Common use of Transfer of Collateral upon Occurrence of Termination Event Clause in Contracts

Transfer of Collateral upon Occurrence of Termination Event. Upon the occurrence of a Termination Event and the transfer to the Stock Purchase Contract Agent of the Trust Preferred Securities or the Treasury Securities, as the case may be, underlying the Normal Common Equity Units and the Stripped Common Equity Units, as the case may be, pursuant to the terms of the Pledge Agreement, the Stock Purchase Contract Agent shall request transfer instructions with respect to such Trust Preferred Securities or Treasury Securities, as the case may be, from each Holder by written request, substantially in the form of Exhibit D hereto, mailed to such Holder at its address as it appears in the Security Register. Upon book-entry transfer of the Normal Common Equity Units or the Stripped Common Equity Units or delivery of a Normal Common Equity Unit Certificate or Stripped Common Equity Unit Certificate to the Stock Purchase Contract Agent with such transfer instructions, the Stock Purchase Contract Agent shall transfer the Trust Preferred Securities or Treasury Securities, as the case may be, underlying such Normal Common Equity Units or Stripped Common Equity Units, as the case may be, to such Holder by book-entry transfer, or other appropriate procedures, in accordance with such instructions. In the event a Holder of Normal Common Equity Units or Stripped Common Equity Units fails to effect such transfer or delivery, the Trust Preferred Securities or Treasury Securities, as the case may be, underlying such Normal Common Equity Units or Stripped Common Equity Units, as the case may be, and any distributions thereon, shall be held in the name of the Stock Purchase Contract Agent or its nominee in trust for the benefit of such Holder, until the earlier to occur of:

Transfer of Collateral upon Occurrence of Termination Event. Upon the occurrence of a Termination Event and the transfer to the Stock Purchase Contract Agent by the Collateral Agent of the Trust Preferred Securities Notes, the appropriate Treasury Consideration or Applicable Ownership Interest in the Treasury Portfolio, or the Treasury Securities, as the case may be, underlying the Normal Common Equity Units and or the Stripped Common Equity Units, as the case may be, pursuant to the terms of the Pledge Agreement, the Stock Purchase Contract Agent shall request transfer instructions with respect to such Trust Preferred Securities Notes or the appropriate Treasury Consideration or Applicable Ownership Interest in the Treasury Portfolio, or Treasury Securities, as the case may be, from each Holder by written request, substantially in the form of Exhibit D hereto, request mailed to such Holder at its address as it appears in the Security Equity Units Register or the Stripped Units Register, as the case may be. Upon book-entry transfer of the Normal Common Equity Units or the Stripped Common Equity Units or delivery of a Normal Common an Equity Unit Units Certificate or Stripped Common Equity Unit Units Certificate to the Stock Purchase Contract Agent with such transfer instructions, the Stock Purchase Contract Agent shall transfer the Trust Preferred Securities Notes, the appropriate Treasury Consideration or Applicable Ownership Interest in the Treasury Portfolio, or Treasury Securities, as the case may be, underlying such Normal Common Equity Units or Stripped Common Equity Units, as the case may be, to such Holder by book-entry transfer, or other appropriate procedures, in accordance with such instructions. In the event a Holder would be entitled to receive less than $1,000 principal amount at maturity of Normal Common any Treasury security, the Agent shall dispose of such Treasury security for cash and deliver such cash to the Holder. In the event a Holder of Equity Units or Stripped Common Equity Units fails to effect such transfer or delivery, the Trust Preferred Securities Notes, the appropriate Treasury Consideration or Applicable Ownership Interest in the Treasury Portfolio or Treasury Securities, as the case may be, underlying such Normal Common Equity Units or Stripped Common Equity Units, as the case may be, and any distributions thereon, shall be held in the name of the Stock Purchase Contract Agent or its nominee in trust for the benefit of such Holder, until (i) such Equity Units or Stripped Units are transferred or the earlier to occur of:Equity Units Certificate or Stripped Units Certificate is surrendered or such Holder provides satisfactory evidence that such Equity Units Certificate or Stripped Units Certificate has been destroyed, lost or stolen, together with any indemnity that may be required by the Agent and the Company; and (ii) the expiration of the time period specified in the abandoned property laws of the relevant State.

Transfer of Collateral upon Occurrence of Termination Event. Upon the occurrence of a Termination Event and the transfer to the Stock Purchase Contract Agent of the Trust Preferred Securities Notes, the appropriate Applicable Ownership Interest of the Treasury Portfolio or the Treasury Securities, as the case may be, underlying the Normal Common Equity Units Income PRIDES and the Stripped Common Equity Units, as the case may be, Growth PRIDES pursuant to the terms of the Pledge Agreement, the Stock Purchase Contract Agent shall request transfer instructions with respect to such Trust Preferred Securities Notes or the appropriate Applicable Ownership Interest of the Treasury Portfolio or Treasury Securities, as the case may be, from each Holder by written request, substantially in the form of Exhibit D hereto, request mailed to such Holder at its address as it appears in the Security Income PRIDES Register or the Growth PRIDES Register, as the case may be. Upon book-entry transfer of the Normal Common Equity Units Income PRIDES or the Stripped Common Equity Units Growth PRIDES or delivery of a Normal Common Equity Unit an Income PRIDES Certificate or Stripped Common Equity Unit a Growth PRIDES Certificate to the Stock Purchase Contract Agent with such transfer instructions, the Stock Purchase Contract Agent shall transfer the Trust Preferred Securities Notes, the Applicable Ownership Interest of the Treasury Portfolio or Treasury Securities, as the case may be, underlying such Normal Common Equity Units Income PRIDES or Stripped Common Equity UnitsGrowth PRIDES, as the case may be, to such Holder by book-entry transfer, or other appropriate procedures, in accordance with such instructions; provided, however, that, to the extent that a Holder of Income PRIDES or Growth PRIDES would otherwise be entitled to receive less than $1,000 principal amount at maturity of the Treasury Portfolio or the Treasury Securities, the Agent shall dispose of such securities for cash, and transfer the appropriate amount of such cash to such Holder in accordance with such Holder's instructions. In the event a Holder of Normal Common Equity Units Income PRIDES or Stripped Common Equity Units Growth PRIDES fails to effect such transfer or delivery, the Trust Preferred Securities Notes, the appropriate Applicable Ownership Interest of the Treasury Portfolio or Treasury Securities, as the case may be, underlying such Normal Common Equity Units Income PRIDES or Stripped Common Equity UnitsGrowth PRIDES, as the case may be, and any distributions thereon, shall be held in the name of the Stock Purchase Contract Agent or its nominee in trust for the benefit of such Holder, until such Income PRIDES or Growth PRIDES are transferred or the earlier to occur of:Income PRIDES Certificate or Growth PRIDES Certificate is surrendered or such Holder provides satisfactory evidence that such Income PRIDES Certificate or Growth PRIDES Certificate has been destroyed, lost or stolen, together with any indemnity that may be required by the Agent and the Company.

Transfer of Collateral upon Occurrence of Termination Event. Upon the occurrence of a Termination Event and the transfer to the Stock Purchase Contract Agent of the Trust Preferred Securities Notes or the appropriate Treasury Consideration or the Treasury Securities, as the case may be, underlying the Normal Common Equity Units and the Stripped Common Equity Units, as the case may be, Units pursuant to the terms of the Pledge Agreement, the Stock Purchase Contract Agent shall request transfer instructions with respect to such Trust Preferred Securities Notes or the appropriate Treasury Consideration or Treasury Securities, as the case may be, from each Holder by written request, substantially in the form of Exhibit D hereto, request mailed to such Holder at its address as it appears in the Security Normal Units Register or the Stripped Units Register, as the case may be. Upon book-entry transfer of the Normal Common Equity Units or the Stripped Common Equity Units or delivery of a Normal Common Equity Unit Units Certificate or Stripped Common Equity Unit Units Certificate to the Stock Purchase Contract Agent with such transfer instructions, the Stock Purchase Contract Agent shall transfer the Trust Preferred Notes, the appropriate Treasury Consideration or the Treasury Securities or Treasury Securities, as the case may be, underlying such Normal Common Equity Units or Stripped Common Equity Units, as the case may be, to such Holder by book-entry transfer, or other appropriate procedures, in accordance with such instructions. In the event a Holder of Normal Common Equity Units or Stripped Common Equity Units fails to effect such transfer or delivery, the Trust Preferred Securities Notes, the appropriate Treasury Consideration or the Treasury Securities, as the case may be, underlying such Normal Common Equity Units or Stripped Common Equity Units, as the case may be, and any distributions thereon, shall be held in the name of the Stock Purchase Contract Agent or its nominee in trust for the benefit of such Holder, until such Normal Units or Stripped Units are transferred or the earlier Normal Units Certificate or Stripped Units Certificate is surrendered or such Holder provides satisfactory evidence that such Normal Units Certificate or Stripped Units Certificate has been destroyed, lost or stolen, together with any indemnity that may be required by the Agent and the Company. In the case of the Treasury Portfolio or any Treasury Securities, the Agent may dispose of the subject securities for cash and pay the applicable portion of such cash to occur of:the Holders in lieu of such Holders’ Treasury Securities, where such Holder would otherwise have been entitled to receive less than $1,000 of any such security.

Transfer of Collateral upon Occurrence of Termination Event. Upon the occurrence of a Termination Event and the transfer to the Stock Purchase Contract Agent of the Trust Preferred Securities Securities, the Debentures, the appropriate Applicable Ownership Interest of the Treasury Portfolio or the Treasury Securities, as the case may be, underlying the Normal Common Equity Units Corporate PIES and the Stripped Common Equity Units, as the case may be, Treasury PIES pursuant to the terms of the Pledge Agreement, the Stock Purchase Contract Agent shall request transfer instructions with respect to such Trust Preferred Securities or Debentures or the appropriate Applicable Ownership Interest of the Treasury Portfolio or Treasury Securities, as the case may be, from each Holder by written request, substantially in the form of Exhibit D hereto, mailed to such Holder at its address as it appears in the Security Corporate PIES Register or the Treasury PIES Register, as the case may be. Upon book-entry transfer of the Normal Common Equity Units Corporate PIES or the Stripped Common Equity Units Treasury PIES or delivery of a Normal Common Equity Unit Corporate PIES Certificate or Stripped Common Equity Unit Treasury PIES Certificate to the Stock Purchase Contract Agent with such transfer instructions, the Stock Purchase Contract Agent shall transfer the Trust Preferred Securities Securities, the Debentures, the appropriate Applicable Ownership Interest of the Treasury Portfolio or Treasury Securities, as the case may be, underlying such Normal Common Equity Units Corporate PIES or Stripped Common Equity UnitsTreasury PIES, as the case may be, to such Holder by book-entry transfer, or other appropriate procedures, in accordance with such instructions. In the event a Holder of Normal Common Equity Units Corporate PIES or Stripped Common Equity Units Treasury PIES fails to effect such transfer or delivery, the Trust Preferred Securities Securities, the Debentures, the appropriate Applicable Ownership Interest of the Treasury Portfolio or Treasury Securities, as the case may be, underlying such Normal Common Equity Units Corporate PIES or Stripped Common Equity UnitsTreasury PIES, as the case may be, and any distributions thereon, shall be held in the name of the Stock Purchase Contract Agent or its nominee in trust for the benefit of such Holder, until the earlier to occur of:of (a) such Corporate PIES or Treasury PIES are transferred or the Corporate PIES Certificate or Treasury PIES Certificate is surrendered or such Holder provides satisfactory evidence that such Corporate PIES Certificate or Treasury PIES Certificate has been destroyed, lost or stolen, together with any indemnity that may be required by the Agent and the Company and (b) the expiration of the time period specified in the abandoned property laws of the relevant State.

Transfer of Collateral upon Occurrence of Termination Event. Upon the occurrence of a Termination Event and the transfer to the Stock Purchase Contract Agent of the Trust Preferred Securities applicable Debentures (or, if such Termination Event occurs after a Remarketing Settlement Date and prior to the applicable Stock Purchase Date, an interest in the Treasury Portfolio) or the applicable Qualifying Treasury Securities, as the case may be, underlying the Normal Common Equity Corporate Units and the Stripped Common Equity Treasury Units, as the case may be, pursuant to the terms of the Pledge Agreement, the Stock Purchase Contract Agent shall request transfer instructions with respect to such Trust Preferred Securities applicable Debentures (or, if such Termination Event occurs after a Remarketing Settlement Date and prior to the applicable Stock Purchase Date, an interest in the Treasury Portfolio) or applicable Qualifying Treasury Securities, as the case may be, from each Holder by written request, substantially in the form of Exhibit D heretoD, mailed to such Holder at its address as it appears in the Security Register. Upon book-entry transfer of the Normal Common Equity Corporate Units or the Stripped Common Equity Treasury Units or delivery of a Normal Common Equity Corporate Unit Certificate or Stripped Common Equity Treasury Unit Certificate Certificate, as the case may be, to the Stock Purchase Contract Agent with such transfer instructions, the Stock Purchase Contract Agent shall transfer the Trust Preferred Securities applicable Debentures (or, if such Termination Event occurs after a Remarketing Settlement Date and prior to the applicable Stock Purchase Date, an interest in the Treasury Portfolio) or applicable Qualifying Treasury Securities, as the case may be, underlying such Normal Common Equity Corporate Units or Stripped Common Equity Treasury Units, as the case may be, to such Holder by book-entry transfer, or other appropriate procedures, in accordance with such instructions. In the event a Holder of Normal Common Equity Corporate Units or Stripped Common Equity Treasury Units fails to effect such transfer or delivery, the Trust Preferred Securities applicable Debentures (or, if such Termination Event occurs after a Remarketing Settlement Date and prior to the applicable Stock Purchase Date, an interest in the Treasury Portfolio) or applicable Qualifying Treasury Securities, as the case may be, underlying such Normal Common Equity Corporate Units or Stripped Common Equity Treasury Units, as the case may be, and any distributions thereon, shall be held in the name of the Stock Purchase Contract Agent or its nominee in trust for the benefit of such Holder, until the earlier to occur of:

Transfer of Collateral upon Occurrence of Termination Event. Upon the occurrence of a Termination Event and the transfer to the Stock Purchase Contract Agent of the Trust Preferred Securities Capital Securities, the appropriate Applicable Ownership Interest of the Treasury Portfolio or the Treasury Securities, as the case may be, underlying the Normal Common Equity Units Income PRIDES and the Stripped Common Equity Units, as the case may be, Growth PRIDES pursuant to the terms of the Pledge Agreement, the Stock Purchase Contract Agent shall request transfer instructions with respect to such Trust Preferred Capital Securities or the appropriate Applicable Ownership Interest of the Treasury Portfolio or Treasury Securities, as the case may be, from each Holder by written request, substantially in the form of Exhibit D hereto, request mailed to such Holder at its address as it appears in the Security Income PRIDES Register or the Growth PRIDES Register, as the case may be. Upon book-entry transfer of the Normal Common Equity Units Income PRIDES or the Stripped Common Equity Units Growth PRIDES or delivery of a Normal Common Equity Unit an Income PRIDES Certificate or Stripped Common Equity Unit Growth PRIDES Certificate to the Stock Purchase Contract Agent with such transfer instructions, the Stock Purchase Contract Agent shall transfer the Trust Preferred Securities Capital Securities, the Treasury Portfolio or Treasury Securities, as the case may be, underlying such Normal Common Equity Units Income PRIDES or Stripped Common Equity UnitsGrowth PRIDES, as the case may be, to such Holder by book-entry transfer, or other appropriate procedures, in accordance with such instructions. In the event a Holder of Normal Common Equity Units Income PRIDES or Stripped Common Equity Units Growth PRIDES fails to effect such transfer or delivery, the Trust Preferred Securities Capital Securities, the appropriate Applicable Ownership Interest of the Treasury Portfolio or Treasury Securities, as the case may be, underlying such Normal Common Equity Units Income PRIDES or Stripped Common Equity UnitsGrowth PRIDES, as the case may be, and any distributions thereon, shall be held in the name of the Stock Purchase Contract Agent or its nominee in trust for the benefit of such Holder, until such Income PRIDES or Growth PRIDES are transferred or the earlier to occur of:Income PRIDES Certificate or Growth PRIDES Certificate is surrendered or such Holder provides satisfactory evidence that such Income PRIDES Certificate or Growth PRIDES Certificate has been destroyed, lost or stolen, together with any indemnity that may be required by the Agent and the Company.

Transfer of Collateral upon Occurrence of Termination Event. Upon the occurrence of a Termination Event and the transfer to the Stock Purchase Contract Agent of the Trust Preferred Securities Senior Notes, Treasury Portfolio Interest or the Treasury Securities, as the case may be, underlying relating to the Normal Common Equity Units Corporate PIES and the Stripped Common Equity UnitsTreasury PIES, as the case may be, pursuant to the terms of the Pledge Agreement, the Stock Purchase Contract Agent shall request transfer instructions with respect to such Trust Preferred Securities Senior Notes, Treasury Portfolio Interest or Treasury Securities, as the case may be, from each Holder by written request, substantially in the form of Exhibit D E hereto, mailed to such Holder at its address as it appears in the Security Corporate PIES Register or the Treasury PIES Register, as the case may be. Upon book-entry transfer of the Normal Common Equity Units Corporate PIES or the Stripped Common Equity Units Treasury PIES or delivery of a Normal Common Equity Unit Corporate PIES Certificate or Stripped Common Equity Unit Treasury PIES Certificate to the Stock Purchase Contract Agent with such transfer instructions, the Stock Purchase Contract Agent shall transfer the Trust Preferred Securities such Senior Notes, Treasury Portfolio Interest or Treasury Securities, as the case may be, underlying relating to such Normal Common Equity Units Corporate PIES or Stripped Common Equity UnitsTreasury PIES, as the case may be, to such Holder by book-entry transfer, or other appropriate procedures, in accordance with such instructions. In the event a Holder of Normal Common Equity Units Corporate PIES or Stripped Common Equity Units Treasury PIES fails to effect such transfer or delivery, the Trust Preferred Securities such Senior Notes, Treasury Portfolio Interest or Treasury Securities, as the case may be, underlying relating to such Normal Common Equity Units Corporate PIES or Stripped Common Equity UnitsTreasury PIES, as the case may be, and any distributions interest thereon, shall be held in the name of the Stock Purchase Contract Agent or its nominee in trust for the benefit of such Holder, until the earlier to occur of:

Transfer of Collateral upon Occurrence of Termination Event. Upon the occurrence of a Termination Event and the transfer to the Stock Purchase Contract Agent of the Trust Preferred Securities Debentures, the appropriate Applicable Ownership Interest of the Treasury Portfolio or the Treasury Securities, as the case may be, underlying the Normal Common Equity Units Income PRIDES and the Stripped Common Equity Units, as the case may be, Growth PRIDES pursuant to the terms of the Pledge Agreement, the Stock Purchase Contract Agent shall request transfer instructions with respect to such Trust Preferred Securities Debentures or the appropriate Applicable Ownership Interest of the Treasury Portfolio or Treasury Securities, as the case may be, from each Holder by written request, substantially in the form of Exhibit D hereto, request mailed to such Holder at its address as it appears in the Security Income PRIDES Register or the Growth PRIDES Register, as the case may be. Upon book-entry transfer of the Normal Common Equity Units Income PRIDES or the Stripped Common Equity Units Growth PRIDES or delivery of a Normal Common Equity Unit an Income PRIDES Certificate or Stripped Common Equity Unit Growth PRIDES Certificate to the Stock Purchase Contract Agent with such transfer instructions, the Stock Purchase Contract Agent shall transfer the Trust Preferred Securities Debentures, the Applicable Ownership Interest of the Treasury Portfolio or Treasury Securities, as the case may be, underlying such Normal Common Equity Units Income PRIDES or Stripped Common Equity UnitsGrowth PRIDES, as the case may be, to such Holder by book-entry transfer, or other appropriate procedures, in accordance with such instructions; provided, however, that, to the extent that a Holder of Income PRIDES or Growth PRIDES would otherwise be entitled to receive less than $1,000 principal amount at maturity of the Treasury Portfolio or the Treasury Securities, the Agent shall dispose of such securities for cash, and transfer the appropriate amount of such cash to such Holder in accordance with such Holder's instructions. In the event a Holder of Normal Common Equity Units Income PRIDES or Stripped Common Equity Units Growth PRIDES fails to effect such transfer or delivery, the Trust Preferred Securities Debentures, the appropriate Applicable Ownership Interest of the Treasury Portfolio or Treasury Securities, as the case may be, underlying such Normal Common Equity Units Income PRIDES or Stripped Common Equity UnitsGrowth PRIDES, as the case may be, and any distributions thereon, shall be held in the name of the Stock Purchase Contract Agent or its nominee in trust for the benefit of such Holder, until such Income PRIDES or Growth PRIDES are transferred or the earlier to occur of:Income PRIDES Certificate or Growth PRIDES Certificate is surrendered or such Holder provides satisfactory evidence that such Income PRIDES Certificate or Growth PRIDES Certificate has been destroyed, lost or stolen, together with any indemnity that may be required by the Agent and the Company.

Transfer of Collateral upon Occurrence of Termination Event. Upon the occurrence of a Termination Event and the transfer to the Stock Purchase Contract Agent of the Trust Preferred Securities Senior Notes or the Treasury Securities, as the case may be, underlying the Normal Common Equity Units Corporate PIES and the Stripped Common Equity UnitsTreasury PIES, as the case may be, pursuant to the terms of the Pledge Agreement, the Stock Purchase Contract Agent shall request transfer instructions with respect to such Trust Preferred Securities Senior Notes or Treasury Securities, as the case may be, from each Holder by written request, substantially in the form of Exhibit D hereto, mailed to such Holder at its address as it appears in the Security Corporate PIES Register or the Treasury PIES Register, as the case may be. Upon book-entry transfer of the Normal Common Equity Units Corporate PIES or the Stripped Common Equity Units Treasury PIES or delivery of a Normal Common Equity Unit Corporate PIES Certificate or Stripped Common Equity Unit Treasury PIES Certificate to the Stock Purchase Contract Agent with such transfer instructions, the Stock Purchase Contract Agent shall transfer the Trust Preferred Securities Senior Notes or Treasury Securities, as the case may be, underlying such Normal Common Equity Units Corporate PIES or Stripped Common Equity UnitsTreasury PIES, as the case may be, to such Holder by book-entry transfer, or other appropriate procedures, in accordance with such instructions. In the event a Holder of Normal Common Equity Units Corporate PIES or Stripped Common Equity Units Treasury PIES fails to effect such transfer or delivery, the Trust Preferred Securities Senior Notes or Treasury Securities, as the case may be, underlying such Normal Common Equity Units Corporate PIES or Stripped Common Equity UnitsTreasury PIES, as the case may be, and any distributions interest thereon, shall be held in the name of the Stock Purchase Contract Agent or its nominee in trust for the benefit of such Holder, until the earlier to occur of:

Transfer of Collateral upon Occurrence of Termination Event. Upon the occurrence of a Termination Event and the transfer to the Stock Purchase Contract Agent of the Trust Preferred Securities Senior Notes, the appropriate Applicable Ownership Interest of the Treasury Portfolio or the Treasury Securities, as the case may be, underlying the Normal Common Equity Units Income PRIDES and the Stripped Common Equity Units, as the case may be, Growth PRIDES pursuant to the terms of the Pledge Agreement, the Stock Purchase Contract Agent shall request transfer instructions with respect to such Trust Preferred Securities Senior Notes or the appropriate Applicable Ownership Interest of the Treasury Portfolio or Treasury Securities, as the case may be, from each Holder by written request, substantially in the form of Exhibit D hereto, request mailed to such Holder at its address as it appears in the Security Income PRIDES Register or the Growth PRIDES Register, as the case may be. Upon book-entry transfer of the Normal Common Equity Units Income PRIDES or the Stripped Common Equity Units Growth PRIDES or delivery of a Normal Common Equity Unit an Income PRIDES Certificate or Stripped Common Equity Unit a Growth PRIDES Certificate to the Stock Purchase Contract Agent with such transfer instructions, the Stock Purchase Contract Agent shall transfer the Trust Preferred Securities Senior Notes, the Applicable Ownership Interest of the Treasury Portfolio or Treasury Securities, as the case may be, underlying such Normal Common Equity Units Income PRIDES or Stripped Common Equity UnitsGrowth PRIDES, as the case may be, to such Holder by book-entry transfer, or other appropriate procedures, in accordance with such instructions; provided, however, that, to the extent that a Holder of Income PRIDES or Growth PRIDES would otherwise be entitled to receive less than $1,000 principal amount at maturity of the Treasury Portfolio or the Treasury Securities, the Agent shall dispose of such securities for cash, and transfer the appropriate amount of such cash to such Holder in accordance with such Holder's instructions. In the event a Holder of Normal Common Equity Units Income PRIDES or Stripped Common Equity Units Growth PRIDES fails to effect such transfer or delivery, the Trust Preferred Securities Senior Notes, the appropriate Applicable Ownership Interest of the Treasury Portfolio or Treasury Securities, as the case may be, underlying such Normal Common Equity Units Income PRIDES or Stripped Common Equity UnitsGrowth PRIDES, as the case may be, and any distributions thereon, shall be held in the name of the Stock Purchase Contract Agent or its nominee in trust for the benefit of such Holder, until such Income PRIDES or Growth PRIDES are transferred or the earlier to occur of:Income PRIDES Certificate or Growth PRIDES Certificate is surrendered or such Holder provides satisfactory evidence that such Income PRIDES Certificate or Growth PRIDES Certificate has been destroyed, lost or stolen, together with any indemnity that may be required by the Agent and the Company.

Transfer of Collateral upon Occurrence of Termination Event. Upon the occurrence of a Termination Event and the transfer to the Stock Purchase Contract Agent of the Trust Preferred Securities Senior Notes, the appropriate Applicable Ownership Interest of the Treasury Portfolio or the Treasury Securities, as the case may be, underlying the Normal Common Equity Corporate Units and the Stripped Common Equity Units, as the case may be, Treasury Units pursuant to the terms of the Pledge Agreement, the Stock Purchase Contract Agent shall request transfer instructions with respect to such Trust Preferred Securities Senior Notes or the appropriate Applicable Ownership Interest of the Treasury Portfolio or Treasury Securities, as the case may be, from each Holder by written request, substantially in the form of Exhibit D hereto, request mailed to such Holder at its address as it appears in the Security Corporate Units Register or the Treasury Units Register, as the case may be. Upon book-entry transfer of the Normal Common Equity Corporate Units or the Stripped Common Equity Treasury Units or delivery of a Normal Common Equity Unit Corporate Units Certificate or Stripped Common Equity Unit Treasury Units Certificate to the Stock Purchase Contract Agent with such transfer instructions, the Stock Purchase Contract Agent shall transfer the Trust Preferred Securities Senior Notes, the Applicable Ownership Interest of the Treasury Portfolio or Treasury Securities, as the case may be, underlying such Normal Common Equity Corporate Units or Stripped Common Equity Treasury Units, as the case may be, to such Holder by book-entry transfer, or other appropriate procedures, in accordance with such instructions; provided, however, that, to the extent that a Holder of Corporate Units or Treasury Units would otherwise be entitled to receive less than $1,000 principal amount at maturity of the Treasury Portfolio or the Treasury Securities, the Agent shall dispose of such securities for cash using a customary method (and shall have no liability relating to the amount of cash so received, unless any deficiency in the amount of such cash arose from the negligence, willful misconduct or bad faith of the Agent), and transfer the appropriate amount of such cash to such Holder in accordance with such Holder's instructions. In the event a Holder of Normal Common Equity Corporate Units or Stripped Common Equity Treasury Units fails to effect such transfer or delivery, the Trust Preferred Securities Senior Notes, the appropriate Applicable Ownership Interest of the Treasury Portfolio or Treasury Securities, as the case may be, underlying such Normal Common Equity Corporate Units or Stripped Common Equity Treasury Units, as the case may be, and any distributions thereon, shall be held in the name of the Stock Purchase Contract Agent or its nominee in trust for the benefit of such Holder, until such Corporate Units or Treasury Units are transferred or the earlier to occur of:Corporate Units Certificate or Treasury Units Certificate is surrendered or such Holder provides satisfactory evidence that such Corporate Units Certificate or Treasury Units Certificate has been destroyed, lost or stolen, together with any indemnity that may be required by the Agent and the Company.

Transfer of Collateral upon Occurrence of Termination Event. Upon the occurrence of a Termination Event and the transfer to the Stock Purchase Contract Agent of the Trust Preferred Securities Debt Securities, the appropriate Applicable Ownership Interest in the Treasury Portfolio or the Treasury Securities, as the case may be, underlying the Normal Common Equity Units Type A Securities and the Stripped Common Equity Units, as the case may be, Type B Securities pursuant to the terms of the Pledge Agreement, the Stock Purchase Contract Agent shall request transfer instructions with respect to such Trust Preferred Debt Securities or the appropriate Applicable Ownership Interest in the Treasury Portfolio or Treasury Securities, as the case may be, from each Holder by written request, substantially in the form of Exhibit D hereto, request mailed to such Holder at its address as it appears in the Security Type A Register or the Type B Register, as the case may be. Upon book-entry transfer of the Normal Common Equity Units Type A Securities or the Stripped Common Equity Units Type B Securities or delivery of a Normal Common Equity Unit Type A Certificate or Stripped Common Equity Unit Type B Certificate to the Stock Purchase Contract Agent with such transfer instructions, the Stock Purchase Contract Agent shall transfer the Trust Preferred Securities Debt Securities, the Treasury Portfolio or Treasury Securities, as the case may be, underlying such Normal Common Equity Units Type A Securities or Stripped Common Equity UnitsType B Securities, as the case may be, to such Holder by book-entry transfer, or other appropriate procedures, in accordance with such instructions. In the event a Holder of Normal Common Equity Units Type A Securities or Stripped Common Equity Units Type B Securities fails to effect such transfer or delivery, the Trust Preferred Securities Debt Securities, the appropriate Applicable Ownership Interest in the Treasury Portfolio or Treasury Securities, as the case may be, underlying such Normal Common Equity Units Type A Securities or Stripped Common Equity UnitsType B Securities, as the case may be, and any distributions interest thereon, shall be held in the name of the Stock Purchase Contract Agent or its nominee in trust for the benefit of such Holder, until such Type A Securities or Type B Securities are transferred or the earlier Type A Certificate or Type B Certificate is surrendered or such Holder provides satisfactory evidence that such Type A Certificate or Type B Certificate has been destroyed, lost or stolen, together with any indemnity that may be required by the Agent and the Company. In the case of the Treasury Portfolio or any Treasury Securities, the Purchase Contract Agent may dispose of the subject securities for cash and pay the applicable portion of such cash to occur of:the Holders in lieu of such Holders' Applicable Ownership Interest in such Treasury Portfolio, or any Treasury Securities, where such Holder would otherwise have been entitled to receive less than $1,000 of any such security.

Transfer of Collateral upon Occurrence of Termination Event. Upon the occurrence of a Termination Event and the transfer to the Stock Purchase Contract Agent of the Trust Preferred Debt Securities , the appropriate Applicable Ownership Interest in the Treasury Portfolio or the Treasury Securities, as the case may be, underlying the Normal Common Equity Units and the Stripped Common Equity Units, as the case may be, Units pursuant to the terms of the Pledge Agreement, the Stock Purchase Contract Agent shall request transfer instructions with respect to such Trust Preferred Debt Securities or the appropriate Applicable Ownership Interest in the Treasury Portfolio or Treasury Securities, as the case may be, from each Holder by written request, substantially in the form of Exhibit D hereto, request mailed to such Holder at its address as it appears in the Security Normal Unit Register or the Stripped Unit Register, as the case may be. Upon book-entry transfer of the Normal Common Equity Units or the Stripped Common Equity Units or delivery of a Normal Common Equity Unit Certificate or Stripped Common Equity Unit Certificate to the Stock Purchase Contract Agent with such transfer instructions, the Stock Purchase Contract Agent shall transfer the Trust Preferred Securities Debt Securities, the Treasury Portfolio or Treasury Securities, as the case may be, underlying such Normal Common Equity Units or Stripped Common Equity Units, as the case may be, to such Holder by book-entry transfer, or other appropriate procedures, in accordance with such instructions. In the event a Holder of Normal Common Equity Units or Stripped Common Equity Units fails to effect such transfer or delivery, the Trust Preferred Securities Debt Securities, the appropriate Applicable Ownership Interest in the Treasury Portfolio or Treasury Securities, as the case may be, underlying such Normal Common Equity Units or Stripped Common Equity Units, as the case may be, and any distributions thereon, shall be held in the name of the Stock Purchase Contract Agent or its nominee in trust for the benefit of such Holder, until such Normal Units or Stripped Units are transferred or the earlier Normal Unit Certificate or Stripped Unit Certificate is surrendered or such Holder provides satisfactory evidence that such Normal Unit Certificate or Stripped Unit Certificate has been destroyed, lost or stolen, together with any indemnity that may be required by the Agent and the Company. In the case of the Treasury Portfolio or any Treasury Securities, the Agent may dispose of the subject securities for cash and pay the applicable portion of such cash to occur of:the Holders in lieu of such Holders' Applicable Ownership Interest in such Treasury Portfolio, or any Treasury Securities, where such Holder would otherwise have been entitled to receive less than $1,000 of any such security.

Transfer of Collateral upon Occurrence of Termination Event. Upon the occurrence of a Termination Event and the transfer to the Stock Purchase Contract Agent of the Trust Preferred Securities Debt Securities, the appropriate Applicable Ownership Interest of the Treasury Portfolio or the Treasury Securities, as the case may be, underlying the Normal Common Equity Units Type A Securities and the Stripped Common Equity Units, as the case may be, Type B Securities pursuant to the terms of the Pledge Agreement, the Stock Purchase Contract Agent shall request transfer instructions with respect to such Trust Preferred Debt Securities or the appropriate Applicable Ownership Interest of the Treasury Portfolio or Treasury Securities, as the case may be, from each Holder by written request, substantially in the form of Exhibit D hereto, request mailed to such Holder at its address as it appears in the Security Type A Register or the Type B Register, as the case may be. Upon book-entry transfer of the Normal Common Equity Units Type A Securities or the Stripped Common Equity Units Type B Securities or delivery of a Normal Common Equity Unit Type A Certificate or Stripped Common Equity Unit Type B Certificate to the Stock Purchase Contract Agent with such transfer instructions, the Stock Purchase Contract Agent shall transfer the Trust Preferred Securities Debt Securities, the Treasury Portfolio or Treasury Securities, as the case may be, underlying such Normal Common Equity Units Type A Securities or Stripped Common Equity UnitsType B Securities, as the case may be, to such Holder by book-entry transfer, or other appropriate procedures, in accordance with such instructions. In the event a Holder of Normal Common Equity Units Type A Securities or Stripped Common Equity Units Type B Securities fails to effect such transfer or delivery, the Trust Preferred Securities Debt Securities, the appropriate Applicable Ownership Interest of the Treasury Portfolio or Treasury Securities, as the case may be, underlying such Normal Common Equity Units Type A Securities or Stripped Common Equity UnitsType B Securities, as the case may be, and any distributions interest thereon, shall be held in the name of the Stock Purchase Contract Agent or its nominee in trust for the benefit of such Holder, until such Type A Securities or Type B Securities are transferred or the earlier to occur of:Type A Certificate or Type B Certificate is surrendered or such Holder provides satisfactory evidence that such Type A Certificate or Type B Certificate has been destroyed, lost or stolen, together with any indemnity that may be required by the Agent and the Company.

Transfer of Collateral upon Occurrence of Termination Event. Upon the occurrence of a Termination Event and the transfer to the Stock Purchase Contract Warrant Agent of the Trust Preferred Securities Notes, the appropriate Applicable Ownership Interest of the Treasury Portfolio or the Treasury Securities, as the case may be, underlying the Normal Common Equity Units and the Stripped Common Treasury Equity Units, as the case may be, pursuant to the terms of the Pledge Agreement, the Stock Purchase Contract Warrant Agent shall request transfer instructions with respect to such Trust Preferred Securities Notes, the appropriate Applicable Ownership Interest of the Treasury Portfolio or Treasury Securities, as the case may be, from each Holder by written request, substantially in the form of Exhibit EXHIBIT D hereto, mailed to such Holder at its address as it appears in the Security Register. Upon book-entry transfer of the Normal Common Equity Units or the Stripped Common Treasury Equity Units or delivery of a Normal Common an Equity Unit Units Certificate or Stripped Common Treasury Equity Unit Units Certificate to the Stock Purchase Contract Warrant Agent with such transfer instructions, the Stock Purchase Contract Warrant Agent shall transfer the Trust Preferred Securities Notes, the appropriate Applicable Ownership Interest of the Treasury Portfolio or Treasury Securities, as the case may be, underlying such Normal Common Equity Units or Stripped Common Treasury Equity Units, as the case may be, to such Holder by book-entry transfer, or other appropriate procedures, in accordance with such instructions; provided, however, that, to the extent that a Holder of Equity Units or Treasury Equity Units would otherwise be entitled to receive less than $1,000 principal amount at maturity of the Treasury Portfolio or the Treasury Securities, the Warrant Agent shall dispose of such securities for cash using a customary method (and shall have no liability relating to the amount of cash so received, unless any deficiency in the amount of such cash arose from the gross negligence, willful misconduct or bad faith of the Warrant Agent), and transfer the appropriate amount of such cash to such Holder in accordance with such Holder's instructions. In the event a Holder of Normal Common Equity Units or Stripped Common Treasury Equity Units fails to effect such transfer or delivery, the Trust Preferred Securities Notes, the appropriate Applicable Ownership Interest of the Treasury Portfolio or Treasury Securities, as the case may be, underlying such Normal Common Equity Units or Stripped Common Treasury Equity Units, as the case may be, and any distributions thereon, shall be held in the name of the Stock Purchase Contract Warrant Agent or its nominee in trust for the benefit of such Holder, until the earlier to occur of:

Transfer of Collateral upon Occurrence of Termination Event. Upon the occurrence of a Termination Event and the transfer to the Stock Purchase Contract Agent of the Trust Preferred Securities Senior Notes, Treasury Portfolio or the Treasury Securities, as the case may be, underlying relating to the Normal Common Equity Units Corporate PIES and the Stripped Common Equity UnitsTreasury PIES, as the case may be, pursuant to the terms of the Pledge Agreement, the Stock Purchase Contract Agent shall request transfer instructions with respect to such Trust Preferred Securities Senior Notes, Treasury Portfolio Interest or Treasury Securities, as the case may be, from each Holder by written request, substantially in the form of Exhibit D E hereto, mailed to such Holder at its address as it appears in the Security Corporate PIES Register or the Treasury PIES Register, as the case may be. Upon book-entry transfer of the Normal Common Equity Units Corporate PIES or the Stripped Common Equity Units Treasury PIES or delivery of a Normal Common Equity Unit Corporate PIES Certificate or Stripped Common Equity Unit Treasury PIES Certificate to the Stock Purchase Contract Agent with such transfer instructions, the Stock Purchase Contract Agent shall transfer the Trust Preferred Securities such Senior Notes, Treasury Portfolio Interest or Treasury Securities, as the case may be, underlying relating to such Normal Common Equity Units Corporate PIES or Stripped Common Equity UnitsTreasury PIES, as the case may be, to such Holder by book-entry transfer, or other appropriate procedures, in accordance with such instructions. In the event a Holder of Normal Common Equity Units Corporate PIES or Stripped Common Equity Units Treasury PIES fails to effect such transfer or delivery, the Trust Preferred Securities such Senior Notes, Treasury Portfolio Interest or Treasury Securities, as the case may be, underlying relating to such Normal Common Equity Units Corporate PIES or Stripped Common Equity UnitsTreasury PIES, as the case may be, and any distributions interest thereon, shall be held in the name of the Stock Purchase Contract Agent or its nominee in trust for the benefit of such Holder, until the earlier to occur of:

Transfer of Collateral upon Occurrence of Termination Event. Upon the occurrence of a Termination Event and the transfer to the Stock Purchase Contract Agent of the Trust Preferred Securities Notes, the Applicable Ownership Interest in the Treasury Portfolio or the Treasury Securities, as the case may be, underlying the Normal Common Equity Units and the Stripped Common Equity Units, as the case may berespectively, pursuant to the terms of the Pledge Agreement, the Stock Purchase Contract Agent shall request transfer instructions with respect to such Trust Preferred Securities Notes, the Applicable Ownership Interest in the Treasury Portfolio or Treasury Securities, as the case may be, from each Holder by written request, substantially in the form of Exhibit D hereto, request mailed to such Holder at its address as it appears in the Security Normal Units Register or the Stripped Units Register, as the case may be. Upon book-entry transfer of the Normal Common Equity Units or the Stripped Common Equity Units or delivery of a Normal Common Equity Unit Units Certificate or Stripped Common Equity Unit Units Certificate to the Stock Purchase Contract Agent with such transfer instructions, the Stock Purchase Contract Agent shall transfer Transfer the Trust Preferred Securities Notes, Applicable Ownership Interest in the Treasury Portfolio or Treasury Securities, as the case may be, underlying such Normal Common Equity Units or Stripped Common Equity Units, as the case may berespectively, to such Holder by book-entry transfer, or other appropriate procedures, in accordance with such instructions. In the event a Holder of Normal Common Equity Units or Stripped Common Equity Units fails to effect such transfer or delivery, the Trust Preferred Securities Notes, Applicable Ownership Interest in the Treasury Portfolio or Treasury Securities, as the case may be, underlying such Normal Common Equity Units or Stripped Common Equity Units, as the case may berespectively, and any distributions thereon, shall be held in the name of the Stock Purchase Contract Agent or its nominee in trust for the benefit of such Holder, until the earlier to occur of:of (1) such Normal Units or Stripped Units are transferred or the Normal Units Certificate or Stripped Units Certificate is surrendered or such Holder provides satisfactory evidence that such Normal Units Certificate or Stripped Units Certificate has been destroyed, lost or stolen, together with any indemnity that may be required by the Agent and the Company and (2) the expiration of the time specified in applicable abandoned property laws.

Transfer of Collateral upon Occurrence of Termination Event. Upon the occurrence of a Termination Event and the transfer to the Stock Purchase Contract Agent of the Trust Preferred Securities Notes, the appropriate Applicable Ownership Interest of the Treasury Portfolio or the Treasury Securities, as the case may be, underlying the Normal Common Equity Units Income PACS and the Stripped Common Equity UnitsGrowth PACS, as the case may be, pursuant to the terms of the Pledge Agreement, the Stock Purchase Contract Agent shall request transfer instructions with respect to such Trust Preferred Securities Notes, the appropriate Applicable Ownership Interest of the Treasury Portfolio or Treasury Securities, as the case may be, from each Holder by written request, substantially in the form of Exhibit D hereto, mailed to such Holder at its address as it appears in the Security Register. Upon book-entry transfer of the Normal Common Equity Units Income PACS or the Stripped Common Equity Units Growth PACS or delivery of a Normal Common Equity Unit an Income PACS Certificate or Stripped Common Equity Unit Growth PACS Certificate to the Stock Purchase Contract Agent with such transfer instructions, the Stock Purchase Contract Agent shall transfer the Trust Preferred Securities Notes, the appropriate Applicable Ownership Interest of the Treasury Portfolio or Treasury Securities, as the case may be, underlying such Normal Common Equity Units Income PACS or Stripped Common Equity UnitsGrowth PACS, as the case may be, to such Holder by book-entry transfer, or other appropriate procedures, in accordance with such instructions. In the event a Holder of Normal Common Equity Units Income PACS or Stripped Common Equity Units Growth PACS fails to effect such transfer or delivery, the Trust Preferred Securities Notes, the appropriate Applicable Ownership Interest of the Treasury Portfolio or Treasury Securities, as the case may be, underlying such Normal Common Equity Units Income PACS or Stripped Common Equity UnitsGrowth PACS, as the case may be, and any distributions thereon, shall be held in the name of the Stock Purchase Contract Agent or its nominee in trust for the benefit of such Holder, until the earlier to occur of:

Transfer of Collateral upon Occurrence of Termination Event. Upon the occurrence of a Termination Event and the transfer Transfer to the Stock Purchase Contract Agent of the Trust Preferred Securities Applicable Ownership Interest in Debentures, the Applicable Ownership Interest in the Treasury Portfolio or the Treasury Securities, as the case may be, underlying the Normal Common Equity Corporate Units and the Stripped Common Equity Units, as the case may be, Treasury Units pursuant to the terms of the Pledge Agreement, the Stock Purchase Contract Agent shall request transfer instructions with respect to such Trust Preferred Securities the Applicable Ownership Interest in Debentures, the Applicable Ownership Interest in the Treasury Portfolio or Treasury Securities, as the case may be, from each Holder by written request, substantially in the form of Exhibit D hereto, request mailed to such Holder at its address as it appears in the Security Register. Upon book-entry book‑entry transfer of the Normal Common Equity Corporate Units or the Stripped Common Equity Treasury Units or delivery of a Normal Common Equity Corporate Unit Certificate or Stripped Common Equity Treasury Unit Certificate to the Stock Purchase Contract Agent with such transfer instructions, the Stock Purchase Contract Agent shall transfer the Trust Preferred Securities Applicable Ownership Interest in Debentures, the Applicable Ownership Interest in the Treasury Portfolio or Treasury Securities, as the case may be, underlying such Normal Common Equity Corporate Units or Stripped Common Equity Treasury Units, as the case may be, to such Holder by book-entry book‑entry transfer, or other appropriate procedures, in accordance with such instructions. In the event a Holder of Normal Common Equity Corporate Units or Stripped Common Equity Treasury Units fails to effect such transfer Transfer or delivery, the Trust Preferred Securities Applicable Ownership Interest in Debentures, the Applicable Ownership Interest in the Treasury Portfolio or Treasury Securities, as the case may be, underlying such Normal Common Equity Corporate Units or Stripped Common Equity Treasury Units, as the case may be, and any distributions interest thereon, shall be held in the name of the Stock Purchase Contract Agent or its nominee in trust for the benefit of such Holder, until such Corporate Units or Treasury Units are transferred or the earlier Corporate Unit Certificate or Treasury Unit Certificate is surrendered or such Holder provides satisfactory evidence that such Corporate Unit Certificate or Treasury Unit Certificate has been destroyed, mutilated, lost or stolen, together with any indemnity that may be required by the Purchase Contract Agent and the Company. In the case of the Treasury Portfolio or any Treasury Securities, the Purchase Contract Agent may dispose of the subject securities for cash and pay the applicable portion of such cash to occur of:the Holders in lieu of such Holders' Applicable Ownership Interest in such Treasury Portfolio, or any Treasury Securities, where such Holder would otherwise have been entitled to receive less than $1,000 of any such security.

Transfer of Collateral upon Occurrence of Termination Event. Upon the occurrence of a Termination Event and the transfer to the Stock Purchase Contract Agent of the Trust Preferred Securities Senior Notes, the appropriate Applicable Ownership Interest of the Treasury Portfolio or the Treasury Securities, as the case may be, underlying the Normal Common Equity Corporate Units and the Stripped Common Equity Units, as the case may be, Treasury Units pursuant to the terms of the Pledge Agreement, the Stock Purchase Contract Agent shall request transfer instructions with respect to such Trust Preferred Securities Senior Notes or the appropriate Applicable Ownership Interest of the Treasury Portfolio or Treasury Securities, as the case may be, from each Holder by written request, substantially in the form of Exhibit D hereto, request mailed to such Holder at its address as it appears in the Security Corporate Units Register or the Treasury Units Register, as the case may be. Upon book-entry transfer of the Normal Common Equity Corporate Units or the Stripped Common Equity Treasury Units or delivery of a Normal Common Equity Unit Corporate Units Certificate or Stripped Common Equity Unit Treasury Units Certificate to the Stock Purchase Contract Agent with such transfer instructions, the Stock Purchase Contract Agent shall transfer the Trust Preferred Securities Senior Notes, the Applicable Ownership Interest of the Treasury Portfolio or Treasury Securities, as the case may be, underlying such Normal Common Equity Corporate Units or Stripped Common Equity Treasury Units, as the case may be, to such Holder by book-entry transfer, or other appropriate procedures, in accordance with such instructions; provided, however, that, to the extent that a Holder of Corporate Units or Treasury Units would otherwise be entitled to receive less than $1,000 principal amount at maturity of the Treasury Portfolio or the Treasury Securities, the Agent shall dispose of such securities for cash using a customary method (and shall have no liability relating to the amount of cash so received, unless any deficiency in the amount of such cash arose from the negligence, willful misconduct or bad faith of the Agent), and transfer the appropriate amount of such cash to such Holder in accordance with such Xxxxxx's instructions. In the event a Holder of Normal Common Equity Corporate Units or Stripped Common Equity Treasury Units fails to effect such transfer or delivery, the Trust Preferred Securities Senior Notes, the appropriate Applicable Ownership Interest of the Treasury Portfolio or Treasury Securities, as the case may be, underlying such Normal Common Equity Corporate Units or Stripped Common Equity Treasury Units, as the case may be, and any distributions thereon, shall be held in the name of the Stock Purchase Contract Agent or its nominee in trust for the benefit of such Holder, until such Corporate Units or Treasury Units are transferred or the earlier to occur of:Corporate Units Certificate or Treasury Units Certificate is surrendered or such Holder provides satisfactory evidence that such Corporate Units Certificate or Treasury Units Certificate has been destroyed, lost or stolen, together with any indemnity that may be required by the Agent and the Company.

Transfer of Collateral upon Occurrence of Termination Event. Upon the occurrence of a Termination Event and the transfer to the Stock Purchase Contract Agent of the Trust Preferred Securities Notes, the appropriate Treasury Consideration or Applicable Ownership Interest in the Treasury Portfolio, or the Treasury Securities, as the case may be, underlying the Normal Common Equity Units and the Stripped Common Equity Units, as the case may be, Units pursuant to the terms of the Pledge Agreement, the Stock Purchase Contract Agent shall request transfer instructions with respect to such Trust Preferred Securities Notes or the appropriate Treasury Consideration or Applicable Ownership Interest in the Treasury Portfolio, or Treasury Securities, as the case may be, from each Holder by written request, substantially in the form of Exhibit D hereto, request mailed to such Holder at its address as it appears in the Security Normal Units Register or the Stripped Units Register, as the case may be. Upon book-book- entry transfer of the Normal Common Equity Units or the Stripped Common Equity Units or delivery of a Normal Common Equity Unit Units Certificate or Stripped Common Equity Unit Units Certificate to the Stock Purchase Contract Agent with such transfer instructions, the Stock Purchase Contract Agent shall transfer the Trust Preferred Notes, the appropriate Treasury Consideration or Applicable Ownership Interest in the Treasury Portfolio, or Treasury Securities or Applicable Ownership Interest of the Treasury SecuritiesPortfolio, as the case may be, underlying such Normal Common Equity Units or Stripped Common Equity Units, as the case may be, to such Holder by book-entry transfer, or other appropriate procedures, in accordance with such instructions. In the event a Holder of Normal Common Equity Units or Stripped Common Equity Units fails to effect such transfer or delivery, the Trust Preferred Securities Notes, the appropriate Treasury Consideration or Treasury Securities, as the case may be, underlying such Normal Common Equity Units or Stripped Common Equity Units, as the case may be, and any distributions thereon, shall be held in the name of the Stock Purchase Contract Agent or its nominee in trust for the benefit of such Holder, until such Normal Units or Stripped Units are transferred or the earlier to occur of:Normal Units Certificate or Stripped Units Certificate is surrendered or such Holder provides satisfactory evidence that such Normal Units Certificate or Stripped Units Certificate has been destroyed, lost or stolen, together with any indemnity that may be required by the Agent and the Company.

Transfer of Collateral upon Occurrence of Termination Event. Upon the occurrence of a Termination Event and the transfer to the Stock Purchase Contract Agent of the Trust Preferred Securities Notes, the appropriate Treasury Consideration or Applicable Ownership Interest in the Treasury Portfolio, or the Treasury Securities, as the case may be, underlying the Normal Common Equity Units and the Stripped Common Equity Units, as the case may be, Units pursuant to the terms of the Pledge Agreement, the Stock Purchase Contract Agent shall request transfer instructions with respect to such Trust Preferred Securities Notes or the appropriate Treasury Consideration or Applicable Ownership Interest in the Treasury Portfolio or the Treasury Securities, as the case may be, from each Holder by written request, substantially in the form of Exhibit D hereto, request mailed to such Holder at its address as it appears in the Security Normal Units Register or the Stripped Units Register, as the case may be. Upon book-entry transfer of the Normal Common Equity Units or the Stripped Common Equity Units or delivery of a Normal Common Equity Unit Units Certificate or Stripped Common Equity Unit Units Certificate to the Stock Purchase Contract Agent with such transfer instructions, the Stock Purchase Contract Agent shall transfer the Trust Preferred Securities Notes, the appropriate Treasury Consideration or Applicable Ownership Interest in the Treasury Portfolio, or the Treasury Securities, as the case may be, underlying such Normal Common Equity Units or Stripped Common Equity Units, as the case may be, to such Holder by book-entry transfer, or other appropriate procedures, in accordance with such instructions. In the event a Holder of Normal Common Equity Units or Stripped Common Equity Units fails to effect such transfer or delivery, the Trust Preferred Securities Notes, the appropriate Treasury Consideration or Applicable Ownership Interest in the Treasury Portfolio, or the Treasury Securities, as the case may be, underlying such Normal Common Equity Units or Stripped Common Equity Units, as the case may be, and any distributions thereon, shall be held in the name of the Stock Purchase Contract Agent or its nominee in trust for the benefit of such Holder, until such Normal Units or Stripped Units are transferred or the earlier Normal Units Certificate or Stripped Units Certificate is surrendered or such Holder provides satisfactory evidence that such Normal Units Certificate or Stripped Units Certificate has been destroyed, lost or stolen, together with any indemnity that may be required by the Agent and the Company. In the case of the Treasury Portfolio or any Treasury Securities, the Agent may dispose of the subject securities for cash and pay the applicable portion of such cash to occur of:the Holders in lieu of such Holders’ Applicable Ownership Interest in such Treasury Portfolio, or any Treasury Securities, where such Holder would otherwise have been entitled to receive less than $1,000 of any such security.

Transfer of Collateral upon Occurrence of Termination Event. Upon the occurrence of a Termination Event and the transfer to the Stock Purchase Contract Agent of the Trust Preferred Securities Notes, the appropriate Treasury Consideration or Applicable Ownership Interest in the Treasury Portfolio, or the Treasury Securities, as the case may be, underlying the Normal Common Equity Units Upper DECS and the Stripped Common Equity Units, as the case may be, DECS pursuant to the terms of the Pledge Agreement, the Stock Purchase Contract Agent shall request transfer instructions with respect to such Trust Preferred Securities Notes or the appropriate Treasury Consideration or Applicable Ownership Interest in the Treasury Portfolio, or Treasury Securities, as the case may be, from each Holder by written request, substantially in the form of Exhibit D hereto, request mailed to such Holder at its address as it appears in the Security Upper DECS Register or the Stripped DECS Register, as the case may be. Upon book-entry transfer of the Normal Common Equity Units Upper DECS or the Stripped Common Equity Units DECS or delivery of a Normal Common Equity Unit an Upper DECS Certificate or Stripped Common Equity Unit DECS Certificate to the Stock Purchase Contract Agent with such transfer instructions, the Stock Purchase Contract Agent shall transfer the Trust Preferred Securities Notes, the appropriate Treasury Consideration or Applicable Ownership Interest in the Treasury Portfolio, or Treasury Securities, as the case may be, underlying such Normal Common Equity Units Upper DECS or Stripped Common Equity UnitsDECS, as the case may be, to such Holder by book-entry transfer, or other appropriate procedures, in accordance with such instructions. In the event a Holder would be entitled to receive less than $1,000 principal amount at maturity of Normal Common Equity Units any Treasury security, the Agent shall dispose of such Treasury security for cash and deliver such cash to the Holder. In the event a Holder of Upper DECS or Stripped Common Equity Units DECS fails to effect such transfer or delivery, the Trust Preferred Securities Notes, the appropriate Treasury Consideration or Applicable Ownership Interest in the Treasury Portfolio or Treasury Securities, as the case may be, underlying such Normal Common Equity Units Upper DECS or Stripped Common Equity UnitsDECS, as the case may be, and any distributions thereon, shall be held in the name of the Stock Purchase Contract Agent or its nominee in trust for the benefit of such Holder, until (i) such Upper DECS or Stripped DECS are transferred or the earlier to occur of:Upper DECS Certificate or Stripped DECS Certificate is surrendered or such Holder provides satisfactory evidence that such Upper DECS Certificate or Stripped DECS Certificate has been destroyed, lost or stolen, together with any indemnity that may be required by the Agent and the Company; and (ii) the expiration of the time period specified in the abandoned property laws of the relevant State.

Transfer of Collateral upon Occurrence of Termination Event. Upon the occurrence of a Termination Event and the transfer to the Stock Purchase Contract Agent of the Trust Preferred Securities Securities, Debentures, the appropriate Applicable Ownership Interest of the Treasury Portfolio or the Treasury Securities, as the case may be, underlying the Normal Common Equity PEPS Units and the Stripped Common Equity Treasury PEPS Units, as the case may be, pursuant to the terms of the Pledge Agreement, the Stock Purchase Contract Agent shall request transfer instructions with respect to such Trust Preferred Securities Securities, Debentures, the appropriate Applicable Ownership Interest of the Treasury Portfolio or Treasury Securities, as the case may be, from each Holder by written request, substantially in the form of Exhibit D hereto, mailed to such Holder at its address as it appears in the Security PEPS Units Register or the Treasury PEPS Units Register, as the case may be. Upon book-entry transfer of the Normal Common Equity PEPS Units or the Stripped Common Equity Treasury PEPS Units or delivery of a Normal Common Equity Unit PEPS Units Certificate or Stripped Common Equity Unit Treasury PEPS Units Certificate to the Stock Purchase Contract Agent with such transfer instructions, the Stock Purchase Contract Agent shall transfer the Trust Preferred Securities Securities, Debentures, the appropriate Applicable Ownership Interest of the Treasury Portfolio or Treasury Securities, as the case may be, underlying such Normal Common Equity PEPS Units or Stripped Common Equity Treasury PEPS Units, as the case may be, to such Holder by book-entry transfer, or other appropriate procedures, in accordance with such instructions. In the event a Holder of Normal Common Equity PEPS Units or Stripped Common Equity Treasury PEPS Units fails to effect such transfer or delivery, the Trust Preferred Securities Securities, Debentures, the appropriate Applicable Ownership Interest of the Treasury Portfolio or Treasury Securities, as the case may be, underlying such Normal Common Equity PEPS Units or Stripped Common Equity Treasury PEPS Units, as the case may be, and any distributions thereon, shall be held in the name of the Stock Purchase Contract Agent or its nominee in trust for the benefit of such Holder, until the earlier to occur of:

Transfer of Collateral upon Occurrence of Termination Event. Upon the occurrence of a Termination Event and the transfer to the Stock Purchase Contract Agent of the Trust Preferred Securities Debentures, the appropriate Applicable Ownership Interest of the Treasury Portfolio or the Treasury Securities, as the case may be, underlying the Normal Common Equity Corporate Units and the Stripped Common Equity Units, as the case may be, Treasury Units pursuant to the terms of the Pledge Agreement, the Stock Purchase Contract Agent shall request transfer instructions with respect to such Trust Preferred Securities Debentures or the appropriate Applicable Ownership Interest of the Treasury Portfolio or Treasury Securities, as the case may be, from each Holder by written request, substantially in the form of Exhibit D hereto, request mailed to such Holder at its address as it appears in the Security Corporate Units Register or the Treasury Units Register, as the case may be. Upon book-entry transfer of the Normal Common Equity Corporate Units or the Stripped Common Equity Treasury Units or delivery of a Normal Common Equity Unit Corporate Units Certificate or Stripped Common Equity Unit Treasury Units Certificate to the Stock Purchase Contract Agent with such transfer instructions, the Stock Purchase Contract Agent shall transfer the Trust Preferred Securities Debentures, the Applicable Ownership Interest of the Treasury Portfolio or Treasury Securities, as the case may be, underlying such Normal Common Equity Corporate Units or Stripped Common Equity Treasury Units, as the case may be, to such Holder by book-entry transfer, or other appropriate procedures, in accordance with such instructions; provided, however, that, to the extent that a Holder of Corporate Units or Treasury Units would otherwise be entitled to receive less than $1,000 principal amount at maturity of the Treasury Portfolio or the Treasury Securities, the Agent shall dispose of such securities for cash, and transfer the appropriate amount of such cash to such Holder in accordance with such Holder's instructions. In the event a Holder of Normal Common Equity Corporate Units or Stripped Common Equity Treasury Units fails to effect such transfer or delivery, the Trust Preferred Securities Debentures, the appropriate Applicable Owner ship Interest of the Treasury Portfolio or Treasury Securities, as the case may be, underlying such Normal Common Equity Corporate Units or Stripped Common Equity Treasury Units, as the case may be, and any distributions thereon, shall be held in the name of the Stock Purchase Contract Agent or its nominee in trust for the benefit of such Holder, until such Corporate Units or Treasury Units are transferred or the earlier to occur of:Corporate Units Certificate or Treasury Units Certificate is

Transfer of Collateral upon Occurrence of Termination Event. Upon the occurrence of a Termination Event and the transfer to the Stock Purchase Contract Agent of the Trust Preferred Securities Debentures, the appropriate Applicable Ownership Interest in the Treasury Portfolio or the Treasury Securities, as the case may be, underlying the Normal Common Equity Units Type A Securities and the Stripped Common Equity Units, as the case may be, Type B Securities pursuant to the terms of the Pledge Agreement, the Stock Purchase Contract Agent shall request transfer instructions with respect to such Trust Preferred Securities Debentures or the appropriate Applicable Ownership Interest in the Treasury Portfolio or Treasury Securities, as the case may be, from each Holder by written request, substantially in the form of Exhibit D hereto, request mailed to such Holder at its address as it appears in the Security Type A Register or the Type B Register, as the case may be. Upon book-entry transfer of the Normal Common Equity Units Type A Securities or the Stripped Common Equity Units Type B Securities or delivery of a Normal Common Equity Unit Type A Certificate or Stripped Common Equity Unit Type B Certificate to the Stock Purchase Contract Agent with such transfer instructions, the Stock Purchase Contract Agent shall transfer the Trust Preferred Securities Debentures, the appropriate Applicable Ownership Interest in the Treasury Portfolio or Treasury Securities, as the case may be, underlying such Normal Common Equity Units Type A Securities or Stripped Common Equity UnitsType B Securities, as the case may be, to such Holder by book-entry transfer, or other appropriate procedures, in accordance with such instructions. In the event a Holder of Normal Common Equity Units Type A Securities or Stripped Common Equity Units Type B Securities fails to effect such transfer or delivery, the Trust Preferred Securities Debentures, the appropriate Applicable Ownership Interest in the Treasury Portfolio or Treasury Securities, as the case may be, underlying such Normal Common Equity Units Type A Securities or Stripped Common Equity UnitsType B Securities, as the case may be, and any distributions interest thereon, shall be held in the name of the Stock Purchase Contract Agent or its nominee in trust for the benefit of such Holder, until such Type A Securities or Type B Securities are transferred or the earlier Type A Certificate or Type B Certificate is surrendered or such Holder provides satisfactory evidence that such Type A Certificate or Type B Certificate has been destroyed, lost or stolen, together with any indemnity that may be required by the Agent and the Company. In the case of the Treasury Portfolio or any Treasury Securities, the Purchase Contract Agent may dispose of the subject securities for cash and pay the applicable portion of such cash to occur of:the Holders in lieu of such Holders' Applicable Ownership Interest in such Treasury Portfolio, or any Treasury Securities, where such Holder would otherwise have been entitled to receive less than $1,000 of any such security.

Transfer of Collateral upon Occurrence of Termination Event. Upon the occurrence of a Termination Event and the transfer to the Stock Purchase Contract Agent of the Trust Preferred Securities Notes, the appropriate Treasury Consideration or Applicable Ownership Interest in the Treasury Portfolio, or the Treasury Securities, as the case may be, underlying the Normal Common Equity Units Upper DECS and the Stripped Common Equity Units, as the case may be, DECS pursuant to the terms of the Pledge Agreement, the Stock Purchase Contract Agent shall request transfer instructions with respect to such Trust Preferred Securities Notes or the appropriate Treasury Consideration or Applicable Ownership Interest in the Treasury Portfolio, or Treasury Securities, as the case may be, from each Holder by written request, substantially in the form of Exhibit D hereto, request mailed to such Holder at its address as it appears in the Security Upper DECS Register or the Stripped DECS Register, as the case may be. Upon book-entry transfer of the Normal Common Equity Units Upper DECS or Stripped DECS, as the Stripped Common Equity Units case may be, or delivery of a Normal Common Equity Unit an Upper DECS Certificate or Stripped Common Equity Unit DECS Certificate to the Stock Purchase Contract Agent with such transfer instructions, the Stock Purchase Contract Agent shall transfer the Trust Preferred Securities Notes, the appropriate Treasury Consideration or Applicable Ownership Interest in the Treasury Portfolio or Treasury Securities, as the case may be, underlying such Normal Common Equity Units Upper DECS or Stripped Common Equity UnitsDECS, as the case may be, to such Holder by book-entry transfer, or other appropriate procedures, in accordance with such instructions. In the event a Holder of Normal Common Equity Units Upper DECS or Stripped Common Equity Units DECS fails to effect such transfer or delivery, the Trust Preferred Notes, the appropriate Treasury Consideration, Treasury Securities or Applicable Ownership Interest in the Treasury SecuritiesPortfolio, as the case may be, underlying such Normal Common Equity Units Upper DECS or Stripped Common Equity UnitsDECS, as the case may be, and any distributions thereon, shall be held in the name of the Stock Purchase Contract Agent or its nominee in trust for the benefit of such Holder, until such Upper DECS or Stripped DECS, as the earlier to occur of:case may be, are transferred or the Upper DECS Certificate or Stripped DECS Certificate is surrendered or such Holder provides satisfactory evidence that such Upper DECS Certificate or Stripped DECS Certificate has been destroyed, lost or stolen, together with any indemnity that may be required by the Agent and the Company.

Transfer of Collateral upon Occurrence of Termination Event. Upon the occurrence of a Termination Event and the transfer to the Stock Purchase Contract Agent of the Trust Preferred Securities Securities, the appropriate Treasury Consideration or the Treasury Securities, as the case may be, underlying the Normal Common Equity Units and the Stripped Common Equity Units, as the case may be, Units pursuant to the terms of the Pledge Agreement, the Stock Purchase Contract Agent shall request transfer instructions with respect to such Trust Preferred Securities or the appropriate Treasury Consideration or Treasury Securities, as the case may be, from each Holder by written request, substantially in the form of Exhibit D hereto, request mailed to such Holder at its address as it appears in the Security Normal Units Register or the Stripped Units Register, as the case may be. Upon book-entry transfer of the Normal Common Equity Units or the Stripped Common Equity Units or delivery of a Normal Common Equity Unit Units Certificate or Stripped Common Equity Unit Units Certificate to the Stock Purchase Contract Agent with such transfer instructions, the Stock Purchase Contract Agent shall transfer the Trust Preferred Securities Securities, the appropriate Treasury Consideration or Treasury Securities, as the case may be, underlying such Normal Common Equity Units or Stripped Common Equity Units, as the case may be, to such Holder by book-entry transfer, or other appropriate procedures, in accordance with such instructions. In the event a Holder of Normal Common Equity Units or Stripped Common Equity Units fails to effect such transfer or delivery, the Trust Preferred Securities Securities, the appropriate Treasury Consideration or Treasury Securities, as the case may be, underlying such Normal Common Equity Units or Stripped Common Equity Units, as the case may be, and any distributions thereon, shall be held in the name of the Stock Purchase Contract Agent or its nominee in trust for the benefit of such Holder, until such Normal Units or Stripped Units are transferred or the earlier to occur of:Normal Units Certificate or Stripped Units Certificate is surrendered or such Holder provides satisfactory evidence that such Normal Units Certificate or Stripped Units Certificate has been destroyed, lost or stolen, together with any indemnity that may be required by the Purchase Contract Agent and TECO.

Transfer of Collateral upon Occurrence of Termination Event. Upon the occurrence of a Termination Event and the transfer to the Stock Purchase Contract Agent of the Trust Preferred Securities Debt Securities, the Applicable Ownership Interest in the appropriate Treasury Portfolio or the Treasury Securities, as the case may be, underlying the Normal Common Equity Corporate Units and the Stripped Common Equity Units, as the case may be, Treasury Units pursuant to the terms of the Pledge Agreement, the Stock Purchase Contract Agent shall request transfer instructions with respect to such Trust Preferred Debt Securities or the Applicable Ownership Interest in the appropriate Treasury Portfolio or Treasury Securities, as the case may be, from each Holder by written request, substantially in the form of Exhibit D hereto, request mailed to such Holder at its address as it appears in the Security Corporate Unit Register or the Treasury Unit Register, as the case may be. Upon book-entry transfer of the Normal Common Equity Units a Corporate Unit Certificate or the Stripped Common Equity Units Treasury Unit Certificate or delivery of a Normal Common Equity Corporate Unit Certificate or Stripped Common Equity Treasury Unit Certificate to the Stock Purchase Contract Agent with such transfer instructions, the Stock Purchase Contract Agent shall transfer the Trust Preferred Securities Debt Securities, the Applicable Ownership Interest in the appropriate Treasury Portfolio or Treasury Securities, as the case may be, underlying such Normal Common Equity Corporate Units or Stripped Common Equity Treasury Units, as the case may be, to such Holder by book-entry transfer, or other appropriate procedures, in accordance with such instructions. In the event a Holder of Normal Common Equity Corporate Units or Stripped Common Equity Treasury Units fails to effect such transfer or delivery, the Trust Preferred Securities Debt Securities, the Applicable Ownership Interest in the appropriate Treasury Portfolio or Treasury Securities, as the case may be, underlying such Normal Common Equity Corporate Units or Stripped Common Equity Treasury Units, as the case may be, and any distributions interest thereon, shall be held in the name of the Stock Purchase Contract Agent or its nominee in trust for the benefit of such Holder, until such Corporate Units or Treasury Units are transferred or the earlier Corporate Unit Certificate or Treasury Unit Certificate is surrendered or such Holder provides satisfactory evidence that such Corporate Unit Certificate or Treasury Unit Certificate has been destroyed, lost or stolen, together with any indemnity that may be required by the Agent and the Company. In the case of a Treasury Portfolio or any Treasury Securities, the Agent may dispose of the subject securities for cash and pay the applicable portion of such cash to occur of:the Holders in lieu of such Holders' Applicable Ownership Interest in such Treasury Portfolio, or any Treasury Securities, where such Holder would otherwise have been entitled to receive less than $[1,000] of any such security.

Transfer of Collateral upon Occurrence of Termination Event. Upon the occurrence of a Termination Event and the transfer to the Stock Purchase Contract Agent of the Trust Preferred Securities Notes [, appropriate Applicable Ownership Interest in the Treasury Portfolio,] or the Treasury Securities, as the case may be, underlying the Normal Common Equity SPC Units and the Stripped Common Equity Treasury SPC Units, as the case may be, pursuant to the terms of the Pledge Agreement, the Stock Purchase Contract Agent shall request transfer instructions with respect to such Trust Preferred Securities Notes [, appropriate Applicable Ownership Interest in the Treasury Portfolio] or Treasury Securities, as the case may be, from each Holder by written request, substantially in the form of Exhibit D hereto, mailed to such Holder at its address as it appears in the Security SPC Units Register or the Treasury SPC Units Register, as the case may be. Upon book-entry transfer of the Normal Common Equity SPC Units or the Stripped Common Equity Treasury SPC Units or delivery of a Normal Common Equity Unit SPC Units Certificate or Stripped Common Equity Unit Treasury SPC Units Certificate to the Stock Purchase Contract Agent with such transfer instructions, the Stock Purchase Contract Agent shall transfer the Trust Preferred Securities Notes [, appropriate Applicable Ownership Interest in the Treasury Portfolio] or Treasury Securities, as the case may be, underlying such Normal Common Equity SPC Units or Stripped Common Equity Treasury SPC Units, as the case may be, to such Holder by book-entry transfer, or other appropriate procedures, in accordance with such instructions. In the event a Holder of Normal Common Equity SPC Units or Stripped Common Equity Treasury SPC Units fails to effect such transfer or delivery, the Trust Preferred Securities Notes [, appropriate Applicable Ownership Interest in the Treasury Portfolio] or Treasury Securities, as the case may be, underlying such Normal Common Equity SPC Units or Stripped Common Equity Treasury SPC Units, as the case may be, and any distributions thereon, shall be held in the name of the Stock Purchase Contract Agent or its nominee in trust for the benefit of such Holder, until the earlier to occur of:

Transfer of Collateral upon Occurrence of Termination Event. Upon the occurrence of a Termination Event, the Purchase Contract Agent shall notify the Collateral Agent of the occurrence thereof and request the release of the Collateral from the Pledge. Upon receipt by the Collateral Agent of such written notice or written notice pursuant to Section 5.06 hereof from the Company or the Purchase Contract Agent that a Termination Event has occurred, the Collateral Agent shall release all Collateral from the Pledge and shall promptly instruct the Securities Intermediary to Transfer: any Senior Notes underlying Pledged Applicable Ownership Interests in Senior Notes or security entitlements with respect thereto or Pledged Applicable Ownership Interests in the Treasury Portfolio; any Pledged Treasury Securities; any payments by Holders (or the Permitted Investments of such payments) pursuant to Section 5.02 hereof; and any Proceeds and all other payments the Collateral Agent receives in respect of the foregoing, to the Purchase Contract Agent for the benefit of the Holders for distribution to such Holders, in accordance with their respective interests, free and clear of the Pledge created hereby; provided, however, if any Holder or Beneficial Owner shall be entitled to receive Senior Notes in an aggregate principal amount of less than $1,000, or greater than $1,000 but not in an integral multiple of $1,000, the Purchase Contract Agent shall request, on behalf of such Holder or Beneficial Owner, pursuant to Section 2.03 of the Supplemental Indenture that the Company issue Senior Notes in denominations of $50, or integral multiples thereof, in exchange for Senior Notes in denominations of $1,000 or integral multiples thereof; and provided further, if any Holder shall be entitled to receive less than $1,000 with respect to its Pledged Applicable Ownership Interests in the Treasury Portfolio, the Purchase Contract Agent shall dispose of such interest for cash and deliver to such Holder cash in lieu of delivering the Pledged Applicable Ownership Interests in the Treasury Portfolio. Notwithstanding anything to the contrary in clause (a) of this Section 3.15, if such Termination Event shall result from the Company's becoming a debtor under the Bankruptcy Code, and if the Collateral Agent shall for any reason fail promptly to effectuate the release and Transfer of all Senior Notes underlying Pledged Applicable Ownership Interests in Senior Notes, Pledged Applicable Ownership Interests in the Treasury Portfolio, Pledged Treasury Securities and payments by Holders (or the Permitted Investments of such payments) pursuant to Section 5.02 and Proceeds and all other payments received by the Collateral Agent in respect of the foregoing, as the case may be, as provided by this Section 3.15, the Purchase Contract Agent shall use its best efforts to obtain an opinion of a nationally recognized law firm to the effect that, notwithstanding the Company's being the debtor in such a bankruptcy case, the Collateral Agent will not be prohibited from releasing or Transferring the Collateral as provided in this Section 3.15, and shall deliver or cause to be delivered such opinion to the Collateral Agent within ten days after the occurrence of such Termination Event, and if (A) the Purchase Contract Agent shall be unable to obtain such opinion within ten days after the occurrence of such Termination Event or (B) the Collateral Agent shall continue, after delivery of such opinion, to refuse to effectuate the release and Transfer of all Senior Notes underlying Pledged Applicable Ownership Interests in Senior Notes, Pledged Applicable Ownership Interests in the Treasury Portfolio, Pledged Treasury Securities and the payments by Holders (or the Permitted Investments of such payments) pursuant to Section 5.02 hereof and Proceeds and all other payments received by the Collateral Agent in respect of the foregoing, as the case may be, as provided in this Section 3.15, then the Purchase Contract Agent shall within fifteen days after the occurrence of such Termination Event commence an action or proceeding in the court having jurisdiction of the Company's case under the Bankruptcy Code seeking an order requiring the Collateral Agent to effectuate the release and transfer of all Senior Notes underlying Pledged Applicable Ownership Interests in Senior Notes, Pledged Applicable Ownership Interest in the Treasury Portfolio, Pledged Treasury Securities and the payments by Holders (or the Permitted Investments of such payments) pursuant to Section 5.02 hereof and Proceeds and all other payments received by the Collateral Agent in respect of the foregoing, or as the case may be, as provided by this Section 3.15. Upon the occurrence of a Termination Event and the transfer Transfer to the Stock Purchase Contract Agent of the Trust Preferred Securities Senior Notes underlying Pledged Applicable Ownership Interests in Senior Notes, the appropriate Pledged Applicable Ownership Interests in the Treasury Portfolio or the Pledged Treasury Securities, as the case may be, underlying the Normal Common Equity Units and the Stripped Common Equity Units, as the case may be, pursuant to the terms of the Pledge AgreementSection 3.15, the Stock Purchase Contract Agent shall request transfer instructions with respect to such Trust Preferred Securities Senior Notes, Applicable Ownership Interests in the Treasury Portfolio or Pledged Treasury Securities, as the case may be, from each Holder by written request, substantially in the form of Exhibit D hereto, mailed to such Holder at its address as it appears in the Security Register. Upon book-entry transfer of the Normal Common Equity Corporate Units or the Stripped Common Equity Treasury Units or delivery of a Normal Common Equity Unit Corporate Units Certificate or Stripped Common Equity Unit Treasury Units Certificate to the Stock Purchase Contract Agent with such transfer instructions, the Stock Purchase Contract Agent shall transfer the Trust Preferred Securities Senior Notes underlying Pledged Applicable Ownership Interests in Senior Notes, the Pledged Applicable Ownership Interests in the Treasury Portfolio or Pledged Treasury Securities, as the case may be, underlying such Normal Common Equity Corporate Units or Stripped Common Equity Treasury Units, as the case may be, to such Holder by book-entry transfer, or other appropriate procedures, in accordance with such instructionsinstructions and, in the case of the Senior Notes underlying Pledged Applicable Ownership Interests in Senior Notes, in accordance with the terms of the Supplemental Indenture. In the event a Holder of Normal Common Equity Corporate Units or Stripped Common Equity Treasury Units fails to effect such transfer or delivery, the Trust Preferred Securities Senior Notes underlying Pledged Applicable Ownership Interests in Senior Notes, the Pledged Applicable Ownership Interests in the Treasury Portfolio or Pledged Treasury Securities, as the case may be, underlying such Normal Common Equity Corporate Units or Stripped Common Equity of Treasury Units, as the case may be, and any distributions thereon, shall be held in the name of the Stock Purchase Contract Agent or its nominee in trust for the benefit of such Holder, until the earlier to occur of:: the transfer of such Corporate Units or Treasury Units or surrender of the Corporate Units Certificate or Treasury Units Certificate or the receipt by the Company and the Purchase Contract Agent from such Holder of satisfactory evidence that such Corporate Units Certificate or Treasury Units Certificate has been destroyed, lost or stolen, together with any indemnity that may be required by the Purchase Contract Agent and the Company; and the expiration of the time period specified by the applicable law governing abandoned property in the state in which the Purchase Contract Agent holds such property.

Transfer of Collateral upon Occurrence of Termination Event. Upon the occurrence of a Termination Event and the transfer to the Stock Purchase Contract Agent of the Trust Preferred Securities Debt Securities, the appropriate Applicable Ownership Interest in the Treasury Portfolio or the Treasury Securities, as the case may be, underlying the Normal Common Equity Units Income PRIDES and the Stripped Common Equity Units, as the case may be, Growth PRIDES pursuant to the terms of the Pledge Agreement, the Stock Purchase Contract Agent shall request transfer instructions with respect to such Trust Preferred Debt Securities or the appropriate Applicable Ownership Interest in the Treasury Portfolio or Treasury Securities, as the case may be, from each Holder by written request, substantially in the form of Exhibit D hereto, request mailed to such Holder at its address as it appears in the Security Income PRIDES Register or the Growth PRIDES Register, as the case may be. Upon book-entry transfer of the Normal Common Equity Units Income PRIDES Certificate or the Stripped Common Equity Units Growth PRIDES Certificate or delivery of a Normal Common Equity Unit Certificate an Income PRIDES or Stripped Common Equity Unit Certificate Growth PRIDES to the Stock Purchase Contract Agent with such transfer instructions, the Stock Purchase Contract Agent shall transfer the Trust Preferred Securities Debt Securities, the Treasury Portfolio or Treasury Securities, as the case may be, underlying such Normal Common Equity Units Income PRIDES or Stripped Common Equity UnitsGrowth PRIDES, as the case may be, to such Holder by book-entry transfer, or other appropriate procedures, in accordance with such instructions. In the event a Holder of Normal Common Equity Units Income PRIDES or Stripped Common Equity Units Growth PRIDES fails to effect such transfer or delivery, the Trust Preferred Securities Debt Securities, the appropriate Applicable Ownership Interest in the Treasury Portfolio or Treasury Securities, as the case may be, underlying such Normal Common Equity Units Income PRIDES or Stripped Common Equity UnitsGrowth PRIDES, as the case may be, and any distributions interest thereon, shall be held in the name of the Stock Purchase Contract Agent or its nominee in trust for the benefit of such Holder, until such Income PRIDES or Growth PRIDES are transferred or the earlier to occur of:Income PRIDES or Growth PRIDES is surrendered or such Holder provides satisfactory evidence that such Income PRIDES Certificate or Growth PRIDES Certificate has been destroyed, lost or stolen, together with any indemnity that may be required by the Agent and the Company.

Transfer of Collateral upon Occurrence of Termination Event. Upon the occurrence of a Termination Event and the transfer to the Stock Purchase Contract Agent of the Trust Preferred Securities Senior Notes, the appropriate Applicable Ownership Interest of the Treasury Portfolio or the Treasury Securities, as the case may be, underlying the Normal Common Equity Corporate Units and the Stripped Common Equity Units, as the case may be, Treasury Units pursuant to the terms of the Pledge Agreement, the Stock Purchase Contract Agent shall request transfer instructions with respect to such Trust Preferred Securities Senior Notes or the appropriate Applicable Ownership Interest of the Treasury Portfolio or Treasury Securities, as the case may be, from each Holder by written request, substantially in the form of Exhibit D hereto, request mailed to such Holder at its address as it appears in the Security Corporate Units Register or the Treasury Units Register, as the case may be. Upon book-entry transfer of the Normal Common Equity Corporate Units or the Stripped Common Equity Treasury Units or delivery of a Normal Common Equity Unit Corporate Units Certificate or Stripped Common Equity Unit Treasury Units Certificate to the Stock Purchase Contract Agent with such transfer instructions, the Stock Purchase Contract Agent shall transfer the Trust Preferred Securities Senior Notes, the Applicable Ownership Interest of the Treasury Portfolio or Treasury Securities, as the case may be, underlying such Normal Common Equity Corporate Units or Stripped Common Equity Treasury Units, as the case may be, to such Holder by book-entry transfer, or other appropriate procedures, in accordance with such instructions; provided, however, that, to the extent that a Holder of Corporate Units or Treasury Units would otherwise be entitled to receive less than $1,000 principal amount at maturity of the Treasury Portfolio or the Treasury Securities, the Agent shall dispose of such securities for cash using a customary method (and shall have no liability relating to the amount of cash so received, unless any deficiency in the amount of such cash arose from the negligence, wilful misconduct or bad faith of the Agent), and transfer the appropriate amount of such cash to such Holder in accordance with such Holder's instructions. In the event a Holder of Normal Common Equity Corporate Units or Stripped Common Equity Treasury Units fails to effect such transfer or delivery, the Trust Preferred Securities Senior Notes, the appropriate Applicable Ownership Interest of the Treasury Portfolio or Treasury Securities, as the case may be, underlying such Normal Common Equity Corporate Units or Stripped Common Equity Treasury Units, as the case may be, and any distributions thereon, shall be held in the name of the Stock Purchase Contract Agent or its nominee in trust for the benefit of such Holder, until such Corporate Units or Treasury Units are transferred or the earlier to occur of:Corporate Units Certificate or Treasury Units Certificate is surrendered or such Holder provides satisfactory evidence that such Corporate Units Certificate or Treasury Units Certificate has been destroyed, lost or stolen, together with any indemnity that may be required by the Agent and the Company.

Transfer of Collateral upon Occurrence of Termination Event. Upon the occurrence of a Termination Event and the transfer to the Stock Purchase Contract Agent of the Trust Preferred Securities Notes or the Treasury Consideration or the Treasury Securities, as the case may be, underlying the Normal Common Equity Units and the Stripped Common Equity Units, as the case may be, Units pursuant to the terms of the Pledge Agreement, the Stock Purchase Contract Agent shall request transfer instructions with respect to such Trust Preferred Securities Notes or the Treasury Consideration or Treasury Securities, as the case may be, from each Holder by written request, substantially in the form of Exhibit D hereto, request mailed to such Holder at its address as it appears in the Security Normal Units Register or the Stripped Units Register, as the case may be. Upon book-entry transfer of the Normal Common Equity Units or the Stripped Common Equity Units or delivery of a Normal Common Equity Unit Units Certificate or Stripped Common Equity Unit Units Certificate to the Stock Purchase Contract Agent with such transfer instructions, the Stock Purchase Contract Agent shall transfer the Trust Preferred Notes, the Treasury Consideration or the Treasury Securities or Treasury Securities, as the case may be, underlying such Normal Common Equity Units or Stripped Common Equity Units, as the case may be, to such Holder by book-entry transfer, or other appropriate procedures, in accordance with such instructions. In the event a Holder of Normal Common Equity Units or Stripped Common Equity Units fails to effect such transfer or delivery, the Trust Preferred Securities Notes, the Treasury Consideration or the Treasury Securities, as the case may be, underlying such Normal Common Equity Units or Stripped Common Equity Units, as the case may be, and any distributions thereon, shall be held in the name of the Stock Purchase Contract Agent or its nominee in trust for the benefit of such Holder, until such Normal Units or Stripped Units are transferred or the earlier Normal Units Certificate or Stripped Units Certificate is surrendered or such Holder provides satisfactory evidence that such Normal Units Certificate or Stripped Units Certificate has been destroyed, lost or stolen, together with any indemnity that may be required by the Agent and the Company. In the case of the Treasury Portfolio or any Treasury Securities, the Agent may dispose of the subject securities for cash and pay the applicable portion of such cash to occur of:the Holders in lieu of such Holders' Treasury Securities, where such Holder would otherwise have been entitled to receive less than $1,000 of any such security.

Transfer of Collateral upon Occurrence of Termination Event. Upon the occurrence of a Termination Event and the transfer to the Stock Purchase Contract Agent of the Trust Preferred Securities Securities, the appropriate Applicable Ownership Interest of the Treasury Portfolio or the Treasury Securities, as the case may be, underlying the Normal Common Equity Income Units and the Stripped Common Equity Units, as the case may be, Growth Units pursuant to the terms of the Pledge Agreement, the Stock Purchase Contract Agent shall request transfer instructions with respect to such Trust Preferred Securities or the appropriate Applicable Ownership Interest of the Treasury Portfolio or Treasury Securities, as the case may be, from each Holder by written request, substantially in the form of Exhibit D hereto, request mailed to such Holder at its address as it appears in the Security Income Units Register or the Growth Units Register, as the case may be. Upon book-entry transfer of the Normal Common Equity Income Units or the Stripped Common Equity Growth Units or delivery of a Normal Common Equity Unit an Income Units Certificate or Stripped Common Equity Unit Growth Units Certificate to the Stock Purchase Contract Agent with such transfer instructions, the Stock Purchase Contract Agent shall transfer the Trust Preferred Securities Securities, the Treasury Portfolio or Treasury Securities, as the case may be, underlying such Normal Common Equity Income Units or Stripped Common Equity Growth Units, as the case may be, to such Holder by book-entry transfer, or other appropriate procedures, in accordance with such instructions. In the event a Holder of Normal Common Equity Income Units or Stripped Common Equity Growth Units fails to effect such transfer or delivery, the Trust Preferred Securities Securities, the appropriate Applicable Ownership Interest of the Treasury Portfolio or Treasury Securities, as the case may be, underlying such Normal Common Equity Income Units or Stripped Common Equity Growth Units, as the case may be, and any distributions thereon, shall be held in the name of the Stock Purchase Contract Agent or its nominee in trust for the benefit of such Holder, until such Income Units or Growth Units are transferred or the earlier to occur of:Income Units Certificate or Growth Units Certificate is surrendered or such Holder provides satisfactory evidence that such Income Units Certificate or Growth Units Certificate has been destroyed, lost or stolen, together with any indemnity that may be required by the Agent and the Company.

Transfer of Collateral upon Occurrence of Termination Event. Upon the occurrence of a Termination Event and the transfer to the Stock Purchase Contract Agent of the Trust Preferred Securities Debt Securities, the Applicable Ownership Interest in the appropriate Treasury Portfolio or the Treasury Securities, as the case may be, underlying the Normal Common Equity Corporate Units and the Stripped Common Equity Units, as the case may be, Treasury Units pursuant to the terms of the Pledge Agreement, the Stock Purchase Contract Agent shall request transfer instructions with respect to such Trust Preferred Debt Securities or the Applicable Ownership Interest in the appropriate Treasury Portfolio or Treasury Securities, as the case may be, from each Holder by written request, substantially in the form of Exhibit D hereto, request mailed to such Holder at its address as it appears in the Security Corporate Unit Register or the Treasury Unit Register, as the case may be. Upon book-entry transfer of the Normal Common Equity Units a Corporate Unit Certificate or the Stripped Common Equity Units Treasury Unit Certificate or delivery of a Normal Common Equity Corporate Unit Certificate or Stripped Common Equity Treasury Unit Certificate to the Stock Purchase Contract Agent with such transfer instructions, the Stock Purchase Contract Agent shall transfer the Trust Preferred Securities Debt Securities, the Applicable Ownership Interest in the appropriate Treasury Portfolio or Treasury Securities, as the case may be, underlying such Normal Common Equity Corporate Units or Stripped Common Equity Treasury Units, as the case may be, to such Holder by book-entry transfer, or other appropriate procedures, in accordance with such instructions. In the event a Holder of Normal Common Equity Corporate Units or Stripped Common Equity Treasury Units fails to effect such transfer or delivery, the Trust Preferred Securities Debt Securities, the Applicable Ownership Interest in the appropriate Treasury Portfolio or Treasury Securities, as the case may be, underlying such Normal Common Equity Corporate Units or Stripped Common Equity Treasury Units, as the case may be, and any distributions interest thereon, shall be held in the name of the Stock Purchase Contract Agent or its nominee in trust for the benefit of such Holder, until such Corporate Units or Treasury Units are transferred or the earlier Corporate Unit Certificate or Treasury Unit Certificate is surrendered or such Holder provides satisfactory evidence that such Corporate Unit Certificate or Treasury Unit Certificate has been destroyed, lost or stolen, together with any indemnity that may be required by the Agent and the Company. In the case of a Treasury Portfolio or any Treasury Securities, the Agent may dispose of the subject securities for cash and pay the applicable portion of such cash to occur of:the Holders in lieu of such Holders' Applicable Ownership Interest in such Treasury Portfolio, or any Treasury Securities, where such Holder would otherwise have been entitled to receive less than $1,000 of any such security.

Transfer of Collateral upon Occurrence of Termination Event. Upon the occurrence of a Termination Event and the transfer Transfer to the Stock Purchase Contract Agent of the Trust Preferred Securities Applicable Ownership Interest in Debentures, the Applicable Ownership Interest in the Treasury Portfolio or the Treasury Securities, as the case may be, underlying the Normal Common Equity Corporate Units and the Stripped Common Equity Units, as the case may be, Treasury Units pursuant to the terms of the Pledge Agreement, the Stock Purchase Contract Agent shall request transfer instructions with respect to such Trust Preferred Securities the Applicable Ownership Interest in Debentures, the Applicable Ownership Interest in the Treasury Portfolio or Treasury Securities, as the case may be, from each Holder by written request, substantially in the form of Exhibit D hereto, request mailed to such Holder at its address as it appears in the Security Register. Upon book-entry book‑entry transfer of the Normal Common Equity Corporate Units or the Stripped Common Equity Treasury Units or delivery of a Normal Common Equity Corporate Unit Certificate or Stripped Common Equity Treasury Unit Certificate to the Stock Purchase Contract Agent with such transfer instructions, the Stock Purchase Contract Agent shall transfer the Trust Preferred Securities Applicable Ownership Interest in Debentures, the Applicable Ownership Interest in the Treasury Portfolio or Treasury Securities, as the case may be, underlying such Normal Common Equity Corporate Units or Stripped Common Equity Treasury Units, as the case may be, to such Holder by book-entry book‑entry transfer, or other appropriate procedures, in accordance with such instructions. In the event a Holder of Normal Common Equity Corporate Units or Stripped Common Equity Treasury Units fails to effect such transfer Transfer or delivery, the Trust Preferred Securities Applicable Ownership Interest in Debentures, the Applicable Ownership Interest in the Treasury Portfolio or Treasury DB1/ 116094647.1 Securities, as the case may be, underlying such Normal Common Equity Corporate Units or Stripped Common Equity Treasury Units, as the case may be, and any distributions interest thereon, shall be held in the name of the Stock Purchase Contract Agent or its nominee in trust for the benefit of such Holder, until such Corporate Units or Treasury Units are transferred or the earlier Corporate Unit Certificate or Treasury Unit Certificate is surrendered or such Holder provides satisfactory evidence that such Corporate Unit Certificate or Treasury Unit Certificate has been destroyed, mutilated, lost or stolen, together with any indemnity that may be required by the Purchase Contract Agent and the Company. In the case of the Treasury Portfolio or any Treasury Securities, the Purchase Contract Agent may dispose of the subject securities for cash and pay the applicable portion of such cash to occur of:the Holders in lieu of such Holders’ Applicable Ownership Interest in such Treasury Portfolio, or any Treasury Securities, where such Holder would otherwise have been entitled to receive less than $1,000 of any such security.

Transfer of Collateral upon Occurrence of Termination Event. Upon the occurrence of a Termination Event and the transfer to the Stock Purchase Contract Agent of the Trust Preferred Securities or the Treasury Securities, as the case may be, underlying the Normal Common Equity Units Income PRIDES and the Stripped Common Equity UnitsGrowth PRIDES, as the case may berespectively, pursuant to the terms of the Pledge Agreement, the Stock Purchase Contract Agent shall request transfer instructions with respect to such Trust Preferred Securities or and/or Treasury Securities, as the case may be, from each Holder by written request, substantially in the form of Exhibit D hereto, request mailed to such Holder at its address as it appears in the Security Income PRIDES Register or the Growth PRIDES Register, as the case may be. Upon book-book- entry transfer of the Normal Common Equity Units Income PRIDES or the Stripped Common Equity Units Growth PRIDES or delivery of a Normal Common Equity Unit an Income PRIDES Certificate or Stripped Common Equity Unit Growth PRIDES Certificate to the Stock Purchase Contract Agent with such transfer instructions, the Stock Purchase Contract Agent shall transfer the Trust Preferred Securities or Treasury Securities, as the case may be, Securities underlying such Normal Common Equity Units Income PRIDES or Stripped Common Equity UnitsGrowth PRIDES, as the case may be, to such Holder by book-entry transfer, or other appropriate procedures, in accordance with such instructions. In the event a Holder of Normal Common Equity Units Income PRIDES or Stripped Common Equity Units Growth PRIDES fails to effect such transfer or delivery, the Trust Preferred Securities or Treasury Securities, as the case may be, Securities underlying such Normal Common Equity Units Income PRIDES or Stripped Common Equity UnitsGrowth PRIDES, as the case may be, and any distributions thereon, shall be held in the name of the Stock Purchase Contract Agent or its nominee in trust for the benefit of such Holder, until such Income PRIDES or Growth PRIDES are transferred or the earlier to occur of:Income PRIDES Certificate or Growth PRIDES Certificate is surrendered or such Holder provides satisfactory evidence that such Income PRIDES Certificate or Growth PRIDES Certificate has been destroyed, lost or stolen, together with any indemnity that may be required by the Agent and the Company.

Transfer of Collateral upon Occurrence of Termination Event. Upon the occurrence of a Termination Event and the transfer to the Stock Purchase Contract Agent of the Trust Preferred Securities Senior Notes, the appropriate Applicable Ownership Interest of the Treasury Portfolio or the Treasury Securities, as the case may be, underlying the Normal Common Equity Units Income PRIDES and the Stripped Common Equity Units, as the case may be, Growth PRIDES pursuant to the terms of the Pledge Agreement, the Stock Purchase Contract Agent shall request transfer instructions with respect to such Trust Preferred Securities Senior Notes or the appropriate Applicable Ownership Interest of the Treasury Portfolio or Treasury Securities, as the case may be, from each Holder by written request, substantially in the form of Exhibit D hereto, request mailed to such Holder at its address as it appears in the Security Income PRIDES Register or the Growth PRIDES Register, as the case may be. Upon book-entry transfer of the Normal Common Equity Units or the Stripped Common Equity Units or delivery of a Normal Common Equity Unit an Income PRIDES Certificate or Stripped Common Equity Unit a Growth PRIDES Certificate to the Stock Purchase Contract Agent with such transfer instructions, the Stock Purchase Contract Agent shall transfer the Trust Preferred Securities Senior Notes, the Applicable Ownership Interest of the Treasury Portfolio or Treasury Securities, as the case may be, underlying such Normal Common Equity Units Income PRIDES or Stripped Common Equity UnitsGrowth PRIDES, as the case may be, to such Holder by book-entry transfer, or other appropriate procedures, in accordance with such instructions; provided, however, that, to the extent that a Holder of Income PRIDES or Growth PRIDES would otherwise be entitled to receive less than $1,000 principal amount at maturity of the Treasury Portfolio or the Treasury Securities, the Agent shall dispose of such securities for cash, and transfer the appropriate amount of such cash to such Holder in accordance with such Holder’s instructions. In the event a Holder of Normal Common Equity Units Income PRIDES or Stripped Common Equity Units Growth PRIDES fails to effect such transfer or delivery, the Trust Preferred Securities Senior Notes, the appropriate Applicable Ownership Interest of the Treasury Portfolio or Treasury Securities, as the case may be, underlying such Normal Common Equity Units Income PRIDES or Stripped Common Equity UnitsGrowth PRIDES, as the case may be, and any distributions thereon, shall be held in the name of the Stock Purchase Contract Agent or its nominee in trust for the benefit of such Holder, until such Income PRIDES or Growth PRIDES are transferred or the earlier to occur of:Income PRIDES Certificate or Growth PRIDES Certificate is surrendered or such Holder provides satisfactory evidence that such Income PRIDES Certificate or Growth PRIDES Certificate has been destroyed, lost or stolen, together with any indemnity that may be required by the Agent and the Company.

Transfer of Collateral upon Occurrence of Termination Event. Upon the occurrence of a Termination Event and the transfer to the Stock Purchase Contract Agent of the Trust Preferred Securities Securities, the appropriate Treasury Consideration or the Treasury Securities, as the case may be, underlying the Normal Common Equity Units and the Stripped Common Equity Units, as the case may be, Units pursuant to the terms of the Pledge Agreement, the Stock Purchase Contract Agent shall request transfer instructions with respect to such Trust Preferred Securities or the appropriate Treasury Consideration or Treasury Securities, as the case may be, from each Holder by written request, substantially in the form of Exhibit D hereto, request mailed to such Holder at its address as it appears in the Security Normal Units Register or the Stripped Units Register, as the case may be. Upon book-entry transfer of the Normal Common Equity Units or the Stripped Common Equity Units or delivery of a Normal Common Equity Unit Units Certificate or Stripped Common Equity Unit Units Certificate to the Stock Purchase Contract Agent with such transfer instructions, the Stock Purchase Contract Agent shall transfer the Trust Preferred Securities Securities, the appropriate Treasury Consideration or Treasury Securities, as the case may be, underlying such Normal Common Equity Units or Stripped Common Equity Units, as the case may be, to such Holder by book-entry transfer, or other appropriate procedures, in accordance with such instructions. In the event a Holder of Normal Common Equity Units or Stripped Common Equity Units fails to effect such transfer or delivery, the Trust Preferred Securities Securities, the appropriate Treasury Consideration or Treasury Securities, as the case may be, underlying such Normal Common Equity Units or Stripped Common Equity Units, as the case may be, and any distributions thereon, shall be held in the name of the Stock Purchase Contract Agent or its nominee in trust for the benefit of such Holder, until such Normal Units or Stripped Units are transferred or the earlier to occur of:Normal Units Certificate or Stripped Units Certificate is surrendered or such Holder provides satisfactory evidence that such Normal Units Certificate or Stripped Units Certificate has been destroyed, lost or stolen, together with any indemnity that may be required by the Purchase Contract Agent and the Company.

Transfer of Collateral upon Occurrence of Termination Event. Upon the occurrence of a Termination Event and the transfer to the Stock Purchase Contract Agent of the Trust Preferred Securities Securities, Subordinated Deferrable Notes, the appropriate Applicable Ownership Interest of the Treasury Portfolio or the Treasury Securities, as the case may be, underlying the Normal Common Equity MEDS Units and the Stripped Common Equity Treasury MEDS Units, as the case may be, pursuant to the terms of the Pledge Agreement, the Stock Purchase Contract Agent shall request transfer instructions with respect to such Trust Preferred Securities Securities, Subordinated Deferrable Notes, the appropriate Applicable Ownership Interest of the Treasury Portfolio or Treasury Securities, as the case may be, from each Holder by written request, substantially in the form of Exhibit D hereto, mailed to such Holder at its address as it appears in the Security Register. Upon book-entry transfer of the Normal Common Equity MEDS Units or the Stripped Common Equity Treasury MEDS Units or delivery of a Normal Common Equity Unit MEDS Units Certificate or Stripped Common Equity Unit Treasury MEDS Units Certificate to the Stock Purchase Contract Agent with such transfer instructions, the Stock Purchase Contract Agent shall transfer the Trust Preferred Securities Securities, Subordinated Deferrable Notes, the appropriate Applicable Ownership Interest of the Treasury Portfolio or Treasury Securities, as the case may be, underlying such Normal Common Equity MEDS Units or Stripped Common Equity Treasury MEDS Units, as the case may be, to such Holder by book-entry transfer, or other appropriate procedures, in accordance with such instructions. In the event a Holder of Normal Common Equity MEDS Units or Stripped Common Equity Treasury MEDS Units fails to effect such transfer or delivery, the Trust Preferred Securities Securities, Subordinated Deferrable Notes, the appropriate Applicable Ownership Interest of the Treasury Portfolio or Treasury Securities, as the case may be, underlying such Normal Common Equity MEDS Units or Stripped Common Equity Treasury MEDS Units, as the case may be, and any distributions thereon, shall be held in the name of the Stock Purchase Contract Agent or its nominee in trust for the benefit of such Holder, until the earlier to occur of:

Transfer of Collateral upon Occurrence of Termination Event. Upon the occurrence of a Termination Event and the transfer to the Stock Purchase Contract Agent of the Trust Preferred Securities Debt Securities, the appropriate Applicable Ownership Interest in the relevant Treasury Portfolio or the Treasury Securities, as the case may be, underlying the Normal Common Equity Corporate Units and the Stripped Common Equity Units, as the case may be, Treasury Units pursuant to the terms of the Pledge Agreement, the Stock Purchase Contract Agent shall request transfer instructions with respect to such Trust Preferred Debt Securities or the appropriate Applicable Ownership Interest in the relevant Treasury Portfolio or Treasury Securities, as the case may be, from each Holder by written request, substantially in the form of Exhibit D hereto, request mailed to such Holder at its address as it appears in the Security Corporate Unit Register or the Treasury Unit Register, as the case may be. Upon book-entry transfer of the Normal Common Equity Units a Corporate Unit Certificate or the Stripped Common Equity Units Treasury Unit Certificate or delivery of a Normal Common Equity Corporate Unit Certificate or Stripped Common Equity Treasury Unit Certificate to the Stock Purchase Contract Agent with such transfer instructions, the Stock Purchase Contract Agent shall transfer the Trust Preferred Securities Debt Securities, the appropriate Applicable Ownership Interest in the relevant Treasury Portfolio or Treasury Securities, as the case may be, underlying such Normal Common Equity Corporate Units or Stripped Common Equity Treasury Units, as the case may be, to such Holder by book-entry transfer, or other appropriate procedures, in accordance with such instructions. In the event a Holder of Normal Common Equity Corporate Units or Stripped Common Equity Treasury Units fails to effect such transfer or delivery, the Trust Preferred Securities Debt Securities, the appropriate Applicable Ownership Interest in the relevant Treasury Portfolio or Treasury Securities, as the case may be, underlying such Normal Common Equity Corporate Units or Stripped Common Equity Treasury Units, as the case may be, and any distributions interest thereon, shall be held in the name of the Stock Purchase Contract Agent or its nominee in trust for the benefit of such Holder, until such Corporate Units or Treasury Units are transferred or the earlier Corporate Unit Certificate or Treasury Unit Certificate is surrendered or such Holder provides satisfactory evidence that such Corporate Unit Certificate or Treasury Unit Certificate has been destroyed, lost or stolen, together with any indemnity that may be required by the Agent and the Company. In the case of a Treasury Portfolio or any Treasury Securities, the Agent may dispose of the subject securities for cash and pay the applicable portion of such cash to occur of:the Holders in lieu of such Holders' Applicable Ownership Interest in such Treasury Portfolio, or any Treasury Securities, where such Holder would otherwise have been entitled to receive less than $1,000 of any such security.

Transfer of Collateral upon Occurrence of Termination Event. Upon the occurrence of a Termination Event and the transfer to the Stock Purchase Contract Agent of the Trust Preferred Securities Notes, the appropriate Applicable Ownership Interest in the Treasury Portfolio or the Treasury Securities, as the case may be, underlying the Normal Common Equity Corporate Units and the Stripped Common Equity Units, as the case may be, Treasury Units pursuant to the terms of the Pledge Agreement, the Stock Purchase Contract Agent shall request transfer instructions with respect to such Trust Preferred Securities Notes or the appropriate Applicable Ownership Interest in the Treasury Portfolio or Treasury Securities, as the case may be, from each Holder by written request, substantially in the form of Exhibit D hereto, request mailed to such Holder at its address as it appears in the Security Corporate Units Register or the Treasury Units Register, as the case may be. Upon book-entry transfer of the Normal Common Equity Corporate Units or the Stripped Common Equity Treasury Units or delivery of a Normal Common Equity Corporate Unit Certificate or Stripped Common Equity a Treasury Unit Certificate to the Stock Purchase Contract Agent with such transfer instructions, the Stock Purchase Contract Agent shall transfer the Trust Preferred Securities Notes, the Applicable Ownership Interest in the Treasury Portfolio or Treasury Securities, as the case may be, underlying such Normal Common Equity Corporate Units or Stripped Common Equity Treasury Units, as the case may be, to such Holder by book-entry transfer, or other appropriate procedures, in accordance with such instructions; provided that, to the extent that a Holder of Corporate Units or Treasury Units would otherwise be entitled to receive less than $1,000 principal amount at maturity of the Treasury Portfolio or the Treasury Securities, the Agent shall dispose of such securities for cash, and transfer the appropriate amount of such cash to such Holder in accordance with such Holder's instructions. In the event a Holder of Normal Common Equity Corporate Units or Stripped Common Equity Treasury Units fails to effect such transfer or delivery, the Trust Preferred Securities Notes, the appropriate Applicable Ownership Interest in the Treasury Portfolio or Treasury Securities, as the case may be, underlying such Normal Common Equity Corporate Units or Stripped Common Equity Treasury Units, as the case may be, and any distributions thereon, shall be held in the name of the Stock Purchase Contract Agent or its nominee in trust for the benefit of such Holder, until such Corporate Units or Treasury Units are transferred or the earlier to occur of:Corporate Unit Certificate or Treasury Unit Certificate is surrendered or such Holder provides satisfactory evidence that such Corporate Unit Certificate or Treasury Unit Certificate has been destroyed, lost or stolen, together with any indemnity that may be required by the Agent and the Company.

Transfer of Collateral upon Occurrence of Termination Event. Upon the occurrence of a Termination Event, the Purchase Contract Agent shall notify the Collateral Agent of the occurrence thereof and request the release of a Collateral from the Pledge. Upon receipt by the Collateral Agent of such written notice or written notice pursuant to Section 5.06 hereof from the Company or the Purchase Contract Agent that a Termination Event has occurred, the Collateral Agent shall release all Collateral from the Pledge and shall promptly instruct the Securities Intermediary to Transfer: any Senior Notes underlying Pledged Applicable Ownership Interests in Senior Notes or security entitlements with respect thereto or Pledged Applicable Ownership Interests in the Treasury Portfolio; any Pledged Treasury Securities; any payments by Holders (or the Permitted Investments of such payments) pursuant to Section 5.02 hereof; and any Proceeds and all other payments the Collateral Agent receives in respect of the foregoing, to the Purchase Contract Agent for the benefit of the Holders for distribution to such Holders, in accordance with their respective interests, free and clear of the Pledge created hereby; provided, however, if any Holder or Beneficial Owner shall be entitled to receive Senior Notes in an aggregate principal amount of less than $1,000, or greater than $1,000 but not in an integral multiple of $1,000, the Purchase Contract Agent shall request, on behalf of such Holder or Beneficial Owner, pursuant to Section 2.03 of the Supplemental Indenture that the Company issue Senior Notes in denominations of $50, or integral multiples thereof, in exchange for Senior Notes in denominations of $1,000 or integral multiples thereof; and provided further, if any Holder shall be entitled to receive less than $1,000 with respect to its Pledged Applicable Ownership Interests in the Treasury Portfolio, the Purchase Contract Agent shall dispose of such interest for cash and deliver to such Holder cash in lieu of delivering the Pledged Applicable Ownership Interests in the Treasury Portfolio. Notwithstanding anything to the contrary in clause (a) of this Section 3.15, if such Termination Event shall result from the Company's becoming a debtor under the Bankruptcy Code, and if the Collateral Agent shall for any reason fail promptly to effectuate the release and Transfer of all Senior Notes underlying Pledged Applicable Ownership Interests in Senior Notes, Pledged Applicable Ownership Interests in the Treasury Portfolio, Pledged Treasury Securities and payments by Holders (or the Permitted Investments of such payments) pursuant to Section 5.02 and Proceeds and all other payments received by the Collateral Agent in respect of the foregoing, as the case may be, as provided by this Section 3.15, the Purchase Contract Agent shall use its best efforts to obtain an opinion of a nationally recognized law firm to the effect that, notwithstanding the Company's being the debtor in such a bankruptcy case, the Collateral Agent will not be prohibited from releasing or Transferring the Collateral as provided in this Section 3.15, and shall deliver or cause to be delivered such opinion to the Collateral Agent within ten days after the occurrence of such Termination Event, and if (A) the Purchase Contract Agent shall be unable to obtain such opinion within ten days after the occurrence of such Termination Event or (B) the Collateral Agent shall continue, after delivery of such opinion, to refuse to effectuate the release and Transfer of all Senior Notes underlying Pledged Applicable Ownership Interests in Senior Notes, Pledged Applicable Ownership Interests in the Treasury Portfolio, Pledged Treasury Securities and the payments by Holders (or the Permitted Investments of such payments) pursuant to Section 5.02 hereof and Proceeds and all other payments received by the Collateral Agent in respect of the foregoing, as the case may be, as provided in this Section 3.15, then the Purchase Contract Agent shall within fifteen days after the occurrence of such Termination Event commence an action or proceeding in the court having jurisdiction of the Company's case under the Bankruptcy Code seeking an order requiring the Collateral Agent to effectuate the release and transfer of all Senior Notes underlying Pledged Applicable Ownership Interests in Senior Notes, Pledged Applicable Ownership Interest in the Treasury Portfolio, Pledged Treasury Securities and the payments by Holders (or the Permitted Investments of such payments) pursuant to Section 5.02 hereof and Proceeds and all other payments received by the Collateral Agent in respect of the foregoing, or as the case may be, as provided by this Section 3.15. Upon the occurrence of a Termination Event and the transfer Transfer to the Stock Purchase Contract Agent of the Trust Preferred Securities Senior Notes underlying Pledged Applicable Ownership Interests in Senior Notes, the appropriate Pledged Applicable Ownership Interests in the Treasury Portfolio or the Pledged Treasury Securities, as the case may be, underlying the Normal Common Equity Units and the Stripped Common Equity Units, as the case may be, pursuant to the terms of the Pledge AgreementSection 3.15, the Stock Purchase Contract Agent shall request transfer instructions with respect to such Trust Preferred Securities Senior Notes, Applicable Ownership Interests in the Treasury Portfolio or Pledged Treasury Securities, as the case may be, from each Holder by written request, substantially in the form of Exhibit D hereto, mailed to such Holder at its address as it appears in the Security Register. Upon book-entry transfer of the Normal Common Equity Corporate Units or the Stripped Common Equity Treasury Units or delivery of a Normal Common Equity Unit Corporate Units Certificate or Stripped Common Equity Unit Treasury Units Certificate to the Stock Purchase Contract Agent with such transfer instructions, the Stock Purchase Contract Agent shall transfer the Trust Preferred Securities Senior Notes underlying Pledged Applicable Ownership Interests in Senior Notes, the Pledged Applicable Ownership Interests in the Treasury Portfolio or Pledged Treasury Securities, as the case may be, underlying such Normal Common Equity Corporate Units or Stripped Common Equity Treasury Units, as the case may be, to such Holder by book-entry transfer, or other appropriate procedures, in accordance with such instructionsinstructions and, in the case of the Senior Notes underlying Pledged Applicable Ownership Interests in Senior Notes, in accordance with the terms of the Supplemental Indenture. In the event a Holder of Normal Common Equity Corporate Units or Stripped Common Equity Treasury Units fails to effect such transfer or delivery, the Trust Preferred Securities Senior Notes underlying Pledged Applicable Ownership Interests in Senior Notes, the Pledged Applicable Ownership Interests in the Treasury Portfolio or Pledged Treasury Securities, as the case may be, underlying such Normal Common Equity Corporate Units or Stripped Common Equity of Treasury Units, as the case may be, and any distributions thereon, shall be held in the name of the Stock Purchase Contract Agent or its nominee in trust for the benefit of such Holder, until the earlier to occur of:: the transfer of such Corporate Units or Treasury Units or surrender of the Corporate Units Certificate or Treasury Units Certificate or the receipt by the Company and the Purchase Contract Agent from such Holder of satisfactory evidence that such Corporate Units Certificate or Treasury Units Certificate has been destroyed, lost or stolen, together with any indemnity that may be required by the Purchase Contract Agent and the Company; and the expiration of the time period specified by the applicable law governing abandoned property in the state in which the Purchase Contract Agent holds such property.

Transfer of Collateral upon Occurrence of Termination Event. Upon the occurrence of a Termination Event and the transfer to the Stock Purchase Contract Agent of the Trust Preferred Securities [Subordinated] Notes, the appropriate Applicable Ownership Interest of the Treasury Portfolio or the Treasury Securities, as the case may be, underlying the Normal Common Equity Stock Purchase Units and the Stripped Common Equity Treasury Stock Purchase Units, as the case may be, pursuant to the terms of the Pledge Agreement, the Stock Purchase Contract Agent shall request transfer instructions with respect to such Trust Preferred Securities [Subordinated] Notes, the appropriate Applicable Ownership Interest of the Treasury Portfolio or Treasury Securities, as the case may be, from each Holder by written request, substantially in the form of Exhibit D hereto, mailed to such Holder at its address as it appears in the Security Register. Upon book-entry transfer of the Normal Common Equity Stock Purchase Units or the Stripped Common Equity Treasury Stock Purchase Units or delivery of a Normal Common Equity Unit Stock Purchase Units Certificate or Stripped Common Equity Unit Treasury Stock Purchase Units Certificate to the Stock Purchase Contract Agent with such transfer instructions, the Stock Purchase Contract Agent shall transfer the Trust Preferred Securities [Subordinated] Notes, the appropriate Applicable Ownership Interest of the Treasury Portfolio or Treasury Securities, as the case may be, underlying such Normal Common Equity Stock Purchase Units or Stripped Common Equity Treasury Stock Purchase Units, as the case may be, to such Holder by book-entry transfer, or other appropriate procedures, in accordance with such instructions. In the event a Holder of Normal Common Equity Stock Purchase Units or Stripped Common Equity Treasury Stock Purchase Units fails to effect such transfer or delivery, the Trust Preferred Securities [Subordinated] Notes, the appropriate Applicable Ownership Interest of the Treasury Portfolio or Treasury Securities, as the case may be, underlying such Normal Common Equity Stock Purchase Units or Stripped Common Equity Treasury Stock Purchase Units, as the case may be, and any distributions thereon, shall be held in the name of the Stock Purchase Contract Agent or its nominee in trust for the benefit of such Holder, until the earlier to occur of:

Transfer of Collateral upon Occurrence of Termination Event. Upon the occurrence of a Termination Event and the transfer to the Stock Purchase Contract Agent of the Trust Preferred Securities Senior Notes, Treasury Portfolio Interests or the Treasury Securities, as the case may be, underlying the Normal Common Equity Corporate Units and the Stripped Common Equity Treasury Units, as the case may be, pursuant to the terms of the Pledge Agreement, the Stock Purchase Contract Agent shall request transfer instructions with respect to such Trust Preferred Securities Senior Notes, Treasury Portfolio Interests or Treasury Securities, as the case may be, from each Holder by written request, substantially in the form of Exhibit D E hereto, mailed to such Holder at its address as it appears in the Security Corporate Unit Register or the Treasury Unit Register, as the case may be. Upon book-entry transfer of the Normal Common Equity Corporate Units or the Stripped Common Equity Treasury Units or delivery of a Normal Common Equity Corporate Unit Certificate or Stripped Common Equity Treasury Unit Certificate to the Stock Purchase Contract Agent with such transfer instructions, the Stock Purchase Contract Agent shall transfer the Trust Preferred Securities Senior Notes, Treasury Portfolio Interests or Treasury Securities, as the case may be, underlying such Normal Common Equity Corporate Units or Stripped Common Equity Treasury Units, as the case may be, to such Holder by book-entry transfer, or other appropriate procedures, in accordance with such instructions. In the event a Holder of Normal Common Equity Corporate Units or Stripped Common Equity Treasury Units fails to effect such transfer or delivery, the Trust Preferred Securities Senior Notes, Treasury Portfolio Interests or Treasury Securities, as the case may be, underlying such Normal Common Equity Corporate Units or Stripped Common Equity Treasury Units, as the case may be, and any distributions interest thereon, shall be held in the name of the Stock Purchase Contract Agent or its nominee in trust for the benefit of such Holder, until the earlier to occur of:

Transfer of Collateral upon Occurrence of Termination Event. Upon the occurrence of a Termination Event and the transfer to the Stock Purchase Contract Agent of the Trust Preferred Securities [SUBORDINATED] Notes, the appropriate Applicable Ownership Interest of the Treasury Portfolio or the Treasury Securities, as the case may be, underlying the Normal Common Equity Stock Purchase Units and the Stripped Common Equity Treasury Stock Purchase Units, as the case may be, pursuant to the terms of the Pledge Agreement, the Stock Purchase Contract Agent shall request transfer instructions with respect to such Trust Preferred Securities [SUBORDINATED] Notes, the appropriate Applicable Ownership Interest of the Treasury Portfolio or Treasury Securities, as the case may be, from each Holder by written request, substantially in the form of Exhibit D hereto, mailed to such Holder at its address as it appears in the Security Register. Upon book-entry transfer of the Normal Common Equity Stock Purchase Units or the Stripped Common Equity Treasury Stock Purchase Units or delivery of a Normal Common Equity Unit Stock Purchase Units Certificate or Stripped Common Equity Unit Treasury Stock Purchase Units Certificate to the Stock Purchase Contract Agent with such transfer instructions, the Stock Purchase Contract Agent shall transfer the Trust Preferred Securities [SUBORDINATED] Notes, the appropriate Applicable Ownership Interest of the Treasury Portfolio or Treasury Securities, as the case may be, underlying such Normal Common Equity Stock Purchase Units or Stripped Common Equity Treasury Stock Purchase Units, as the case may be, to such Holder by book-entry transfer, or other appropriate procedures, in accordance with such instructions. In the event a Holder of Normal Common Equity Stock Purchase Units or Stripped Common Equity Treasury Stock Purchase Units fails to effect such transfer or delivery, the Trust Preferred Securities [SUBORDINATED] Notes, the appropriate Applicable Ownership Interest of the Treasury Portfolio or Treasury Securities, as the case may be, underlying such Normal Common Equity Stock Purchase Units or Stripped Common Equity Treasury Stock Purchase Units, as the case may be, and any distributions thereon, shall be held in the name of the Stock Purchase Contract Agent or its nominee in trust for the benefit of such Holder, until the earlier to occur of:

Transfer of Collateral upon Occurrence of Termination Event. Upon the occurrence of a Termination Event and the transfer to the Stock Purchase Contract Agent of the Trust Preferred Securities Shares or the Treasury Securities, as the case may be, underlying the Normal Common Equity Units Income PRIDES and the Stripped Common Equity Units, as the case may be, Growth PRIDES pursuant to the terms of the Pledge Agreement, the Stock Purchase Contract Agent shall request transfer instructions with respect to such Trust Preferred Securities Shares or Treasury Securities, as the case may be, from each Holder by written request, substantially in the form of Exhibit D hereto, request mailed to such Holder at its address as it appears in the Security Income PRIDES Register or the Growth PRIDES Register, as the case may be. Upon book-book- entry transfer of the Normal Common Equity Units Income PRIDES or the Stripped Common Equity Units Growth PRIDES or delivery of a Normal Common Equity Unit an Income PRIDES Certificate or Stripped Common Equity Unit Growth PRIDES Certificate to the Stock Purchase Contract Agent with such transfer instructions, the Stock Purchase Contract Agent shall transfer the Trust Preferred Securities Shares or Treasury Securities, as the case may be, underlying such Normal Common Equity Units Income PRIDES or Stripped Common Equity UnitsGrowth PRIDES, as the case may be, to such Holder by book-entry transfer, or other appropriate procedures, in accordance with such instructions. In the event a Holder of Normal Common Equity Units Income PRIDES or Stripped Common Equity Units Growth PRIDES fails to effect such transfer or delivery, the Trust Preferred Securities Shares or Treasury Securities, as the case may be, underlying such Normal Common Equity Units Income PRIDES or Stripped Common Equity UnitsGrowth PRIDES, as the case may be, and any distributions thereon, shall be held in the name of the Stock Purchase Contract Agent or its nominee in trust for the benefit of such Holder, until such Income PRIDES or Growth PRIDES are transferred or the earlier to occur of:Income PRIDES Certificate or Growth PRIDES Certificate is surrendered or such Holder provides satisfactory evidence that such Income PRIDES Certificate or Growth PRIDES Certificate has been destroyed, lost or stolen, together with any indemnity that may be required by the Agent and the Company.

Transfer of Collateral upon Occurrence of Termination Event. Upon the occurrence of a Termination Event and the transfer to the Stock Purchase Contract Agent of the Trust Preferred Securities or the Treasury Securities, as the case may be, underlying relating to the Normal Common Equity Units Income PRIDES and the Stripped Common Equity UnitsGrowth PRIDES, as the case may berespectively, pursuant pursu- 35 ant to the terms of the Pledge Agreement, the Stock Purchase Contract Agent shall request transfer instructions with respect to such Trust Preferred Securities or and/or Treasury Securities, as the case may be, from each Holder by written request, substantially in the form of Exhibit D hereto, request mailed to such Holder at its address as it appears in the Security Income PRIDES Register or the Growth PRIDES Register, as the case may be. Upon book-entry transfer of the Normal Common Equity Units Income PRIDES or the Stripped Common Equity Units Growth PRIDES or delivery of a Normal Common Equity Unit an Income PRIDES Certificate or Stripped Common Equity Unit Growth PRIDES Certificate to the Stock Purchase Contract Agent with such transfer instructions, the Stock Purchase Contract Agent shall transfer the Trust Preferred Securities or Treasury Securities, as the case may be, underlying Securities relating to such Normal Common Equity Units Income PRIDES or Stripped Common Equity UnitsGrowth PRIDES, as the case may be, to such Holder by book-entry transfer, or other appropriate procedures, in accordance with such instructions. In the event a Holder of Normal Common Equity Units Income PRIDES or Stripped Common Equity Units Growth PRIDES fails to effect such transfer or delivery, or to deliver such transfer instructions to the Trust Agent, the Preferred Securities or Treasury Securities, as the case may be, underlying Securities relating to such Normal Common Equity Units Income PRIDES or Stripped Common Equity UnitsGrowth PRIDES, as the case may be, and any distributions thereon, shall be held in the name of the Stock Purchase Contract Agent or its nominee in trust for the benefit of such HolderHolder until such transfer instructions are so delivered and until such Income PRIDES or Growth PRIDES are transferred or the Income PRIDES Certificate or Growth PRIDES Certificate is surrendered or such Holder provides satisfactory evidence that such Income PRIDES Certificate or Growth PRIDES Certificate has been destroyed, until lost or stolen, together with any indemnity that may be required by the earlier to occur of:Agent and the Company. Section 3.16.

Transfer of Collateral upon Occurrence of Termination Event. Upon the occurrence of a Termination Event and the transfer to the Stock Purchase Contract Agent of the Trust Preferred Securities Senior Notes, Treasury Portfolio Interests or the Treasury Securities, as the case may be, underlying the Normal Common Equity Corporate Units and the Stripped Common Equity Treasury Units, as the case may be, pursuant to under the terms of the Pledge Agreement, the Stock Purchase Contract Agent shall request transfer instructions with respect to such Trust Preferred Securities Senior Notes, Treasury Portfolio Interests or Treasury Securities, as the case may be, from each Holder by written request, substantially in the form of Exhibit D E hereto, mailed to such Holder at its address as it appears in the Security Corporate Unit Register or the Treasury Unit Register, as the case may be. Upon book-entry transfer of the Normal Common Equity Corporate Units or the Stripped Common Equity Treasury Units or delivery of a Normal Common Equity Corporate Unit Certificate or Stripped Common Equity Treasury Unit Certificate to the Stock Purchase Contract Agent with such transfer instructions, the Stock Purchase Contract Agent shall transfer the Trust Preferred Securities Senior Notes, Treasury Portfolio Interests or Treasury Securities, as the case may be, underlying such Normal Common Equity Corporate Units or Stripped Common Equity Treasury Units, as the case may be, to such Holder by book-entry transfer, or other appropriate procedures, in accordance with such instructions. In the event a Holder of Normal Common Equity Corporate Units or Stripped Common Equity Treasury Units fails to effect such transfer or delivery, the Trust Preferred Securities Senior Notes, Treasury Portfolio Interests or Treasury Securities, as the case may be, underlying such Normal Common Equity Corporate Units or Stripped Common Equity Treasury Units, as the case may be, and any distributions interest thereon, shall be held in the name of the Stock Purchase Contract Agent or its nominee in trust for the benefit of such Holder, until the earlier to occur of:

Transfer of Collateral upon Occurrence of Termination Event. Upon the occurrence of a Termination Event and the transfer to the Stock Purchase Contract Agent of the Trust Preferred Securities Securities, the appropriate Applicable Ownership Interest of the Treasury Portfolio or the Treasury Securities, as the case may be, underlying the Normal Common Equity Units Income PRIDES and the Stripped Common Equity Units, as the case may be, Growth PRIDES pursuant to the terms of the Pledge Agreement, the Stock Purchase Contract Agent shall request transfer instructions with respect to such Trust Preferred Securities or the appropriate Applicable Ownership Interest of the Treasury Portfolio or Treasury Securities, as the case may be, from each Holder by written request, substantially in the form of Exhibit D hereto, request mailed to such Holder at its address as it appears in the Security Income PRIDES Register or the Growth PRIDES Register, as the case may be. Upon book-entry transfer of the Normal Common Equity Units Income PRIDES or the Stripped Common Equity Units Growth PRIDES or delivery of a Normal Common Equity Unit an Income PRIDES Certificate or Stripped Common Equity Unit Growth PRIDES Certificate to the Stock Purchase Contract Agent with such transfer instructions, the Stock Purchase Contract Agent shall transfer the Trust Preferred Securities Securities, the Treasury Portfolio or Treasury Securities, as the case may be, underlying such Normal Common Equity Units Income PRIDES or Stripped Common Equity UnitsGrowth PRIDES, as the case may be, to such Holder by book-entry transfer, or other appropriate procedures, in accordance with such instructions. In the event a Holder of Normal Common Equity Units Income PRIDES or Stripped Common Equity Units Growth PRIDES fails to effect such transfer or delivery, the Trust Preferred Securities Securities, the appropriate Applicable Ownership Interest of the Treasury Portfolio or Treasury Securities, as the case may be, underlying such Normal Common Equity Units Income PRIDES or Stripped Common Equity UnitsGrowth PRIDES, as the case may be, and any distributions thereon, shall be held in the name of the Stock Purchase Contract Agent or its nominee in trust for the benefit of such Holder, until such Income PRIDES or Growth PRIDES are transferred or the earlier to occur of:Income PRIDES Certifi cate or Growth PRIDES Certificate is surrendered or such Holder provides satisfac tory evidence that such Income PRIDES Certificate or Growth PRIDES Certificate has been destroyed, lost or stolen, together with any indemnity that may be required by the Agent and the Company.

Transfer of Collateral upon Occurrence of Termination Event. Upon the occurrence of a Termination Event and the transfer to the Stock Purchase Contract Agent of the Trust Preferred Securities Notes, the appropriate Applicable Ownership Interest of the Treasury Portfolio or the Treasury Securities, as the case may be, underlying the Normal Common Equity Stock Purchase Units and the Stripped Common Equity Treasury Stock Purchase Units, as the case may be, pursuant to the terms of the Pledge Agreement, the Stock Purchase Contract Agent shall request transfer instructions with respect to such Trust Preferred Securities Notes, the appropriate Applicable Ownership Interest of the Treasury Portfolio or Treasury Securities, as the case may be, from each Holder by written request, substantially in the form of Exhibit D hereto, mailed to such Holder at its address as it appears in the Security Register. Upon book-entry transfer of the Normal Common Equity Stock Purchase Units or the Stripped Common Equity Treasury Stock Purchase Units or delivery of a Normal Common Equity Unit Stock Purchase Units Certificate or Stripped Common Equity Unit Treasury Stock Purchase Units Certificate to the Stock Purchase Contract Agent with such transfer instructions, the Stock Purchase Contract Agent shall transfer the Trust Preferred Securities Notes, the appropriate Applicable Ownership Interest of the Treasury Portfolio or Treasury Securities, as the case may be, underlying such Normal Common Equity Stock Purchase Units or Stripped Common Equity Treasury Stock Purchase Units, as the case may be, to such Holder by book-entry transfer, or other appropriate procedures, in accordance with such instructions. In the event a Holder of Normal Common Equity Stock Purchase Units or Stripped Common Equity Treasury Stock Purchase Units fails to effect such transfer or delivery, the Trust Preferred Securities Notes, the appropriate Applicable Ownership Interest of the Treasury Portfolio or Treasury Securities, as the case may be, underlying such Normal Common Equity Stock Purchase Units or Stripped Common Equity Treasury Stock Purchase Units, as the case may be, and any distributions thereon, shall be held in the name of the Stock Purchase Contract Agent or its nominee in trust for the benefit of such Holder, until the earlier to occur of:

Transfer of Collateral upon Occurrence of Termination Event. Upon the occurrence of a Termination Event and the transfer to the Stock Purchase Contract Agent of the Trust Preferred Securities Notes or the Treasury Securities, as the case may be, underlying the Normal Common Equity New PEPS Units and the Stripped Common Equity Treasury Units, as the case may be, pursuant to the terms of the Pledge Agreement, the Stock Purchase Contract Agent shall request transfer instructions with respect to such Trust Preferred Securities Notes or Treasury Securities, as the case may be, from each Holder by written request, substantially in the form of Exhibit D hereto, mailed to such Holder at its address as it appears in the Security Register. Upon book-entry transfer of the Normal Common Equity New PEPS Units or the Stripped Common Equity Treasury Units or delivery of a Normal Common Equity Unit New PEPS Units Certificate or Stripped Common Equity Unit Treasury Units Certificate to the Stock Purchase Contract Agent with such transfer instructions, the Stock Purchase Contract Agent shall transfer the Trust Preferred Securities Notes or Treasury Securities, as the case may be, underlying such Normal Common Equity New PEPS Units or Stripped Common Equity Treasury Units, as the case may be, to such Holder by book-entry transfer, or other appropriate procedures, in accordance with such instructions; provided, however, that, if a Holder of Treasury Units would otherwise have been entitled to receive less than $1,000 principal amount at maturity of any Treasury Security upon the occurrence of a Termination Event, the Purchase Contract Agent will dispose of the security for cash and pay the appropriate amount of such cash to such Holder in accordance with such Holder’s instructions; and provided further, that upon release by the Collateral Agent of Notes underlying the beneficial ownership interest in the Notes pledged to secure the New PEPS Units holders’ obligations under the related Purchase Contracts (other than any release of the Notes in connection with the creation of Treasury Units, an early settlement with separate cash, an early settlement upon a cash merger, a notice to settle with cash or a remarketing, as described in Sections 3.13, 5.08, 5.05(b)(2), 5.03(b) and 5.03(c), respectively) the Notes will be issuable in denominations of $25 principal amount and integral multiples thereof. In the event a Holder of Normal Common Equity New PEPS Units or Stripped Common Equity Treasury Units fails to effect such transfer or delivery, the Trust Preferred Securities Notes or Treasury Securities, as the case may be, underlying such Normal Common Equity New PEPS Units or Stripped Common Equity Treasury Units, as the case may be, and any distributions interest thereon, shall be held in the name of the Stock Purchase Contract Agent or its nominee in trust for the benefit of such Holder, until the earlier to occur of:

Transfer of Collateral upon Occurrence of Termination Event. Upon the occurrence of a Termination Event and the transfer to the Stock Purchase Contract Agent of the Trust Preferred Securities Debt Securities, the appropriate Applicable Ownership Interest in the Treasury Portfolio or the Treasury Securities, as the case may be, underlying the Normal Common Equity Units Income PRIDES and the Stripped Common Equity Units, as the case may be, Growth PRIDES pursuant to the terms of the Pledge Agreement, the Stock Purchase Contract Agent shall request transfer instructions with respect to such Trust Preferred Debt Securities or the appropriate Applicable Ownership Interest in the Treasury Portfolio or Treasury Securities, as the case may be, from each Holder by written request, substantially in the form of Exhibit D hereto, request mailed to such Holder at its address as it appears in the Security Income PRIDES Register or the Growth PRIDES Register, as the case may be. Upon book-entry transfer of the Normal Common Equity Units Income PRIDES Certificate or the Stripped Common Equity Units Growth PRIDES Certificate or delivery of a Normal Common Equity Unit Certificate an Income PRIDES or Stripped Common Equity Unit Certificate Growth PRIDES to the Stock Purchase Contract Agent with such transfer instructions, the Stock Purchase Contract Agent shall transfer the Trust Preferred Securities Debt Securities, the Treasury Portfolio or Treasury Securities, as the case may be, underlying such Normal Common Equity Units Income PRIDES or Stripped Common Equity UnitsGrowth PRIDES, as the case may be, to such Holder by book-entry transfer, or other appropriate procedures, in accordance with such instructions. In the event a Holder of Normal Common Equity Units Income PRIDES or Stripped Common Equity Units Growth PRIDES fails to effect such transfer or delivery, the Trust Preferred Securities Debt Securities, the appropriate Applicable Ownership Interest in the Treasury Portfolio or Treasury Securities, as the case may be, underlying such Normal Common Equity Units Income PRIDES or Stripped Common Equity UnitsGrowth PRIDES, as the case may be, and any distributions interest thereon, shall be held in the name of the Stock Purchase Contract Agent or its nominee in trust for the benefit of such Holder, until such Income PRIDES or Growth PRIDES are transferred or the earlier Income PRIDES Certificate or Growth PRIDES Certificate is surrendered or such Holder provides satisfactory evidence that such Income PRIDES Certificate or Growth PRIDES Certificate has been destroyed, lost or stolen, together with any indemnity that may be required by the Agent and the Company. In the case of the Treasury Portfolio the Purchase Contract Agent may dispose of the subject securities for cash and pay the applicable portion of such cash to occur of:the Holders in lieu of such Holders Applicable Ownership interest in such Treasury Portfolio, where that such Holder would otherwise have been entitled to receive less than $1,000 of any such security.

Transfer of Collateral upon Occurrence of Termination Event. Upon the occurrence of a Termination Event and the transfer to the Stock Purchase Contract Agent of the Trust Preferred Securities or the Treasury Securities, as the case may be, underlying the Normal Common Equity Units Income PRIDES and the Stripped Common Equity UnitsGrowth PRIDES, as the case may berespectively, pursuant to the terms of the Pledge Agreement, the Stock Purchase Contract Agent shall request transfer instructions with respect to such Trust Preferred Securities or and/or Treasury Securities, as the case may be, from each Holder by written request, substantially in the form of Exhibit D hereto, request mailed to such Holder at its address as it appears in the Security Income PRIDES Register or the Growth PRIDES Register, as the case may be. Upon book-entry transfer of the Normal Common Equity Units Income PRIDES or the Stripped Common Equity Units Growth PRIDES or delivery of a Normal Common Equity Unit an Income PRIDES Certificate or Stripped Common Equity Unit Growth PRIDES Certificate to the Stock Purchase Contract Agent with such transfer instructions, the Stock Purchase Contract Agent shall transfer the Trust Preferred Securities or Treasury Securities, as the case may be, Securities underlying such Normal Common Equity Units Income PRIDES or Stripped Common Equity UnitsGrowth PRIDES, as the case may be, to such Holder by book-entry transfer, or other appropriate procedures, in accordance with such instructions. In the event a Holder of Normal Common Equity Units Income PRIDES or Stripped Common Equity Units Growth PRIDES fails to effect such transfer or delivery, the Trust 42 Preferred Securities or Treasury Securities, as the case may be, Securities underlying such Normal Common Equity Units Income PRIDES or Stripped Common Equity UnitsGrowth PRIDES, as the case may be, and any distributions thereon, shall be held in the name of the Stock Purchase Contract Agent or its nominee in trust for the benefit of such Holder, until such Income PRIDES or Growth PRIDES are transferred or the earlier to occur of:Income PRIDES Certificate or Growth PRIDES Certificate is surrendered or such Holder provides satisfactory evidence that such Income PRIDES Certificate or Growth PRIDES Certificate has been destroyed, lost or stolen, together with any indemnity that may be required by the Agent and the Company.

Transfer of Collateral upon Occurrence of Termination Event. Upon the occurrence of a Termination Event and the transfer to the Stock Purchase Contract Agent of the Trust Preferred Securities Shares or the Treasury Securities, as the case may be, underlying the Normal Common Equity Units Corporate PIES and the Stripped Common Equity Units, as the case may be, Treasury PIES pursuant to the terms of the Pledge Agreement, the Stock Purchase Contract Agent shall request transfer instructions with respect to such Trust Preferred Securities Shares or Treasury Securities, as the case may be, from each Holder by written request, substantially in the form of Exhibit D hereto, mailed to such Holder at its address as it appears in the Security Corporate PIES Register or the Treasury PIES Register, as the case may be. Upon book-entry transfer of the Normal Common Equity Units Corporate PIES or the Stripped Common Equity Units Treasury PIES or delivery of a Normal Common Equity Unit Corporate PIES Certificate or Stripped Common Equity Unit Treasury PIES Certificate to the Stock Purchase Contract Agent with such transfer instructions, the Stock Purchase Contract Agent shall transfer the Trust Preferred Securities Shares or Treasury Securities, as the case may be, underlying such Normal Common Equity Units Corporate PIES or Stripped Common Equity UnitsTreasury PIES, as the case may be, to such Holder by book-entry transfer, or other appropriate procedures, in accordance with such instructions. In the event a Holder of Normal Common Equity Units Corporate PIES or Stripped Common Equity Units Treasury PIES fails to effect such transfer or delivery, the Trust Preferred Securities Shares or Treasury Securities, as the case may be, underlying such Normal Common Equity Units Corporate PIES or Stripped Common Equity UnitsTreasury PIES, as the case may be, and any distributions dividends or interest thereon, shall be held in the name of the Stock Purchase Contract Agent or its nominee in trust for the benefit of such Holder, until the earlier to occur of:of (a) transfer of such Corporate PIES or Treasury PIES or surrender of the Corporate PIES Certificate or Treasury PIES Certificate or such Holder provides satisfactory evidence that such Corporate PIES Certificate or Treasury PIES Certificate has been destroyed, lost or stolen, together with any indemnity that may be required by the Agent and the Company and (b) the expiration of the time period specified in the abandoned property laws of the relevant State.

Transfer of Collateral upon Occurrence of Termination Event. Upon the occurrence of a Termination Event and the transfer to the Stock Purchase Contract Agent of the Trust Preferred Securities Notes, the appropriate Applicable Ownership Interest of the Treasury Portfolio or the Treasury Securities, as the case may be, underlying the Normal Common Equity Units Upper DECS and the Stripped Common Equity Units, as the case may be, DECS pursuant to the terms of the Pledge Agreement, the Stock Purchase Contract Agent shall request transfer instructions with respect to such Trust Preferred Securities Notes or the appropriate Applicable Ownership Interest of the Treasury Portfolio or Treasury Securities, as the case may be, from each Holder by written request, substantially in the form of Exhibit D hereto, request mailed to such Holder at its address as it appears in the Security Upper DECS Register or the Stripped DECS Register, as the case may be. Upon book-entry transfer of the Normal Common Equity Units Upper DECS or the Stripped Common Equity Units DECS or delivery of a Normal Common Equity Unit an Upper DECS Certificate or a Stripped Common Equity Unit DECS Certificate to the Stock Purchase Contract Agent with such transfer instructions, the Stock Purchase Contract Agent shall transfer the Trust Preferred Securities Notes, the Applicable Ownership Interest of the Treasury Portfolio or Treasury Securities, as the case may be, underlying such Normal Common Equity Units Upper DECS or Stripped Common Equity UnitsDECS, as the case may be, to such Holder by book-entry transfer, or other appropriate procedures, in accordance with such instructions; provided, however, that, to the extent that a Holder of Upper DECS or Stripped DECS would otherwise be entitled to receive less than $1,000 principal amount at maturity of the Treasury Portfolio or the Treasury Securities, the Agent shall dispose of such securities for cash, and transfer the appropriate amount of such cash to such Holder in accordance with such Holder's instructions. In the event a Holder of Normal Common Equity Units Upper DECS or Stripped Common Equity Units DECS fails to effect such transfer or delivery, the Trust Preferred Securities Notes, the appropriate Applicable Ownership Interest of the Treasury Portfolio or Treasury Securities, as the case may be, underlying such Normal Common Equity Units Upper DECS or Stripped Common Equity UnitsDECS, as the case may be, and any distributions thereon, shall be held in the name of the Stock Purchase Contract Agent or its nominee in trust for the benefit of such Holder, until such Upper DECS or Stripped DECS are transferred or the earlier to occur of:Upper DECS Certificate or Stripped DECS Certificate is surrendered or such Holder provides satisfactory evidence that such Upper DECS Certificate or Stripped DECS Certificate has been destroyed, lost or stolen, together with any indemnity that may be required by the Agent and the Company.

Transfer of Collateral upon Occurrence of Termination Event. Upon the occurrence of a Termination Event and the transfer to the Stock Purchase Contract Agent of the Trust Preferred Securities Notes or the appropriate Treasury Consideration or the Treasury Securities, as the case may be, underlying the Normal Common Equity Units and the Stripped Common Equity Units, as the case may be, Units pursuant to the terms of the Pledge Agreement, the Stock Purchase Contract Agent shall request transfer instructions with respect to such Trust Preferred Securities Notes or the appropriate Treasury Consideration or Treasury Securities, as the case may be, from each Holder by written request, substantially in the form of Exhibit D hereto, request mailed to such Holder at its address as it appears in the Security Normal Units Register or the Stripped Units Register, as the case may be. Upon book-entry transfer of the Normal Common Equity Units or the Stripped Common Equity Units or delivery of a Normal Common Equity Unit Units Certificate or Stripped Common Equity Unit Units Certificate to the Stock Purchase Contract Agent with such transfer instructions, the Stock Purchase Contract Agent shall transfer the Trust Preferred Notes, the appropriate Treasury Consideration or the Treasury Securities or Treasury Securities, as the case may be, underlying such Normal Common Equity Units or Stripped Common Equity Units, as the case may be, to such Holder by book-entry transfer, or other appropriate procedures, in accordance with such instructions. In the event a Holder of Normal Common Equity Units or Stripped Common Equity Units fails to effect such transfer or delivery, the Trust Preferred Securities Notes, the appropriate Treasury Consideration or the Treasury Securities, as the case may be, underlying such Normal Common Equity Units or Stripped Common Equity Units, as the case may be, and any distributions thereon, shall be held in the name of the Stock Purchase Contract Agent or its nominee in trust for the benefit of such Holder, until such Normal Units or Stripped Units are transferred or the earlier Normal Units Certificate or Stripped Units Certificate is surrendered or such Holder provides satisfactory evidence that such Normal Units Certificate or Stripped Units Certificate has been destroyed, lost or stolen, together with any indemnity that may be required by the Agent and the Company. In the case of the Treasury Portfolio or any Treasury Securities, the Agent may dispose of the subject securities for cash and pay the applicable portion of such cash to occur of:the Holders in lieu of such Holders' Treasury Securities, where such Holder would otherwise have been entitled to receive less than $[____] of any such security.

Transfer of Collateral upon Occurrence of Termination Event. Upon the occurrence of a Termination Event and the transfer to the Stock Purchase Contract Agent of the Trust Preferred Securities or the Treasury Securities, as the case may be, underlying the Normal Common Equity Units Income PRIDES and the Stripped Common Equity UnitsGrowth PRIDES, as the case may berespectively, pursuant to the terms of the Pledge Agreement, the Stock Purchase Contract Agent shall request transfer instructions with respect to such Trust Preferred Securities or and/or Treasury Securities, as the case may be, from each Holder by written request, substantially in the form of Exhibit D hereto, request mailed to such Holder at its address as it appears in the Security Income PRIDES Register or the Growth PRIDES Register, as the case may be. Upon book-entry transfer of the Normal Common Equity Units Income PRIDES or the Stripped Common Equity Units Growth PRIDES or delivery of a Normal Common Equity Unit an Income PRIDES Certificate or Stripped Common Equity Unit Growth PRIDES Certificate to the Stock Purchase Contract Agent with such transfer instructions, the Stock Purchase Contract Agent shall transfer the Trust Preferred Securities or Treasury Securities, as the case may be, Securities underlying such Normal Common Equity Units Income PRIDES or Stripped Common Equity UnitsGrowth PRIDES, as the case may be, to such Holder by book-entry transfer, or other appropriate procedures, in accordance with such instructions. In the event a Holder of Normal Common Equity Units Income PRIDES or Stripped Common Equity Units Growth PRIDES fails to effect such transfer or delivery, the Trust Preferred Securities or Treasury Securities, as the case may be, underlying Securities relating to such Normal Common Equity Units Income PRIDES or Stripped Common Equity UnitsGrowth PRIDES, as the case may be, and any distributions thereon, shall be held in the name of the Stock Purchase Contract Agent or its nominee in trust for the benefit of such Holder, until such Income PRIDES or Growth PRIDES are transferred or the earlier to occur of:Income PRIDES Certificate or Growth PRIDES Certificate is surrendered or such Holder provides satisfactory evidence that such Income PRIDES Certificate or Growth PRIDES Certificate has been destroyed, lost or stolen, together with any indemnity that may be required by the Agent and the Company.

Transfer of Collateral upon Occurrence of Termination Event. Upon the occurrence of a Termination Event and the transfer to the Stock Purchase Contract Agent of the Trust Preferred Securities Securities, Notes, the appropriate Applicable Ownership Interest of the Treasury Portfolio or the Treasury Securities, as the case may be, underlying the Normal Common Equity Units Income PRIDES and the Stripped Common Equity UnitsGrowth PRIDES, as the case may be, pursuant to the terms of the Pledge Agreement, the Stock Purchase Contract Agent shall request transfer instructions with respect to such Trust Preferred Securities Securities, Notes, the appropriate Applicable Ownership Interest of the Treasury Portfolio or Treasury Securities, as the case may be, from each Holder by written request, substantially in the form of Exhibit D hereto, mailed to such Holder at its address as it appears in the Security Register. Upon book-entry transfer of the Normal Common Equity Units Income PRIDES or the Stripped Common Equity Units Growth PRIDES or delivery of a Normal Common Equity Unit an Income PRIDES Certificate or Stripped Common Equity Unit Growth PRIDES Certificate to the Stock Purchase Contract Agent with such transfer instructions, the Stock Purchase Contract Agent shall transfer the Trust Preferred Securities Securities, Notes, the appropriate Applicable Ownership Interest of the Treasury Portfolio or Treasury Securities, as the case may be, underlying such Normal Common Equity Units Income PRIDES or Stripped Common Equity UnitsGrowth PRIDES, as the case may be, to such Holder by book-entry transfer, or other appropriate procedures, in accordance with such instructions. In the event a Holder of Normal Common Equity Units Income PRIDES or Stripped Common Equity Units Growth PRIDES fails to effect such transfer or delivery, the Trust Preferred Securities Securities, Notes, the appropriate Applicable Ownership Interest of the Treasury Portfolio or Treasury Securities, as the case may be, underlying such Normal Common Equity Units Income PRIDES or Stripped Common Equity UnitsGrowth PRIDES, as the case may be, and any distributions thereon, shall be held in the name of the Stock Purchase Contract Agent or its nominee in trust for the benefit of such Holder, until the earlier to occur of:

Transfer of Collateral upon Occurrence of Termination Event. Upon the occurrence of a Termination Event and the transfer to the Stock Purchase Contract Agent of the Trust Preferred Securities Securities, the appropriate Applicable Ownership Interest of the Treasury Portfolio or the Treasury Securities, as the case may be, underlying the Normal Common Equity Units Income PRIDES and the Stripped Common Equity Units, as the case may be, Growth PRIDES pursuant to the terms of the Pledge Agreement, the Stock Purchase Contract Agent shall request transfer instructions with respect to such Trust Preferred Securities or the appropriate Applicable Ownership Interest of the Treasury Portfolio or Treasury Securities, as the case may be, from each Holder by written request, substantially in the form of Exhibit D hereto, request mailed to such Holder at its address as it appears in the Security Income PRIDES Register or the Growth PRIDES Register, as the case may be. Upon book-book entry transfer of the Normal Common Equity Units Income PRIDES or the Stripped Common Equity Units Growth PRIDES or delivery of a Normal Common Equity Unit an Income PRIDES Certificate or Stripped Common Equity Unit Growth PRIDES Certificate to the Stock Purchase Contract Agent with such transfer instructions, the Stock Purchase Contract Agent shall transfer the Trust Preferred Securities Securities, the Treasury Portfolio or Treasury Securities, as the case may be, underlying such Normal Common Equity Units Income PRIDES or Stripped Common Equity UnitsGrowth PRIDES, as the case may be, to such Holder by book-entry transfer, or other appropriate procedures, in accordance with such instructions. In the event a Holder of Normal Common Equity Units Income PRIDES or Stripped Common Equity Units Growth PRIDES fails to effect such transfer or delivery, the Trust Preferred Securities Securities, the appropriate Applicable Ownership Interest of the Treasury Portfolio or Treasury Securities, as the case may be, underlying such Normal Common Equity Units Income PRIDES or Stripped Common Equity UnitsGrowth PRIDES, as the case may be, and any distributions thereon, shall be held in the name of the Stock Purchase Contract Agent or its nominee in trust for the benefit of such Holder, until such Income PRIDES or Growth PRIDES are transferred or the earlier to occur of:Income PRIDES Certificate or Growth PRIDES Certificate is surrendered or such Holder provides satisfactory evidence that such Income PRIDES Certificate or Growth PRIDES Certificate has been destroyed, lost or stolen, together with any indemnity that may be required by the Agent and the Company.

Transfer of Collateral upon Occurrence of Termination Event. Upon the occurrence of a Termination Event and the transfer to the Stock Purchase Contract Agent of the Trust Preferred Securities Debt Securities, the appropriate Applicable Ownership Interest in the Treasury Portfolio or the Treasury Securities, as the case may be, underlying the Normal Common Equity Units Income PRIDES and the Stripped Common Equity Units, as the case may be, Growth PRIDES pursuant to the terms of the Pledge Agreement, the Stock Purchase Contract Agent shall request transfer instructions with respect to such Trust Preferred Debt Securities or the appropriate Applicable Ownership Interest in the Treasury Portfolio or Treasury Securities, as the case may be, from each Holder by written request, substantially in the form of Exhibit D hereto, request mailed to such Holder at its address as it appears in the Security Income PRIDES Register or the Growth PRIDES Register, as the case may be. Upon book-entry transfer of the Normal Common Equity Units Income PRIDES Certificate or the Stripped Common Equity Units Growth PRIDES Certificate or delivery of a Normal Common Equity Unit Certificate an Income PRIDES or Stripped Common Equity Unit Certificate Growth PRIDES to the Stock Purchase Contract Agent with such transfer instructions, the Stock Purchase Contract Agent shall transfer the Trust Preferred Securities Debt Securities, the Treasury Portfolio or Treasury Securities, as the case may be, underlying such Normal Common Equity Units Income PRIDES or Stripped Common Equity UnitsGrowth PRIDES, as the case may be, to such Holder by book-entry transfer, or other appropriate procedures, in accordance with such instructions. In the event a Holder of Normal Common Equity Units Income PRIDES or Stripped Common Equity Units Growth PRIDES fails to effect such transfer or delivery, the Trust Preferred Securities Debt Securities, the appropriate Applicable Ownership Interest in the Treasury Portfolio or Treasury Securities, as the case may be, underlying such Normal Common Equity Units Income PRIDES or Stripped Common Equity UnitsGrowth PRIDES, as the case may be, and any distributions interest thereon, shall be held in the name of the Stock Purchase Contract Agent or its nominee in trust for the benefit of such Holder, until such Income PRIDES or Growth PRIDES are transferred or the earlier Income PRIDES Certificate or Growth PRIDES Certificate is surrendered or such Holder provides satisfactory evidence that such Income PRIDES Certificate or Growth PRIDES Certificate has been destroyed, lost or stolen, together with any indemnity that may be required by the Agent and the Company. In the case of the Treasury Portfolio or any Treasury Securities, the Purchase Contract Agent may dispose of the subject securities for cash and pay the applicable portion of such cash to occur of:the Holders in lieu of such Holders' Applicable Ownership Interest in such Treasury Portfolio, or any Treasury Securities, where such Holder would otherwise have been entitled to receive less than $1,000 of any such security.

Transfer of Collateral upon Occurrence of Termination Event. Upon the occurrence of a Termination Event and the transfer to the Stock Purchase Contract Agent of the Trust Preferred Securities Debentures, the appropriate Applicable Ownership Interest in the Treasury Portfolio or the Treasury Securities, as the case may be, underlying the Normal Common Equity Corporate Units and the Stripped Common Equity Units, as the case may be, Treasury Units pursuant to the terms of the Pledge Agreement, the Stock Purchase Contract Agent shall request transfer instructions with respect to such Trust Preferred Securities the Debentures, the appropriate Applicable Ownership Interest in the Treasury Portfolio or Treasury Securities, as the case may be, from each Holder by written request, substantially in the form of Exhibit D hereto, request mailed to such Holder at its address as it appears in the Security Corporate Unit Register or the Treasury Unit Register, as the case may be. Upon book-entry transfer of the Normal Common Equity Corporate Units or the Stripped Common Equity Treasury Units or delivery of a Normal Common Equity Corporate Unit Certificate or Stripped Common Equity Treasury Unit Certificate to the Stock Purchase Contract Agent with such transfer instructions, the Stock Purchase Contract Agent shall transfer the Trust Preferred Securities Debentures, the appropriate Applicable Ownership Interest in the Treasury Portfolio or Treasury Securities, as the case may be, underlying such Normal Common Equity Corporate Units or Stripped Common Equity Treasury Units, as the case may be, to such Holder by book-entry transfer, or other appropriate procedures, in accordance with such instructions. In the event a Holder of Normal Common Equity Corporate Units or Stripped Common Equity Treasury Units fails to effect such transfer or delivery, the Trust Preferred Securities Debentures, the appropriate Applicable Ownership Interest in the Treasury Portfolio or Treasury Securities, as the case may be, underlying such Normal Common Equity Corporate Units or Stripped Common Equity Treasury Units, as the case may be, and any distributions interest thereon, shall be held in the name of the Stock Purchase Contract Agent or its nominee in trust for the benefit of such Holder, until such Corporate Units or Treasury Units are transferred or the earlier Corporate Unit Certificate or Treasury Unit Certificate is surrendered or such Holder provides satisfactory evidence that such Corporate Unit Certificate or Treasury Unit Certificate has been destroyed, lost or stolen, together with any indemnity that may be required by the Agent and the Company. In the case of the Treasury Portfolio or any Treasury Securities, the Agent may dispose of the subject securities for cash and pay the applicable portion of such cash to occur of:the Holders in lieu of such Holders' Applicable Ownership Interest in such Treasury Portfolio, or any Treasury Securities, where such Holder would otherwise have been entitled to receive less than $1,000 of any such security. SECTION 3.16.

Transfer of Collateral upon Occurrence of Termination Event. Upon the occurrence of a Termination Event and the transfer to the Stock Purchase Contract Agent of the Trust Preferred Securities Notes, the appropriate Applicable Ownership Interest of the Treasury Portfolio or the Treasury Securities, as the case may be, underlying the Normal Common Equity Corporate Units and the Stripped Common Equity Units, as the case may be, Treasury Units pursuant to the terms of the Pledge Agreement, the Stock Purchase Contract Agent shall request transfer instructions with respect to such Trust Preferred Securities Notes or the appropriate Applicable Ownership Interest of the Treasury Portfolio or Treasury Securities, as the case may be, from each Holder by written request, substantially in the form of Exhibit D hereto, request mailed to such Holder at its address as it appears in the Security Corporate Units Register or the Treasury Units Register, as the case may be. Upon book-entry transfer of the Normal Common Equity Corporate Units or the Stripped Common Equity Treasury Units or delivery of a Normal Common Equity Unit Corporate Units Certificate or Stripped Common Equity Unit Treasury Units Certificate to the Stock Purchase Contract Agent with such transfer instructions, the Stock Purchase Contract Agent shall transfer the Trust Preferred Securities Notes, the Applicable Ownership Interest of the Treasury Portfolio or Treasury Securities, as the case may be, underlying such Normal Common Equity Corporate Units or Stripped Common Equity Treasury Units, as the case may be, to such Holder by book-entry transfer, or other appropriate procedures, in accordance with such instructions; provided, however, that, to the extent that a Holder of Corporate Units or Treasury Units would otherwise be entitled to receive less than $1,000 principal amount at maturity of the Treasury Portfolio or the Treasury Securities, the Agent shall dispose of such securities for cash, and transfer the appropriate amount of such cash to such Holder in accordance with such Holder's instructions. In the event a Holder of Normal Common Equity Corporate Units or Stripped Common Equity Treasury Units fails to effect such transfer or delivery, the Trust Preferred Securities Notes, the appropriate Applicable Ownership Interest of the Treasury Portfolio or Treasury Securities, as the case may be, underlying such Normal Common Equity Corporate Units or Stripped Common Equity Treasury Units, as the case may be, and any distributions thereon, shall be held in the name of the Stock Purchase Contract Agent or its nominee in trust for the benefit of such Holder, until such Corporate Units or Treasury Units are transferred or the earlier to occur of:Corporate Units Certificate or Treasury Units Certificate is surrendered or such Holder provides satisfactory evidence that such Corporate Units Certificate or Treasury Units Certificate has been destroyed, lost or stolen, together with any indemnity that may be required by the Agent and the Company.

Transfer of Collateral upon Occurrence of Termination Event. Upon the occurrence of a Termination Event and the transfer to the Stock Purchase Contract Agent of the Trust Preferred Securities Notes or the appropriate Treasury Consideration or the Treasury Securities, as the case may be, underlying the Normal Common Equity Units and the Stripped Common Equity Units, as the case may be, Units pursuant to the terms of the Pledge Agreement, the Stock Purchase Contract Agent shall request transfer instructions with respect to such Trust Preferred Securities Notes or the appropriate Treasury Consideration or Treasury Securities, as the case may be, from each Holder by written request, substantially in the form of Exhibit D hereto, request mailed to such Holder at its address as it appears in the Security Normal Units Register or the Stripped Units Register, as the case may be. Upon book-entry transfer of the Normal Common Equity Units or the Stripped Common Equity Units or delivery of a Normal Common Equity Unit Units Certificate or Stripped Common Equity Unit Units Certificate to the Stock Purchase Contract Agent with such transfer instructions, the Stock Purchase Contract Agent shall transfer the Trust Preferred Notes, the appropriate Treasury Consideration or the Treasury Securities or Treasury Securities, as the case may be, underlying such Normal Common Equity Units or Stripped Common Equity Units, as the case may be, to such Holder by book-entry transfer, or other appropriate procedures, in accordance with such 35 instructions. In the event a Holder of Normal Common Equity Units or Stripped Common Equity Units fails to effect such transfer or delivery, the Trust Preferred Securities Notes, the appropriate Treasury Consideration or the Treasury Securities, as the case may be, underlying such Normal Common Equity Units or Stripped Common Equity Units, as the case may be, and any distributions thereon, shall be held in the name of the Stock Purchase Contract Agent or its nominee in trust for the benefit of such Holder, until such Normal Units or Stripped Units are transferred or the earlier Normal Units Certificate or Stripped Units Certificate is surrendered or such Holder provides satisfactory evidence that such Normal Units Certificate or Stripped Units Certificate has been destroyed, lost or stolen, together with any indemnity that may be required by the Agent and the Company. In the case of the Treasury Portfolio or any Treasury Securities, the Agent may dispose of the subject securities for cash and pay the applicable portion of such cash to occur of:the Holders in lieu of such Holders' Treasury Securities, where such Holder would otherwise have been entitled to receive less than $1,000 of any such security.

Transfer of Collateral upon Occurrence of Termination Event. Upon the occurrence of a Termination Event and the transfer to the Stock Purchase Contract Agent of the Trust Preferred Securities Notes, the appropriate Applicable Ownership Interests of the Treasury Portfolio or the Treasury Securities, as the case may be, underlying the Normal Common Equity Units Corporate MEDS and the Stripped Common Equity UnitsTreasury MEDS, as the case may be, pursuant to the terms of the Pledge Agreement, the Stock Purchase Contract Agent shall request transfer instructions with respect to such Trust Preferred Securities Notes, the appropriate Applicable Ownership Interests of the Treasury Portfolio or Treasury Securities, as the case may be, from each Holder by written request, substantially in the form of Exhibit D hereto, mailed to such Holder at its address as it appears in the Security Register. Upon book-entry transfer of the Normal Common Equity Units Corporate MEDS or the Stripped Common Equity Units Treasury MEDS or delivery of a Normal Common Equity Unit Corporate MEDS Certificate or Stripped Common Equity Unit Treasury MEDS Certificate to the Stock Purchase Contract Agent with such transfer instructions, the Stock Purchase Contract Agent shall transfer the Trust Preferred Securities Notes, the appropriate Applicable Ownership Interests of the Treasury Portfolio or Treasury Securities, as the case may be, underlying such Normal Common Equity Units Corporate MEDS or Stripped Common Equity UnitsTreasury MEDS, as the case may be, to such Holder by book-entry transfer, or other appropriate procedures, in accordance with such instructions. In the event a Holder of Normal Common Equity Units Corporate MEDS or Stripped Common Equity Units Treasury MEDS fails to effect such transfer or delivery, the Trust Preferred Securities Notes, the appropriate Applicable Ownership Interests of the Treasury Portfolio or Treasury Securities, as the case may be, underlying such Normal Common Equity Units Corporate MEDS or Stripped Common Equity UnitsTreasury MEDS, as the case may be, and any distributions thereon, shall be held in the name of the Stock Purchase Contract Agent or its nominee in trust for the benefit of such Holder, until the earlier to occur of:

Transfer of Collateral upon Occurrence of Termination Event. Upon the occurrence of a Termination Event and the transfer to the Stock Purchase Contract Agent of the Trust Preferred Securities Securities, Subordinated Deferrable Notes, the appropriate Applicable Ownership Interest of the Treasury Portfolio or the Treasury Securities, as the case may be, underlying the Normal Common Equity PEPS Units and the Stripped Common Equity Treasury PEPS Units, as the case may be, pursuant to the terms of the Pledge Agreement, the Stock Purchase Contract Agent shall request transfer instructions with respect to such Trust Preferred Securities Securities, Subordinated Deferrable Notes, the appropriate Applicable Ownership Interest of the Treasury Portfolio or Treasury Securities, as the case may be, from each Holder by written request, substantially in the form of Exhibit D hereto, mailed to such Holder at its address as it appears in the Security Register. Upon book-entry transfer of the Normal Common Equity PEPS Units or the Stripped Common Equity Treasury PEPS Units or delivery of a Normal Common Equity Unit PEPS Units Certificate or Stripped Common Equity Unit Treasury PEPS Units Certificate to the Stock Purchase Contract Agent with such transfer instructions, the Stock Purchase Contract Agent shall transfer the Trust Preferred Securities Securities, Subordinated Deferrable Notes, the appropriate Applicable Ownership Interest of the Treasury Portfolio or Treasury Securities, as the case may be, underlying such Normal Common Equity PEPS Units or Stripped Common Equity Treasury PEPS Units, as the case may be, to such Holder by book-entry transfer, or other appropriate procedures, in accordance with such instructions. In the event a Holder of Normal Common Equity PEPS Units or Stripped Common Equity Treasury PEPS Units fails to effect such transfer or delivery, the Trust Preferred Securities Securities, Subordinated Deferrable Notes, the appropriate Applicable Ownership Interest of the Treasury Portfolio or Treasury Securities, as the case may be, underlying such Normal Common Equity PEPS Units or Stripped Common Equity Treasury PEPS Units, as the case may be, and any distributions thereon, shall be held in the name of the Stock Purchase Contract Agent or its nominee in trust for the benefit of such Holder, until the earlier to occur of:

Transfer of Collateral upon Occurrence of Termination Event. Upon the occurrence of a Termination Event and the transfer to the Stock Purchase Contract Agent of the Trust Preferred Securities Notes, the appropriate Applicable Ownership Interest of the Treasury Portfolio or the Treasury Securities, as the case may be, underlying the Normal Common Equity Corporate Units and the Stripped Common Equity Units, as the case may be, Treasury Units pursuant to the terms of the Pledge Agreement, the Stock Purchase Contract Agent shall request transfer instructions with respect to such Trust Preferred Securities Notes or the appropriate Applicable Ownership Interest of the Treasury Portfolio or Treasury Securities, as the case may be, from each Holder by written request, substantially in the form of Exhibit D hereto, request mailed to such Holder at its address as it appears in the Security Corporate Units Register or the Treasury Units Register, as the case may be. Upon book-entry transfer of the Normal Common Equity Corporate Units or the Stripped Common Equity Treasury Units or delivery of a Normal Common Equity Corporate Unit Certificate or Stripped Common Equity a Treasury Unit Certificate to the Stock Purchase Contract Agent with such transfer instructions, the Stock Purchase Contract Agent shall transfer the Trust Preferred Securities Notes, the Applicable Ownership Interest of the Treasury Portfolio or Treasury Securities, as the case may be, underlying such Normal Common Equity Corporate Units or Stripped Common Equity Treasury Units, as the case may be, to such Holder by book-entry transfer, or other appropriate procedures, in accordance with such instructions; provided, however, that, to -------- ------- the extent that a Holder of Corporate Units or Treasury Units would otherwise be entitled to receive less than $1,000 principal amount at maturity of the Treasury Portfolio or the Treasury Securities, the Agent shall dispose of such securities for cash, and transfer the appropriate amount of such cash to such Holder in accordance with such Holder's instructions. In the event a Holder of Normal Common Equity Corporate Units or Stripped Common Equity Treasury Units fails to effect such transfer or delivery, the Trust Preferred Securities Notes, the appropriate Applicable Ownership Interest of the Treasury Portfolio or Treasury Securities, as the case may be, underlying such Normal Common Equity Corporate Units or Stripped Common Equity Treasury Units, as the case may be, and any distributions thereon, shall be held in the name of the Stock Purchase Contract Agent or its nominee in trust for the benefit of such Holder, until such Corporate Units or Treasury Units are transferred or the earlier to occur of:Corporate Unit Certificate or Treasury Unit Certificate is surrendered or such Holder provides satisfactory evidence that such Corporate Unit Certificate or Treasury Unit Certificate has been destroyed, lost or stolen, together with any indemnity that may be required by the Agent and the Company.

Transfer of Collateral upon Occurrence of Termination Event. Upon the occurrence of a Termination Event and the transfer to the Stock Purchase Contract Agent of the Trust Preferred Securities Notes or the Treasury Securities, as the case may be, underlying the Normal Common Equity New PEPS Units and the Stripped Common Equity Treasury Units, as the case may be, pursuant to the terms of the Pledge Agreement, the Stock Purchase Contract Agent shall request transfer instructions with respect to such Trust Preferred Securities Notes or Treasury Securities, as the case may be, from each Holder by written request, substantially in the form of Exhibit D hereto, mailed to such Holder at its address as it appears in the Security Register. Upon book-entry transfer of the Normal Common Equity New PEPS Units or the Stripped Common Equity Treasury Units or delivery of a Normal Common Equity Unit New PEPS Units Certificate or Stripped Common Equity Unit Treasury Units Certificate to the Stock Purchase Contract Agent with such transfer instructions, the Stock Purchase Contract Agent shall transfer the Trust Preferred Securities Notes or Treasury Securities, as the case may be, underlying such Normal Common Equity New PEPS Units or Stripped Common Equity Treasury Units, as the case may be, to such Holder by book-entry transfer, or other appropriate procedures, in accordance with such instructions; provided, however, that, if a Holder of Treasury Units would otherwise have been entitled to receive less than $1,000 principal amount at maturity of any Treasury Security upon the occurrence of a Termination Event, the Purchase Contract Agent will dispose of the security for cash and pay the appropriate amount of such cash to such Holder in accordance with such Holder's instructions; and provided, further, that upon release by the Collateral Agent of Notes underlying the beneficial ownership interest in the Notes pledged to secure the New PEPS Units holders' obligations under the related Purchase Contracts (other than any release of the Notes in connection with the creation of Treasury Units, an early settlement with separate cash, an early settlement upon a cash merger, a notice to settle with cash or a remarketing, as described in Sections 3.13, 5.08, 5.05(b)(2), 5.03(b) and 5.03(c), respectively) the Notes will be issuable in denominations of $25 principal amount and integral multiples thereof. In the event a Holder of Normal Common Equity New PEPS Units or Stripped Common Equity Treasury Units fails to effect such transfer or delivery, the Trust Preferred Securities Notes or Treasury Securities, as the case may be, underlying such Normal Common Equity New PEPS Units or Stripped Common Equity Treasury Units, as the case may be, and any distributions interest thereon, shall be held in the name of the Stock Purchase Contract Agent or its nominee in trust for the benefit of such Holder, until the earlier to occur of:

Transfer of Collateral upon Occurrence of Termination Event. Upon the occurrence of a Termination Event and the transfer to the Stock Purchase Contract Agent of the Trust Preferred Securities Shares or the Treasury Securities, as the case may be, underlying the Normal Common Equity Units Income PRIDES and the Stripped Common Equity Units, as the case may be, Growth PRIDES pursuant to the terms of the Pledge Agreement, the Stock Purchase Contract Agent shall request transfer instructions with respect to such Trust Preferred Securities Shares or Treasury Securities, as the case may be, from each Holder by written request, substantially in the form of Exhibit D hereto, request mailed to such Holder at its address as it appears in the Security Income PRIDES Register or the Growth PRIDES Register, as the case may be. Upon book-entry transfer of the Normal Common Equity Units Income PRIDES or the Stripped Common Equity Units Growth PRIDES or delivery of a Normal Common Equity Unit an Income PRIDES Certificate or Stripped Common Equity Unit Growth PRIDES Certificate to the Stock Purchase Contract Agent with such transfer instructions, the Stock Purchase Contract Agent shall transfer the Trust Preferred Securities Shares or Treasury Securities, as the case may be, underlying such Normal Common Equity Units Income PRIDES or Stripped Common Equity UnitsGrowth PRIDES, as the case may be, to such Holder by book-entry transfer, or other appropriate procedures, in accordance with such instructions. In the event a Holder of Normal Common Equity Units Income PRIDES or Stripped Common Equity Units Growth PRIDES fails to effect such transfer or delivery, the Trust Preferred Securities Shares or Treasury Securities, as the case may be, underlying such Normal Common Equity Units Income PRIDES or Stripped Common Equity UnitsGrowth PRIDES, as the case may be, and any distributions thereon, shall be held in the name of the Stock Purchase Contract Agent or its nominee in trust for the benefit of such Holder, until such Income PRIDES or Growth PRIDES are transferred or the earlier to occur of:Income PRIDES Certificate or Growth PRIDES Certificate is surrendered or such Holder provides satisfactory evidence that such Income PRIDES Certificate or Growth PRIDES Certificate has been destroyed, lost or stolen, together with any indemnity that may be required by the Agent and the Company.

Transfer of Collateral upon Occurrence of Termination Event. Upon the occurrence of a Termination Event and the transfer to the Stock Purchase Contract Agent of the Trust Preferred Securities Securities, the appropriate Applicable Ownership Interest of the Treasury Portfolio or the Treasury Securities, as the case may be, underlying the Normal Common Equity Units Income PRIDES and the Stripped Common Equity Units, as the case may be, Growth PRIDES pursuant to the terms of the Pledge Agreement, the Stock Purchase Contract Agent shall request transfer instructions with respect to such Trust Preferred Securities or the appropriate Applicable Ownership Interest of the Treasury Portfolio or Treasury Securities, as the case may be, from each Holder by written request, substantially in the form of Exhibit D hereto, request mailed to such Holder at its address as it appears in the Security Income PRIDES Register or the Growth PRIDES Register, as the case may be. Upon book-entry transfer of the Normal Common Equity Units Income PRIDES or the Stripped Common Equity Units Growth PRIDES or delivery of a Normal Common Equity Unit an Income PRIDES Certificate or Stripped Common Equity Unit Growth PRIDES Certificate to the Stock Purchase Contract Agent with such transfer instructions, the Stock Purchase Contract Agent shall transfer the Trust Preferred Securities Securities, the Treasury Portfolio or Treasury Securities, as the case may be, underlying such Normal Common Equity Units Income PRIDES or Stripped Common Equity UnitsGrowth PRIDES, as the case may be, to such Holder by book-entry transfer, or other appropriate procedures, in accordance with such instructions. In the event a Holder of Normal Common Equity Units Income PRIDES or Stripped Common Equity Units Growth PRIDES fails to effect such transfer or delivery, the Trust Preferred Securities Securities, the appropriate Applicable Ownership Interest of the Treasury Portfolio or Treasury Securities, as the case may be, underlying such Normal Common Equity Units Income PRIDES or Stripped Common Equity UnitsGrowth PRIDES, as the case may be, and any distributions thereon, shall be held in the name of the Stock Purchase Contract Agent or its nominee in trust for the benefit of such 33 41 Holder, until such Income PRIDES or Growth PRIDES are transferred or the earlier to occur of:Income PRIDES Certificate or Growth PRIDES Certificate is surrendered or such Holder provides satisfactory evidence that such Income PRIDES Certificate or Growth PRIDES Certificate has been destroyed, lost or stolen, together with any indemnity that may be required by the Agent and the Company.

Transfer of Collateral upon Occurrence of Termination Event. Upon the occurrence of a Termination Event and the transfer to the Stock Purchase Contract Agent of the Trust Preferred Securities Notes, the appropriate Applicable Ownership Interest of the Treasury Portfolio or the Treasury Securities, as the case may be, underlying the Normal Common Equity Corporate Units and the Stripped Common Equity Units, as the case may be, Treasury Units pursuant to the terms of the Pledge Agreement, the Stock Purchase Contract Agent shall request transfer instructions with respect to such Trust Preferred Securities Notes or the appropriate Applicable Ownership Interest of the Treasury Portfolio or Treasury Securities, as the case may be, from each Holder by written request, substantially in the form of Exhibit D hereto, request mailed to such Holder at its address as it appears in the Security Corporate Units Register or the Treasury Units Register, as the case may be. Upon book-entry transfer of the Normal Common Equity Corporate Units or the Stripped Common Equity Treasury Units or delivery of a Normal Common Equity Corporate Unit Certificate or Stripped Common Equity a Treasury Unit Certificate to the Stock Purchase Contract Agent with such transfer instructions, the Stock Purchase Contract Agent shall transfer the Trust Preferred Securities Notes, the Applicable Ownership Interest of the Treasury Portfolio or Treasury Securities, as the case may be, underlying such Normal Common Equity Corporate Units or Stripped Common Equity Treasury Units, as the case may be, to such Holder by book-entry transfer, or other appropriate procedures, in accordance with such instructions; provided, however, that, to the extent that a Holder of -------- ------- Corporate Units or Treasury Units would otherwise be entitled to receive less than $1,000 principal amount at maturity of the Treasury Portfolio or the Treasury Securities, the Agent shall dispose of such securities for cash, and transfer the appropriate amount of such cash to such Holder in accordance with such Holder's instructions. In the event a Holder of Normal Common Equity Corporate Units or Stripped Common Equity Treasury Units fails to effect such transfer or delivery, the Trust Preferred Securities Notes, the appropriate Applicable Ownership Interest of the Treasury Portfolio or Treasury Securities, as the case may be, underlying such Normal Common Equity Corporate Units or Stripped Common Equity Treasury Units, as the case may be, and any distributions thereon, shall be held in the name of the Stock Purchase Contract Agent or its nominee in trust for the benefit of such Holder, until such Corporate Units or Treasury Units are transferred or the earlier to occur of:Corporate Unit Certificate or Treasury Unit Certificate is surrendered or such Holder provides satisfactory evidence that such Corporate Unit Certificate or Treasury Unit Certificate has been destroyed, lost or stolen, together with any indemnity that may be required by the Agent and the Company.