FORM OF PURCHASE CONTRACT AGREEMENT

Exhibit 4.10

FORM OF

PURCHASE CONTRACT AGREEMENT

BETWEEN

AMERIGROUP CORPORATION

AND

[                                ]

AS PURCHASE CONTRACT AGENT

DATED AS OF [DATE]

Reconciliation and Tie
between Trust Indenture Act
of 1939 and Purchase Contract
Agreement dated as of [DATE]

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TABLE OF CONTENTS

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EXHIBITS

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          PURCHASE CONTRACT AGREEMENT, dated as of [DATE], between AMERIGROUP CORPORATION, a Delaware corporation (the “Company”), and [                ], acting as purchase contract agent for the Holders of Units from time to time (the “Purchase Contract Agent”).

RECITALS

          The Company has duly authorized the execution and delivery of this Agreement and the Certificates evidencing the Units.

          All things necessary to make the Purchase Contracts, when the Certificates are executed by the Company, authenticated, executed on behalf of the Holders and delivered by the Purchase Contract Agent, as provided in this Agreement, the valid obligations of the Company, and to constitute this Agreement a valid agreement of the Company, in accordance with its terms, have been done.

          For and in consideration of the premises and the purchase of the Units by the Holders thereof, it is mutually agreed as follows:

ARTICLE I

Definitions and Other Provisions
of General Applications

Section 1.1 Definitions .

          For all purposes of this Agreement, except as otherwise expressly provided or unless the context otherwise requires:

               (a) the terms defined in this Article have the meanings assigned to them in this Article and include the plural as well as the singular, and nouns and pronouns of the masculine gender include the feminine and neuter genders;

               (b) all accounting terms not otherwise defined herein have the meanings assigned to them in accordance with generally accepted accounting principles in the United States;

               (c) the words “herein,” “hereof” and “hereunder” and other words of similar import refer to this Agreement as a whole and not to any particular Article, Section, Exhibit or other subdivision;

               (d) the following terms have the meanings given to them in this Section 1.1(d):

          “Act,” when used with respect to any Holder, has the meaning specified in Section 1.4.

          “Adjusted Purchase Contract Adjustment Payment Rate” means, with respect to any Reset Transaction, the rate per annum that is the arithmetic average of the rates quoted by two Reference Dealers selected by the Company as the rate at which Purchase Contract Adjustment Payments should accrue so that the fair closing price, expressed in dollars, of a Corporate Unit immediately after the later of (i) public announcement of such Reset Transaction or (ii) public announcement of a change in dividend policy in connection with such Reset Transaction will equal the average Trading Price of a Corporate Unit for the 20 Trading Days immediately preceding the date of public announcement of such Reset Transaction; provided that the Adjusted Purchase Contract Adjustment Payment Rate shall not be less than ___% per annum.

          “Affiliate” of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For the purposes of this definition, “control” when used with respect to any specified Person means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms “controlling” and “controlled” have meanings correlative to the foregoing.

          “Affiliated Person” with respect to any specified Person means any other Person that is an Affiliate of such specified Person.

          “Agreement” means this Purchase Contract Agreement as the same may be amended, modified or supplemented from time to time in accordance with the terms hereof.

          “Applicable Closing Price” has the meaning set forth in Section 5.1.

          “Applicants” has the meaning set forth in Section 7.12(b).

          “Authorized Newspaper” means The Wall Street Journal, another daily newspaper in the English language of general circulation in New York, New York that is acceptable to the Remarketing Agent or, at the discretion of the Remarketing Agent after consultation with the Company, a nationally recognized quotation system that would be an effective medium of publicizing the event to be publicized.

          “Bankruptcy Code” means Title 11 of the United States Code, or any other law of the United States that from time to time provides a uniform system of bankruptcy laws.

          “Beneficial Owner” means, with respect to a Book-Entry Interest, a Person who is the beneficial owner of such Book-Entry Interest as reflected on the books of the Depositary or on the books of a Person maintaining an account with such Depositary (directly as a Depositary Participant or as an indirect participant, in each case in accordance with the rules of such Depositary).

          “Board of Directors” means the board of directors of the Company or a duly authorized committee of that board.

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          “Board Resolution” means one or more resolutions or unanimous written consents of the Board of Directors, a copy each of which has been certified by the Secretary or an Assistant Secretary of the Company to have been duly adopted by the Board of Directors and to be in full force and effect on the date of such certification and delivered to the Purchase Contract Agent.

          “Book-Entry Interest” means a beneficial interest in a Global Certificate, ownership and transfers of which shall be maintained and made through book entries by a Depositary as described in Section 3.6.

          “Business Day” means any day other than a Saturday or Sunday or a day on which banking institutions in The City of New York are authorized or required by law or executive order to remain closed.

          “Cash Merger” has the meaning set forth in Section 5.10(a).

          “Cash Merger Date” has the meaning set forth in Section 5.10(a).

          “Cash Settlement” has the meaning set forth in Section 5.8(a)(i).

          “Certificate” means a Corporate Unit Certificate or a Treasury Unit Certificate.

          “Closing Price” has the meaning set forth in Section 5.1.

          “Code” means the Internal Revenue Code of 1986, as amended, and the rules and regulations promulgated thereunder.

          “Collateral” has the meaning set forth in Section 1 of the Pledge Agreement.

          “Collateral Account” has the meaning set forth in Section 1 of the Pledge Agreement.

          “Collateral Agent” means                      , as Collateral Agent under the Pledge Agreement until a successor Collateral Agent shall have become such pursuant to the applicable provisions of the Pledge Agreement, and thereafter “Collateral Agent” shall mean the Person who is then the Collateral Agent thereunder.

          “Collateral Substitution” means the substitution of Treasury Securities, for a Holder’s Debt Securities, pursuant to Section 3.13 of this Agreement and Section 5.2 of the Pledge Agreement, and the substitution of a Holder’s Debt Securities for Treasury Securities, pursuant to Section 3.14 of this Agreement and Section 5.3 of the Pledge Agreement.

          “Common Stock” means the common stock, $0.01 par value per share, of the Company.

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          “Company” means the Person named as the “Company” in the first paragraph of this instrument until a successor shall have become such pursuant to the applicable provision of this Agreement, and thereafter “Company” shall mean such successor.

          “Constituent Person” has the meaning set forth in Section 5.5(b).

          “Corporate Trust Office” means the office of the Purchase Contract Agent at which, at any particular time, its corporate trust business shall be principally administered, which office at the date hereof is located at                                          , Attention:                      .

          “Corporate Unit” means the collective rights and obligations of a Holder of a Corporate Unit Certificate in respect of the Debt Securities or, if substituted therefore, in respect of the Treasury Portfolio Interest, in each case, subject to the Pledge thereof, and the related Purchase Contract.

          “Corporate Unit Certificate” means a certificate evidencing the rights and obligations of a Holder in respect of the number of Corporate Units specified on such certificate.

          “Corporate Units Register” and “Corporate Units Registrar” have the respective meanings specified in Section 3.5.

          “Coupon Rate” means the percentage rate per annum at which each Debt Security will bear interest initially.

          “Current Market Price” has the meaning specified in Section 5.5(a)(8).

          “Debt Securities” means the ___% Debt Securities due ___ to be issued by the Company under the Indenture, each having a minimum denomination of $1,000 and bearing interest, payable on the Payment Dates, initially at the Coupon Rate to, but excluding, the Remarketing Settlement Date or the Purchase Contract Settlement Date, as applicable, and, thereafter, at the Reset Rate, in each case pursuant to the Indenture. Any reference herein to “one Debt Security,” “a Debt Security” or “the Debt Security” or any phrase herein having a similar meaning shall be a reference to a Debt Security in the principal amount of $1,000 or any integral multiple thereof.

          “Depositary” means an organization registered as a “clearing agency” pursuant to Section 17A of the Exchange Act that is acting as a depositary for the Units and in whose name, or in the name of a nominee of that organization, shall be registered a Global Certificate and which shall undertake to effect book-entry transfers and pledges of the Units. Initially, DTC shall be the Depositary.

          “Depositary Participant” means a broker, dealer, bank, other financial institution or other Person for whom from time to time the Depositary effects book-entry transfers and pledges of securities deposited with the Depositary.

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          “Dividend Yield” means, with respect to any security for any period, the dividends paid or proposed to be paid pursuant to an announced dividend policy on such security for such period divided by, if with respect to dividends paid on such security, the average Closing Price of such security during such period and, if with respect to dividends so proposed to be paid on such security, the Closing Price of such security on the effective date of the related Reset Transaction.

          “DTC” means The Depository Trust Company, the initial Depositary.

          “Early Settlement” has the meaning set forth in Section 5.9(a).

          “Early Settlement Amount” has the meaning set forth in Section 5.9(a).

          “Early Settlement Date” has the meaning set forth in Section 5.9(a).

          “Early Settlement Rate” has the meaning set forth in Section 5.9(b).

          “Election Date” means the fourth Business Day prior to the Initial Remarketing Date.

          “ERISA” means the Employee Retirement Income Security Act of 1974, as amended.

          “Exchange Act” means the Securities Exchange Act of 1934 and any statute successor thereto, in each case as amended from time to time, and the rules and regulations promulgated thereunder.

          “Expiration Date” has the meaning set forth in Section 1.4(e).

          “Expiration Time” has the meaning set forth in Section 5.5(a)(6).

          “Failed Remarketing” has the meaning set forth in Section 5.3(c).

          “Final Remarketing” has the meaning set forth in the Remarketing Agreement.

          “Final Remarketing Date” has the meaning set forth in the Remarketing Agreement.

          “Global Certificate” means a Certificate that is issued in global form, evidencing all or part of the Units, and is registered in the name of a Depositary or a nominee thereof.

          “Holder” means, with respect to a Unit, the Person in whose name the Unit evidenced by a Corporate Unit Certificate and/or a Treasury Unit Certificate is registered in the related Corporate Units Register and/or the Treasury Units Register, as the case may be; provided, however, that in determining whether the Holders of the requisite number of Corporate Units and/or Treasury Units have Acted on any matter, then for the

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purpose of such determination only (and not for any other purpose hereunder), if the Units remain in the form of one or more Global Certificates and if the Depositary which is the registered holder of such Global Certificate has sent an omnibus proxy assigning voting rights to the Depositary Participants to whose accounts the Units are credited on the applicable record date, the term “Holder” shall mean such Depositary Participant acting at the direction of the Beneficial Owners.

          “Indenture” means the Indenture, dated as of [DATE], between the Company and the Trustee (the “Original Indenture”) and the Officer’s Certificate, dated as of [DATE] establishing the terms and other provisions of the Debt Securities pursuant to the Original Indenture (the “Indenture Officer’s Certificate” and together with the Original Indenture, the “Indenture”), as the same may be amended, modified or supplemented from time to time in accordance with the terms thereof.

          “Initial Remarketing” has the meaning set forth in the Remarketing Agreement.

          “Initial Remarketing Date” has the meaning set forth in the Remarketing Agreement.

          “Issuer Order” or “Issuer Request” means a written request or order signed in the name of the Company by (i) either its Chief Executive Officer, its President or one of its Vice Presidents and (ii) either its Corporate Secretary or one of its Assistant Corporate Secretaries or its Treasurer or one of its Assistant Treasurers, and delivered to the Purchase Contract Agent.

          “Merger Early Settlement” has the meaning set forth in Section 5.10.

          “Merger Early Settlement Amount” has the meaning set forth in Section 5.10(b).

          “Merger Early Settlement Date” has the meaning set forth in Section 5.10(a)(i).

          “Non-electing Share” has the meaning set forth in Section 5.5(b).

          “Officer’s Certificate” means a certificate signed by the chairman or vice chairman of the Board of Directors, the chief financial officer, the president, any vice president, any assistant vice president, the treasurer or any assistant treasurer of the Company, and delivered to the Purchase Contract Agent.

          “Opinion of Counsel” means a written opinion of counsel, which may be counsel for the Company (and who may be an employee of the Company), and which shall be reasonably acceptable to the Purchase Contract Agent.

          “Outstanding Units” means, with respect to any Corporate Unit or Treasury Unit and as of the date of determination, all Corporate Units or Treasury Units

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evidenced by Certificates theretofore authenticated, executed and delivered under this Agreement, except:

               (1) If a Termination Event has occurred, Corporate Units and Treasury Units for which the related Debt Securities, the Treasury Portfolio or Treasury Securities, as the case may be, have been theretofore deposited with the Purchase Contract Agent in trust for the Holders of such Corporate Units or Treasury Units, as the case may be;

               (2) Corporate Units and Treasury Units evidenced by Certificates theretofore cancelled by the Purchase Contract Agent or delivered to the Purchase Contract Agent for cancellation or deemed cancelled pursuant to the provisions of this Agreement; and

               (3) Corporate Units and Treasury Units evidenced by Certificates in exchange for or in lieu of which other Certificates have been authenticated, executed on behalf of the Holder and delivered pursuant to this Agreement, other than any such Certificate in respect of which there shall have been presented to the Purchase Contract Agent proof satisfactory to it that such Certificate is held by a bona fide purchaser in whose hands the Corporate Units or Treasury Units evidenced by such Certificate are valid obligations of the Company;

provided, however, that in determining whether the Holders of the requisite number of the Corporate Units or Treasury Units have given any request, demand, authorization, direction, notice, consent or waiver hereunder, Corporate Units or Treasury Units owned by the Company or any Affiliate of the Company shall be disregarded and deemed not to be Outstanding Units, except that, in determining whether the Purchase Contract Agent shall be protected in relying upon any such request, demand, authorization, direction, notice, consent or waiver, only Corporate Units or Treasury Units which a Responsible Officer of the Purchase Contract Agent knows to be so owned shall be so disregarded. Corporate Units or Treasury Units so owned which have been pledged in good faith may be regarded as Outstanding Units if the pledgee establishes to the satisfaction of the Purchase Contract Agent the pledgee’s right so to act with respect to such Corporate Units or Treasury Units and that the pledgee is not the Company or any Affiliate of the Company.

          “Payment Date” means each                      ,                      ,                      and                      , commencing [DATE].

          “Permitted Investments” has the meaning set forth in Section 1 of the Pledge Agreement.

          “Person” means a legal person, including any individual, corporation, estate, partnership, joint venture, association, joint-stock company, limited liability company, trust, unincorporated organization or government or any agency or political subdivision thereof or any other entity of whatever nature.

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          “Plan” means an employee benefit plan that is subject to ERISA, a plan or individual retirement account that is subject to Section 4975 of the Code or any entity whose assets are considered assets of any such plan.

          “Pledge” means the pledge under the Pledge Agreement of the Debt Securities, any Treasury Portfolio or any Treasury Securities, in each case, constituting a part of the Units.

          “Pledge Agreement” means the Pledge Agreement, dated as of the date hereof, by and among the Company, the Collateral Agent, the Securities Intermediary and the Purchase Contract Agent, on its own behalf and as attorney-in-fact for the Holders from time to time of the Units, as the same may be amended, modified or supplemented from time to time in accordance with the terms thereof.

          “Pledged Debt Securities” has the meaning set forth in Section 1 of the Pledge Agreement.

          “Pledged Treasury Portfolio Interest” has the meaning set forth in Section 1 of the Pledge Agreement.

          “Pledged Treasury Securities” has the meaning set forth in Section 1 of the Pledge Agreement.

          “Predecessor Certificate” means a Predecessor Corporate Unit Certificate or a Predecessor Treasury Unit Certificate.

          “Predecessor Corporate Unit Certificate” of any particular Corporate Unit Certificate means every previous Corporate Unit Certificate evidencing all or a portion of the rights and obligations of the Company and the Holder under the Corporate Units evidenced thereby; and, for the purposes of this definition, any Corporate Unit Certificate authenticated and delivered under Section 3.10 in exchange for or in lieu of a mutilated, destroyed, lost or stolen Corporate Unit Certificate shall be deemed to evidence the same rights and obligations of the Company and the Holder as the mutilated, destroyed, lost or stolen Corporate Unit Certificate.

          “Predecessor Treasury Unit Certificate” of any particular Treasury Unit Certificate means every previous Treasury Unit Certificate evidencing all or a portion of the rights and obligations of the Company and the Holder under the Treasury Units evidenced thereby; and, for the purposes of this definition, any Treasury Unit Certificate authenticated and delivered under Section 3.10 in exchange for or in lieu of a mutilated, destroyed, lost or stolen Treasury Unit Certificate shall be deemed to evidence the same rights and obligations of the Company and the Holder as the mutilated, destroyed, lost or stolen Treasury Unit Certificate.

          “Proceeds” has the meaning set forth in Section 1 of the Pledge Agreement.

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          “Purchase Contract” means, with respect to any Units, the contract contained in this Agreement and forming a part of such Units and obligating (i) the Company to sell, and the Holder of such Units to purchase, shares of Common Stock and (ii) the Company to pay to the Holder Purchase Contract Adjustment Payments, in each case, on the terms and subject to the conditions set forth in Article Five.

          “Purchase Contract Adjustment Payments” means the payments payable by the Company on the Payment Dates in respect of each Purchase Contract, equal to (a) if a Reset Transaction has not occurred, ___% per annum of the Stated Amount or (b) following the occurrence of a Reset Transaction, the Adjusted Purchase Contract Adjustment Payment Rate related to such Reset Transaction until any succeeding Reset Transaction shall occur, in either case computed (i) for any full quarterly period on the basis of a 360-day year of twelve 30-day months, (ii) for any period shorter than a full quarterly period for which such payments are calculated, on the basis of a 30-day month and (iii) for periods of less than a month, the actual number of days elapsed per 30-day month.

          “Purchase Contract Agent” means the Person named as the “Purchase Contract Agent” in the first paragraph of this Agreement until a successor Purchase Contract Agent shall have become such pursuant to the applicable provisions of this Agreement, and thereafter “Purchase Contract Agent” shall mean such Person.

          “Purchase Contract Settlement Date” means [DATE].

          “Purchase Contract Settlement Fund” has the meaning set forth in Section 5.4.

          “Purchase Price” has the meaning set forth in Section 5.1.

          “Purchased Shares” has the meaning set forth in Section 5.5(a)(6).

          “Record Date” for the Purchase Contract Adjustment Payments payable on any Payment Date means the fifteenth Business Day prior to such Payment Date.

          “Reference Dealer” means a dealer engaged in the trading of convertible securities.

          “Reference Price” has the meaning set forth in Section 5.1.

          “Register” means the Corporate Units Register and the Treasury Units Register.

          “Registrar” means the Corporate Units Registrar and the Treasury Units Registrar.

          “Remarketing” means the remarketing of the Remarketing Debt Securities pursuant to the Remarketing Procedures.

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          “Remarketing Agent” has the meaning set forth in Section 5.3(b).

          “Remarketing Agreement” means the Remarketing Agreement, dated as of the date hereof, between the Company and the Remarketing Agent, as the same may be amended, modified or supplemented from time to time in accordance with the terms thereof.

          “Remarketing Date” means the date of any Successful Remarketing.

          “Remarketing Debt Securities” has the meaning set forth in Section 5.3(b).

          “Remarketing Fee” has the meaning set forth in Section 5.3(b).

          “Remarketing Procedures” means, collectively, the procedures and requirements relating to the Remarketing and the determination of the Reset Rate as set forth in the Indenture, this Agreement, the Pledge Agreement and the Remarketing Agreement.

          “Remarketing Settlement Date” means the date of the settlement of any Successful Remarketing, which will be three Business Days after such Remarketing.

          “Remarketing Value” means the sum of:

               (1) Unless the Remarketing occurs on the Final Remarketing Date, the value on the Remarketing Date of U.S. Treasury securities that will mature or pay, on or prior to the Payment Date falling on the Purchase Contract Settlement Date, an amount of cash equal to the aggregate interest that is scheduled to be payable on that Payment Date, on (i) the Debt Securities that are included in Corporate Units and (ii) the Separated Debt Securities, in each case, which are participating in the Remarketing, assuming for that purpose that the interest rate on the Debt Securities is equal to the Coupon Rate;

               (2) the value on the Remarketing Date of U.S. Treasury securities that will pay, on or prior to the Purchase Contract Settlement Date, an amount of cash equal to the Stated Amount of (i) such Debt Securities that are included in Corporate Units and (ii) the Separated Debt Securities, in each case, which are participating in the Remarketing; and

               (3) the Remarketing Fee;

provided that, for purposes of each of clauses (1) through (3) above, the Remarketing Value shall be calculated on the assumptions that (i) the U.S. Treasury securities are highly liquid securities and mature on or within 35 days prior to the Purchase Contract Settlement Date, as determined in good faith by the Remarketing Agent in a manner intended to minimize the Remarketing Value, and (ii) the U.S. Treasury securities are valued based on the ask-side price of the Treasury securities at a time between 9:00 a.m.

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and 11:00 a.m. (New York City time), selected by the Remarketing Agent, on the Remarketing Date as determined on a third-day settlement basis by a reasonably and customary means selected in good faith by the Remarketing Agent, plus accrued interest to that date; and provided further that, the Remarketing Agent shall, in its sole discretion, select the U.S. Treasury securities in connection with a Remarketing in open market transactions, at a U.S. Treasury auction and/or from its own account.

          “Reorganization Event” has the meaning set forth in Section 5.5(b).

          “Reset Rate” has the meaning set forth in the Indenture Officer’s Certificate.

          “Reset Transaction” means a merger, consolidation or statutory share exchange to which the Person that is the issuer of the shares of Common Stock for which the Purchase Contracts are then to be settled is a party, a sale of all or substantially all assets of such Person, a recapitalization of such shares of Common Stock or a distribution described in Section 5.5(a)(4) by such Person and after the effective date of such transaction the Purchase Contracts are then to be settled for shares of common stock of a Person (i) which had a Dividend Yield for the four fiscal quarters immediately preceding the public announcement thereof which was, or (ii) that announces a dividend policy prior to the effective date thereof which policy, if implemented, would result in a Dividend Yield on such shares of Common Stock for the next four fiscal quarters which would be, more than 250 basis points higher than the Dividend Yield on the shares of Common Stock for which the Purchase Contracts are to be settled prior to such effective date for the four fiscal quarters immediately preceding such public announcement.

          “Responsible Officer” means, when used with respect to the Agent, any officer within the Corporate Trust Administration unit of the Purchase Contract Agent (or any successor unit or department of the Agent) located at the Corporate Trust Office of the Purchase Contract Agent who has direct responsibility for the administration of this Agreement.

          “Securities Intermediary” means                      , as Securities Intermediary under the Pledge Agreement until a successor Securities Intermediary shall have become such pursuant to the applicable provisions of the Pledge Agreement, and thereafter “Securities Intermediary” shall mean such successor.

          “Separated Debt Securities” has the meaning set forth in the Pledge Agreement.

          “Settlement Rate” has the meaning specified in Section 5.1.

          “Stated Amount” means, with respect to any one Unit, $50 in cash.

          “Stated Maturity” means, with respect to the Debt Securities, [DATE].

          “Subsequent Remarketing” has the meaning specified in the Remarketing Agreement.

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          “Subsequent Remarketing Date” has the meaning specified in the Remarketing Agreement.

          “Successful Final Remarketing” has the meaning specified in the Pledge Agreement.

          “Successful Initial Remarketing” has the meaning specified in the Pledge Agreement.

          “Successful Remarketing” has the meaning specified in the Remarketing Agreement.

          “Successful Subsequent Remarketing” has the meaning specified in the Pledge Agreement.

          “Termination Date” means the date, if any, on which a Termination Event occurs.

          “Termination Event” means the occurrence of any of the following events:

               (1) at any time on or prior to the Purchase Contract Settlement Date, a judgment, decree or court order shall have been entered granting relief with respect to the Company under the Bankruptcy Code or any other similar applicable Federal or state law, adjudicating the Company to be insolvent, or approving as properly filed a petition seeking reorganization or liquidation of the Company, and, unless such judgment, decree or order shall have been entered within 60 days prior to the Purchase Contract Settlement Date, such decree or order shall have continued undischarged and unstayed for a period of 60 days;

               (2) a judgment, decree or court order for the appointment of a receiver or liquidator or trustee or assignee in bankruptcy or insolvency of the Company or of its property, or for the winding up or liquidation of its affairs, shall have been entered, and, unless such judgment, decree or order shall have been entered within 60 days prior to the Purchase Contract Settlement Date, such judgment, decree or order shall have continued undischarged and unstayed for a period of 60 days; or

               (3) at any time on or prior to the Purchase Contract Settlement Date, the Company shall file a petition for relief under the Bankruptcy Code, or shall consent to the filing of a bankruptcy proceeding against it, or shall file a petition or answer or consent seeking reorganization or liquidation of the Company under the Bankruptcy Code or any other similar applicable Federal or state law, or shall consent to the filing of any such petition, or shall consent to the appointment of a receiver or liquidator or trustee or assignee in bankruptcy or insolvency of it or of its property, or shall make an assignment for the benefit of its

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creditors, or shall admit in writing its inability to pay its debts generally as they become due.

          “Threshold Appreciation Price” has the meaning set forth in Section 5.1.

          “TIA” means the Trust Indenture Act of 1939, as amended from time to time, or any successor legislation, and the rules and regulations promulgated thereunder.

          “Trading Day” has the meaning set forth in Section 5.1.

          “Trading Price” of a security on any date of determination means:

               (1) the closing sale price (or, if no closing price is reported, the last reported sale price) of a security (regular way) on the New York Stock Exchange, Inc. on such date;

               (2) if such security is not listed for trading on the New York Stock Exchange, Inc. on any such date, the closing sale price as reported in the composite transactions for the principal United States securities exchange on which such security is so listed;

               (3) if such security is not so listed on a United States national or regional securities exchange, the closing sale price as reported by The NASDAQ Stock Market;

               (4) if such security is not so reported, the price quoted by Interactive Data Corporation for such security or, if Interactive Data Corporation is not quoting such price, a similar quotation service selected by the Company;

               (5) if such security is not so quoted, the average of the mid-point of the last bid and ask prices for such security from at least two dealers recognized as market-makers for such security; or

               (6) if such security is not so quoted, the average of the last bid and ask prices for such security from a Reference Dealer.

          “Transfer” has the meaning specified in the Pledge Agreement.

          “Treasury Portfolio” has the meaning specified in Section 5.3(b).

          “Treasury Portfolio Interest” has the meaning specified in Section 5.3(b).

          “Treasury Portfolio Return” has the meaning specified in Section 4.1.

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          “Treasury Security” means a zero-coupon U.S. Treasury Security that has a principal amount at maturity of $1,000 and which matures on or prior to the Business Day prior to the Purchase Contract Settlement Date.

          “Treasury Unit Certificate” means a certificate evidencing the rights and obligations of a Holder in respect of the number of Treasury Units specified on such certificate.

          “Treasury Units” means, following the substitution of Treasury Securities for Debt Securities as collateral to secure a Holder’s obligations under a Purchase Contract, the collective rights and obligations of a Holder of a Treasury Unit Certificate in respect of such Treasury Securities, subject to the Pledge thereof, and the related Purchase Contract.

          “Treasury Units Register” and “Treasury Units Registrar” have the respective meanings set forth in Section 3.5.

          “Trustee” means                                          , a                      corporation, as trustee under the Indenture, or any successor thereto.

          “Underwriters” means                                          , as underwriters under the Underwriting Agreement.

          “Underwriting Agreement” means the Underwriting Agreement dated [DATE] between the Company and the Underwriters relating to the offer, issuance and sale of the Corporate Units, as the same may be amended, modified or supplemented from time to time in accordance with the terms thereof.

          “Units” means Corporate Units, Treasury Units, or the collective reference to the Corporate Units and the Treasury Units, as the case may be.

          Section 1.2 Compliance Certificates and Opinions .

          Except as otherwise expressly provided by this Agreement, upon any application or request by the Company to the Purchase Contract Agent to take any action in accordance with any provision of this Agreement, the Company shall furnish to the Purchase Contract Agent an Officer’s Certificate stating that all conditions precedent, if any, provided for in this Agreement relating to the proposed action have been complied with and, if requested by the Purchase Contract Agent, an Opinion of Counsel stating that, in the opinion of such counsel, all such conditions precedent, if any, have been complied with, except that in the case of any such application or request as to which the furnishing of such documents is specifically required by any provision of this Agreement relating to such particular application or request, no additional certificate or opinion need be furnished.

          Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Agreement (other than pursuant to Section 10.5) shall include:

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               (1) a statement that each individual signing such certificate or opinion has read such covenant or condition and the definitions herein relating thereto;

               (2) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based;

               (3) a statement that, in the opinion of each such individual, he or she has made such examination or investigation as is necessary to enable such individual to express an informed opinion as to whether or not such covenant or condition has been complied with; and

               (4) a statement as to whether, in the opinion of each such individual, such condition or covenant has been complied with.

Section 1.3 Form of Documents Delivered to Purchase Contract Agent .

          In any case where several matters are required to be certified by, or covered by an opinion of, any specified Person, it is not necessary that all such matters be certified by, or covered by the opinion of, only one such Person, or that they be so certified or covered by only one document, but one such Person may certify or give an opinion with respect to some matters and one or more other such Persons as to other matters, and any such Person may certify or give an opinion as to such matters in one or several documents.

          Any certificate or opinion of an officer of the Company may be based, insofar as it relates to legal matters, upon a certificate or opinion of, or representations by, counsel, unless such officer knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to the matters upon which his certificate or opinion is based are erroneous. Any such certificate or Opinion of Counsel may be based, insofar as it relates to factual matters, upon a certificate or opinion of, or representations by, an officer or officers of the Company stating that the information with respect to such factual matters is in the possession of the Company unless such counsel knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to such matters are erroneous.

          Where any Person is required to make, give or execute two or more applications, requests, consents, certificates, statements, opinions or other instruments under this Agreement, they may, but need not, be consolidated and form one instrument.

Section 1.4 Acts of Holders; Record Dates .

               (a) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Agreement to be given or taken by Holders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Holders in person or by an agent duly appointed in writing;

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and, except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments are delivered to the Purchase Contract Agent and, where it is hereby expressly required, to the Company. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” of the Holders signing such instrument or instruments. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Agreement and (subject to Section 7.1) conclusive in favor of the Purchase Contract Agent and the Company, if made in the manner provided in this Section.

               (b) The fact and date of the execution by any Person of any such instrument or writing may be proved in any manner which the Purchase Contract Agent deems sufficient.

               (c) The ownership of Units shall be proved by the Corporate Units Register or the Treasury Units Register, as the case may be.

               (d) Any request, demand, authorization, direction, notice, consent, waiver or other Act of the Holder of any Certificate shall bind every future Holder of the same Certificate and the Holder of every Certificate issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof in respect of anything done, omitted or suffered to be done by the Purchase Contract Agent or the Company in reliance thereon, whether or not notation of such action is made upon such Certificate.

               (e) The Company may set any day as a record date for the purpose of determining the Holders of Outstanding Units entitled to give, make or take any request, demand, authorization, direction, notice, consent, waiver or other action provided or permitted by this Agreement to be given, made or taken by Holders of Units. If any record date is set pursuant to this paragraph, the Holders of the Outstanding Corporate Units and the Outstanding Treasury Units, as the case may be, on such record date, and no other Holders, shall be entitled to take the relevant action with respect to the Corporate Units or the Treasury Units, as the case may be, whether or not such Holders remain Holders after such record date; provided that no such action shall be effective hereunder unless taken on or prior to the applicable Expiration Date by Holders of the requisite number of Outstanding Units on such record date. Nothing contained in this paragraph shall be construed to prevent the Company from setting a new record date for any action for which a record date has previously been set pursuant to this paragraph (whereupon the record date previously set shall automatically and with no action by any Person be cancelled and be of no effect), and nothing contained in this paragraph shall be construed to render ineffective any action taken by Holders of the requisite number of Outstanding Units on the date such action is taken. Promptly after any record date is set pursuant to this paragraph, the Company, at its own expense, shall cause notice of such record date, the proposed action by Holders and the applicable Expiration Date to be given to the Purchase Contract Agent in writing and to each Holder of Units in the manner set forth in Section 1.6.

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                    With respect to any record date set pursuant to this Section, the Company may designate any date as the “Expiration Date” and from time to time may change the Expiration Date to any earlier or later day; provided that no such change shall be effective unless notice of the proposed new Expiration Date is given to the Purchase Contract Agent in writing, and to each Holder of Units in the manner set forth in Section 1.6, on or prior to the existing Expiration Date. If an Expiration Date is not designated with respect to any record date set pursuant to this Section, the Company shall be deemed to have initially designated the 180th day after such record date as the Expiration Date with respect thereto, subject to its right to change the Expiration Date as provided in this paragraph. Notwithstanding the foregoing, no Expiration Date shall be later than the 180th day after the applicable record date.

Section 1.5 Notices .

          Any notice or communication is duly given if in writing and delivered in Person or mailed by first-class mail (registered or certified, return receipt requested), telecopier (with receipt confirmed) or overnight air courier guaranteeing next day delivery, to the others’ address; provided that notice shall be deemed given to the Purchase Contract Agent and the Trustee, as the case may be, only upon receipt thereof:

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Section 1.6 Notice to Holders; Waiver .

          Where this Agreement provides for notice to Holders of any event, such notice shall be sufficiently given (unless otherwise herein expressly provided) if in writing and mailed, first-class postage prepaid, to each Holder affected by such event, at its address as it appears in the applicable Register, not later than the latest date, and not earlier than the earliest date, prescribed for the giving of such notice. In any case where notice to Holders is given by mail, neither the failure to mail such notice, nor any defect in any notice so mailed to any particular Holder shall affect the sufficiency of such notice with respect to other Holders. Where this Agreement provides for notice in any manner, such notice may be waived in writing by the Person entitled to receive such notice, either before or after the event, and such waiver shall be the equivalent of such notice. Waivers of notice by Holders shall be filed with the Purchase Contract Agent, but such filing shall not be a condition precedent to the validity of any action taken in reliance upon such waiver.

          In case by reason of the suspension of regular mail service or by reason of any other cause it shall be impracticable to give such notice by mail, then such notification as shall be made with the approval of the Purchase Contract Agent shall constitute a sufficient notification for every purpose hereunder.

Section 1.7 Effect of Headings and Table of Contents .

          The Article and Section headings herein and the Table of Contents are for convenience only and shall not affect the construction hereof.

Section 1.8 Successors and Assigns .

          All covenants and agreements in this Agreement by the Company shall bind its successors and assigns, whether so expressed or not.

Section 1.9 Severability .

          If any provision in this Agreement is invalid or unenforceable in any jurisdiction, then, to the fullest extent permitted by law, (i) the other provisions of this Agreement shall remain in full force and effect in such jurisdiction and shall be liberally construed in order to carry out the intentions of the parties hereto as nearly as may be possible and (ii) the invalidity or unenforceability of any provision of this Agreement in any jurisdiction shall not in any way affect the validity or enforceability of such provision in any other jurisdiction.

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Section 1.10 Benefits of Agreement .

          Nothing contained in this Agreement or in the Units, express or implied, shall give to any Person, other than the parties hereto and their successors hereunder and, to the extent provided hereby, the Holders, any benefits or any legal or equitable right, remedy or claim under this Agreement. The Holders from time to time shall be beneficiaries of this Agreement and shall be bound by all of the terms and conditions hereof and of the Units evidenced by their Certificates by their acceptance of delivery of such Certificates.

Section 1.11 Governing Law; Jurisdiction and Venue .

          THIS AGREEMENT AND THE UNITS SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

          The Company, the Purchase Contract Agent and the Holders from time to time of the Units, acting through the Purchase Contract Agent as their attorney-in-fact, hereby submit to the nonexclusive jurisdiction of the United States District Court for the Southern District of New York for the purposes of all legal proceedings arising out of or relating to this Agreement or the transactions contemplated hereby. The Company and the Holders from time to time of the Units, acting through the Purchase Contract Agent as their attorney-in-fact, irrevocably waive, to the fullest extent permitted by applicable law, any objection which they may now or hereafter have to the laying of the venue of any such proceeding brought in such a court and any claim that any such proceeding brought in such a court has been brought in an inconvenient forum.

Section 1.12 Legal Holidays .

          In any case where any Payment Date shall not be a Business Day, then (notwithstanding any other provision of this Agreement, the Corporate Unit Certificates or the Treasury Unit Certificates) payments by or owed from the Company contemplated by this Agreement shall not be made on such date, but shall be made on the next succeeding Business Day with the same force and effect as if made on such Payment Date, provided that no interest shall accrue or be payable by the Company or any Holder for the period from and after any such Payment Date, except that, if such next succeeding Business Day is in the next succeeding calendar year, such payment shall be made on the immediately preceding Business Day with the same force and effect as if made on such Payment Date.

          In any case where any Purchase Contract Settlement Date shall not be a Business Day, notwithstanding any other provision of this Agreement, the Corporate Unit Certificates or the Treasury Unit Certificates, Purchase Contracts shall not be settled on such date, but the Purchase Contracts shall be settled on the immediately following Business Day with the same force and effect as if performed on the Purchase Contract Settlement Date.

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Section 1.13 Counterparts .

          This Agreement may be executed in any number of counterparts by the parties hereto on separate counterparts, each of which, when so executed and delivered, shall be deemed an original, but all such counterparts shall together constitute one and the same instrument.

Section 1.14 Inspection of Agreement .

          A copy of this Agreement shall be available at all reasonable times during normal business hours at the Corporate Trust Office for inspection by any Holder or Beneficial Owner.

ARTICLE II

Certificate Forms

Section 2.1 Forms of Certificates Generally .

          The Corporate Unit Certificates (including the form of Purchase Contract forming part of the Corporate Units evidenced thereby) shall be in substantially the form set forth in Exhibit A hereto, with such letters, numbers or other marks of identification or designation and such legends or endorsements printed, lithographed or engraved thereon as may be required by the rules of any securities exchange on which the Corporate Units are listed or any depositary therefor, or as may, consistently herewith, be determined by the officers of the Company executing such Corporate Unit Certificates, as evidenced by their execution of the Corporate Unit Certificates.

          The definitive Corporate Unit Certificates shall be printed, lithographed or engraved on steel engraved borders or may be produced in any other manner, all as determined by the officers of the Company executing the Corporate Units evidenced by such Corporate Unit Certificates, consistent with the provisions of this Agreement, as evidenced by their execution thereof.

          The Treasury Unit Certificates (including the form of Purchase Contracts forming part of the Treasury Units evidenced thereby) shall be in substantially the form set forth in Exhibit B hereto, with such letters, numbers or other marks of identification or designation and such legends or endorsements printed, lithographed or engraved thereon as may be required by the rules of any securities exchange on which the Treasury Units may be listed or any depositary therefor, or as may, consistently herewith, be determined by the officers of the Company executing such Treasury Unit Certificates, as evidenced by their execution of the Treasury Unit Certificates.

          The definitive Treasury Unit Certificates shall be printed, lithographed or engraved on steel engraved borders or may be produced in any other manner, all as determined by the officers of the Company executing the Treasury Units evidenced by such Treasury Unit Certificates, consistent with the provisions of this Agreement, as evidenced by their execution thereof.

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          Every Global Certificate authenticated, executed on behalf of the Holders and delivered hereunder shall bear a legend in substantially the following form:

     “This Certificate is a Global Certificate within the meaning of the Purchase Contract Agreement hereinafter referred to and is registered in the name of The Depository Trust Company, a New York corporation (the “Depositary”), or a nominee of the Depositary. This Certificate is exchangeable for certificates registered in the name of a person other than the Depositary or its nominee only in the limited circumstances described in the Purchase Contract Agreement and no transfer of this Certificate (other than a transfer of this Certificate as a whole by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary) may be registered except in limited circumstances.

     Unless this Certificate is presented by an authorized representative of the Depositary to AMERIGROUP Corporation or its agent for registration of transfer, exchange or payment, and any certificate issued is registered in the name of Cede & Co. or such other name as is requested by an authorized representative of the Depositary (and any payment hereon is made to Cede & Co. or to such other entity as is requested by an authorized representative of the Depositary), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL since the registered owner hereof, Cede & Co., has an interest herein.”

Section 2.2 Form of Purchase Contract Agent’s Certificate of Authentication .

          The form of the Purchase Contract Agent’s certificate of authentication of the Corporate Units shall be in substantially the form set forth on the form of the Corporate Unit Certificates.

          The form of the Purchase Contract Agent’s certificate of authentication of the Treasury Units shall be in substantially the form set forth on the form of the Treasury Unit Certificates.

ARTICLE III

The Units

Section 3.1 Amount; Form and Denominations .

          The aggregate number of Units evidenced by Certificates authenticated, executed on behalf of the Holders and delivered hereunder is limited to                      (or up to                      if the Underwriters’ over-allotment option pursuant to the Underwriting Agreement is exercised in full), except for Certificates authenticated,

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executed and delivered upon registration of transfer of, in exchange for, or in lieu of, other Certificates pursuant to Sections 3.4, 3.5, 3.10, 3.13, 3.14, 5.9 or 5.10.

          The Certificates shall be issuable only in registered form and only in denominations of a single Corporate Unit or Treasury Unit and any integral multiple thereof.

Section 3.2 Rights and Obligations Evidenced by the Certificates .

          Each Corporate Unit Certificate shall evidence the number of Corporate Units specified therein, with each such Corporate Unit representing (1) the ownership by the Holder thereof of a beneficial interest in one Debt Security or, if substituted therefor, the Pledged Treasury Portfolio Interest, in either case, subject to the Pledge of such Debt Security or such Pledged Treasury Portfolio Interest, as the case may be, by such Holder pursuant to the Pledge Agreement, and (2) the rights and obligations of the Holder thereof and the Company under one Purchase Contract. The Purchase Contract Agent as attorney-in-fact for, and on behalf of, the Holder of each Corporate Unit shall pledge, pursuant to the Pledge Agreement, the Debt Security or, if substituted therefor, the Treasury Portfolio Interest, forming a part of such Corporate Unit, to the Collateral Agent and grant to the Collateral Agent a security interest in the right, title and interest of such Holder in such Debt Security or such Treasury Portfolio Interest, as the case may be, for the benefit of the Company, to secure the obligation of the Holder under each Purchase Contract to purchase shares of Common Stock pursuant to the Purchase Contract.

          Upon the formation of Treasury Units pursuant to Section 3.13, each Treasury Unit Certificate shall evidence the number of Treasury Units specified therein, with each such Treasury Unit representing (1) the ownership by the Holder thereof of a 1/20 undivided beneficial interest in a Treasury Security with a principal amount equal to $1,000, subject to the Pledge of such Treasury Security by such Holder pursuant to the Pledge Agreement, and (2) the rights and obligations of the Holder thereof and the Company under one Purchase Contract. The Purchase Contract Agent as attorney-in-fact for, and on behalf of, the Holder of each Treasury Unit shall pledge, pursuant to the Pledge Agreement, the Treasury Security or Treasury Securities forming a part of such Treasury Unit, to the Collateral Agent and grant to the Collateral Agent a security interest in the right, title and interest of such Holder in such Treasury Security or Treasury Securities for the benefit of the Company, to secure the obligation of the Holder under each Purchase Contract to purchase shares of Common Stock pursuant to this Agreement and the related Purchase Contract.

          Prior to the purchase of shares of Common Stock under each Purchase Contract, such Purchase Contract shall not entitle the Holder of a Corporate Unit Certificate or a Treasury Unit Certificate to any of the rights of a holder of shares of Common Stock, including, without limitation, the right to vote or receive any dividends or other payments or to consent or to receive notice as a shareholder in respect of the meetings of shareholders or for the election of directors of the Company or for any other matter, or any other rights whatsoever as a shareholder of the Company.

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Section 3.3 Execution, Authentication, Delivery and Dating .

          Subject to the provisions of Sections 3.1, 3.13 and 3.14 hereof, upon the execution and delivery of this Agreement, and at any time and from time to time thereafter, the Company may deliver Certificates executed by the Company to the Purchase Contract Agent for authentication, execution on behalf of the Holders and delivery, together with its Issuer Order for authentication of such Certificates, and the Purchase Contract Agent in accordance with such Issuer Order shall authenticate, execute on behalf of the Holders and deliver such Certificates.

          The Certificates shall be executed on behalf of the Company by its Chairman of the Board, President, one of its Vice Presidents, Corporate Secretary or Treasurer. The signature of any of these officers on the Certificates may be manual or facsimile.

          Certificates bearing the manual or facsimile signatures of an individual who was at any time the proper officer of the Company shall bind the Company, notwithstanding that such individual has ceased to hold such office prior to the authentication and delivery of such Certificates or did not hold such office at the date of such Certificates.

          No Purchase Contract evidenced by a Certificate shall be valid until such Certificate has been executed on behalf of the Holder by the manual signature of an authorized officer of the Purchase Contract Agent, as such Holder’s attorney-in-fact. Such signature by an authorized officer of the Purchase Contract Agent shall be conclusive evidence that the Holder of such Certificate has entered into the Purchase Contract or Purchase Contracts evidenced by such Certificate.

          Each Certificate shall be dated the date of its authentication.

          No Certificate shall be entitled to any benefit under this Agreement or be valid or obligatory for any purpose unless there appears on such Certificate a certificate of authentication substantially in the form provided for herein executed by an authorized officer of the Purchase Contract Agent by manual signature, and such certificate upon any Certificate shall be conclusive evidence, and the only evidence, that such Certificate has been duly authenticated and delivered hereunder.

Section 3.4 Temporary Certificates .

          Pending the preparation of definitive Certificates, the Company shall execute and deliver to the Purchase Contract Agent, and the Purchase Contract Agent shall authenticate, execute on behalf of the Holders, and deliver, in lieu of such definitive Certificates, temporary Certificates which are in substantially the form set forth in Exhibit A or Exhibit B hereto, as the case may be, with such letters, numbers or other marks of identification or designation and such legends or endorsements printed, lithographed or engraved thereon as may be required by the rules of any securities exchange on which the Corporate Units or Treasury Units are or may be listed, or as may,

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consistently herewith, be determined by the officers of the Company executing such Certificates, as evidenced by their execution of the Certificates.

          If temporary Certificates are issued, the Company will cause definitive Certificates to be prepared without unreasonable delay. After the preparation of definitive Certificates, the temporary Certificates shall be exchangeable for definitive Certificates upon surrender of the temporary Certificates at the Corporate Trust Office, at the expense of the Company and without charge to the Holder. Upon surrender for cancellation of any one or more temporary Certificates, the Company shall execute and deliver to the Purchase Contract Agent, and the Purchase Contract Agent shall authenticate, execute on behalf of the Holder, and deliver in exchange therefor, one or more definitive Certificates of like tenor and denominations and evidencing a like aggregate number of Corporate Units or Treasury Units, as the case may be, as the temporary Certificate or Certificates so surrendered. Until so exchanged, the temporary Certificates shall in all respects evidence the same benefits and the same obligations with respect to the Corporate Units or Treasury Units, as the case may be, evidenced thereby as definitive Certificates.

Section 3.5 Registration; Registration of Transfer and Exchange .

          The Purchase Contract Agent shall keep at the Corporate Trust Office a register (the “Corporate Units Register”) in which, subject to such reasonable regulations as it may prescribe, the Purchase Contract Agent shall provide for the registration of Corporate Unit Certificates and of transfers of Corporate Unit Certificates (the Purchase Contract Agent, in such capacity, the “Corporate Units Registrar”) and a register (the “Treasury Units Register”) in which, subject to such reasonable regulations as it may prescribe, the Purchase Contract Agent shall provide for the registration of the Treasury Unit Certificates and transfers of Treasury Unit Certificates (the Purchase Contract Agent, in such capacity, the “Treasury Units Registrar”).

          Upon surrender for registration of transfer of any Certificate at the Corporate Trust Office, the Company shall execute and deliver to the Purchase Contract Agent, and the Purchase Contract Agent shall authenticate, execute on behalf of the designated transferee or transferees, and deliver, in the name of the designated transferee or transferees, one or more new Certificates of any authorized denominations, like tenor, and evidencing a like aggregate number of Corporate Units or Treasury Units, as the case may be.

          At the option of the Holder, Certificates may be exchanged for other Certificates, of any authorized denominations and evidencing a like number of Corporate Units or Treasury Units, as the case may be, upon surrender of the Certificates to be exchanged at the Corporate Trust Office. Whenever any Certificates are so surrendered for exchange, the Company shall execute and deliver to the Purchase Contract Agent, and the Purchase Contract Agent shall authenticate, execute on behalf of the Holder, and deliver the Certificates which the Holder making the exchange is entitled to receive.

          All Certificates issued upon any registration of transfer or exchange of a Certificate shall evidence the ownership of the same aggregate number of Corporate

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Units or Treasury Units, as the case may be, and be entitled to the same benefits and subject to the same obligations, under this Agreement as the Corporate Units or Treasury Units, as the case may be, evidenced by the Certificate surrendered upon such registration of transfer or exchange.

          Every Certificate presented or surrendered for registration of transfer or for exchange shall (if so required by the Purchase Contract Agent) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Purchase Contract Agent duly executed, by the Holder thereof or its attorney duly authorized in writing.

          No service charge shall be made for any registration of transfer or exchange of a Certificate, but the Company and the Purchase Contract Agent may require payment from the Holder of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Certificates, other than any exchanges pursuant to Sections 3.4, 3.6 and 8.5 not involving any transfer.

          Notwithstanding the foregoing, the Company shall not be obligated to execute and deliver to the Purchase Contract Agent, and the Purchase Contract Agent shall not be obligated to authenticate, execute on behalf of the Holder and deliver any Certificate in exchange for any other Certificate presented or surrendered for registration of transfer or for exchange on or after the Business Day immediately preceding the earlier of the Purchase Contract Settlement Date or the Termination Date. In lieu of delivery of a new Certificate, upon satisfaction of the applicable conditions specified above in this Section and receipt of appropriate registration or transfer instructions from such Holder, the Purchase Contract Agent shall:

               (1) if the Purchase Contract Settlement Date has occurred, deliver the shares of Common Stock issuable in respect of the Purchase Contracts forming a part of the Units evidenced by such other Certificate; or

               (2) if a Termination Event shall have occurred prior to the Purchase Contract Settlement Date, transfer the Debt Securities, the Treasury Portfolio or the Treasury Securities, as the case may be, evidenced thereby,

in each case subject to the applicable conditions and in accordance with the applicable provisions of Article Five hereof.

Section 3.6 Book-Entry Interests .

          The Certificates, on original issuance, will be issued in the form of one or more fully registered Global Certificates, to be delivered to the Depositary or its custodian by, or on behalf of, the Company. Such Global Certificate shall initially be registered on the books and records of the Company in the name of Cede & Co., the

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nominee of the Depositary, and no Beneficial Owner will receive a definitive Certificate representing such Beneficial Owner’s interest in such Global Certificate, except as provided in Section 3.9. The Purchase Contract Agent shall enter into an agreement with the Depositary if so requested by the Company. Unless and until definitive, fully registered Certificates have been issued to Beneficial Owners pursuant to Section 3.9:

               (1) the provisions of this Section 3.6 shall be in full force and effect;

               (2) the Company shall be entitled to deal with the Depositary for all purposes of this Agreement (including making Purchase Contract Adjustment Payments and receiving approvals, votes or consents hereunder) as the Holder of the Units and the sole holder of the Global Certificates and shall have no obligation to the Beneficial Owners;

               (3) to the extent that the provisions of this Section 3.6 conflict with any other provisions of this Agreement, the provisions of this Section 3.6 shall control; and

               (4) the rights of the Beneficial Owners shall be exercised only through the Depositary and shall be limited to those established by law and agreements between such Beneficial Owners and the Depositary and/or the Depositary Participants.

Section 3.7 Notices to Holders .

          Whenever a notice or other communication to the Holders is required to be given under this Agreement, the Company or the Company’s agent shall give such notices and communications to the Holders and, with respect to any Units registered in the name of a Depositary or the nominee of a Depositary, the Company or the Company’s agent shall, except as set forth herein, have no obligations to the Beneficial Owners.

Section 3.8 Appointment of Successor Depositary .

          If any Depositary elects to discontinue its services as securities depositary with respect to the Units or ceases to be eligible as a “depositary” under the Exchange Act, the Company may, in its sole discretion, appoint a successor Depositary with respect to the Units.

Section 3.9 Definitive Certificates .

          If (a) the Depositary is at any time unwilling, unable or ineligible to continue as a “clearing agency” registered under the Exchange Act and a successor Depositary is not appointed by the Company pursuant to Section 3.8 within 90 days of the date the Company and the Purchase Contract Agent is so informed in writing thereof, (b) the Company executes and delivers to the Purchase Contract Agent a Company Order (as defined in the Indenture) to the effect that the Global Certificates shall be exchangeable for Definitive Certificates or (c) a default by the Company in respect of its

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obligations under one or more Purchase Contracts has occurred and is continuing, then upon surrender of the Global Certificates representing the Units by the Depositary, accompanied by registration instructions, the Company shall cause definitive Certificates to be delivered to Beneficial Owners in accordance with the instructions of the Depositary. The Company and the Purchase Contract Agent shall not be liable for any delay in delivery of such instructions and may conclusively rely on and shall be protected in relying on, such instructions.

Section 3.10 Mutilated, Destroyed, Lost and Stolen Certificates .

          If any mutilated Certificate is surrendered to the Purchase Contract Agent, the Company shall execute and deliver to the Purchase Contract Agent, and the Purchase Contract Agent shall authenticate, execute on behalf of the Holder, and deliver in exchange therefor, a new Certificate, evidencing the same number of Corporate Units or Treasury Units, as the case may be, and bearing a Certificate number not contemporaneously outstanding.

          If there shall be delivered to the Company and the Purchase Contract Agent (i) evidence to their satisfaction of the destruction, loss or theft of any Certificate, and (ii) such security or indemnity as may be required by them to hold each of them and any agent of any of them harmless, then, in the absence of notice to the Company or to a Responsible Officer of the Purchase Contract Agent that such Certificate has been acquired by a bona fide purchaser, the Company shall execute and deliver to the Purchase Contract Agent, and the Purchase Contract Agent shall authenticate, execute on behalf of the Holder, and deliver to the Holder, in lieu of any such destroyed, lost or stolen Certificate, a new Certificate, evidencing the same number of Corporate Units or Treasury Units, as the case may be, and bearing a Certificate number not contemporaneously outstanding.

          Notwithstanding the foregoing, the Company shall not be obligated to execute and deliver to the Purchase Contract Agent, and the Purchase Contract Agent shall not be obligated to authenticate, execute on behalf of the Holder, and deliver to the Holder, a Certificate on or after the Business Day immediately preceding the earlier of the Purchase Contract Settlement Date or the Termination Date. In lieu of delivery of a new Certificate, upon satisfaction of the applicable conditions specified above in this Section and receipt of appropriate registration or transfer instructions from such Holder, the Purchase Contract Agent shall:

               (1) if the Purchase Contract Settlement Date has occurred, deliver the shares of Common Stock issuable in respect of the Purchase Contracts forming a part of the Units evidenced by such Certificate; or

               (2) if a Termination Event shall have occurred prior to the Purchase Contract Settlement Date, transfer the Debt Securities, the Treasury Portfolio or the Treasury Securities, as the case may be, evidenced thereby,

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in each case subject to the applicable conditions and in accordance with the applicable provisions of Article Five hereof.

          Upon the issuance of any new Certificate under this Section, the Company and the Purchase Contract Agent may require the payment by the Holder of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Purchase Contract Agent) connected therewith.

          Every new Certificate issued pursuant to this Section in lieu of any destroyed, lost or stolen Certificate shall constitute an original additional contractual obligation of the Company and of the Holder in respect of the Units evidenced thereby, whether or not the destroyed, lost or stolen Certificate (and the Units evidenced thereby) shall be at any time enforceable by anyone, and shall be entitled to all the benefits and be subject to all the obligations of this Agreement equally and proportionately with any and all other Certificates delivered hereunder.

          The provisions of this Section are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Certificates.

Section 3.11 Persons Deemed Owners .

          Prior to due presentment of a Certificate for registration of transfer, the Company and the Purchase Contract Agent, and any agent of the Company or the Purchase Contract Agent, may treat the Person in whose name such Certificate is registered as the owner of the Corporate Units or Treasury Units evidenced thereby, for the purpose of receiving interest payments on the Debt Securities, receiving Purchase Contract Adjustment Payments, performance of the Purchase Contracts and for all other purposes whatsoever, whether or not any interest payments on the Debt Securities or the Purchase Contract Adjustment Payments payable in respect of the Purchase Contracts constituting a part of the Corporate Units or Treasury Units evidenced thereby shall be overdue and notwithstanding any notice to the contrary, and neither the Company nor the Purchase Contract Agent, nor any agent of the Company or the Purchase Contract Agent, shall be affected by notice to the contrary.

          Notwithstanding the foregoing, with respect to any Global Certificate, nothing contained herein shall prevent the Company, the Purchase Contract Agent or any agent of the Company or the Purchase Contract Agent, from giving effect to any written certification, proxy or other authorization furnished by any Depositary (or its nominee), as a Holder, with respect to such Global Certificate or impair, as between such Depositary and owners of beneficial interests in such Global Certificate, the operation of customary practices governing the exercise of rights of such Depositary (or its nominee) as Holder of such Global Certificate.

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Section 3.12 Cancellation .

          All Certificates surrendered for delivery of shares of Common Stock on or after the Purchase Contract Settlement Date, upon the transfer of Debt Securities, the Treasury Portfolio or Treasury Securities, as the case may be, after the occurrence of a Termination Event or pursuant to an Early Settlement, or a Collateral Substitution or the recreation of Corporate Units or upon the registration of a transfer or exchange of a Unit, shall, if surrendered to any Person other than the Purchase Contract Agent, be delivered to the Purchase Contract Agent and, if not already cancelled, shall be promptly cancelled by it. The Company may at any time deliver to the Purchase Contract Agent for cancellation any Certificates previously authenticated, executed and delivered hereunder which the Company may have acquired in any manner whatsoever, and all Certificates so delivered shall, upon Issuer Order, be promptly cancelled by the Purchase Contract Agent. No Certificates shall be authenticated, executed on behalf of the Holder and delivered in lieu of or in exchange for any Certificates cancelled as provided in this Section, except as expressly permitted by this Agreement. All cancelled Certificates held by the Purchase Contract Agent shall be disposed of by the Purchase Contract Agent in accordance with its customary procedures.

          If the Company or any Affiliate of the Company shall acquire any Certificate, such acquisition shall not operate as a cancellation of such Certificate unless and until such Certificate is delivered to the Purchase Contract Agent cancelled or for cancellation.

Section 3.13 Creation of Treasury Units by Substitution of Treasury Securities .

          A Holder may separate the Debt Securities from the related Purchase Contracts in respect of such Holder’s Corporate Units by substituting for such Debt Securities Treasury Securities or security entitlements thereto, pursuant to the Pledge Agreement, in an aggregate principal amount equal to the aggregate principal amount of such Debt Securities, at any time from and after the date of this Agreement until 5:00 p.m. (New York City time) on the Election Date by:

               (1) providing notice to the Purchase Contract Agent, substantially in the form of Exhibit C hereto, of such Holder’s intention to create Treasury Units;

               (2) for each group of 20 Corporate Units from which such Holder wishes to create Treasury Units, transferring a Treasury Security to the Securities Intermediary which shall then (y) deposit the Treasury Security with the Collateral Agent in the Collateral Account under the Pledge Agreement and instruct the Collateral Agent to hold such Treasury Security as Collateral under the Pledge Agreement and (z) instruct the Collateral Agent to release to the Purchase Contract Agent, on behalf of such Holder, $1,000 principal amount of Debt Securities formerly subject to the Pledge;

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               (3) transferring the related Corporate Units to the Purchase Contract Agent accompanied by a notice to the Purchase Contract Agent, substantially in the form of Exhibit D hereto, stating that the Holder has transferred the relevant amount of Treasury Securities to the Securities Intermediary and requesting that the Purchase Contract Agent instruct the Collateral Agent to release the Debt Securities relating to such Corporate Units, whereupon the Purchase Contract Agent shall promptly give such instruction to the Collateral Agent, substantially in the form of Exhibit A to the Pledge Agreement; and

               (4) paying to the Collateral Agent any fees or expenses incurred in connection with the Collateral Substitution;

provided that, Holders may make Collateral Substitutions only in integral multiples of 20 Corporate Units. Under no circumstances may a Holder of Corporate Units create Treasury Units after the Election Date.

          The Holders’ right to create Treasury Units as set forth in this Section and the limit of the preceding sentence shall in no way limit the ability of the Purchase Contract Agent, the Collateral Agent, the Securities Intermediary or the Remarketing Agent to substitute the Treasury Portfolio for the Debt Securities then comprising a part of the Corporate Units upon a Successful Remarketing (other than the Debt Securities of Holders of Corporate Units that have elected not to participate in the Remarketing).

          Upon receipt of the Treasury Securities described in clause (2) above and the instruction described in clause (1) above, in accordance with the terms of the Pledge Agreement, the Collateral Agent shall, under the Pledge Agreement, cause the Securities Intermediary to effect the release of such Debt Securities from the Pledge to the Purchase Contract Agent, free and clear of the Company’s security interest therein, and the transfer of such Debt Securities to the Purchase Contract Agent on behalf of the Holder thereof. Upon receipt thereof, the Purchase Contract Agent shall promptly:

               (i) cancel the related Corporate Units;

               (ii) transfer the applicable aggregate principal amount of Debt Securities to the Holder; and

               (iii) authenticate, execute on behalf of such Holder and deliver a Treasury Unit Certificate executed by the Company in accordance with Section 3.3 evidencing the same number of Purchase Contracts as were evidenced by the cancelled Corporate Units.

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          Holders who elect to separate the Debt Securities from the related Purchase Contracts and to substitute Treasury Securities for such Debt Securities shall be responsible for any fees or expenses payable to the Collateral Agent for its services as Collateral Agent in respect of the substitution, and the Company shall not be responsible for any such fees or expenses.

          In the event a Holder making a Collateral Substitution pursuant to this Section 3.13 fails to effect a book-entry transfer of the Corporate Units or fails to deliver Corporate Unit Certificates to the Purchase Contract Agent after depositing Treasury Securities with the Collateral Agent, then the Debt Securities or Treasury Portfolio Interest, as the case may be, constituting a part of such Corporate Units, and any interest payments on such Debt Securities or the Treasury Portfolio Interest, as the case may be, shall be held in the name of the Purchase Contract Agent or its nominee in trust for the benefit of such Holder, until such Corporate Units are so transferred or the Corporate Unit Certificates are so delivered, as the case may be, or, with respect to the Corporate Unit Certificates, such Holder provides evidence satisfactory to the Company and the Purchase Contract Agent that such Corporate Unit Certificates have been destroyed, lost or stolen, together with any indemnity that may be required by the Purchase Contract Agent and the Company.

          Except as described in this Sections 3.13 and 5.3, for so long as the Purchase Contract relating to a Corporate Unit remains in effect, such Corporate Unit shall not be separable into its constituent parts, and the rights and obligations of the Holder in respect of the Debt Security or the Treasury Portfolio Interest, as the case may be, and the Purchase Contract comprising such Corporate Unit may be acquired, and may be transferred and exchanged, only as a Corporate Unit.

Section 3.14 Recreation of Corporate Units .

          A Holder of Treasury Units may recreate Corporate Units at any time until 5:00 p.m. (New York City time) on the Election Date by:

               (1) providing notice to the Purchase Contract Agent, substantially in the form of Exhibit C hereto, of such Holder’s intention to create Corporate Units;

               (2) for each Treasury Unit such Holder wishes to substitute, transferring 20 Debt Securities to the Securities Intermediary which shall then (y) deposit such Debt Securities in the Collateral Account under the Pledge Agreement and instruct the Collateral Agent to hold such Debt Securities as Collateral and (z) instruct the Collateral Agent to release to such Holder the Treasury Security formerly subject to the Pledge;

               (3) transferring the related Treasury Units to the Purchase Contract Agent accompanied by a notice to the Purchase Contract Agent, substantially in the form of Exhibit D hereto, (i) stating

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that the Holder has transferred the relevant amount of Debt Securities to the Securities Intermediary and (ii) requesting that the Purchase Contract Agent instruct the Collateral Agent to release the Treasury Securities relating to such Treasury Units, whereupon the Purchase Contract Agent shall promptly give such instruction to the Collateral Agent, substantially in the form of Exhibit C to the Pledge Agreement; and

               (4) paying to the Collateral Agent any fees or expenses incurred in connection with the recreation of Corporate Units;

provided that, Holders of Treasury Units may recreate Corporate Units in integral multiples of 20 Treasury Units for 20 Corporate Units. Under no circumstance may a Holder of Treasury Units recreate Corporate Units after the Election Date.

          Upon receipt of the Debt Securities described in clause (1) above and the instruction described in clause (2) above, in accordance with the terms of the Pledge Agreement, the Collateral Agent shall cause the Securities Intermediary to effect the release of such Treasury Securities from the Pledge, free and clear of the Company’s security interest therein, and the transfer of such Treasury Securities to the Holder thereof. Upon receipt thereof, the Purchase Contract Agent shall promptly:

               (i) cancel the related Treasury Units; and

               (ii) authenticate, execute on behalf of such Holder and deliver a Corporate Unit Certificate executed by the Company in accordance with Section 3.3 evidencing the same number of Purchase Contracts as were evidenced by the cancelled Treasury Units.

          Holders who elect to recreate Corporate Units shall be responsible for any fees or expenses payable to the Collateral Agent for its services as Collateral Agent in respect of the substitution, and the Company shall not be responsible for any such fees or expenses.

          Except as provided in this Section 3.14, for so long as the Purchase Contract relating to a Treasury Unit remains in effect, such Treasury Unit shall not be separable into its constituent parts and the rights and obligations of the Holder of such Treasury Unit in respect of the 1/20 of a Treasury Security and the Purchase Contract comprising such Treasury Unit may be acquired, and may be transferred and exchanged, only as a Treasury Unit.

Section 3.15 Transfer of Collateral upon Occurrence of Termination Event .

          Upon the occurrence of a Termination Event and the transfer to the Purchase Contract Agent of Debt Securities, Treasury Portfolio or Treasury Securities, as the case may be, relating to the Corporate Units and the Treasury Units, as the case may

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be, pursuant to the terms of the Pledge Agreement, the Purchase Contract Agent shall request transfer instructions with respect to such Debt Securities, Treasury Portfolio Interest or Treasury Securities, as the case may be, from each Holder by written request, substantially in the form of Exhibit E hereto, mailed to such Holder at its address as it appears in the Corporate Units Register or the Treasury Units Register, as the case may be.

          Upon book-entry transfer of the Corporate Units or Treasury Units or delivery of a Corporate Unit Certificate or Treasury Unit Certificate to the Purchase Contract Agent with such transfer instructions, the Purchase Contract Agent shall transfer such Debt Securities, Treasury Portfolio Interest or Treasury Securities, as the case may be, relating to such Corporate Units or 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 Corporate Units or Treasury Units fails to effect such transfer or delivery, such Debt Securities, Treasury Portfolio Interest or Treasury Securities, as the case may be, relating to such Corporate Units or Treasury Units, as the case may be, and any interest thereon, shall be held in the name of the Purchase Contract Agent or its nominee in trust for the benefit of such Holder, until the earlier of:

               (1) such Corporate Units or Treasury Units are transferred or the 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 Purchase Contract Agent and the Company; and

               (2) the expiration of the time period specified in the abandoned property laws of the relevant State.

Section 3.16 No Consent to Assumption .

          Each Holder of a Unit, by acceptance thereof, shall be deemed expressly to have withheld any consent to the assumption under Section 365 of the Bankruptcy Code or otherwise, of the Purchase Contract by the Company or its trustee, receiver, liquidator or a person or entity performing similar functions in the event that the Company becomes the debtor under the Bankruptcy Code or subject to other similar state or federal law providing for reorganization or liquidation.

ARTICLE IV

The Debt Securities

Section 4.1 Interest Payments; Rights to Interest Preserved .

          Each Corporate Unit issued hereunder shall consist of the beneficial ownership by the Holder of one Debt Security issued pursuant to the Indenture or, if the Corporate Unit shall have been remarketed by the Remarketing Agent pursuant to the

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Remarketing Agreement, the Treasury Portfolio Interest, in each case, subject to the Pledge thereof by such Holder under the Pledge Agreement.

          An interest payment on any Debt Security which is paid on any Payment Date or the portion of the proceeds of a Treasury Portfolio Interest equal to the interest payable on a Debt Security on the Purchase Contract Settlement Date (such portion the “Treasury Portfolio Return”), as the case may be, subject to receipt thereof by the Purchase Contract Agent from the Collateral Agent as provided by the terms of the Pledge Agreement, shall promptly be paid to the Person in whose name the Corporate Unit Certificate (or one or more Predecessor Corporate Unit Certificates) of which such Debt Security or the Treasury Portfolio Interest, as the case may be, is a part is registered at the close of business on the Record Date for such Payment Date or Purchase Contract Settlement Date, as applicable.

          Each Corporate Unit Certificate evidencing, in part, the Debt Security or the Treasury Portfolio Interest delivered under this Agreement upon registration of transfer of or in exchange for or in lieu of any other Corporate Unit Certificate shall carry the right to accrued and unpaid interest, and the right to accrue interest (and accreted and accreting principal in the case of non-interest bearing components of the Treasury Portfolio Interest), which rights were carried by the Debt Security or the Treasury Portfolio Interest, as the case may be, relating to such other Corporate Unit Certificate.

          In the case of any Corporate Units with respect to which (1) Cash Settlement of the related Purchase Contract is effected on the fifth Business Day immediately preceding the Purchase Contract Settlement Date, (2) Early Settlement of the related Purchase Contract is effected on an Early Settlement Date, (3) Merger Early Settlement of the related Purchase Contract is effected on a Merger Early Settlement Date or (4) a Collateral Substitution is effected, in each case, on a date that is after any Record Date and on or prior to the next succeeding Payment Date, the interest payment on the Debt Security or the Treasury Portfolio Return, as the case may be, relating to such Corporate Units otherwise payable on such Payment Date shall be payable on such Payment Date notwithstanding such Cash Settlement, Early Settlement, Merger Early Settlement or Collateral Substitution, as the case may be, and such payment shall, subject to receipt thereof by the Purchase Contract Agent, be payable to the Person in whose name the Corporate Unit Certificate (or one or more Predecessor Corporate Unit Certificates) was registered at the close of business on the corresponding Record Date. Except as otherwise expressly provided in the immediately preceding sentence, in the case of any Corporate Units with respect to which Cash Settlement, Early Settlement or Merger Early Settlement of the related Purchase Contract is effected on the fifth Business Day immediately preceding the Purchase Contract Settlement Date, on an Early Settlement Date or on a Merger Early Settlement Date, respectively, or with respect to which a Collateral Substitution has been effected, interest payments on the related Debt Securities or the Treasury Portfolio Return, as the case may be, that would otherwise be payable after the fifth Business Day preceding the Purchase Contract Settlement Date, after the Early Settlement Date, after the Merger Early Settlement Date, or after the Collateral Substitution, respectively, shall not be payable hereunder to the Holder of such Corporate Units; provided, however, that to the extent that such Holder continues to hold

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the Separated Debt Security that formerly comprised a part of such Holder’s Corporate Units, such Holder shall be entitled to receive the interest payments on such Separated Debt Security, as provided in the Indenture.

Section 4.2 Interest Rate Reset .

          The applicable interest rate borne by the Debt Securities, whether or not part of Corporate Units, shall be reset to the Reset Rate, pursuant to the Indenture, and will be effective with respect to all Debt Securities, whether or not then constituting a component of Corporate Units, as of the Remarketing Settlement Date, in the case of a Successful Remarketing, or, as of the Purchase Contract Settlement Date, in the event of a Failed Remarketing or in the event there is no Remarketing pursuant to clause (c) of the definition of Reset Rate in the Indenture Officer’s Certificate.

Section 4.3 Notice and Voting .

          The Purchase Contract Agent is entitled to exercise the voting and any other consensual rights pertaining to the Pledged Debt Securities, but only to the extent instructed in writing by the Holders as described below. Upon receipt of notice of any meeting at which holders of Debt Securities are entitled to vote or upon any solicitation of consents, waivers or proxies of holders of Debt Securities, the Purchase Contract Agent shall, as soon as practicable thereafter, mail to the Holders of Corporate Units a notice:

               (1) containing such information as is contained in the notice or solicitation;

               (2) stating that each Holder on the record date set by the Purchase Contract Agent therefor (which, to the extent possible, shall be the same date as the record date for determining the holders of Debt Securities entitled to vote) shall be entitled to instruct the Purchase Contract Agent as to the exercise of the voting rights pertaining to such Debt Securities relating to their Corporate Units; and

               (3) stating the manner in which such instructions may be given.

          Upon the written request of the Holders of Corporate Units on such record date received by the Purchase Contract Agent at least six calendar days prior to such meeting or by the expiration date of any such solicitation, the Purchase Contract Agent shall endeavor insofar as practicable to vote or cause to be voted, in accordance with the instructions set forth in such requests, the maximum principal amount of Debt Securities as to which any particular voting instructions are received. In the absence of specific instructions from the Holder of Corporate Units, the Purchase Contract Agent shall abstain from voting the Debt Securities relating such Corporate Units. The Company hereby agrees, if applicable, to solicit Holders of Corporate Units to timely instruct the Purchase Contract Agent in order to enable the Purchase Contract Agent to vote such Debt Securities.

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ARTICLE V

The Purchase Contracts; The Remarketing

Section 5.1 Purchase of Shares of Common Stock .

          Each Purchase Contract shall, unless a Termination Event has occurred as set forth in Section 5.7, an Early Settlement has occurred in accordance with Section 5.9 or a Merger Early Settlement has occurred in accordance with Section 5.10, obligate the Holder of the related Units to purchase, and the Company to sell, on the Purchase Contract Settlement Date at a price equal to the Stated Amount (the “Purchase Price”), a number of newly issued shares of Common Stock equal to the Settlement Rate then in effect. The “Settlement Rate” is equal to:

               (1) if the Applicable Closing Price per share is equal to or greater than $___ (the “Threshold Appreciation Price”), ___ shares of Common Stock per Purchase Contract;

               (2) if the Applicable Closing Price per share is less than the Threshold Appreciation Price, but greater than $___ (the “Reference Price”), the number of shares of Common Stock determined by dividing the Stated Amount by the Applicable Closing Price; and

               (3) if the Applicable Closing Price per share is less than or equal to the Reference Price, ___ shares of Common Stock per Purchase Contract,

in each case subject to adjustment as provided in Section 5.5 (and in each case rounded upward or downward to the nearest 1/10,000th of a share).

          Promptly after the calculation of the Settlement Rate and the Applicable Closing Price, the Company shall give the Purchase Contract Agent notice thereof. All calculations and determinations of the Settlement Rate and the Applicable Closing Price shall be made by the Company or its agent based on their good faith calculations, and the Purchase Contract Agent shall have no responsibility with respect thereto.

          As provided in Section 5.12, no fractional shares of Common Stock will be issued upon settlement of Purchase Contracts.

          The “Applicable Closing Price” means the average of the Closing Prices per share of Common Stock on each of the 20 consecutive Trading Days ending on the third Trading Day immediately preceding the Purchase Contract Settlement Date, or in the case of the exercise of a Merger Early Settlement right, the Cash Merger Date.

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          The “Closing Price” per share of the Common Stock on any date of determination means:

               (1) the closing sale price (or, if no closing price is reported, the last reported sale price) per share of the Common Stock on the New York Stock Exchange, Inc. on such date;

               (2) if the Common Stock is not listed for trading on the New York Stock Exchange, Inc. on any such date, the closing sale price per share as reported in the composite transactions for the principal United States securities exchange on which the Common Stock is so listed;

               (3) if the Common Stock is not so listed on a United States national or regional securities exchange, the closing sale price per share as reported by The Nasdaq Stock Market;

               (4) if the Common Stock is not so reported, the last quoted bid price per share for the Common Stock in the over-the-counter market as reported by the National Quotation Bureau or similar organization; or

               (5) if such bid price is not available, the average of the mid-point of the last bid and ask prices per share of the Common Stock on such date from at least three nationally recognized independent investment banking firms retained for this purpose by the Company.

          A “Trading Day” means a day on which the Common Stock (1) is not suspended from trading on any national or regional securities exchange or association or over-the-counter market at the close of business and (2) has traded at least once on the national or regional securities exchange or association or the over-the-counter market that is the primary market for the trading of the Common Stock.

          Each Holder of a Corporate Unit or a Treasury Unit, by its acceptance thereof:

               (1) irrevocably authorizes the Purchase Contract Agent to enter into and perform the related Purchase Contract on its behalf as its attorney-in-fact (including the execution of Certificates on behalf of such Holder as such Holder’s attorney-in-fact);

               (2) agrees to be bound by the terms and provisions thereof;

               (3) covenants and agrees to perform its obligations under such Purchase Contracts;

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               (4) consents to the provisions hereof;

               (5) irrevocably authorizes the Purchase Contract Agent to enter into and perform this Agreement and the Pledge Agreement on its behalf as its attorney-in-fact; and

               (6) consents to and agrees to be bound by the Pledge of the Debt Securities or the Treasury Securities pursuant to the Pledge Agreement; and

               (7) agrees to treat itself as the owner of the related Debt Securities, Treasury Portfolio Interest or Treasury securities, as the case may be, in each case for U.S. Federal, state and local income and franchise tax purposes;

provided that, upon a Termination Event, the rights of the Holder of such Unit under the Purchase Contract may be enforced without regard to any other rights or obligations. Each Holder of a Corporate Unit or a Treasury Unit, by its acceptance thereof, further covenants and agrees, that to the extent and in the manner provided in Section 5.3 and the Pledge Agreement, but subject to the terms thereof, proceeds from the Remarketing of the Debt Securities (less the Remarketing Fee payable to the Remarketing Agent pursuant to the Remarketing Agreement), the Treasury Portfolio Interest or the Treasury Securities at maturity, as the case may be, to be paid upon settlement of such Holder’s obligations to purchase Common Stock under the Purchase Contract, shall be paid on the Purchase Contract Settlement Date by the Collateral Agent to the Company in satisfaction of such Holder’s obligations under such Purchase Contract and such Holder shall acquire no right, title or interest in such payments.

          Upon registration of transfer of a Certificate, the transferee shall be bound (without the necessity of any other action on the part of such transferee) by the terms of this Agreement, the Purchase Contracts relating to such Certificate and the Pledge Agreement and the transferor shall be released from the obligations under this Agreement, the Purchase Contracts relating to the Certificates so transferred and the Pledge Agreement. The Company covenants and agrees, and each Holder of a Certificate, by its acceptance thereof, likewise covenants and agrees, to be bound by the provisions of this paragraph.

Section 5.2 Purchase Contract Adjustment Payments .

          The Company shall pay, on each Payment Date, the Purchase Contract Adjustment Payments payable in respect of each Purchase Contract to the Person in whose name a Certificate (or one or more Predecessor Certificates) is registered at the close of business on the Record Date next preceding such Payment Date in such coin or currency of the United States as at the time of payment shall be legal tender for the payment of public and private debts. The Purchase Contract Adjustment Payments will be payable at the office of the Purchase Contract Agent in The City of New York maintained for that purpose or, at the option of the Company, by wire transfer or by

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check mailed to the address of the Person entitled thereto at such Person’s address as it appears on the Corporate Units Register or Treasury Units Register.

          Upon the occurrence of a Termination Event, the Company’s obligation to pay Purchase Contract Adjustment Payments (including any accrued Purchase Contract Adjustment Payments) shall cease.

          Each Certificate delivered under this Agreement upon registration of transfer of or in exchange for or in lieu of (including as a result of a Collateral Substitution or the recreation of Corporate Units) any other Certificate shall carry the right to accrued and unpaid Purchase Contract Adjustment Payments, and the right to accrue Purchase Contract Adjustment Payments, which rights were carried by the Purchase Contracts relating to such other Certificates from the date of issuance to and excluding, the Purchase Contract Settlement Date, unless such Purchase Contracts have been settled earlier pursuant to this Agreement.

          In the case of any Units with respect to which (1) Cash Settlement of the related Purchase Contract is effected on the fifth Business Day immediately preceding the Purchase Contract Settlement Date, (2) Early Settlement of the related Purchase Contract is effected on an Early Settlement Date or (3) Merger Early Settlement of the related Purchase Contract is effected on a Merger Early Settlement Date, in each case, on a date that is after any Record Date and on or prior to the next succeeding Payment Date, Purchase Contract Adjustment Payments otherwise payable on such Payment Date shall be payable on such Payment Date notwithstanding such Cash Settlement, Early Settlement or Merger Early Settlement, as the case may be, and such Purchase Contract Adjustment Payments shall be paid to the Person in whose name the Certificate evidencing such Units (or one or more Predecessor Certificates) is registered at the close of business on such Record Date. Except as otherwise expressly provided in the immediately preceding sentence, in the case of any Units with respect to which Cash Settlement, Early Settlement or Merger Early Settlement of the related Purchase Contract is effected on the fifth Business Day immediately preceding the Purchase Contract Settlement Date, an Early Settlement Date or a Merger Early Settlement Date, respectively, Purchase Contract Adjustment Payments that would otherwise be payable after the fifth Business Day preceding the Purchase Contract Settlement Date, after the Early Settlement Date or after the Merger Early Settlement Date, respectively, with respect to such Purchase Contract shall not be payable.

          Promptly after the calculation of any adjustment to the Purchase Contract Adjustment Payments arising from a Reset Transaction, the Company shall give the Purchase Contract Agent notice thereof. All calculations and determinations of the Adjusted Purchase Contract Adjustment Payment Rate shall be made by the Company or its agent in good faith and the Purchase Contract Agent shall have no responsibility with respect thereto. The Purchase Contract Agent shall not at any time be under any duty or responsibility to any Holder of Units to determine whether any facts exist which may require any adjustment to the Purchase Contract Adjustment Payments, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed in making the same.

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Section 5.3 Payment of Purchase Price; Remarketing .

               (a) Unless a Termination Event has occurred or a Holder has settled the related Purchase Contract through a Cash Settlement pursuant to Section 5.8, an Early Settlement pursuant to Section 5.9 or a Merger Early Settlement pursuant to Section 5.10, the settlement of the Purchase Contract relating to a Unit will be made by Remarketing in accordance with this Section 5.3.

               (b) The Company shall engage                      , or another nationally recognized investment bank, to act as Remarketing Agent (the “Remarketing Agent”) pursuant to the Remarketing Agreement to remarket (1) the Pledged Debt Securities comprising part of the Corporate Units, other than those Pledged Debt Securities of Holders that have elected not to participate in the Remarketing pursuant to Section 5.3(e) below, and (2) the Separated Debt Securities of holders of Separated Debt Securities that have elected to participate in the Remarketing pursuant to paragraph ___ of the Indenture Officer’s Certificate and Section ___ of the Pledge Agreement (the Debt Securities described in clauses (1) and (2) collectively being referred to as the “Remarketing Debt Securities”) pursuant to the Remarketing Procedures.

                    On the seventh Business Day prior to the Initial Remarketing Date, the Company shall give notice of Remarketing in an Authorized Newspaper, including the specific U.S. Treasury security or securities (including the CUSIP number and/or the principal terms of such Treasury security or securities) that must be delivered by Holders of Corporate Units that elect not to participate in the Remarketing pursuant to Section 5.3(e) below, no later than 5:00 p.m. (New York City time) on the Election Date. Not later than 15 calendar days nor more than 30 calendar days prior to the Initial Remarketing Date, the Company shall request DTC (or any successor Depositary), to notify its Beneficial Owners or Depositary Participants holding Corporate Units or Separate Debt Securities of the impending Remarketing.

                    The Purchase Contract Agent shall notify, by 11:00 a.m. (New York City time), on the Business Day immediately preceding the Initial Remarketing Date, the Remarketing Agent, the Collateral Agent, the Trustee and the Company, by use of a notice substantially in the form of Exhibit G hereto, of the aggregate principal amount of Pledged Debt Securities of Corporate Unit Holders to be remarketed on the Initial Remarketing Date or Subsequent Remarketing Date, as applicable, and the Collateral Agent, pursuant to the Pledge Agreement, having separately notified the Remarketing Agent, the Trustee and the Company of the aggregate principal amount of Separated Debt Securities to be included on the Initial Remarketing Date or Subsequent Remarketing Date, as applicable, by 11:00 a.m. (New York City time), on the Business Day immediately preceding the Initial Remarketing Date, shall concurrently therewith, pursuant to the Pledge Agreement, deliver for Remarketing to the Remarketing Agent all Remarketing Debt Securities. Upon receipt of such notice from the Purchase Contract Agent and the Collateral Agent and such Remarketing Debt Securities from the Collateral Agent, the Remarketing Agent, pursuant to the Remarketing Agreement, will, use its commercially reasonable efforts to remarket such

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Remarketing Debt Securities on such date pursuant to the Remarketing Procedures and the Remarketing Agreement.

                    If there has been a Successful Initial Remarketing or a Successful Subsequent Remarketing, the Remarketing Agent will on the Remarketing Date of such Remarketing (i) deduct and retain for itself as the remarketing fee for itself an amount not exceeding [ ] basis points ([ ]%) of the principal amount of each remarketed Remarketing Debt Security (the “Remarketing Fee”), (ii) use the remaining proceeds attributable to the Pledged Debt Securities from such Successful Remarketing to purchase the appropriate U.S. Treasury securities (the “Treasury Portfolio” and the related interest in the Treasury Portfolio applicable to a Corporate Unit, the “Treasury Portfolio Interest”) with the CUSIP numbers, if any, selected by Remarketing Agent, described in clauses (1)(i) and (2)(i) of the definition of Remarketing Value related to the Debt Securities of Holders of Corporate Units that were remarketed, (iii) if any Separated Debt Securities were remarketed, remit to the Collateral Agent, along with notification thereof, for payment to the holders of such Separated Debt Securities sold in the Remarketing the remaining proceeds from such Successful Remarketing equal to the amounts described in clauses (1)(ii) and (2)(ii) of the definition of Remarketing Value and (iv) if there then remains any proceeds from such Successful Remarketing, after the application of such proceeds as set forth in clauses (i) through (iii) above of this sentence, then remit, along with notification thereof, any such remaining proceeds to the Purchase Contract Agent for the benefit of holders of the remarketed Debt Securities and to the Collateral Agent for the benefit of the holders of such Separated Debt Securities, on a pro rata basis, provided, however, that if such Successful Remarketing is consummated after 4:30 p.m. (New York City time) on such Remarketing Date and, despite using its commercially reasonable efforts, the Remarketing Agent cannot cause the applications of the proceeds specified above to occur on such Remarketing Date, then the Remarketing Agent may make such applications and remittances on the next succeeding Business Day. Holders of Remarketing Debt Securities that are so remarketed will not otherwise be responsible for the payment of any remarketing fee or expenses in connection with the Remarketing. On the Remarketing Settlement Date, the Remarketing Agent shall deliver the Treasury Portfolio to the Collateral Agent. The Collateral Agent, for the benefit of the Company, will thereupon apply such Treasury Portfolio, in accordance with the Pledge Agreement, to secure such Holders’ obligations under the Purchase Contracts.

                    In the event that all or any portion of the Pledged Treasury Portfolio Interest matures before the Purchase Contract Settlement Date, the Collateral Agent shall invest the proceeds therefrom in Permitted Investments in accordance with the Pledge Agreement. The Collateral Agent shall cause the Securities Intermediary to remit, on the Purchase Contract Settlement Date, a portion of the proceeds of the maturing Pledged Treasury Portfolio Interest and of the investment earnings from the related investment in Permitted Investments, in each case, in an amount equal to the Treasury Portfolio Return to the Purchase Contract Agent for the benefit of the Holders of the related Corporate Units when received. Without receiving any instruction from any such Holder of Corporate Units, the Collateral Agent shall apply, on the Purchase Contract Settlement Date, the proceeds of the maturing Pledged Treasury Portfolio Interest and of the investment earnings from the related investment in Permitted

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Investments in an aggregate amount equal to the aggregate Purchase Price applicable to such Corporate Units to satisfy in full such Holder’s obligations to pay the Purchase Price to purchase the shares of Common Stock under the related Purchase Contracts on the Purchase Contract Settlement Date. In the event the sum of the proceeds from the related Pledged Treasury Portfolio Interest and the investment earnings from the related investment in Permitted Investments exceeds the sum of the related Treasury Portfolio Return and the aggregate Purchase Price of the Purchase Contracts being settled thereby, the Collateral Agent shall instruct the Securities Intermediary to distribute such excess, when received, to the Purchase Contract Agent for distribution to the Holders whose Purchase Contracts were settled with such proceeds, on a pro rata basis.

                    If, by 4:00 p.m. (New York City time), on the ninth Business Day preceding the Purchase Contract Settlement Date, the Remarketing Agent, despite using its commercially reasonable efforts, has been and is unable to remarket all of the Remarketing Debt Securities tendered for purchase at a price equal to at least the Remarketing Value, the Remarketing Agent shall Transfer to the Collateral Agent, along with notification thereof, by the sixth Business Day preceding the Purchase Contract Settlement Date, the Pledged Debt Securities that that were to be remarketed in the Initial or Subsequent Remarketing, whereupon the Collateral Agent shall, for the benefit of the Company, apply such Pledged Debt Securities, to secure the obligation of the related Holders of Corporate Units to purchase Common Stock under the related Purchase Contracts.

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