfolio and promptly remit the remaining portion of such Redemption Price Amount to the Agent for payment to the Holders of such Normal Corporate Units. The Treasury Portfolio will be substituted for the Pledged pledged Notes, and will be pledged to held by the Collateral Agent in accordance with the terms of the Pledge Agreement to secure the obligation of each Holder of a Normal Corporate Unit to purchase the Common Stock of the Company under the Purchase Contract constituting a part of such Normal UnitCorporate Units. Following the occurrence of a Tax Event Redemption prior to May 16, 2005 or, in the event of a successful remarketing Failed Initial Remarketing but a Successful Secondary Remarketing, prior to July 1, 2005 or, in the event of a Failed Secondary Remarketing, prior to the NotesPurchase Contract Settlement Date, the Holders of Normal Corporate Units and the Collateral Agent shall have such security interests, rights and obligations with respect to the Treasury Portfolio as the Holder Holders of Normal Corporate Units and the Collateral Agent had in respect of the Notes, as the case may be, subject to the Pledge thereof as provided in Articles IISections 2, III3, IV4, V 5 and VI 6 of the Pledge Agreement, and any reference herein or in the Certificates to the Note shall be deemed to be a reference to such Treasury Portfolio and any reference herein or in the Certificates to interest on the Notes shall be deemed to be a reference to corresponding distributions on the Treasury Portfolio. The Company may cause to be made in any Normal Corporate Unit Certificates thereafter to be issued such change in phraseology and form (but not in substance) as may be appropriate to reflect the substitution of the Treasury Portfolio for Notes as collateral. The Company shall cause notice of any Tax Event Redemption to be mailed, at least 30 calendar days but not more than 60 calendar days before such Tax Event Redemption Date, to each Holder of Notes to be redeemed at its registered address. Upon the occurrence of a Tax Event Redemption after the successful remarketing of the Notes, the Redemption Price will be payable in cash to the holders of the Notes.

Tax Event Redemption. Upon the occurrence of a Tax Event Redemption prior to the successful remarketing of the NotesNotes pursuant to the provisions of Section 5.4, the Company may elect to instruct in writing the Collateral Agent to apply, and upon such written instruction, the Collateral Agent shall apply, out of the aggregate Redemption Price for the Notes that are components of Normal Units, an amount equal to the aggregate Tax Event Redemption Principal Amount for the Notes that are components of Normal Units to purchase on behalf of the Holders of Normal Units the Treasury Portfolio and promptly remit the remaining portion of such Redemption Price to the Agent for payment to the Holders of such Normal Units. The Treasury Portfolio will be substituted for the Pledged Notes, and will be pledged to the Collateral Agent in accordance with the terms of the Pledge Agreement to secure the obligation of each Holder of a Normal Unit to purchase the Common Stock under the Purchase Contract constituting a part of such Normal Unit. Following the occurrence of a Tax Event Redemption prior to a successful remarketing of the NotesNotes pursuant to the provisions of Section 5.4, the Holders of Normal Units and the Collateral Agent shall have such security interests, rights and obligations with respect to the Treasury Portfolio as the Holder of Normal Units and the Collateral Agent had in respect of the Notes, as the case may be, subject to the Pledge thereof as provided in Articles II, III, IV, V and VI of the Pledge Agreement, and any reference herein or in the Certificates to the Note shall be deemed to be a reference to such Treasury Portfolio and any reference herein or in the Certificates to interest on the Notes shall be deemed to be a reference to corresponding distributions on the Treasury Portfolio. The Company may cause to be made in any Normal Unit Certificates thereafter to be issued such change in phraseology and form (but not in substance) as may be appropriate to reflect the substitution of the Treasury Portfolio for Notes as collateral. The Company shall cause notice of any Tax Event Redemption to be mailed, at least 30 calendar days but not more than 60 calendar days before such Tax Event Redemption Date, to each Holder of Notes to be redeemed at its registered address. Upon the occurrence of a Tax Event Redemption after the successful remarketing of the Notes, the Redemption Price will be payable in cash to the holders of the Notes.

Tax Event Redemption. Upon the occurrence of a Tax Event Redemption prior to a Successful Initial Remarketing, or in the successful remarketing event of a Failed Initial Remarketing, prior to the Warrant Settlement Date, the Redemption Price payable on such date with respect to the Applicable Amount shall be deposited in the Collateral Account in exchange for the Pledged Notes. Thereafter, pursuant to the terms of the Notes, the Company may elect to instruct in writing the Collateral Agent to apply, and upon such written instructionPledge Agreement, the Collateral Agent shall apply, out of cause the aggregate Redemption Price for the Notes that are components of Normal Units, Securities Intermediary to apply an amount equal to the aggregate Tax Event Redemption Principal Amount for the Notes that are components of Normal Units such Redemption Price to purchase on behalf of the Holders of Normal Equity Units the Treasury Portfolio and promptly remit the remaining portion of such Redemption Price to the Warrant Agent for payment to the Holders of such Normal Equity Units. The Applicable Ownership Interest (as specified in clause (A) of the definition of such term) of the Treasury Portfolio will be substituted as Collateral for the Pledged Notes, Notes and will be pledged to held by the Collateral Agent in accordance with the terms of the Pledge Agreement to secure the obligation of each Holder of a Normal an Equity Unit to purchase the Common Stock of the Company under the Purchase Contract Warrant constituting a part of such Normal Equity Unit. Following the occurrence of a Tax Event Redemption prior to a successful remarketing of Successful Initial Remarketing prior to the NotesWarrant Settlement Date, the Holders of Normal Equity Units and the Collateral Agent shall have such security interests, interest rights and obligations with respect to the Applicable Ownership Interest (as specified in clause (A) of the definition of such term) of the Treasury Portfolio as the Holder Holders of Normal Equity Units and the Collateral Agent had in respect of the Notes, as the case may be, Notes subject to the Pledge thereof as provided in Articles II, III, IV, V and VI of the Pledge Agreement, and any reference herein or in the Certificates to the Note shall be deemed to be a reference to such Treasury Portfolio and any reference herein or in the Certificates to interest on the Notes shall be deemed to be a reference to corresponding distributions on the such Treasury Portfolio. The Company may cause to be made in any Normal Unit Certificates thereafter to be issued such change in phraseology and form (but not in substance) as may be appropriate to reflect the substitution of the Treasury Portfolio for Notes as collateral. The Company shall cause notice of any Tax Event Redemption to be mailed, at least 30 calendar days but not more than 60 calendar days before such Tax Event Redemption Date, to each Holder of Notes to be redeemed at its registered address. Upon the occurrence of a Tax Event Redemption after the successful remarketing of the Notes, the Redemption Price will be payable in cash to the holders of the Notes.

Tax Event Redemption. Upon the occurrence of a Tax Event Redemption prior to the successful remarketing of the NotesPurchase Contract Settlement Date, the Company may elect Redemption Price payable on the Tax Event Redemption Date with respect to instruct in writing the Applicable Principal Amount of Debentures shall be delivered to the Collateral Agent in exchange for the Pledged Debentures. Pursuant to apply, and upon such written instructionthe terms of the Pledge Agreement, the Collateral Agent shall apply, out of the aggregate Redemption Price for the Notes that are components of Normal Units, will apply an amount equal to the aggregate Tax Event Redemption Principal Amount for the Notes that are components of Normal Units such Redemption Price to purchase on behalf of the Holders of Normal Units Type A Securities the Treasury Portfolio and promptly remit the remaining portion of such Redemption Price to the Agent for payment to the Holders of such Normal UnitsType A Securities. The Treasury Portfolio will be substituted for the Pledged NotesDebentures, and will be pledged to held by the Collateral Agent in accordance with the terms of the Pledge Agreement to secure the obligation of each Holder of a Normal Unit Type A Security to purchase the Common Stock of the Company under the Purchase Contract constituting a part of such Normal UnitType A Security. Following the occurrence of a Tax Event Redemption prior to a successful remarketing of the NotesPurchase Contract Settlement Date, the Holders of Normal Units Type A Securities and the Collateral Agent shall have such security interests, rights and obligations with respect to the Treasury Portfolio as the Holder of Normal Units Type A Securities and the Collateral Agent had in respect of the Notes, as the case may be, Debentures subject to the Pledge thereof as provided in Articles II, III, IV, V V, and VI of the Pledge Agreement, and any reference herein or in the Certificates to the Note Debentures shall be deemed to be a reference to such Treasury Portfolio and any reference herein or in the Certificates to interest on the Notes shall be deemed to be a reference to corresponding distributions on the Treasury Portfolio. The Company may cause to be made in any Normal Unit Type A Certificates thereafter to be issued such change in phraseology and form (but not in substance) as may be appropriate to reflect the substitution of the Treasury Portfolio for Notes Debentures as collateral. The Company shall cause notice of any Tax Event Redemption to be mailed, at least 30 calendar days but not more than 60 calendar days before such Tax Event Redemption Date, to each Holder of Notes to be redeemed at its registered address. Upon the occurrence of a Tax Event Redemption after the successful remarketing of the Notes, the Redemption Price will be payable in cash to the holders of the Notes.

Tax Event Redemption. Upon If a Tax Event shall occur and be continuing, the Company may, at its option, redeem the Senior Notes in whole (but not in part) at any time at a price per Senior Note equal to the Redemption Price. Installments of interest on the Senior Notes that are due and payable on or prior to the date of redemption (the "Tax Event Redemption Date") will be payable to the Holders of the Senior Notes registered as such at the close of business on the Business Day next preceding such Tax Event Redemption Date. If, following the settlement of the Forward Purchase Contracts and following the occurrence of a Tax Event, the Company, at its option, redeems the Senior Notes, the proceeds of the redemption will be payable in cash to the Holders of the Senior Notes. If the Company exercises its option to redeem the Senior Notes following the occurrence of a Tax Event Redemption prior to the Remarketing Date or the Accelerated Remarketing Date, or if there has not been a successful remarketing of Remarketing prior to the Notesrelevant Stock Purchase Date, the Company may elect shall in the notice to instruct in writing the Trustee pursuant to Section 105 of the Base Indenture specify the Redemption Price. Upon the specification of the Redemption Price by the Company, the Company shall appoint the Collateral Agent to apply, acquire the Treasury Portfolio in consultation with the Company and upon such written instruction, in accordance with the Forward Purchase Contract Agreement. The Collateral Agent shall then apply, out of the aggregate Redemption Price for the Senior Notes that are components of Normal UnitsUpper DECS, an amount equal to the aggregate Tax Event Redemption Principal Amount for the Senior Notes that are components of Normal Units Upper DECS to purchase on behalf of the Holders of Normal Units Upper DECS the Treasury Portfolio and promptly remit the remaining portion portion, if any, of such aggregate Redemption Price to the Forward Purchase Contract Agent for payment to the Holders of such Normal UnitsUpper DECS. The Treasury Portfolio will be substituted for the Pledged Notes, and will be pledged to the Collateral Agent in accordance with the terms of the Pledge Agreement to secure the obligation of each Holder of a Normal Unit an Upper DECS to purchase the Common Stock under the Forward Purchase Contract constituting a part of such Normal UnitUpper DECS. Following Payment of the occurrence Redemption Price to Holders of Separate Notes shall be made in cash on the Tax Event Redemption Date. If a Tax Event Redemption prior to occurs after a successful remarketing Remarketing or the relevant Stock Purchase Date, payment of the Notes, the Holders of Normal Units and the Collateral Agent shall have such security interests, rights and obligations with respect Redemption Price to the Treasury Portfolio as the each Holder of Normal Units and the Collateral Agent had in respect of the Notes, as the case may be, subject to the Pledge thereof as provided in Articles II, III, IV, V and VI of the Pledge Agreement, and any reference herein or in the Certificates to the Note shall be deemed to be a reference to such Treasury Portfolio and any reference herein or in the Certificates to interest on the Senior Notes shall be deemed made by the Trustee (subject to be a reference to corresponding distributions its receipt of funds), no later than 12:00 noon, New York City time, on the Treasury Portfolio. The Company may cause Tax Event Redemption Date, by check or wire transfer in immediately available funds (provided the necessary wire instructions have been provided to be made in any Normal Unit Certificates thereafter the Trustee at least 15 days prior to be issued the Tax Event Redemption Date) at such change in phraseology place and form (but not in substance) to such account as may be appropriate designated by each such Holder of Senior Notes, including the Collateral Agent. If the Trustee holds immediately available funds sufficient to reflect pay the substitution Redemption Price of the Treasury Portfolio for Notes as collateral. The Company shall cause notice of any Senior Notes, then, on such Tax Event Redemption Date, such Senior Notes will cease to be mailed, Outstanding. The Trustee shall have no duty or liability to determine or verify the Redemption Price. Notice of any redemption will be mailed at least 30 calendar days but not more than 60 calendar days before such the Tax Event Redemption Date, Date to each registered Holder of the Senior Notes to be redeemed repaid at its registered address. Upon Unless the occurrence Company defaults in payment of a the Redemption Price, on and after the Tax Event Redemption after Date interest shall cease to accrue on the successful remarketing Senior Notes, whether or not such Senior Notes have been received by the Company, and all other rights of the Notes, Holders in respect of the Senior Notes shall terminate and lapse (other than the right to receive the Redemption Price will be payable in cash to the holders upon delivery of the Notessuch Senior Notes but without interest on such Redemption Price).

Tax Event Redemption. Upon (a) The Securities of any series may be redeemed, subject to any other terms set forth herein and in the Board Resolution or supplemental indenture pursuant to Section 3.01 hereof establishing the terms of such Securities, and subject, in the case of Perpetual Subordinated Debt Securities and Perpetual Subordinated Capital Securities of any series, to the Solvency Condition being satisfied by the Issuer, as a whole but not in part, at the option of the Issuer, upon not more than 60 days’ nor less than 30 days’ prior notice to the Holders of such Securities, at a Redemption Price equal to 100% of the principal amount thereof (or, if the context so requires, such lesser amount in the case of Discounted Securities) (and premium, if any, thereon), together with accrued interest for the then current interest period and Deferred Interest, if any, thereon to the Redemption Date, and any Securities convertible or exchangeable into Preference Shares may, at the option of the Issuer, be converted or exchanged as a whole, upon the occurrence of a Tax Event; provided, that Securities of any such series may not be so redeemed if an obligation of the Issuer to pay additional amounts or to account as provided in the definition of Tax Event Redemption prior arises because of the official application or interpretation of the laws or regulations affecting taxation of the country in which the Issuer is organized, or any political subdivision or taxing authority thereof or therein having power to tax, as a result of the consolidation, amalgamation or merger of the Issuer with or into, or the conveyance, transfer or lease by the Issuer of its properties and assets substantially as an entirety to, any Person. (b) Prior to the successful remarketing redemption of any series of Securities following the Notesoccurrence of a Tax Event, the Company may elect Issuer shall be required, before it gives a notice of redemption, to instruct in writing the Collateral Agent to apply, and upon such written instruction, the Collateral Agent shall apply, out of the aggregate Redemption Price for the Notes that are components of Normal Units, an amount equal deliver to the aggregate Subordinated Trustee an Officers’ Certificate stating that all conditions precedent to such redemption have been complied with and an Opinion of Counsel concluding that in the opinion of such counsel a Tax Event Redemption Principal Amount for has occurred and the Notes that are components Issuer is entitled to exercise its right of Normal Units to purchase on behalf of the Holders of Normal Units the Treasury Portfolio and promptly remit the remaining portion of such Redemption Price to the Agent for payment to the Holders of such Normal Units. The Treasury Portfolio will be substituted for the Pledged Notes, and will be pledged to the Collateral Agent redemption in accordance with the terms of the Pledge Agreement to secure Securities. (c) If the obligation Issuer provides an Opinion of each Holder of a Normal Unit to purchase Counsel in the Common Stock under the Purchase Contract constituting a part of such Normal Unit. Following the occurrence of a Tax Event Redemption prior to a successful remarketing appropriate jurisdiction, dated as of the Notesdate of the relevant event referred to above, that no obligation to pay any additional amount or to account as aforesaid arises, then that Opinion of Counsel shall be final and binding, solely for purposes of this paragraph, on the Issuer, the Subordinated Trustee and the Holders of Normal Units and the Collateral Agent shall have Securities of any such security interests, rights and obligations with respect series as to the Treasury Portfolio as the Holder of Normal Units and the Collateral Agent had in respect law of the Notes, as relevant jurisdiction at the case may be, subject to the Pledge thereof as provided in Articles II, III, IV, V and VI date of the Pledge Agreement, and any reference herein or in the Certificates to the Note shall be deemed to be a reference to such Treasury Portfolio and any reference herein or in the Certificates to interest on the Notes shall be deemed to be a reference to corresponding distributions on the Treasury Portfolio. The Company may cause to be made in any Normal Unit Certificates thereafter to be issued such change in phraseology and form (but not in substance) as may be appropriate to reflect the substitution Opinion of the Treasury Portfolio for Notes as collateral. The Company shall cause notice of any Tax Event Redemption to be mailed, at least 30 calendar days but not more than 60 calendar days before such Tax Event Redemption Date, to each Holder of Notes to be redeemed at its registered address. Upon the occurrence of a Tax Event Redemption after the successful remarketing of the Notes, the Redemption Price will be payable in cash to the holders of the NotesCounsel.

Tax Event Redemption. Upon the occurrence of a Tax Event Redemption prior to the successful remarketing of the NotesPurchase Contract Settlement Date, the Company may elect Redemption Price payable on the Tax Event Redemption Date with respect to instruct in writing the Applicable Principal Amount of Debt Securities shall be delivered to the Collateral Agent in exchange for the Pledged Debt Securities. Thereafter, pursuant to apply, and upon such written instructionthe terms of the Pledge Agreement, the Collateral Agent shall apply, out of the aggregate Redemption Price for the Notes that are components of Normal Units, will apply an amount equal to the aggregate Tax Event Redemption Principal Amount for the Notes that are components of Normal Units such Redemption Price to purchase on behalf of the Holders of Normal Units Type A Securities the Treasury Portfolio and promptly remit the remaining portion of such Redemption Price to the Agent for payment to the Holders of such Normal UnitsType A Securities. The Treasury Portfolio will be substituted for the Pledged NotesDebt Securities, and will be pledged to held by the Collateral Agent in accordance with the terms of the Pledge Agreement to secure the obligation of each Holder of a Normal Unit Type A Security to purchase the Common Stock of the Company under the Purchase Contract constituting a part of such Normal UnitType A Security. Following the occurrence of a Tax Event Redemption prior to a successful remarketing of the NotesPurchase Contract Settlement Date, the Holders of Normal Units Type A Securities and the Collateral Agent shall have such security interests, rights and obligations with respect to the Treasury Portfolio as the Holder of Normal Units Type A Securities and the Collateral Agent had in respect of the Notes, as the case may be, Debt Security subject to the Pledge thereof as provided in Articles II, III, IV, V V, and VI of the Pledge Agreement, and any reference herein or in the Certificates to the Note Debt Securities shall be deemed to be a reference to such Treasury Portfolio and any reference herein or in the Certificates to interest on the Notes shall be deemed to be a reference to corresponding distributions on the Treasury Portfolio. The Company may cause to be made in any Normal Unit Type A Certificates thereafter to be issued such change in phraseology and form (but not in substance) as may be appropriate to reflect the liquidation of the Trust and the substitution of the Treasury Portfolio for Notes Debt Securities as collateral. The Company shall cause notice of any Tax Event Redemption to be mailed, at least 30 calendar days but not more than 60 calendar days before such Tax Event Redemption Date, to each Holder of Notes to be redeemed at its registered address. Upon the occurrence of a Tax Event Redemption after the successful remarketing of the Notes, the Redemption Price will be payable in cash to the holders of the Notes.

Tax Event Redemption. Upon the occurrence of a Tax Event Redemption prior to the successful remarketing of the Notes, the Company may elect to instruct in writing the Collateral Agent to apply, and upon such written instruction, the Collateral Agent shall apply, out of the aggregate Redemption Price for the Notes that are components of Normal UnitsPurchase Contract Settlement Date, an amount equal to the aggregate Redemption Amount, plus any accumulated and unpaid distributions or accrued and unpaid interest, as the case may be, payable on the Tax Event Redemption Principal Amount Date with respect to the principal amount of the Notes shall be deposited in the Collateral Account in exchange for the Notes that are components Pledged [SUBORDINATED] Notes. Thereafter, pursuant to the terms of Normal Units the Pledge Agreement, the Collateral Agent shall cause the Securities Intermediary to apply an amount equal to the Redemption Amount of such funds to purchase on behalf of the Holders of Normal Stock Purchase Units the Treasury Portfolio and promptly remit the remaining portion of such Redemption Price funds to the Purchase Contract Agent for payment to the Holders of such Normal Stock Purchase Units. The Applicable Ownership Interest (as specified in clause (A) of the definition of such term) of the Treasury Portfolio will be substituted as Collateral for the Pledged [SUBORDINATED] Notes, as the case may be, and will be pledged to held by the Collateral Agent in accordance with the terms of the Pledge Agreement to secure the obligation of each Holder of a Normal Stock Purchase Unit to purchase the Common Stock of the Company under the Purchase Contract constituting a part of such Normal Stock Purchase Unit. Following the occurrence of a Tax Event Redemption prior to a successful remarketing of the NotesPurchase Contract Settlement Date, the Holders of Normal Stock Purchase Units and the Collateral Agent shall have such security interests, interest rights and obligations with respect to the Applicable Ownership Interest (as specified in clause (A) of the definition of such term) of the Treasury Portfolio as the Holder Holders of Normal Stock Purchase Units and the Collateral Agent had in respect of the [SUBORDINATED] Notes, as the case may be, subject to the Pledge thereof as provided in Articles II, III, IV, V and VI of the Pledge Agreement, and any reference herein or in the Certificates to the Note shall be deemed to be a reference to such Treasury Portfolio and any reference herein or in the Certificates to interest on the [SUBORDINATED] Notes shall be deemed to be a reference to corresponding distributions on the such Treasury Portfolio. The Company may cause to be made in any Normal Stock Purchase Unit Certificates thereafter to be issued such change in phraseology and form (but not in substance) as may be appropriate to reflect the substitution of the Applicable Ownership Interest (as specified in clause (A) of the definition of such term) of the Treasury Portfolio for [SUBORDINATED] Notes as collateral. The Company shall cause notice of any Tax Event Redemption to be mailed, at least 30 calendar days but not more than 60 calendar days before such Tax Event Redemption Date, to each Holder of Notes to be redeemed at its registered address. Upon the occurrence of a Tax Event Redemption after the successful remarketing of the Notes, the Redemption Price will be payable in cash to the holders of the NotesCollateral.

Tax Event Redemption. Upon the occurrence of a Tax Event Redemption prior to August 17, 2004, or in the successful remarketing event of a Failed Initial Remarketing, prior to the Purchase Contract Settlement Date, pursuant to the terms of the Notes, the Company may elect to instruct in writing the Collateral Agent to apply, and upon such written instructionPledge Agreement, the Collateral Agent shall will apply, out of the aggregate Redemption Price for the Senior Notes that are components of Normal UnitsIncome PRIDES, an amount equal to the aggregate Tax Event Redemption Principal Amount for the Senior Notes that are components of Normal Units Income PRIDES to purchase on behalf of the Holders of Normal Units Income PRIDES the Treasury Portfolio and promptly remit the remaining portion of such Redemption Price to the Agent for payment to the Holders of such Normal UnitsIncome PRIDES. The Treasury Portfolio will be substituted for the Pledged pledged Senior Notes, and will be pledged to held by the Collateral Agent in accordance with the terms of the Pledge Agreement to secure the obligation of each Holder of a Normal Unit an Income PRIDES to purchase the Common Stock of the Company under the Purchase Contract constituting a part of such Normal UnitIncome PRIDES. Following the occurrence of a Tax Event Redemption prior to August 17, 2004, or, in the event of a successful remarketing of Failed Initial Remarketing, prior to the NotesPurchase Contract Settlement Date, the Holders of Normal Units Income PRIDES and the Collateral Agent shall have such security interests, rights and obligations with respect to the Treasury Portfolio as the Holder of Normal Units Income PRIDES and the Collateral Agent had in respect of the Senior Notes, as the case may be, subject to the Pledge thereof as provided in Articles II, III, IV, V and VI of the Pledge Agreement, and any reference herein or in the Certificates to the Senior Note shall be deemed to be a reference to such Treasury Portfolio and any reference herein or in the Certificates to interest on the Senior Notes shall be deemed to be a reference to corresponding distributions on the Treasury Portfolio. The Company may cause to be made in any Normal Unit Income PRIDES Certificates thereafter to be issued such change in phraseology and form (but not in substance) as may be appropriate to reflect the substitution of the Treasury Portfolio for Senior Notes as collateral. The Company shall cause notice of any Tax Event Redemption to be mailed, at least 30 calendar days but not more than 60 calendar days before such Tax Event Redemption Date, to each Holder of Notes to be redeemed at its registered address. Upon the occurrence of a Tax Event Redemption after the successful remarketing of the Notes, the Redemption Price will be payable in cash to the holders of the Notes.

Tax Event Redemption. Upon the occurrence of a Tax Event Redemption prior to the a successful remarketing of the NotesDebentures pursuant to the Remarketing Agreement, the Company may elect aggregate Redemption Price payable on the Tax Event Redemption Date with respect to instruct in writing the Pledged Debentures shall be delivered to the Collateral Agent by the Trustee, solely to applythe extent funds therefor have been received by it from the Company, on or prior to 12:00 p.m., New York City time, by check or wire transfer in immediately available funds at such place and upon at such written instructionaccount as may be designated by the Collateral Agent in exchange for Pledged Debentures. In the event the Collateral Agent receives such Redemption Price, the Collateral Agent shall applywill, at the written direction of the Company, apply an amount, out of the aggregate such Redemption Price for the Notes that are components of Normal UnitsPrice, an amount equal to the aggregate Tax Event Redemption Principal Amount for with respect to the Notes that are components of Normal Units Pledged Debentures to purchase on behalf of from the Holders of Normal Units Quotation Agent the Redemption Treasury Portfolio and promptly remit the remaining portion of such Redemption Price to the Purchase Contract Agent for payment to the Holders of such Normal Units. The Collateral Agent shall transfer the Redemption Treasury Portfolio will be substituted for the Pledged Notes, and will be pledged to the Collateral Agent Account in accordance with the terms of the Pledge Agreement manner specified herein for Pledged Debentures to secure the obligation of each Holder all Holders of a Normal Unit Units to purchase the Common Stock of the Company under the Purchase Contract Contracts constituting a part of such Normal UnitUnits, in substitution for the Pledged Debentures. Following the occurrence of a Tax Event Redemption prior to a successful remarketing of the NotesThereafter, the Holders of Normal Units and the Collateral Agent shall have such security interests, rights and obligations with respect to the Redemption Treasury Portfolio as the Holder of Normal Units and the Collateral Agent it had in respect of the Notes, as the case may be, subject to the Pledge thereof Pledged Debentures as provided in Articles II, III, IV, V and VI of the Pledge Agreement, and any reference herein or in the Certificates to the Note Pledged Debentures shall be deemed to be a reference to such Redemption Treasury Portfolio Portfolio, and any reference herein or in the Certificates to interest on the Notes Pledged Debentures shall be deemed to be a reference to corresponding distributions on the such Redemption Treasury Portfolio. The Company may cause to be made in any Normal Unit Certificates thereafter to be issued such change in phraseology and form (but not in substance) as may be appropriate to reflect the substitution of the Treasury Portfolio for Notes as collateral. The Company shall cause notice of any Tax Event Redemption to be mailed, at least 30 calendar days but not more than 60 calendar days before such Tax Event Redemption Date, to each Holder of Notes to be redeemed at its registered address. Upon the occurrence of a Tax Event Redemption after the successful remarketing of the Notes, the Redemption Price will be payable in cash to the holders of the Notes.

Tax Event Redemption. Upon the occurrence of a Tax Event Redemption prior to ____________________, 2003, or in the successful remarketing event of a Failed Initial Remarketing, prior to the Purchase Contract Settlement Date, pursuant to the terms of the Notes, the Company may elect to instruct in writing the Collateral Agent to apply, and upon such written instructionPledge Agreement, the Collateral Agent shall will apply, out of the aggregate Redemption Price for the Notes Debentures that are components of Normal Corporate Units, an amount equal to the aggregate Tax Event Redemption Principal Amount for the Notes Debentures that are components of Normal Corporate Units to purchase on behalf of the Holders of Normal Corporate Units the Treasury Portfolio and promptly remit the remaining portion of such Redemption Price to the Agent for payment to the Holders of such Normal Corporate Units. The Treasury Portfolio will be substituted for the Pledged Notespledged Debentures, and will be pledged to held by the Collateral Agent in accordance with the terms of the Pledge Agreement to secure the obligation of each Holder of a Normal Corporate Unit to purchase the Common Stock of the Company under the Purchase Contract constituting a part of such Normal UnitCorporate Units. Following the occurrence of a Tax Event Redemption prior to __________, 2003, or, in the event of a successful remarketing of Failed Initial Remarketing, prior to the NotesPurchase Contract Settlement Date, the Holders of Normal Corporate Units and the Collateral Agent shall have such security interests, rights and obligations with respect to the Treasury Portfolio as the Holder of Normal Corporate Units and the Collateral Agent had in respect of the NotesDebentures, as the case may be, subject to the Pledge thereof as provided in Articles IISections 2, III3, IV4, V 5 and VI 6 of the Pledge Agreement, and any reference herein or in the Certificates to the Note Debenture shall be deemed to be a reference to such Treasury Portfolio and any reference herein or in the Certificates to interest on the Notes Debentures shall be deemed to be a reference to corresponding distributions on the Treasury Portfolio. The Company may cause to be made in any Normal Unit Corporate Units Certificates thereafter to be issued such change in phraseology and form (but not in substance) as may be appropriate to reflect the substitution of the Treasury Portfolio for Notes Debentures as collateral. The Company shall cause notice of any Tax Event Redemption to be mailed, at least 30 calendar days but not more than 60 calendar days before such Tax Event Redemption Date, to each Holder of Notes to be redeemed at its registered address. Upon the occurrence of a Tax Event Redemption after the successful remarketing of the Notes, the Redemption Price will be payable in cash to the holders of the Notes.

Tax Event Redemption. Upon the occurrence of a Tax Event Redemption prior to the successful remarketing Stock Purchase Date, the Redemption Price payable on the Tax Event Redemption Date with respect to the Applicable Principal Amount shall be deposited in the Collateral Account in exchange for the Pledged Treasury Securities or the Pledged Trust Preferred Securities, as the case may be. Thereafter, pursuant to the terms of the Notes, the Company may elect to instruct in writing the Collateral Agent to apply, and upon such written instructionPledge Agreement, the Collateral Agent shall apply, out of cause the aggregate Redemption Price for the Notes that are components of Normal Units, Securities Intermediary to apply an amount equal to the aggregate Tax Event Redemption Principal Amount for the Notes that are components of Normal Units such Redemption Price to purchase on behalf of the Holders of Normal Units the Treasury Portfolio and promptly remit the remaining portion of such Redemption Price Price, if any, to the Purchase Contract Agent for payment to the Holders of such Normal Units. The Applicable Ownership Interest (as specified in clause (A) of the definition of such term) of the Treasury Portfolio will be substituted as Collateral for the Pledged NotesTreasury Securities or the Pledged Trust Preferred Securities, and will be pledged to held by the Collateral Agent in accordance with the terms of the Pledge Agreement to secure the obligation of each Holder of a Normal Unit Units to purchase the Common Stock of the Company under the Purchase Contract constituting a part of such Normal UnitUnits. The Applicable Ownership Interest (as specified in clause (B) of the definition of such term) of the Treasury Portfolio shall be transferred by the Securities Intermediary to the Purchase Contract Agent, free and clear of any lien, pledge or security interest created by the Pledge Agreement. Following the occurrence of a Tax Event Redemption prior to a successful remarketing of the NotesStock Purchase Date, the Holders of Normal Units and the Collateral Agent shall have such security interests, interest rights and obligations with respect to the Applicable Ownership Interest (as specified in clause (A) of the definition of such term) of the Treasury Portfolio as the Holder Holders of Normal Units and the Collateral Agent had in respect of the NotesTreasury Securities or Trust Preferred Securities, as the case may be, subject to the Pledge thereof as provided in Articles II, III, IV, V V, and VI of the Pledge Agreement, and any reference herein or in the Certificates to the Note Treasury Securities or the Trust Preferred Securities shall be deemed to be a reference to such Treasury Portfolio and any reference herein or in the Certificates to interest on the Notes shall be deemed to be a reference to corresponding distributions on the Treasury Portfolio. The Company may cause to be made in any Normal Unit Units Certificates thereafter to be issued such change in phraseology and form (but not in substance) as may be appropriate to reflect the liquidation of the Trust and the substitution of the Treasury Portfolio for Notes Applicable Ownership Interest (as collateral. The Company shall cause notice of any Tax Event Redemption to be mailed, at least 30 calendar days but not more than 60 calendar days before such Tax Event Redemption Date, to each Holder of Notes to be redeemed at its registered address. Upon the occurrence of a Tax Event Redemption after the successful remarketing specified in clause (A) of the Notes, the Redemption Price will be payable in cash to the holders definition of the Notes.such term) of the

Tax Event Redemption. Upon the occurrence of a Tax Event Redemption prior to the successful remarketing of the NotesDebentures pursuant to the provisions of Section 5.2 of this Agreement, pursuant to the Company may elect to instruct in writing terms of the Collateral Agent to apply, and upon such written instructionPledge Agreement, the Collateral Agent shall apply, will apply out of the aggregate Redemption Price for the Notes Debentures that are components of the Normal Units, an amount equal to the aggregate Tax Event Redemption Principal Amount for the Notes Debentures that are components of the Normal Units to purchase on behalf of the Holders of Normal Units Units, on a pro rata basis, the Redemption Treasury Portfolio and promptly remit the remaining portion of such Redemption Price Price, if any, to the Agent for payment to the Holders of such Normal UnitsUnits on a pro rata basis. The Redemption Treasury Portfolio will be substituted for the Pledged NotesDebentures, and will be pledged to held by the Collateral Agent in accordance with the terms of the Pledge Agreement to secure the obligation of each Holder of a Normal Unit to purchase the Common Stock of the Company under the Purchase Contract constituting a part of such Normal Unit. Following the occurrence of a Tax Event Redemption prior to a the successful remarketing of the NotesDebentures pursuant to the provisions of Section 5.2 of this Agreement, the Holders of Normal Units and the Collateral Agent shall have such security interests, rights and obligations with respect to the Redemption Treasury Portfolio as the Holder of Normal Units and the Collateral Agent had in respect of the Notes, as the case may be, Debentures subject to the Pledge thereof as provided in Articles II, III, IV, V V, and VI of the Pledge Agreement, and any reference herein or in the Certificates to the Note Debentures shall be deemed to be a reference to such Redemption Treasury Portfolio and any reference herein or in the Certificates to interest on the Notes Debentures shall be deemed to be a reference to corresponding distributions on the Redemption Treasury Portfolio. The Company may cause to be made in any Normal Unit Certificates thereafter to be issued such change in phraseology and form (but not in substance) as may be appropriate to reflect the substitution of the Redemption Treasury Portfolio for Notes Debentures as collateral. The Company shall cause notice of any Tax Event Redemption to be mailed, at least 30 calendar days but not more than 60 calendar days before such Tax Event Redemption Date, to each Holder of Notes to be redeemed at its registered address. Upon the occurrence of a Tax Event Redemption after the successful remarketing of the Notes, the Redemption Price will be payable in cash to the holders of the Notes.

Tax Event Redemption. Upon the occurrence of a Tax Event Redemption prior to ____________, 2004, or in the successful remarketing event of a Failed Initial Remarketing, prior to the Purchase Contract Settlement Date, pursuant to the terms of the Notes, the Company may elect to instruct in writing the Collateral Agent to apply, and upon such written instructionPledge Agreement, the Collateral Agent shall will apply, out of the aggregate Redemption Price for the Senior Notes that are components of Normal Corporate Units, an amount equal to the aggregate Tax Event Redemption Principal Amount for the Senior Notes that are components of Normal Corporate Units to purchase on behalf of the Holders of Normal Corporate Units the Treasury Portfolio and promptly remit the remaining portion of such Redemption Price to the Agent for payment to the Holders of such Normal Corporate Units, such payment to be made on the following Payment Date in the same manner as, and to the same Persons as are entitled to receive, Contract Adjustment Payments, each such Person being entitled to receive a pro rata portion of such remaining portion, based on the number of Corporate Units held by such Person. The Treasury Portfolio will be substituted for the Pledged pledged Senior Notes, and will be pledged to held by the Collateral Agent in accordance with the terms of the Pledge Agreement to secure the obligation of each Holder of a Normal Corporate Unit to purchase the Common Stock of the Company under the Purchase Contract constituting a part of such Normal UnitCorporate Units. Following the occurrence of a Tax Event Redemption prior to __________, 2004, or, in the event of a successful remarketing of Failed Initial Remarketing, and prior to the NotesPurchase Contract Settlement Date, the Holders of Normal Corporate Units and the Collateral Agent shall have such security interests, rights and obligations with respect to the Treasury Portfolio as the Holder of Normal Corporate Units and the Collateral Agent had in respect of the Senior Notes, as the case may be, subject to the Pledge thereof as provided in Articles II2, III3, IV4, V 5 and VI 6 of the Pledge Agreement, and any reference herein or in the Certificates to the Note Senior Notes shall be deemed to be a reference to such Treasury Portfolio and any reference herein or in the Certificates to interest on the Senior Notes shall be deemed to be a reference to corresponding distributions on the Treasury Portfolio. The Company may cause to be made in any Normal Unit Corporate Units Certificates thereafter to be issued such change in phraseology and form (but not in substance) as may be appropriate to reflect the substitution of the Treasury Portfolio for Senior Notes as collateral. The Company shall cause notice of any Tax Event Redemption to be mailed, at least 30 calendar days but not more than 60 calendar days before such Tax Event Redemption Date, to each Holder of Notes to be redeemed at its registered address. Upon the occurrence of a Tax Event Redemption after the successful remarketing of the Notes, the Redemption Price will be payable in cash to the holders of the Notes.

Tax Event Redemption. Upon the occurrence of a Tax Event Redemption prior to August 16, 2004 or, in the successful remarketing event of a Failed Initial Remarketing, prior to September 16, 2004, in the event of a Failed Second Remarketing, prior to October 16, 2004 or in the event of a Failed Third Remarketing, prior to the Purchase Contract Settlement Date, pursuant to the terms of the Notes, the Company may elect to instruct in writing the Collateral Agent to apply, and upon such written instructionPledge Agreement, the Collateral Agent shall will apply, out of the aggregate Redemption Price for the Senior Notes that are components of Normal Corporate Units, an amount equal to the aggregate Tax Event Redemption Principal Amount for the Senior Notes that are components of Normal Corporate Units to purchase on behalf of the Holders of Normal Corporate Units the Treasury Portfolio and promptly remit the remaining portion of such Redemption Price to the Agent for payment to the Holders of such Normal Corporate Units, such payment to be made promptly to Holders of record on the redemption date, each such Holder being entitled to receive a pro rata portion of such remaining portion, based on the number of Corporate Units held by such Person. The Treasury Portfolio will be substituted for the Pledged pledged Senior Notes, and will be pledged to held by the Collateral Agent in accordance with the terms of the Pledge Agreement to secure the obligation of each Holder of a Normal Corporate Unit to purchase the Common Stock of the Company under the Purchase Contract constituting a part of such Normal UnitCorporate Units. Following the occurrence of a Tax Event Redemption prior to August 16, 2004 or, in the event of a successful remarketing Failed Initial Remarketing, prior to September 16, 2004, in the event of a Failed Second Remarketing, prior to October 16, 2004 or in the Notesevent of a Failed Third Remarketing, prior to the Purchase Contract Settlement Date, the Holders of Normal Corporate Units and the Collateral Agent shall have such security interests, rights and obligations with respect to the Treasury Portfolio as the Holder of Normal Corporate Units and the Collateral Agent had in respect of the Senior Notes, as the case may be, subject to the Pledge thereof as provided in Articles II2, III3, IV4, V 5 and VI 6 of the Pledge Agreement, and any reference herein or in the Certificates to the Note Senior Notes shall be deemed to be a reference to such Treasury Portfolio and any reference herein or in the Certificates to interest on the Senior Notes shall be deemed to be a reference to corresponding distributions on the Treasury Portfolio. The Company may cause to be made in any Normal Unit Corporate Units Certificates thereafter to be issued such change in phraseology and form (but not in substance) as may be appropriate to reflect the substitution of the Treasury Portfolio for Senior Notes as collateral. The Company shall cause notice of any Tax Event Redemption to be mailed, at least 30 calendar days but not more than 60 calendar days before such Tax Event Redemption Date, to each Holder of Notes to be redeemed at its registered address. Upon the occurrence of a Tax Event Redemption after the successful remarketing of the Notes, the Redemption Price will be payable in cash to the holders of the Notes.

Tax Event Redemption. Upon the occurrence of a Tax Event Redemption prior to the successful remarketing of the Notes, the Company may elect to instruct in writing the Collateral Agent to apply, and upon such written instruction, the Collateral Agent shall apply, out of the aggregate Redemption Price for the Notes that are components of Normal UnitsUpper DECS, an amount equal to the aggregate Tax Event Redemption Principal Amount for the Notes that are components of Normal Units Upper DECS to purchase on behalf of the Holders of Normal Units Upper DECS the Treasury Portfolio and promptly remit the remaining portion of such Redemption Price to the Agent for payment to the Holders of such Normal UnitsUpper DECS. The Treasury Portfolio will be substituted for the Pledged Notes, and will be pledged to the Collateral Agent in accordance with the terms of the Pledge Agreement to secure the obligation of each Holder of a Normal Unit an Upper DECS to purchase the Common Stock under the Purchase Contract constituting a part of such Normal UnitUpper DECS. Following the occurrence of a Tax Event Redemption prior to a successful remarketing of the Notes, the Holders of Normal Units Upper DECS and the Collateral Agent shall have such security interests, rights and obligations with respect to the Treasury Portfolio as the Holder of Normal Units Upper DECS and the Collateral Agent had in respect of the Notes, as the case may be, subject to the Pledge thereof as provided in Articles II, III, IV, V and VI of the Pledge Agreement, and any reference herein or in the Certificates to the Note shall be deemed to be a reference to such Treasury Portfolio and any reference herein or in the Certificates to interest on the Notes shall be deemed to be a reference to corresponding distributions on the Treasury Portfolio. The Company may cause to be made in any Normal Unit Upper DECS Certificates thereafter to be issued such change in phraseology and form (but not in substance) as may be appropriate to reflect the substitution of the Treasury Portfolio for Notes as collateral. The Company shall cause notice of any Tax Event Redemption to be mailed, at least 30 calendar days but not more than 60 calendar days before such Tax Event Redemption Date, to each Holder of Notes to be redeemed at its registered address. Upon the occurrence of a Tax Event Redemption after the successful remarketing of the Notes, the Redemption Price will be payable in cash to the holders of the Notes.

Tax Event Redemption. Upon the occurrence of a Tax Event Redemption prior to the successful remarketing of the Notes, the Company may elect to instruct in writing the Collateral Agent to apply, and upon such written instruction, the Collateral Agent shall apply, out of the aggregate Redemption Price for the Notes that are components of Normal UnitsPurchase Contract Settlement Date, an amount equal to the aggregate Redemption Amount, plus any accumulated and unpaid distributions or accrued and unpaid interest, as the case may be, payable on the Tax Event Redemption Principal Amount Date with respect to the principal amount of the Notes shall be deposited in the Collateral Account in exchange for the Notes that are components Pledged [Subordinated] Notes. Thereafter, pursuant to the terms of Normal Units the Pledge Agreement, the Collateral Agent shall cause the Securities Intermediary to apply an amount equal to the Redemption Amount of such funds to purchase on behalf of the Holders of Normal Stock Purchase Units the Treasury Portfolio and promptly remit the remaining portion of such Redemption Price funds to the Purchase Contract Agent for payment to the Holders of such Normal Stock Purchase Units. The Applicable Ownership Interest (as specified in clause (A) of the definition of such term) of the Treasury Portfolio will be substituted as Collateral for the Pledged [Subordinated] Notes, as the case may be, and will be pledged to held by the Collateral Agent in accordance with the terms of the Pledge Agreement to secure the obligation of each Holder of a Normal Stock Purchase Unit to purchase the Common Stock of the Company under the Purchase Contract constituting a part of such Normal Stock Purchase Unit. Following the occurrence of a Tax Event Redemption prior to a successful remarketing of the NotesPurchase Contract Settlement Date, the Holders of Normal Stock Purchase Units and the Collateral Agent shall have such security interests, interest rights and obligations with respect to the Applicable Ownership Interest (as specified in clause (A) of the definition of such term) of the Treasury Portfolio as the Holder Holders of Normal Stock Purchase Units and the Collateral Agent had in respect of the [Subordinated] Notes, as the case may be, subject to the Pledge thereof as provided in Articles II, III, IV, V and VI of the Pledge Agreement, and any reference herein or in the Certificates to the Note shall be deemed to be a reference to such Treasury Portfolio and any reference herein or in the Certificates to interest on the [Subordinated] Notes shall be deemed to be a reference to corresponding distributions on the such Treasury Portfolio. The Company may cause to be made in any Normal Stock Purchase Unit Certificates thereafter to be issued such change in phraseology and form (but not in substance) as may be appropriate to reflect the substitution of the Applicable Ownership Interest (as specified in clause (A) of the definition of such term) of the Treasury Portfolio for [Subordinated] Notes as collateral. The Company shall cause notice of any Tax Event Redemption to be mailed, at least 30 calendar days but not more than 60 calendar days before such Tax Event Redemption Date, to each Holder of Notes to be redeemed at its registered address. Upon the occurrence of a Tax Event Redemption after the successful remarketing of the Notes, the Redemption Price will be payable in cash to the holders of the NotesCollateral.

Tax Event Redemption. Upon the occurrence of a Tax Event Redemption prior to the successful remarketing of the Notes, the Company may elect to instruct in writing the Collateral Agent to apply, and upon such written instruction, the Collateral Agent shall apply, out of the aggregate Redemption Price for the Notes that are components of Normal UnitsUpper DECS, an amount equal to the aggregate Tax Event Redemption Principal Amount for the Notes that are components of Normal Units Upper DECS to purchase on behalf of the Holders of Normal Units Upper DECS the Treasury Portfolio and promptly remit the remaining portion of such Redemption Price to the Agent for payment to the Holders of such Normal UnitsUpper DECS. The Treasury Portfolio will be substituted for the Pledged Notes, and will be pledged to the Collateral Agent in accordance with the terms of the Pledge Agreement to secure the obligation of each Holder of a Normal Unit an Upper DECS to purchase the Common Stock under the Forward Purchase Contract constituting a part of such Normal UnitUpper DECS. Following the occurrence of a Tax Event Redemption prior to a successful remarketing of the Notes, the Holders of Normal Units Upper DECS and the Collateral Agent shall have such security interests, rights and obligations with respect to the Treasury Portfolio as the Holder of Normal Units Upper DECS and the Collateral Agent had in respect of the Notes, as the case may be, subject to the Pledge thereof as provided in Articles II, III, IV, V and VI of the Pledge Agreement, and any reference herein or in the Certificates to the Note shall be deemed to be a reference to such Treasury Portfolio and any reference herein or in the Certificates to interest on the Notes shall be deemed to be a reference to corresponding distributions on the Treasury Portfolio. The Company may cause to be made in any Normal Unit Upper DECS Certificates thereafter to be issued such change in phraseology and form (but not in substance) as may be appropriate to reflect the substitution of the Treasury Portfolio for Notes as collateral. The Company shall cause notice of any Tax Event Redemption to be mailed, at least 30 calendar days but not more than 60 calendar days before such the relevant Tax Event Redemption Date, to each Holder of Upper DECS including Notes to be redeemed at its registered address. Upon the occurrence of a Tax Event Redemption after the successful remarketing of the Notes, the Redemption Price will be payable in cash to the holders of the Notes.

Tax Event Redemption. Upon the occurrence of a Tax Event Redemption prior to November 17, 2004, or in the successful remarketing event of a Failed Initial Remarketing, prior to the Purchase Contract Settlement Date, pursuant to the terms of the Notes, the Company may elect to instruct in writing the Collateral Agent to apply, and upon such written instructionPledge Agreement, the Collateral Agent shall will apply, out of the aggregate Redemption Price for the Senior Notes that are components of Normal UnitsIncome PRIDES, an amount equal to the aggregate Tax Event Redemption Principal Amount for the Senior Notes that are components of Normal Units Income PRIDES to purchase on behalf of the Holders of Normal Units Income PRIDES the Treasury Portfolio and promptly remit the remaining portion of such Redemption Price to the Agent for payment to the Holders of such Normal UnitsIncome PRIDES. The Treasury Portfolio will be substituted for the Pledged pledged Senior Notes, and will be pledged to held by the Collateral Agent in accordance with the terms of the Pledge Agreement to secure the obligation of each Holder of a Normal Unit an Income PRIDES to purchase the Common Stock of the Company under the Purchase Contract constituting a part of such Normal UnitIncome PRIDES. Following the occurrence of a Tax Event Redemption prior to November 17, 2004, or, in the event of a successful remarketing of Failed Initial Remarketing, prior to the NotesPurchase Contract Settlement Date, the Holders of Normal Units Income PRIDES and the Collateral Agent shall have such security interests, rights and obligations with respect to the Treasury Portfolio as the Holder of Normal Units Income PRIDES and the Collateral Agent had in respect of the Senior Notes, as the case may be, subject to the Pledge thereof as provided in Articles IISections 2, III3, IV4, V 5 and VI 6 of the Pledge Agreement, and any reference herein or in the Certificates to the Senior Note shall be deemed to be a reference to such Treasury Portfolio and any reference herein or in the Certificates to interest on the Senior Notes shall be deemed to be a reference to corresponding distributions on the Treasury Portfolio. The Company may cause to be made in any Normal Unit Income PRIDES Certificates thereafter to be issued such change in phraseology and form (but not in substance) as may be appropriate to reflect the substitution of the Treasury Portfolio for Senior Notes as collateral. The Company shall cause notice of any Tax Event Redemption to be mailed, at least 30 calendar days but not more than 60 calendar days before such Tax Event Redemption Date, to each Holder of Notes to be redeemed at its registered address. Upon the occurrence of a Tax Event Redemption after the successful remarketing of the Notes, the Redemption Price will be payable in cash to the holders of the Notes.

Tax Event Redemption. (a) Upon the occurrence of a Tax Event Redemption prior to the successful remarketing of the Notes, the Company may elect to instruct in writing the Collateral Agent to apply, and upon such written instruction, the Collateral Agent shall apply, out of the aggregate Redemption Price for the Notes that are components of Normal UnitsPurchase Contract Settlement Date, an amount equal to the aggregate Redemption Amount, plus any accumulated and unpaid distributions or accrued and unpaid interest, as the case may be, payable on the Tax Event Redemption Principal Amount Date with respect to the principal amount of the Notes shall be deposited in the Collateral Account in exchange for the Notes that are components Pledged Notes. Thereafter, pursuant to the terms of Normal Units the Pledge Agreement, the Collateral Agent shall cause the Securities Intermediary to apply an amount equal to the Redemption Amount of such funds to purchase on behalf of the Holders of Normal Stock Purchase Units the Treasury Portfolio and promptly remit the remaining portion of such Redemption Price funds to the Purchase Contract Agent for payment to the Holders of such Normal Stock Purchase Units. . (b) The Applicable Ownership Interest (as specified in clause (A) of the definition of such term) of the Treasury Portfolio will be substituted as Collateral for the Pledged Notes, as the case may be, and will be pledged to held by the Collateral Agent in accordance with the terms of the Pledge Agreement to secure the obligation of each Holder of a Normal Stock Purchase Unit to purchase the Common Stock of the Company under the Purchase Contract constituting a part of such Normal Stock Purchase Unit. Following the occurrence of a Tax Event Redemption prior to a successful remarketing of the NotesPurchase Contract Settlement Date, the Holders of Normal Stock Purchase Units and the Collateral Agent shall have such security interests, interest rights and obligations with respect to the Applicable Ownership Interest (as specified in clause (A) of the definition of such term) of the Treasury Portfolio as the Holder Holders of Normal Stock Purchase Units and the Collateral Agent had in respect of the Notes, as the case may be, subject to the Pledge thereof as provided in Articles II, III, IV, V and VI of the Pledge Agreement, and any reference herein or in the Certificates to the Note shall be deemed to be a reference to such Treasury Portfolio and any reference herein or in the Certificates to interest on the Notes shall be deemed to be a reference to corresponding distributions on the such Treasury Portfolio. The Company may cause to be made in any Normal Unit Stock Purchase Units Certificates thereafter to be issued such change in phraseology and form (but not in substance) as may be appropriate to reflect the substitution of the Applicable Ownership Interest (as specified in clause (A) of the definition of such term) of the Treasury Portfolio for Notes as collateral. The Company shall cause notice of any Tax Event Redemption to be mailed, at least 30 calendar days but not more than 60 calendar days before such Tax Event Redemption Date, to each Holder of Notes to be redeemed at its registered address. Upon the occurrence of a Tax Event Redemption after the successful remarketing of the Notes, the Redemption Price will be payable in cash to the holders of the NotesCollateral.

Tax Event Redemption. Upon the occurrence of a Tax Event Redemption prior to the successful remarketing of the Notes, the Company may elect to instruct in writing the Collateral Agent to apply, and upon such written instruction, the Collateral Agent Agent, pursuant to the Pledge Agreement, shall apply, out of the aggregate Redemption Price for the Notes that are components of Normal Unitsall outstanding Notes, an amount equal to the aggregate Tax Event Redemption Principal Amount for the such Notes that are components of Normal Units to purchase on behalf of the Holders of Normal Units the Treasury Portfolio and promptly remit the remaining portion of such Redemption Price to the Agent for payment to the Holders of such Normal Units. The Treasury Portfolio will be substituted for the Pledged Notes, and will be pledged to the Collateral Agent in accordance with the terms of the Pledge Agreement to secure the obligation of each Holder of a Normal Unit to purchase the Common Stock under the Purchase Contract constituting a part of such Normal Unit. Following the occurrence of a Tax Event Redemption prior to a successful remarketing of the Notes, the Holders of Normal Units and the Collateral Agent shall have such security interests, rights and obligations with respect to the Treasury Portfolio as the Holder of Normal Units and the Collateral Agent had in respect of the Notes, as the case may be, subject to the Pledge thereof as provided in Articles II, III, IV, V and VI of the Pledge Agreement, and any reference herein or in the Certificates to the Note shall be deemed to be a reference to such Treasury Portfolio and any reference herein or in the Certificates to interest on the Notes shall be deemed to be a reference to corresponding distributions on the Treasury Portfolio. The Company may cause to be made in any Normal Unit Certificates thereafter to be issued such change in phraseology and form (but not in substance) as may be appropriate to reflect the substitution of the Treasury Portfolio for Notes as collateral. The Company shall cause notice of any Tax Event Redemption to be mailed, at least 30 calendar days but not more than 60 calendar days before such Tax Event Redemption Date, to each Holder of Notes to be redeemed at its registered address. Upon the occurrence of a Tax Event Redemption after the successful remarketing of the Notes, the Redemption Price will be payable in cash to the holders of the Notes.

Tax Event Redemption. Upon the occurrence of a Tax Event Redemption prior to the Share Purchase Date or the earlier successful remarketing of the Notes, Notes pursuant to Section 5.4 of the Company may elect to instruct in writing Purchase Contract Agreement and the receipt of the Redemption Price of the Pledged Notes by the Collateral Agent to apply, and upon such written instructionAgent, the Collateral Agent shall applywill, at the written direction of the Company, apply an amount, out of such Redemption Price, equal to the aggregate Redemption Price for the Notes that are components of Normal Units, an amount equal with respect to the aggregate Tax Event Redemption Principal Amount for the Pledged Notes that are components of Normal Units to purchase on behalf of the Holders of Normal Units the Tax Event Redemption Treasury Portfolio Consideration and promptly remit the remaining portion of such Redemption Price Price, if any, to the Purchase Contract Agent for payment to the Holders of such Normal Units. The Collateral Agent shall transfer the Tax Event Redemption Treasury Portfolio will be substituted for the Pledged Notes, and will be pledged Consideration to the Collateral Agent in accordance with the terms of the Pledge Agreement Account to secure the obligation of each Holder all Holders of a Normal Unit Units to purchase Common Shares of the Common Stock Company under the Purchase Contract Contracts constituting a part of such Normal UnitUnits, in substitution for the Pledged Notes. Following the occurrence of a Tax Event Redemption prior to a successful remarketing of the Notes, the Holders of Normal Units and Thereafter the Collateral Agent shall have such security interests, rights and obligations with respect to the Tax Event Redemption Treasury Portfolio Consideration as the Holder of Normal Units and the Collateral Agent it had in respect of the Notes, as the case may be, subject to the Pledge thereof Pledged Notes as provided in Articles II, III, IV, V and VI of the Pledge AgreementVI, and any reference herein or in the Certificates to the Note Notes shall be deemed to be a reference to such Tax Event Redemption Treasury Portfolio Consideration, and any reference herein or in the Certificates to interest on the Notes shall be deemed to be a reference to corresponding distributions on the Treasury Portfolio. The Company may cause to be made in any Normal Unit Certificates thereafter to be issued such change in phraseology and form (but not in substance) as may be appropriate to reflect the substitution of the Treasury Portfolio for Notes as collateral. The Company shall cause notice of any Tax Event Redemption to be mailed, at least 30 calendar days but not more than 60 calendar days before such Tax Event Redemption Date, to each Holder of Notes to be redeemed at its registered addressTreasury Consideration. Upon the occurrence of a Tax Event Redemption after Redemption, the successful remarketing Collateral Agent shall be authorized to surrender the Notes in accordance with the provisions of the Notes, the Redemption Price will be payable in cash to the holders of the NotesIndenture.

Tax Event Redemption. Upon the occurrence of a Tax Event Redemption prior to the successful remarketing of the NotesPurchase Contract Settlement Date, the Company may elect aggregate Redemption Price payable on the Tax Event Redemption Date with respect to instruct in writing the Pledged Senior Notes shall be delivered to the Collateral Agent by the Trustee on or prior to apply12:00 p.m., and upon New York City time, by check or wire transfer in immediately available funds to the Collateral Agent or such written instructionother account as may be designated in writing by the Collateral Agent in exchange for the Pledged Senior Notes. In the event the Collateral Agent receives such Redemption Price, the Collateral Agent shall applywill, at the written direction of the Company, apply an amount, out of the aggregate such Redemption Price for the Notes that are components of Normal UnitsPrice, an amount equal to the aggregate Tax Event Redemption Principal Amount for with respect to the Pledged Senior Notes that are components of Normal Units to purchase on behalf of from the Holders of Normal Units Quotation Agent the Treasury Portfolio and promptly remit the remaining portion of such Redemption Price to the Purchase Contract Agent for payment to the Holders of such Normal UnitsIncome PRIDES. The Collateral Agent shall Transfer (or cause to be transferred) Portfolio Interests representing 100% of the entire Treasury Portfolio will be substituted or to the Collateral Account pursuant to the Pledge hereunder, in substitution for the Pledged Senior Notes. Thereafter, and will be pledged to the Collateral Agent in accordance with the terms of the Pledge Agreement to secure the obligation of each Holder of a Normal Unit to purchase the Common Stock under the Purchase Contract constituting a part of such Normal Unit. Following the occurrence of a Tax Event Redemption prior to a successful remarketing of the Notes, the Holders of Normal Units and the Collateral Agent shall have such security interests, rights and obligations with respect to the Treasury Portfolio Interests as the Holder of Normal Units and the Collateral Agent it had in respect of the Notes, as the case may be, subject to the Pledge thereof Pledged Senior Notes as provided in Articles II, III, IV, V and VI of the Pledge Agreementherein, and any reference herein or in the Certificates to the Note Senior Notes shall be deemed to be a reference to such Treasury Portfolio Interests, and any reference herein or in the Certificates to interest on the Senior Notes shall be deemed to be a reference to corresponding distributions on such Portfolio Interests. During any period greater than one Business Day between the receipt of the Redemption Price in Cash upon the Tax Event Redemption and the payment of all or a portion thereof to the Quotation Agent for the purchase of the Treasury Portfolio, as provided above, the Collateral Agent shall promptly invest any such Cash in Permitted Investments. The Company may cause to be made in any Normal Unit Certificates thereafter to be issued Upon receipt of the Proceeds upon the maturity of such change in phraseology and form (but not in substance) as may be appropriate to reflect Permitted Investments on the substitution date of the purchase of the Treasury Portfolio for Notes as collateral. The Company described above, the Collateral Agent shall cause notice of (i) pay such proceeds (and deliver any Tax Event Redemption certified or cashiers’ checks received and any funds so wired) in an amount equal to be mailed, at least 30 calendar days but not more than 60 calendar days before such Tax Event Redemption Date, to each Holder of Notes to be redeemed at its registered address. Upon the occurrence of a Tax Event Redemption after the successful remarketing purchase price of the Notes, the Redemption Price will be payable in cash Treasury Portfolio to the holders Quotation Agent and (ii) distribute any funds in respect of the Notesinterest earned from the Permitted Investments to the Purchase Contract Agent for payment to the relevant Holders.

Tax Event Redemption. Upon the occurrence of a Tax Event Redemption prior to a Successful Initial Remarketing, or, upon a Failed Initial Remarketing but a Successful Secondary Remarketing or, upon both a Failed Initial Remarketing and a Failed Secondary Remarketing, prior to the successful remarketing of the NotesPurchase Contract Settlement Date, the Company may elect aggregate Redemption Amount for each Pledged Note, plus accrued and unpaid interest on such Pledged Note with respect to instruct in writing any Payment Date on or prior to the Tax Event Redemption Date, shall be delivered to the Collateral Agent by the Note Trustee on or prior to apply12:00 p.m., New York City time, by check or wire transfer in immediately available funds at such place and at such account as may be designated by the Collateral Agent in exchange for the Pledged Notes. In the event the Collateral Agent receives such aggregate Redemption Amount, and upon such written instructionaccrued and unpaid interest (if any), the Collateral Agent shall applywill, out at the written direction of the Company, apply such aggregate Redemption Price for the Notes that are components of Normal Units, an amount equal to the aggregate Tax Event Redemption Principal Amount for the Notes that are components of Normal Units to purchase on behalf of from the Holders of Normal Units Quotation Agent the Treasury Portfolio and promptly remit the remaining portion of such aggregate Redemption Price Amount and such accrued and unpaid interest (if any) to the Purchase Contract Agent for payment to the Holders of such Normal Corporate Units. The Collateral Agent shall Transfer the Treasury Portfolio will be substituted for the Pledged Notes, and will be pledged to the Collateral Agent in accordance with the terms of the Pledge Agreement Account to secure the obligation of each Holder all Holders of a Normal Unit Corporate Units to purchase the shares of Common Stock of the Company under the Purchase Contract Contracts constituting a part of such Normal UnitCorporate Units, in substitution for the Pledged Notes. Following the occurrence of a Tax Event Redemption prior to a successful remarketing of the Notes, the Holders of Normal Units and Thereafter the Collateral Agent shall have such security interests, rights and obligations with respect to the Treasury Portfolio as the Holder of Normal Units and the Collateral Agent it had in respect of the Notes, as the case may be, subject to the Pledge thereof Pledged Notes as provided in Articles II, III, IV, V and VI of the Pledge Agreementhereof, and any reference herein or in the Certificates to the Note Notes shall be deemed to be a reference to such Treasury Portfolio Portfolio, and any reference herein or in the Certificates to interest on the Notes shall be deemed to be a reference to corresponding distributions on the such Treasury Portfolio. The Company may cause to be made in any Normal Unit Certificates thereafter to be issued such change in phraseology and form (but not in substance) as may be appropriate to reflect the substitution of the Treasury Portfolio for Notes as collateral. The Company shall cause notice of any Tax Event Redemption to be mailed, at least 30 calendar days but not more than 60 calendar days before such Tax Event Redemption Date, to each Holder of Notes to be redeemed at its registered address. Upon the occurrence of a Tax Event Redemption after the successful remarketing of the Notes, the Redemption Price will be payable in cash to the holders of the Notes.