PURCHASE CONTRACT AND PLEDGE AGREEMENT

Exhibit 4.3

Great Plains Energy Incorporated

and

The Bank of New York Mellon Trust Company, N.A.,

as Purchase Contract Agent,

and

The Bank of New York Mellon Trust Company, N.A.,

as Collateral Agent, Custodial Agent and Securities Intermediary

PURCHASE CONTRACT AND PLEDGE AGREEMENT

Dated as of May 18, 2009

TABLE OF CONTENTS

EXHIBITS

     PURCHASE CONTRACT AND PLEDGE AGREEMENT, dated as of May 18, 2009, among Great Plains Energy Incorporated, a Missouri corporation (the “ Company ”), The Bank of New York Mellon Trust Company, N.A., a national banking association, acting as purchase contract agent for, and as attorney-in-fact of, the Holders from time to time of the Units (in such capacities, together with its successors and assigns in such capacities, the “ Purchase Contract Agent ”), and The Bank of New York Mellon Trust Company, N.A., as collateral agent hereunder for the benefit of the Company (in such capacity, together with its successors in such capacity, the “ Collateral Agent ”), as custodial agent (in such capacity, together with its successors in such capacity, the “ Custodial Agent ”), and as securities intermediary (as defined in Section 8-102(a)(14) of the UCC) with respect to the Collateral Account (in such capacity, together with its successors in such capacity, the “ Securities Intermediary ”).

RECITALS

     WHEREAS, the Company has duly authorized the execution and delivery of this Agreement and the Certificates evidencing the Units; and

     WHEREAS, all things necessary to make the Purchase Contracts, when the Certificates are executed by the Company and 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 these presents a valid agreement of the Company, in accordance with its terms, have been done; and

     WHEREAS, pursuant to the terms of this Agreement and the Purchase Contracts, the Holders have irrevocably authorized the Purchase Contract Agent, as attorney-in-fact of such Holders, among other things, to execute and deliver this Agreement on behalf of such Holders and to grant the Pledge provided herein of the Collateral to secure the Obligations.

     NOW, THEREFORE, the parties hereto agree as follows:

ARTICLE 1
Definitions and Other Provisions of General Application

     Section 1.01 . 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, which are defined in the UCC, shall have the meanings set forth therein: “ certificated security, ” “ control, ” “ financial asset, ” “ entitlement order, ” “ securities account ” and “ security entitlement ”;

     (e) unless the context otherwise requires, any reference to an “ Article ” or “ Section ” or an “ Exhibit ” refers to an Article, Section or an Exhibit, as the case may be, to this Agreement; and

     (f) the following terms have the meanings given to them in this Section 1.01(f):

     “ Act ” has the meaning, with respect to any Holder, set forth in Section 1.04.

     “ Additional Notes ” has the meaning set forth in the Supplemental Indenture.

     “ 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.

     “ Agreement ” means this instrument as originally executed or as it may from time to time be supplemented or amended by one or more agreements supplemental hereto entered into pursuant to the applicable provisions hereof.

     “ Applicable Market Value ” has the meaning set forth in Section 5.01(a).

     “ Applicable Ownership Interest in Notes ” means a 1/20, or a 5.0%, undivided beneficial ownership interest in $1,000 principal amount of Notes that is a component of a Corporate Unit, and “ Applicable Ownership Interests in Notes ” means the aggregate of each Applicable Ownership Interest in Notes that is a component of each Corporate Unit then Outstanding.

     “ Applicable Ownership Interest in the Remarketing Treasury Portfolio ” shall mean, with respect to a Corporate Unit and the Remarketing Treasury Portfolio,

     (i) a 1/20, or a 5%, undivided beneficial ownership interest in $1,000 face amount of U.S. Treasury securities (or principal or interest strips thereof) included in the Remarketing Treasury Portfolio that matures on or prior to June 15, 2012;

     (ii) if the Reset Effective Date occurs on or prior to March 15, 2012, with respect to the originally scheduled Interest Payment Dates on the Notes that would have occurred on March 15, 2012 and June 15, 2012, (A) an undivided beneficial ownership interest in a $1,000 face amount of U.S. Treasury securities (or principal or interest strips thereof) that matures on or prior to March 15, 2012 (in connection with the Interest Payment Date that would have occurred on March 15, 2012) and on or prior to June 15, 2012 (in connection with the Interest Payment Date that would have occurred on June 15, 2012), each in an amount equal to the interest payment that would be due on each of March 15, 2012 and June 15, 2012, respectively, on an Applicable Ownership Interest in Notes (assuming that (1) there was no Remarketing and (2) the Coupon Rate on the Notes had not been reset to the Reset Rate) and (B) an undivided beneficial ownership interest in a $1,000 face amount of U.S. Treasury securities (or principal or interest strips thereof) that matures on or prior to March 15, 2012 in an amount equal to any accrued and unpaid Deferred Interest (including compounded interest thereon) on an Applicable Ownership Interest in Notes (assuming that (1) there was no Remarketing and (2) the Coupon Rate on the Notes had not been reset to the Reset Rate) accruing from the beginning of the Deferral Period to, but excluding, March 15, 2012; and

     (iii) if the Reset Effective Date occurs after March 15, 2012, with respect to the originally scheduled Interest Payment Date on the Notes that would have occurred on June 15, 2012, (A) an undivided beneficial ownership interest in a $1,000 face amount of U.S. Treasury securities (or principal or interest strips thereof) that matures on or prior to June 15, 2012 in an amount equal to the interest payment that would be due on June 15, 2012 on an Applicable Ownership Interest in Notes (assuming that (1) there was no Remarketing and (2) the Coupon Rate on the Notes had not been reset to the Reset Rate) and (B) an undivided beneficial ownership interest in a $1,000 face amount of U.S. Treasury securities (or principal or interest strips thereof) that matures on or prior to June 15, 2012 in an amount equal to any accrued and unpaid Deferred Interest (including compounded interest thereon) on an Applicable Ownership Interest in Notes (assuming that (1) there was no Remarketing and (2) the Coupon Rate on the Notes had not been reset to the Reset Rate) accruing from the beginning of the Deferral Period to, but excluding, June 15, 2012.

     Notwithstanding the foregoing, if U.S. Treasury securities (or principal or interest strips thereof) that are to be included in a Remarketing Treasury Portfolio

have a yield that is less than zero, then the Applicable Ownership Interest in the Remarketing Treasury Portfolio shall instead consist of: (i) 1/20, or 5%, undivided beneficial ownership interest in $1,000 cash; and (ii) if the Reset Effective Date in connection with an Early Remarketing of the Notes occurs on or prior to March 15, 2012, with respect to the originally scheduled Interest Payment Dates on the Notes that would have occurred on March 15, 2012 and June 15, 2012, cash in an amount equal to (A) the interest payment that would be due on each of March 15, 2012 and June 15, 2012 on an Applicable Ownership Interest in the Notes (assuming that (1) there was no Remarketing and (2) the Coupon Rate on the Notes had not been reset to the Reset Rate) and (B) any accrued and unpaid Deferred Interest (including compounded interest thereon) on an Applicable Ownership Interest in the Notes (assuming that (1) there was no Remarketing and (2) the Coupon Rate on the Notes had not been reset to the Reset Rate) accruing from the beginning of the Deferral Period to, but excluding, March 15, 2012; and (iii) if the Reset Effective Date in connection with an Early Remarketing of the Notes occurs after March 15, 2012, with respect to the originally scheduled Interest Payment Date on the Notes that would have occurred on June 15, 2012, cash in an amount equal to (x) the interest payment that would be due on June 15, 2012 on an Applicable Ownership Interest in the Notes (assuming that (1) there was no Remarketing and (2) the Coupon Rate on the Notes had not been reset to the Reset Rate) and (y) any accrued and unpaid Deferred Interest (including compounded interest thereon) on an Applicable Ownership Interest in the Notes (assuming that (1) there was no Remarketing and (2) the Coupon Rate on the Notes had not been reset to the Reset Rate) accruing from the beginning of the deferral period to, but excluding, June 15, 2012.

     “ Applicable Ownership Interest in the Special Event Treasury Portfolio ” means, with respect to a Corporate Unit and the Special Event Treasury Portfolio: (i) a 1/20, or 5%, undivided beneficial ownership interest in a $1,000 face amount of U.S. Treasury securities (or principal or interest strips thereof) included in the Special Event Treasury Portfolio that matures on or prior to June 15, 2012, and (ii) for each scheduled Interest Payment Date on the Notes that occurs after the Special Event Redemption Date and on or prior to June 15, 2012, an undivided beneficial ownership interest in a $1,000 face amount of U.S. Treasury securities (or principal or interest strips thereof) that matures on or prior to that Interest Payment Date, each in an amount equal to the interest payment that would be due on a 1/20, or 5%, beneficial ownership interest in the principal amount of the Notes (assuming that (1) there was no Remarketing and (2) the Coupon Rate on the Notes had not been reset to the Reset Rate).

     Notwithstanding the foregoing, if U.S. Treasury securities (or principal or interest strips thereof) that are to be included in a Special Event Treasury Portfolio have a yield that is less than zero, then the Applicable Ownership Interest in the Special Event Treasury Portfolio shall instead consist of: (i) 1/20, or 5%, undivided beneficial ownership interest in $1,000 cash; and (ii) for each scheduled Interest Payment Date on the Notes that occurs after the Special Event

Redemption Date and on or prior to June 15, 2012, cash in an amount equal to the interest payment that would be due on each such scheduled Interest Payment Date on an Applicable Ownership Interest in the Notes (assuming that (1) there was no Remarketing and (2) the Coupon Rate on the Notes had not been reset to the Reset Rate).

     “ Applicable Ownership Interest in the Treasury Portfolio ” means the Applicable Ownership Interest in the Remarketing Treasury Portfolio or the Applicable Ownership Interest in the Special Event Treasury Portfolio, collectively or individually, as the case may be.

     “ Applicable Principal Amount ” means the aggregate principal amount of the Notes underlying the Pledged Applicable Ownership Interests in Notes that are components of the Corporate Units.

     “ Applicable Remarketing Period ” means any of (i) any Early Remarketing Period for which the Company has elected to conduct an Early Remarketing pursuant to Section 5.02 or (ii) the Final Remarketing Period, as the context requires.

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

     “ 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.

     “ Board Resolution ” means one or more resolutions of the Board of Directors, a copy 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, registered in the name of a Depositary or a nominee thereof, ownership and transfers of which shall be maintained and made through book entries by such Depositary as described in Section 3.06.

     “ Business Day ” means any day other than a Saturday or Sunday or any other day on which banking institutions and trust companies in New York City, New York are permitted or required by any applicable law to close; provided that for purposes of the second paragraph of Section 1.12 only, the term “ Business Day ” shall also be deemed to exclude any day on which the Depositary is closed.

     “ Cash ” means any coin or currency of the United States as at the time shall be legal tender for payment of public and private debts.

     “ Cash Settlement ” has the meaning set forth in Section 5.03(a)(i).

     “ Certificate ” means a Corporate Units Certificate or a Treasury Units Certificate, as the case may be.

     “ Closing Price ” has the meaning set forth in Section 5.01(a).

     “ Code ” means the Internal Revenue Code of 1986, as amended.

     “ Collateral ” means the collective reference to:

     (i) the Collateral Account and all investment property and other financial assets from time to time credited to the Collateral Account and all security entitlements with respect thereto, including, without limitation, (A) the Applicable Ownership Interests in Notes and security entitlements relating thereto (and the Notes and security entitlements relating thereto delivered to the Collateral Agent in respect of such Applicable Ownership Interests in Notes), (B) the Applicable Ownership Interests in the Treasury Portfolio (as specified in clause (i) of each paragraph of the definitions of Applicable Ownership Interest in the Special Event Treasury Portfolio and Applicable Ownership Interest in the Remarketing Treasury Portfolio) of the Holders with respect to the Treasury Portfolio that is a component of the Corporate Units from time to time) and security entitlements relating thereto, (C) any Treasury Securities and security entitlements relating thereto Transferred to the Securities Intermediary from time to time in connection with the creation of Treasury Units in accordance with Section 3.13 hereof and (D) payments made by Holders pursuant to Section 5.03 hereof;

     (ii) all Proceeds of any of the foregoing (whether such Proceeds arise before or after the commencement of any proceeding under any applicable bankruptcy, insolvency or other similar law, by or against the pledgor or with respect to the pledgor); and

     (iii) all powers and rights now owned or hereafter acquired under or with respect to the Collateral.

     “ Collateral Account ” means the securities account of The Bank of New York Mellon Trust Company, N.A., as Collateral Agent, maintained on the books of the Securities Intermediary and designated “ The Bank of New York Mellon

Trust Company, N.A., as Collateral Agent of Great Plains Energy Incorporated, as pledgee of The Bank of New York Mellon Trust Company, N.A., as the Purchase Contract Agent on behalf of and as attorney-in-fact for the Holders ”.

     “ Collateral Agent ” means the Person named as “ Collateral Agent ” in the first paragraph of this Agreement, acting in its capacity as such hereunder, until a successor Collateral Agent shall have become such pursuant to this Agreement, and thereafter “ Collateral Agent ” shall mean the Person who is then the Collateral Agent hereunder.

     “ collateral event of default ” has the meaning set forth in Section 13.01(b).

     “ Collateral Substitution ” means (a) prior to the earlier of any Successful Early Remarketing and any Special Event Redemption (i) with respect to the Corporate Units, the substitution of the Pledged Applicable Ownership Interests in Notes included in such Corporate Units with Treasury Securities in an aggregate principal amount at maturity equal to the aggregate principal amount of such Pledged Applicable Ownership Interests in Notes, or (ii) with respect to the Treasury Units, the substitution of the Pledged Treasury Securities included in such Treasury Units with Notes in an aggregate principal amount equal to the aggregate principal amount at stated maturity of the Pledged Treasury Securities and (b) after the earlier of any Successful Early Remarketing and any Special Event Redemption, (i) with respect to the Corporate Units, the substitution of the Pledged Applicable Ownership Interests in the Treasury Portfolio included in such Corporate Units with Treasury Securities in an aggregate principal amount at maturity equal to the aggregate principal amount of such Pledged Applicable Ownership Interests in the Treasury Portfolio (determined solely with respect to clause (i) of the definition of Applicable Ownership Interests in the Remarketing Treasury Portfolio or Applicable Ownership Interests in the Special Event Treasury Portfolio, as applicable), or (ii) with respect to the Treasury Units, the substitution of the Pledged Treasury Securities included in such Treasury Units with a Treasury Portfolio in an aggregate principal amount (determined solely with respect to clause (i) of the definition of Applicable Ownership Interests in the Remarketing Treasury Portfolio or Applicable Ownership Interests in the Special Event Treasury Portfolio, as applicable) equal to the aggregate principal amount at stated maturity of the Pledged Treasury Securities.

     “ Common Stock ” means the common stock, no par value, of the Company.

     “ 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.

     “ Compounded Contract Adjustment Payments ” has the meaning set forth in Section 5.12.

     “ Constituent Person ” has the meaning set forth in Section 5.05(b).

     “ Contract Adjustment Payment Date ” means each March 15, June 15, September 15 and December 15 of each year, commencing on September 15, 2009.

     “ Contract Adjustment Payments ” means the payments payable by the Company on the Contract Adjustment Payment Dates in respect of each Purchase Contract, at a rate per year of 2.00% of the Stated Amount per Purchase Contract.

     “ Corporate Trust Office ” means the designated office of the Purchase Contract Agent at which, at any particular time, its corporate trust business shall be administered, which office at the date hereof is located at 2 North LaSalle Street, Suite 1020, Chicago, Illinois, 60602, Attention: Global Corporate Trust, or such other address as the Purchase Contract Agent may designate from time to time by notice to the Company, or a corporate trust office or agency of any successor Purchase Contract Agent, or such other address as such successor Purchase Contract Agent may designate from time to time by notice to the Company.

     “ Corporate Unit ” means the collective rights and obligations of a Holder of a Corporate Units Certificate in respect of the Applicable Ownership Interest in Notes or the Applicable Ownership Interest in the Treasury Portfolio, as the case may be, subject in each case (except that the Applicable Ownership Interest in the Treasury Portfolio as specified in clauses (ii) and (iii) of each paragraph of the definition of Applicable Ownership Interest in the Remarketing Treasury Portfolio and clause (ii) of each paragraph of the definition of Applicable Ownership Interest in the Special Event Treasury Portfolio shall not be subject to the Pledge) to the Pledge thereof, and the related Purchase Contract.

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

     “ Coupon Rate ” has the meaning set forth in the Supplemental Indenture.

     “ Current Market Price ” means, in respect of a share of Common Stock on any date of determination, the average of the daily Closing Prices over the ten consecutive Trading Days ending on the earlier of the day in question and the day before the “ ex dividend date ” with respect to the issuance or distribution requiring such computation.

     “ Custodial Agent ” means the Person named as Custodial Agent in the first paragraph of this Agreement, acting in its capacity as such hereunder, until a

successor Custodial Agent shall have become such pursuant to the applicable provisions of this Agreement, and thereafter “ Custodial Agent ” shall mean the Person who is then the Custodial Agent hereunder.

     “ Deferral Period ” has the meaning set forth in the Supplemental Indenture.

     “ Deferred Interest ” has the meaning set forth in the Supplemental Indenture.

     “ Depositary ” means a clearing agency registered under Section 17A of the Exchange Act that is designated to act as Depositary for the Units as contemplated by Sections 3.06 and 3.08.

     “ 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.

     “ Dividend Threshold Amount ” has the meaning set forth in Section 5.05(a)(iv).

     “ DTC ” means The Depository Trust Company.

     “ Early Remarketing ” means the Remarketing of the Notes on an Early Remarketing Date by the Remarketing Agent(s) pursuant to the Remarketing Agreement.

     “ Early Remarketing Date ” has the meaning set forth in Section 5.02(a).

     “ Early Remarketing Period ” means any three-Business Day period that consists of three sequential possible remarketing dates selected by the Company during the period beginning on, and including, December 15, 2011 and ending on, and including, May 15, 2012.

     “ Early Settlement ” has the meaning set forth in Section 5.08(a).

     “ Early Settlement Amount ” has the meaning set forth in Section 5.08(b).

     “ Early Settlement Date ” has the meaning set forth in Section 5.08(b).

     “ Effective Date ” has the meaning set forth in Section 5.05(b)(iii).

     “ 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.

     “ Exchange Property Unit ” has the meaning set forth in Section 5.05(b)(i).

     “ Expiration Date ” has the meaning set forth in Section 1.04(e).

     “ Expiration Time ” has the meaning set forth in Section 5.05(a)(v).

     “ Failed Early Remarketing ” has the meaning set forth in Section 5.02(a)(iii).

     “ Failed Final Remarketing ” has the meaning set forth in Section 5.03(b)(iii).

     “ Failed Remarketing ” means, as applicable, a Failed Early Remarketing or a Failed Final Remarketing.

     “ Final Remarketing ” means the remarketing of the Notes on a Final Remarketing Date by the Remarketing Agent(s) pursuant to the Remarketing Agreement.

     “ Final Remarketing Date ” means the third Business Day immediately preceding the Purchase Contract Settlement Date.

     “ Final Remarketing Period ” means the period beginning on, and including, the fifth Business Day and ending on, and including, the third Business Day immediately preceding the Purchase Contract Settlement Date.

     “ Fixed Settlement Rates ” means the Minimum Settlement Rate and the Maximum Settlement Rate, collectively.

     “ Fundamental Change ” means

     (a) a “ person ” or “ group ” within the meaning of Section 13(d) of the Exchange Act has become the direct or indirect “ beneficial owner, ” as defined in Rule 13d-3 under the Exchange Act, of the Company’s common equity representing more than 50% of the voting power of the Company’s common equity (other than in connection with a consolidation, merger or other transaction described in clause (b) below, in which case clause (b) shall apply);

     (b) the Company is involved in a consolidation with or merger into any other person, or any merger of another person into the Company, or any other transaction or series of related transactions (other than a merger that does not result in any reclassification, conversion, exchange or cancellation of outstanding shares of the Common Stock), in each case in which 90% or more of the outstanding shares of Common Stock are exchanged for or converted into securities, cash or other property, 10% or more of which consists of securities, cash or other property that is not (or will not be immediately upon the effectiveness of such consolidation, merger or transaction) common stock listed

on the NYSE, the NASDAQ Global Select Market or the NASDAQ Global Market;

     (c) the Common Stock ceases to be listed or quoted on the NYSE, the NASDAQ Global Select Market or the NASDAQ Global Market (other than in connection with a consolidation, merger or other transaction described in clause (b) above, in which case clause (b) shall apply); or

     (d) the shareholders of the Company vote for a liquidation, dissolution or termination of the Company.

     “ Fundamental Change Early Settlement ” has the meaning set forth in Section 5.05(b)(ii).

     “ Fundamental Change Early Settlement Amount ” has the meaning set forth in Section 5.05(b)(ii).

     “ Fundamental Change Early Settlement Date ” has the meaning set forth in Section 5.05(b)(ii).

     “ Fundamental Change Early Settlement Rate ” has the meaning set forth in Section 5.05(b)(iii).

     “ Global Certificate ” means a Certificate that evidences all or part of the Units and is registered in the name of the Depositary or a nominee thereof.

     “ Holder ” means, with respect to a Unit, the Person in whose name the Unit evidenced by a Certificate is registered in the Security Register; provided, however, that solely for the purpose of determining whether the Holders of the requisite number of Units have voted on any matter (and not for any other purpose hereunder), if the Unit remains in the form of one or more Global Certificates and if the Depositary that 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 record date, the term “ Holder ” shall mean such Depositary Participant acting at the direction of the Beneficial Owners.

     “ Indemnitees ” has the meaning set forth in Section 7.07(c).

     “ Indenture ” means the Subordinated Indenture, dated as of May 18, 2009, between the Company and the Indenture Trustee (including any provisions of the TIA that are deemed incorporated therein), as amended and supplemented by the Supplemental Indenture.

     “ Indenture Trustee ” means The Bank of New York Mellon Trust Company, N.A., a national banking association, or any successor thereto as described in the Indenture.

     “ Initial Public Offering ” means the first time securities of the same class or type as the securities being distributed in the Spin-Off are offered to the public for cash.

     “ Interest Payment Date ” has the meaning set forth in the Supplemental Indenture.

     “ Issuer Order ” or “ Issuer Request ” means a written order or request signed in the name of the Company by the Chairman, a Vice Chairman, the Chief Executive Officer, the Chief Financial Officer, the President, any Vice President, and the Secretary or any Assistant Secretary, the Corporate Treasurer or any Assistant Treasurer of the Company, and delivered to the Purchase Contract Agent.

     “ Losses ” has the meaning set forth in Section 15.08(b).

     “ Maximum Settlement Rate ” has the meaning set forth in Section 5.01(a)(iii).

     “ Minimum Settlement Rate ” has the meaning set forth in Section 5.01(a)(i).

     “ Minimum Stock Price ” has the meaning set forth in Section 5.05(b)(iii)(3).

     “ Notes ” means the series of Notes designated the 10.00% Subordinated Notes due 2042 of the Company.

     “ NYSE ” has the meaning set forth in Section 5.01(a).

     “ Obligations ” means, with respect to each Holder, all obligations and liabilities of such Holder under such Holder’s Purchase Contract and this Agreement or any other document made, delivered or given in connection herewith or therewith, in each case whether on account of principal, interest (including, without limitation, interest accruing before and after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, relating to such Holder, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding), fees, indemnities, costs, expenses or otherwise (including, without limitation, all fees and disbursements of counsel to the Company or the Collateral Agent or the Securities Intermediary that are required to be paid by the Holder pursuant to the terms of any of the foregoing agreements).

     “ Observation Period ” means the 20 consecutive Trading Days ending on the third Trading Day immediately preceding the Purchase Contract Settlement Date.

     “ Offer Expiration Date ” has the meaning set forth in Section 5.05(a)(v).

     “ Officers’ Certificate ” means a certificate signed by (i) either the Chairman, Vice Chairman, Chief Executive Officer, President or any Vice President of the Company, and (ii) the Chief Financial Officer, the Secretary, an Assistant Secretary or the Treasurer or an Assistant Treasurer of the Company, and delivered to the Purchase Contract Agent, the Collateral Agent, the Custodial Agent or the Securities Intermediary, as applicable. Any Officers’ Certificate delivered with respect to compliance with a condition or covenant provided for in this Agreement (other than the Officers’ Certificate provided for in Section 10.05) shall include the information set forth in Section 1.02 hereof.

     “ Opinion of Counsel ” means a written opinion of counsel, who may be counsel to the Company (and who may be an employee of the Company), and who shall be reasonably acceptable to the Purchase Contract Agent. An opinion of counsel may rely on certificates as to matters of fact.

     “ Outstanding ” means, as of any date of determination, all Units evidenced by Certificates theretofore authenticated, executed and delivered under this Agreement, except:

     (i) all Units, if a Termination Event has occurred;

     (ii) 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

     (iii) 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 protected purchaser in whose hands the 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 Units have given any request, demand, authorization, direction, notice, consent or waiver hereunder, 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 authorized and protected in relying upon any such request, demand, authorization, direction, notice, consent or waiver, only Units that a Responsible Officer of the Purchase Contract Agent actually knows to be so owned shall be so disregarded. Units so owned that 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 Units and that the pledgee is not the Company or any Affiliate of the Company.

     “ Payment Date ” means the 15th day of March, June, September and December of each year, commencing September 15, 2009.

     “ Permitted Investments ” means any one of the following, in each case maturing on the Business Day following the date of acquisition:

     (1) any evidence of indebtedness with an original maturity of 365 days or less issued, or directly and fully guaranteed or insured, by the United States of America or any agency or instrumentality thereof (provided that the full faith and credit of the United States of America is pledged in support of the timely payment thereof or such indebtedness constitutes a general obligation of it);

     (2) deposits, certificates of deposit or acceptances with an original maturity of 365 days or less of any institution which is a member of the Federal Reserve System having combined capital and surplus and undivided profits of not less than $500 million at the time of deposit (and which may include the Collateral Agent);

     (3) investments with an original maturity of 365 days or less of any Person that is fully and unconditionally guaranteed by a bank referred to in clause (2);

     (4) repurchase agreements and reverse repurchase agreements relating to marketable direct obligations issued or unconditionally guaranteed by the United States of America or issued by any agency thereof and backed as to timely payment by the full faith and credit of the United States of America;

     (5) investments in commercial paper, other than commercial paper issued by the Company or its affiliates, of any corporation incorporated under the laws of the United States or any State thereof, which commercial paper has a rating at the time of purchase at least equal to “ A-1 ” by Standard & Poor’s Ratings Services (“ S&P ”) or at least equal to “ P-1 ” by Moody’s Investors Service, Inc. (“ Moody’s ”); and

     (6) investments in money market funds (including, but not limited to, money market funds managed by the Collateral Agent or an affiliate of the Collateral Agent) registered under the Investment Company Act of 1940, as amended, rated in the highest applicable rating category by S&P or Moody’s.

     “ 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.

     “ 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 lien and security interest in the Collateral created by this Agreement.

     “ Pledged Applicable Ownership Interests in Notes ” means the Applicable Ownership Interests in Notes and security entitlements with respect thereto from time to time credited to the Collateral Account and not then released from the Pledge.

     “ Pledged Applicable Ownership Interests in the Treasury Portfolio ” means the Applicable Ownership Interests in the Remarketing Treasury Portfolio (as specified in clause (i) of each paragraph of the definition of such term) or Applicable Ownership Interests in the Special Event Treasury Portfolio (as specified in clause (i) of each paragraph of the definition of such term), as applicable, and, in each case, security entitlements with respect thereto from time to time credited to the Collateral Account and not then released from the Pledge.

     “ Pledged Securities ” means the Pledged Applicable Ownership Interests in Notes, the Pledged Applicable Ownership Interests in the Treasury Portfolio and the Pledged Treasury Securities, collectively.

     “ Pledged Treasury Securities ” means Treasury Securities and security entitlements with respect thereto from time to time credited to the Collateral Account and not then released from the Pledge.

     “ Pledge Indemnitees ” has the meaning set forth in Section 15.08(b).

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

     “ Predecessor Corporate Units Certificate ” of any particular Corporate Units Certificate means every previous Corporate Units 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 Units Certificate authenticated and delivered under Section 3.10 in exchange for or in lieu of a mutilated, destroyed, lost or stolen Corporate Units 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 Units Certificate.

     “ Predecessor Treasury Units Certificate ” of any particular Treasury Units Certificate means every previous Treasury Units 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 Units Certificate authenticated and delivered under Section 3.10 in exchange for or in lieu of a mutilated, destroyed, lost or stolen Treasury Units 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 Units Certificate.

     “ Pro Rata ” or “ pro rata ” shall mean pro rata to each Holder according to the aggregate Stated Amount of the Units held by such Holder in relation to the aggregate Stated Amount of all Units outstanding.

     “ Proceeds ” has the meaning ascribed thereto in the UCC and includes, without limitation, all interest, dividends, cash, instruments, securities, financial assets and other property received, receivable or otherwise distributed upon the sale (including, without limitation, any Remarketing), exchange, collection or disposition of any financial assets from time to time credited to the Collateral Account.

     “ Prospectus ” means the prospectus relating to the delivery of shares or any securities in connection with an Early Settlement pursuant to Section 5.08 or a Fundamental Change Early Settlement of Purchase Contracts pursuant to Section 5.05(b)(ii), in the form in which first filed, or transmitted for filing, with the Securities and Exchange Commission after the effective date of the Registration Statement pursuant to Rule 424(b) under the Securities Act, including the documents incorporated by reference therein as of the date of such Prospectus.

     “ Purchase Contract ” means, with respect to any Unit, the contract forming a part of such Unit and obligating the Company to (i) sell, and the Holder of such Unit to purchase, not later than the Purchase Contract Settlement Date, a number of shares of Common Stock equal to the applicable Settlement Rate, and (ii) pay to the Holder thereof Contract Adjustment Payments, subject to the Company’s right to defer Contract Adjustment Payments pursuant to Section 5.12, in each case, on the terms and subject to the conditions set forth in Article 5 hereof.

     “ Purchase Contract Agent ” means the Person named as the “ Purchase Contract Agent ” in the first paragraph of this Agreement, acting in its capacity as such hereunder, 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 or any subsequent successor who is appointed pursuant to this Agreement.

     “ Purchase Contract Settlement Date ” means June 15, 2012.

     “ Purchase Contract Settlement Fund ” has the meaning set forth in Section 5.04.

     “ Purchase Price ” has the meaning set forth in Section 5.01(a).

     “ Purchased Shares ” has the meaning set forth in Section 5.05(a)(v).

     “ Put Right ” has the meaning set forth in the Supplemental Indenture.

     “ Quotation Agent ” has the meaning set forth in the Supplemental Indenture.

     “ Record Date ” for any distribution and any Contract Adjustment Payment and any deferred Contract Adjustment Payment (and any Compounded Contract Adjustment Payment thereon) payable on any Contract Adjustment Payment Date means the first day of the calendar month in which the relevant Contract Adjustment Payment Date falls (whether or not a Business Day).

     “ Redemption Amount ” has the meaning set forth in the Supplemental Indenture.

     “ Redemption Price ” has the meaning set forth in the Supplemental Indenture.

     “ Reference Price ” has the meaning set forth in Section 5.01(a)(ii).

     “ Registration Statement ” means a registration statement under the Securities Act prepared by the Company covering, inter alia, the delivery by the Company of any securities in connection with an Early Settlement on the Early Settlement Date under Section 5.08 or a Fundamental Change Early Settlement of Purchase Contracts on the Fundamental Change Early Settlement Date under Section 5.05(b)(ii), including all exhibits thereto and the documents incorporated by reference in the prospectus contained in such registration statement, and any post-effective amendments thereto.

     “ Remarketing ” means the remarketing of the Notes pursuant to the Remarketing Agreement on any Remarketing Date.

     “ Remarketing Agent(s) ” has the meaning set forth in the Supplemental Indenture.

     “ Remarketing Agreement ” means the Remarketing Agreement, in substantially the form set forth in Exhibit P hereof, to be entered into among the Company, the Purchase Contract Agent and the Remarketing Agent(s), as the same may be amended, amended and restated, supplemented or otherwise modified or replaced from time to time.

     “ Remarketing Announcement ” has the meaning set forth in Section 5.03(c).

     “ Remarketing Announcement Date ” has the meaning set forth in Section 5.03(c).

     “ Remarketing Date ” means any of the Business Days selected for Remarketing in an Early Remarketing Period or the Final Remarketing Period.

     “ Remarketing Fee ” means, in the event of a Successful Remarketing, a remarketing fee paid to the Remarketing Agent(s) to be agreed upon in writing by the Company and the Remarketing Agent(s) prior to any such Remarketing pursuant to the Remarketing Agreement.

     “ Remarketing Per Note Price ” means the Remarketing Treasury Portfolio Purchase Price, divided by the number of $1,000 principal amount of Notes underlying the Pledged Applicable Ownership Interests in Notes that are held as components of Corporate Units and remarketed in an Early Remarketing.

     “ Remarketing Price ” means (i) in the case of an Early Remarketing, 100% of the Remarketing Treasury Portfolio Purchase Price plus the Separate Notes Purchase Price (if any), and (ii) in the case of a Final Remarketing, 100% of the aggregate principal amount of Notes (plus all accrued and unpaid Deferred Interest, including compounded interest thereon, if any, on the Notes being remarketed) underlying the Pledged Applicable Ownership Interests in Notes and Separate Notes to be remarketed in such Final Remarketing; provided that in each case of clause (i) or (ii), “ Remarketing Price ” may include, at the option of the Company, the Remarketing Fee.

     “ Remarketing Settlement Date ” means (i) in the case of a Successful Early Remarketing occurring during an Early Remarketing Period, the Reset Effective Date for such Successful Early Remarketing, and (ii) in the case of a Final Remarketing, the Purchase Contract Settlement Date.

     “ Remarketing Treasury Portfolio ” means:

     (i) U.S. Treasury securities (or principal or interest strips thereof) that mature on or prior to June 15, 2012 in an aggregate amount equal to the principal amount of the Notes underlying the Corporate Units;

     (ii) if the Reset Effective Date occurs on or prior to March 15, 2012, (A) U.S. Treasury securities (or principal or interest strips thereof) that mature on or prior to March 15, 2012 (in connection with the scheduled Interest Payment Date that would have occurred on March 15, 2012) and on or prior to June 15, 2012 (in connection with the scheduled Interest Payment Date that would have occurred on June 15, 2012) in an aggregate amount equal to the aggregate interest payment that would be due on March 15, 2012 and June 15, 2012, respectively, on the principal amount of the Notes that would have been components of the Corporate Units assuming that (1) there was no Remarketing and (2) the Coupon Rate on the Notes had not been reset to the Reset Rate and (B) U.S. Treasury securities (or principal or interest strips thereof) that mature on or prior to March 15, 2012 in an aggregate amount equal to any accrued and unpaid Deferred Interest (including compounded interest thereon) on the principal amount of the Notes that would have been components of the Corporate Units assuming that (1) there was no Remarketing and (2) the Coupon Rate on the Notes had not been

reset to the Reset Rate accruing from the beginning of the Deferral Period to, but excluding, March 15, 2012; and

     (iii) if the Reset Effective Date occurs after March 15, 2012, (i) U.S. Treasury securities (or principal or interest strips thereof) that mature on or prior to June 15, 2012 in an aggregate amount equal to the aggregate interest payment that would be due on June 15, 2012 on the principal amount of the Notes that would have been components of the Corporate Units assuming (1) there was no Remarketing and (2) the Coupon Rate on the Notes had not been reset to the Reset Rate and (ii) U.S. Treasury securities (or principal or interest strips thereof) that mature on or prior to June 15, 2012 in an aggregate amount equal to any accrued and unpaid Deferred Interest (including compounded interest thereon) on the principal amount of the Notes that would have been components of the Corporate Units assuming that (1) there was no Remarketing and (2) the Coupon Rate on the Notes had not been reset to the Reset Rate accruing from the beginning of the Deferral Period to, but excluding, June 15, 2012.

     Notwithstanding the foregoing, if on the date the Quotation Agent is to determine the Remarketing Treasury Portfolio Purchase Price, U.S. Treasury securities (or principal or interest strips thereof) that are to be included in a Remarketing Treasury Portfolio have a yield that is less than zero, then “ Remarketing Treasury Portfolio ” shall mean:

     (i) Cash in an aggregate amount equal to the principal amount of the Notes underlying the Corporate Units;

     (ii) if the Reset Effective Date occurs on or prior to March 15, 2012, (A) Cash in an aggregate amount equal to the aggregate interest payments that would be due on March 15, 2012 and June 15, 2012, respectively, on the principal amount of the Notes that would have been components of the Corporate Units (assuming that (1) there was no Remarketing and (2) the Coupon Rate on the Notes had not been reset to the Reset Rate) and (B) Cash in an aggregate amount equal to any accrued and unpaid Deferred Interest (including compounded interest thereon) on the principal amount of the Notes that would have been components of the Corporate Units (assuming that (1) there was no Remarketing and (2) the Coupon Rate on the Notes had not been reset to the Reset Rate) accruing from the beginning of the Deferral Period to, but excluding, March 15, 2012; and

     (iii) if the Reset Effective Date occurs after March 15, 2012, (A) Cash in an aggregate amount equal to the aggregate interest payment that would be due on June 15, 2012 on the principal amount of the Notes that would have been components of the Corporate Units (assuming (1) there was no Remarketing and (2) the Coupon Rate on the Notes had not been reset to the Reset Rate) and (B) Cash in an aggregate amount equal to any accrued and unpaid Deferred Interest (including compounded interest thereon) on the principal amount of the Notes that would have been components of the Corporate Units (assuming that (1) there was no Remarketing and (2) the Coupon Rate on the Notes had not been reset to the

Reset Rate) accruing from the beginning of the Deferral Period to, but excluding, June 15, 2012.

     “ Remarketing Treasury Portfolio Purchase Price ” means the lowest aggregate price quoted by a primary U.S. government securities dealer in New York City to the Quotation Agent on the third Business Day immediately preceding the Reset Effective Date for the purchase of the Remarketing Treasury Portfolio for settlement on the Reset Effective Date; provided that if the Remarketing Treasury Portfolio is comprised solely of cash described in the second paragraph of the definition thereof, the “ Remarketing Treasury Portfolio Purchase Price ” will be the aggregate amount of Cash comprising the Remarketing Treasury Portfolio.

     “ Reorganization Event ” means:

     (i) any consolidation or merger of the Company with or into another Person or of another Person with or into the Company;

     (ii) any reclassification of the Common Stock (other than a subdivision or combination thereof);

     (iii) any sale, transfer, lease or conveyance to another Person of the property of the Company as an entirety or substantially as an entirety;

     (iv) any statutory share exchange of the Company with another Person (other than in connection with a merger or acquisition); or

     (v) any liquidation, dissolution or termination of the Company (other than as a result of or after the occurrence of a Termination Event);

     in each case, that cause the Common Stock to be converted into the right to receive other securities cash or property.

     “ Reset Effective Date ” has the meaning set forth in Section 5.03(c)(ii).

     “ Reset Rate ” means, in connection with each Remarketing, the rate per annum rounded to the nearest one-thousandth (0.001) of one percent that the Notes shall bear as determined by the Remarketing Agent(s) in consultation with the Company pursuant to the Remarketing Agreement. For the avoidance of doubt, the Reset Rate shall be a fixed rate and may not be a floating rate.

     “ Responsible Officer ” means, when used with respect to the Purchase Contract Agent, any officer of the Purchase Contract Agent assigned to the Corporate Trust Administration unit (or any successor unit, department or division of the Purchase Contract Agent) of the Purchase Contract Agent located at the Corporate Trust Office of the Purchase Contract Agent who has direct responsibility for the administration of the Agreement and, for the purposes of Section 7.01(b)(ii), also means, with respect to a particular corporate trust matter,

any other officer, trust officer or person performing similar functions to whom such matter is referred because of his or her knowledge of and familiarity of the particular subject.

     “ Restricted Period ” means the period commencing on, and including, the Business Day preceding any Early Remarketing Period and ending on, and including, the later of the Reset Effective Date and the Business Day following the last Early Remarketing Date during that Early Remarketing Period.

     “ Rights ” has the meaning set forth in Section 5.05(a)(ix).

     “ Securities Act ” means the Securities Act of 1933 and any statute successor thereto, in each case as amended from time to time, and the rules and regulations promulgated thereunder.

     “ Securities Intermediary ” means the Person named as Securities Intermediary in the first paragraph of this Agreement, acting in its capacity as such hereunder, until a successor Securities Intermediary shall have become such pursuant to the applicable provisions of this Agreement, and thereafter “ Securities Intermediary ” shall mean such successor or any subsequent successor.

     “ Security Register ” and “ Securities Registrar ” have the respective meanings set forth in Section 3.05.

     “ Senior Indebtedness ” has the meaning set forth Section 1.03 of the Base Indenture.

     “ Separate Notes ” means Notes that have been released from the Pledge pursuant to the terms hereof and therefore no longer underlie Corporate Units.

     “ Separate Notes Purchase Price ” means, for any Early Remarketing, the amount in cash equal to the product of the Remarketing Per Note Price, multiplied by the number of $1,000 principal amount of Separate Notes remarketed in such Early Remarketing.

     “ Settlement Date ” means, as applicable, the Purchase Contract Settlement Date, the Early Settlement Date or the Fundamental Change Early Settlement Date.

     “ Settlement Rate ” has the meaning set forth in Section 5.01(a).

     “ Special Event ” has the meaning set forth in the Supplemental Indenture.

     “ Special Event Redemption ” means the redemption of the Notes pursuant to the Indenture following the occurrence of a Special Event.

     “ Special Event Redemption Date ” means the date upon which a Special Event Redemption is scheduled to occur pursuant to the Indenture.

     “ Special Event Treasury Portfolio ” means a portfolio of U.S. Treasury securities (or principal or interest strips thereof) that mature (i) on or prior to June 15, 2012 in an aggregate amount at maturity equal to the Applicable Principal Amount of Notes included in the Corporate Units and (ii) with respect to each scheduled Interest Payment Date on the Notes that occurs after the Special Event Redemption Date to, and including, the Purchase Contract Settlement Date, on or prior to each such scheduled Interest Payment Date in an aggregate amount at maturity equal to the aggregate interest payment (assuming the Coupon Rate on the Notes had not been reset to the Reset Rate) that would be due on the Applicable Principal Amount of Notes on such date.

     Notwithstanding the foregoing, if on the date the Quotation Agent is to determine the Special Event Treasury Portfolio Purchase Price, U.S. Treasury securities (or principal or interest strips thereof) that are to be included in a Special Event Treasury Portfolio have a yield that is less than zero, then “ Special Event Treasury Portfolio ” shall mean:

     (i) Cash in an aggregate amount at maturity equal to the Applicable Principal Amount of Notes included in the Corporate Units; and

     (ii) with respect to each scheduled Interest Payment Date on the Notes that occurs after the Special Event Redemption Date to, and including the Purchase Contract Settlement Date, Cash in an aggregate amount at maturity equal to the aggregate interest payment (assuming that (1) there was no Remarketing and (2) the Coupon Rate on the Notes had not been reset to the Reset Rate) that would be due on the Applicable Principal Amount of Notes included in the Corporate Units on such date.

     “ Special Event Treasury Portfolio Purchase Price ” means the lowest aggregate ask-side price quoted by a primary U.S. government securities dealer to the Quotation Agent on the third Business Day immediately preceding the Special Event Redemption Date for the purchase of the Special Event Treasury Portfolio for settlement on the Special Event Redemption Date; provided that if the Special Treasury Portfolio is comprised solely of cash described in the second paragraph of the definition thereof, the “ Special Event Portfolio Purchase Price ” will be the aggregate amount of Cash comprising the Special Event Treasury Portfolio..

     “ Spin-Off ” means payment of a dividend or distribution on the Common Stock of shares of capital stock of any class or series, or similar equity interests, of or relating to a subsidiary or other business unit of the Company that are, or when issued will be, traded on a U.S. securities exchange.

     “ Stated Amount ” means $50.

     “ Stock Price ” has the meaning set forth in Section 5.05(b)(iii).

     “ Successful Early Remarketing ” has the meaning set forth in Section 5.02(a)(i).

     “ Successful Final Remarketing ” has the meaning set forth in Section 5.03(b)(ii).

     “ Successful Remarketing ” means, as applicable, a Successful Early Remarketing or a Successful Final Remarketing.

     “ Supplemental Indenture ” means the Supplemental Indenture dated as of the date hereof between the Company and the Indenture Trustee pursuant to which the Notes are issued.

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

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

     (i) at any time on or prior to the Purchase Contract Settlement Date, a decree or order by a court having jurisdiction in the premises shall have been entered adjudging the Company a bankrupt or insolvent, or approving as properly filed a petition seeking reorganization of the Company under the Bankruptcy Code or any other similar applicable Federal or state law and if such judgment, decree or order shall have been entered more than 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;

     (ii) at any time on or prior to the Purchase Contract Settlement Date, a decree or order of a court having jurisdiction in the premises for the appointment of a receiver or liquidator or trustee or assignee (or other similar official) in bankruptcy or insolvency of the Company or of all or substantially all of its property, or for the winding up or liquidation of its affairs, shall have been entered and if such decree or order shall have been entered more than 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

     (iii) at any time on or prior to the Purchase Contract Settlement Date, the Company shall institute proceedings to be adjudicated a voluntary bankrupt, or shall consent to the filing of a bankruptcy proceeding against it, or shall file a petition or answer or consent seeking reorganization 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 (or other similar official) in bankruptcy or insolvency of it

or of its property, or shall make an assignment for the benefit of creditors, or shall admit in writing its inability to pay its debts generally as they become due.

     For the avoidance of doubt, a “ Termination Event ” shall not include any event described in clauses (i) — (iii) above with respect to any subsidiary of the Company.

     “ Threshold Appreciation Price ” has the meaning set forth in Section 5.01(a)(i).

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

     “ TRADES ” means the Treasury/Reserve Automated Debt Entry System maintained by the Federal Reserve Bank of New York pursuant to the TRADES Regulations.

     “ TRADES Regulations ” means the regulations of the United States Department of the Treasury, published at 31 C.F.R. Part 357, as amended from time to time. Unless otherwise defined herein, all terms defined in the TRADES Regulations are used herein as therein defined.

     “ Trading Day ” has the meaning set forth in Section 5.01(a).

     “ Transfer ” means (i) in the case of certificated securities in registered form, delivery as provided in Section 8-301(a) of the UCC, indorsed to the transferee or in blank by an effective endorsement; (ii) in the case of Treasury Securities, registration of the transferee as the owner of such Treasury Securities on TRADES; and (iii) in the case of security entitlements, including, without limitation, security entitlements with respect to Treasury Securities, a securities intermediary indicating by book entry that such security entitlement has been credited to the transferee’s securities account.

     “ Treasury Portfolio ” means, as applicable, the Remarketing Treasury Portfolio or the Special Event Treasury Portfolio.

     “ Treasury Portfolio Purchase Price ” means, as applicable, the Remarketing Treasury Portfolio Purchase Price or the Special Event Treasury Portfolio Purchase Price.

     “ Treasury Securities ” means, subject to Section 3.13(e), (a) prior to May 31, 2012, zero-coupon U.S. treasury securities that mature on May 31, 2012 (CUSIP No. 912820PR2), (b) on or after May 31, 2012, the following Treasury securities identified by the Company and specified in an Officers’ Certificate delivered to the Purchase Contract Agent and the Collateral Agent (i) the U.S. Treasury bill (or principal or interest strips thereof) that matures at least one but not more than six Business Days prior to the Purchase Contract Settlement Date;

or (ii) if no such U.S. Treasury bill (or principal or interest strips thereof) exists, any other U.S. Treasury security (or principal or interest strips thereof) that is outstanding, is highly liquid and matures at least one Business Day prior to the Purchase Contract Settlement Date; provided that any U.S. Treasury security identified pursuant to this clause (b)(ii) will be selected in a manner intended to minimize the cash value of the security selected.

     Notwithstanding the foregoing, if Treasury Securities that are selected in accordance with the preceding paragraph and Section 3.13(e) have a yield that is less than zero, then “ Treasury Securities ” shall mean Cash.

     “ Treasury Unit ” means, following the substitution of Treasury Securities for Pledged Applicable Ownership Interests in Notes or Pledged Applicable Ownership Interests in the Treasury Portfolio, as the case may be, as collateral to secure a Holder’s obligations under the Purchase Contract, the collective rights and obligations of a Holder of a Treasury Units Certificate in respect of such Treasury Securities, subject to the Pledge thereof, and the related Purchase Contract.

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

     “ UCC ” means the Uniform Commercial Code as in effect in the State of New York from time to time.

     “ Unit ” means a Corporate Unit or a Treasury Unit, as the case may be.

     “ Valuation Period ” has the meaning set forth in Section 5.05(a)(iii)(2).

     “ Value ” means, with respect to any item of Collateral on any date, as to (1) Cash, the amount thereof, (2) Treasury Securities, the aggregate principal amount thereof at maturity, (3) Applicable Ownership Interests in the Treasury Portfolio (as specified in clause (i) of each first paragraph of the definition of each of Applicable Ownership Interest in the Remarketing Treasury Portfolio and Applicable Ownership Interest in the Special Event Treasury Portfolio), the appropriate aggregate percentage of the aggregate principal amount at maturity of the Treasury Portfolio and (4) Applicable Ownership Interests in Notes, the appropriate aggregate principal amount of the underlying Notes.

     “ Vice President ” means any vice president, whether or not designated by a number or a word or words added before or after the title “ vice president. ”

     Section 1.02 . 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 Officers’ Certificate stating that all conditions precedent, if any, provided for in this Agreement relating to the proposed action have been complied with and 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 the Officers’ Certificate provided for in Section 10.05) shall include:

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

     (ii) 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;

     (iii) 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 condition or covenant has been complied with; and

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

     Section 1.03 . 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 its 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 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 1.04 . 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; 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 7.01) 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 that the Purchase Contract Agent deems sufficient.

     (c) The ownership of Units shall be proved by the Security Register.

     (d) Any request, demand, authorization, direction, notice, consent, waiver or other Act of the Holder of any Unit shall bind every future Holder of the same Unit and the Holder of every Certificate evidencing such Unit 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 date 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. 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 prior to or on 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 in the manner set forth in Section 1.06.

     With respect to any record date set pursuant to this Section 1.04(e), the Company may designate any date as the “ Expiration Date ” and from time to time may change the Expiration Date to any 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 in the manner set forth in Section 1.06, prior to or on 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 1.05 . Notices. All notices, requests, consents and other communications provided for herein (including, without limitation, any modifications of, or waivers or consents under, this Agreement) shall be given or made in writing (including, without limitation, by telecopy, if promptly confirmed by telephone) mailed or delivered to the intended recipient at the “ Address for Notices ” specified below its name on the signature pages hereof or, as to any party, at such other address as shall be designated by such party in a notice to the other parties. Except as otherwise provided in this Agreement, all such communications shall be deemed to have been duly given when transmitted by telecopier or personally delivered or, in the case of a mailed notice, upon receipt, in each case given or addressed as aforesaid.

     The Purchase Contract Agent (if other than the Indenture Trustee) shall send to the Indenture Trustee at the following address a copy of any notices in the form of Exhibits C, D, E, F, H, J, M or O it sends or receives:

The Bank of New York Mellon Trust Company, N.A.
2 North LaSalle Street,
Suite 1020
Chicago, IL 60602
Tel:     (312) 827-8500
Fax:     (312) 827-8542
Attention: Global Corporate Trust

     Section 1.06 . 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 Security 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 1.07 . 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 1.08 . Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the respective successors and assigns of the Company, the Purchase Contract Agent, the Collateral Agent, the Custodial Agent and the Securities Intermediary, and the Holders from time to time of the Units, by their acceptance of the same, shall be deemed to have agreed to be bound by the provisions hereof and to have ratified the agreements of, and the grant of the Pledge hereunder by, the Purchase Contract Agent.

     Section 1.09 . Separability Clause. In case any provision in this Agreement or in the Units shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions hereof and thereof shall not in any way be affected or impaired thereby.

     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; Waiver of Jury Trial. THIS AGREEMENT, THE UNITS AND THE PURCHASE CONTRACTS SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND PERFORMED WHOLLY WITHIN SUCH STATE. The Company, the Collateral Agent, the Custodial Agent, the Securities Intermediary 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 and of any New York state court sitting in New York City for the purposes of all legal proceedings arising out of or relating to this Agreement or the transactions contemplated hereby. The Company, the Collateral Agent, the Custodial Agent, the Securities Intermediary 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. Each of the Company, the Purchase Contract Agent, the Holders from time to time of the Units, the Collateral Agent, the Custodial Agent and the Securities Intermediary irrevocably waives, to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceeding arising out of or relating to this Agreement or the transactions contemplated hereby.

     Section 1.12 . Legal Holidays. In any case where any Contract Adjustment Payment Date shall not be a Business Day (notwithstanding any other provision of this Agreement or the Units), Contract Adjustment Payments, deferred Contract Adjustment Payments (including Compounded Contract Adjustment Payments thereon), and other distributions shall not be paid on such date, but Contract Adjustment Payments, deferred Contract Adjustment Payments (including Compounded Contract Adjustment Payments thereon), and other distributions shall be paid on the next succeeding Business Day; provided that if such payment on the next succeeding Business Day would cause the Contract Adjustment Payment Date to occur in the next calendar year, then such payment will be made on the immediately preceding Business Day, in each case with the same force and effect as if made on the scheduled Contract Adjustment Payment Date; provided, further that no interest shall accrue or be payable by the Company or to any Holder in respect of such delay.

     In any case where the Purchase Contract Settlement Date or any Early Settlement Date or Fundamental Change Early Settlement Date shall not be a Business Day (notwithstanding any other provision of this Agreement or the Units), Purchase Contracts shall not be performed and Early Settlement and Fundamental Change Early Settlement shall not be effected on such date, but Purchase Contracts shall be performed or Early Settlement or Fundamental Change Early Settlement shall be effected, as applicable, on the next succeeding

Business Day with the same force and effect as if made on such Purchase Contract Settlement Date, Early Settlement Date or Fundamental Change Early Settlement Date, as applicable.

     Section 1.13 . Counterparts. This Agreement may be executed in any number of counterparts by the parties hereto, 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.

     Section 1.15 . Appointment of Financial Institution as Agent for the Company. The Company may appoint a financial institution (which may be the Collateral Agent) to act as its agent in performing its obligations and in accepting and enforcing performance of the obligations of the Purchase Contract Agent and the Holders, under this Agreement and the Purchase Contracts, by giving notice of such appointment in the manner provided in Section 1.05 hereof. Any such appointment shall not relieve the Company in any way from its obligations hereunder.

     Section 1.16 . No Waiver. No failure on the part of the Company, the Purchase Contract Agent, the Collateral Agent, the Custodial Agent, the Securities Intermediary or any of their respective agents to exercise, and no course of dealing with respect to, and no delay in exercising, any right, power or remedy hereunder shall operate as a waiver thereof; nor shall any single or partial exercise by the Company, the Purchase Contract Agent, the Collateral Agent, the Custodial Agent, the Securities Intermediary or any of their respective agents of any right, power or remedy hereunder preclude any other or further exercise thereof or the exercise of any other right, power or remedy. The remedies herein are cumulative and are not exclusive of any remedies provided by law.

ARTICLE 2
Certificate Forms

     Section 2.01 . Forms of Certificates Generally. The Certificates (including the form of Purchase Contract forming part of each Unit evidenced thereby) shall be in substantially the form set forth in Exhibit A hereto (in the case of Corporate Units Certificates) or Exhibit B hereto (in the case of Treasury Units Certificates), 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 Units are listed or any depositary therefor, or as may, consistently herewith, be determined by the officers of the Company executing such Certificates, as evidenced by their execution of the Certificates.

     The definitive Certificates shall be produced in any manner as determined by the officers of the Company executing the Units evidenced by such Certificates, consistent with the provisions of this Agreement, as evidenced by their execution thereof.

     Every Global Certificate authenticated, executed on behalf of the Holders and delivered hereunder shall bear a legend substantially in the form set forth in Exhibit A and Exhibit B for a Global Certificate.

     Section 2.02 . Form of Purchase Contract Agent’s Certificate of Authentication. The form of the Purchase Contract Agent’s certificate of authentication of the Units shall be in substantially the form set forth on the form of the applicable Certificates.

ARTICLE 3
The Units

     Section 3.01 . 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 5,750,000 Units, except for Certificates authenticated, executed and delivered upon registration of transfer of, in exchange for, or in lieu of, other Certificates pursuant to Section 3.04, Section 3.05, Section 3.10, Section 3.13, Section 3.14 or Section 8.05.

     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 3.02 . Rights and Obligations Evidenced by the Certificates. Each Corporate Units Certificate shall evidence the number of Corporate Units specified therein, with each such Corporate Unit representing (1) the ownership by the Holder thereof of an Applicable Ownership Interest in Notes or an Applicable Ownership Interest in the Treasury Portfolio, as the case may be, subject to the Pledge of such Applicable Ownership Interest in Notes or Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (i) of each paragraph of the definitions of Applicable Ownership Interest in the Remarketing Treasury Portfolio or the Applicable Ownership Interest in the Special Event Treasury Portfolio, as the case may be), as the case may be, by such Holder pursuant to this Agreement, and (2) the rights and obligations of the Holder thereof and the Company under one Purchase Contract. The Purchase Contract Agent is hereby authorized, as attorney-in-fact for, and on behalf of, the Holder of each Corporate Unit, to pledge, pursuant to Article 11 hereof, the Applicable Ownership Interest in Notes, or the Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (i) of each paragraph of the definitions of Applicable Ownership Interest in the Remarketing Treasury Portfolio or the Applicable Ownership Interest in the Special Event Treasury

Portfolio, as the case may be) forming a part of such Corporate Unit, to the Collateral Agent for the benefit of the Company, and to grant to the Collateral Agent, for the benefit of the Company, a security interest in the right, title and interest of such Holder in such Applicable Ownership Interest in Notes or Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (i) of each paragraph of the definitions of Applicable Ownership Interest in the Remarketing Treasury Portfolio or the Applicable Ownership Interest in the Special Event Treasury Portfolio, as the case may be) to secure the obligation of the Holder under each Purchase Contract to purchase shares of Common Stock. To effect such Pledge and grant such security interest, the Purchase Contract Agent on behalf of the Holders of Corporate Units has, on the date hereof, delivered to the Collateral Agent the Notes underlying the Applicable Ownership Interests in Notes.

     Upon the formation of a Treasury Unit pursuant to Section 3.13, each Treasury Units Certificate shall evidence the number of Treasury Units specified therein, with each such Treasury Unit representing (1) the ownership by the Holder thereof of a 1/20, or 5.0%, undivided beneficial interest in a Treasury Security with a principal amount equal to $1,000, subject to the Pledge of such interest by such Holder pursuant to this Agreement, and (2) the rights and obligations of the Holder thereof and the Company under one Purchase Contract. The Purchase Contract Agent is hereby authorized, as attorney-in-fact for, and on behalf of, the Holder of each Treasury Unit, to pledge, pursuant to Article 11 hereof, such Holder’s interest in the Treasury Security forming a part of such Treasury Unit to the Collateral Agent, for the benefit of the Company, and to grant to the Collateral Agent, for the benefit of the Company, a security interest in the right, title and interest of such Holder in such Treasury Security to secure the obligation of the Holder under each Purchase Contract to purchase shares of Common Stock.

     Prior to the purchase of shares of Common Stock under each Purchase Contract, such Purchase Contract shall not entitle the Holder of a Unit to any of the rights of a holder of shares of Common Stock, including, without limitation, the right to vote or receive any dividends or other payments or to consent or to receive notice as 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.

     Section 3.03 . Execution, Authentication, Delivery and Dating. Subject to the provisions of Section 3.13 and Section 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 of Directors, a Vice Chairman, its Chief Executive Officer, its Chief Financial Officer, its President, its Treasurer or a Vice President. The signature of any of these officers on the Certificates may be manual or facsimile.

     Certificates bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company shall bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Certificates or did not hold such offices 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 or facsimile signature of an authorized signatory of the Purchase Contract Agent, as such Holder’s attorney-in-fact. Such signature by an authorized signatory of the Purchase Contract Agent shall be conclusive evidence that the Holder of such Certificate has entered into the 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 signatory of the Purchase Contract Agent by manual signature, and such certificate of authentication upon any Certificate shall be conclusive evidence, and the only evidence, that such Certificate has been duly authenticated and delivered hereunder.

     Section 3.04 . Temporary Certificates. Pending the preparation of definitive Certificates, the Company may 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, as the case may be, are listed, or as may, 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 in The City of New York, which is located at 101 Barclay Street, New York, New York 10286, 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 number of Units 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 Units evidenced thereby as definitive Certificates.

     Section 3.05 . Registration; Registration of Transfer and Exchange. The Purchase Contract Agent shall keep at the Corporate Trust Office in The City of New York, which is located at 101 Barclay Street, New York, New York 10286, a register (the “ Security Register ”) in which, subject to such reasonable regulations as it may prescribe, the Purchase Contract Agent shall provide for the registration of Certificates and of transfers of Certificates (the Purchase Contract Agent, in such capacity, the “ Security Registrar ”). The Security Registrar shall record separately the registration and transfer of the Certificates evidencing Corporate Units and Treasury Units.

     Upon surrender for registration of transfer of any Certificate at the Corporate Trust Office in The City of New York, which is located at 101 Barclay Street, New York, New York 10286, 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, of like tenor, and evidencing a like 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 in The City of New York, which is located at 101 Barclay Street, New York, New York 10286. 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 number of Corporate 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 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 Section 3.04, Section 3.05(ii) and Section 8.05 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 earliest to occur of any Early Settlement Date with respect to such Certificate, any Fundamental Change Early Settlement Date with respect to such Certificate, 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:

     (i) if the Purchase Contract Settlement Date (including upon any Cash Settlement) or an Early Settlement Date or a Fundamental Change Early Settlement Date with respect to such other Certificate (or portion thereof) 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 portion thereof); or

     (ii) if a Termination Event, Early Settlement, or Fundamental Change Early Settlement shall have occurred prior to the Purchase Contract Settlement Date, or a Cash Settlement shall have occurred, transfer the Notes, the Treasury Securities, or the Applicable Ownership Interests in the Treasury Portfolio, as the case may be, underlying such Certificate, in each case subject to the applicable conditions and in accordance with the applicable provisions of Section 3.15 and Article 5 hereof.

     Section 3.06 . Book-entry Interests. The Certificates 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. The Company hereby designates DTC as the initial Depositary. Such Global Certificates shall initially be registered on the Security Register in the name of Cede & Co., the

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 3.09. The Purchase Contract Agent shall enter into an agreement with the Depositary if so requested by the Company. Following the issuance of such Global Certificates and unless and until definitive, and fully registered Certificates have been issued to Beneficial Owners pursuant to Section 3.09:

     (i) the provisions of this Section 3.06 shall be in full force and effect;

     (ii) the Company shall be entitled to deal with the Depositary for all purposes of this Agreement (including, without limitation, making 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; provided that a Beneficial Owner may directly enforce against the Company, without any consent, proxy, waiver or involvement of the Depositary of any kind, such Beneficial Owner’s right to receive a definitive Certificate representing the Units beneficially owned by such Beneficial Owner, as set forth in Section 3.09;

     (iii) to the extent that the provisions of this Section 3.06 conflict with any other provisions of this Agreement, the provisions of this Section 3.06 shall control; and

     (iv) except as set forth in the proviso of clause (ii) of this Section 3.06, 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 or the Depositary Participants. The Depositary will make book-entry transfers among Depositary Participants and receive and transmit Contract Adjustment Payments to such Depositary Participants.

Transfers of securities evidenced by Global Certificates shall be made through the facilities of the Depositary, and any cancellation of, or increase or decrease in the number of, such securities (including the creation of Treasury Units and the recreation of Corporate Units pursuant to Section 3.13 and Section 3.14 respectively) shall be accomplished by making appropriate annotations on the Schedule of Increases and Decreases set forth in such Global Certificate.

     Section 3.07 . 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 the Depositary or the nominee of the Depositary, the Company or the Company’s agent shall, except as set forth herein, have no obligations to the Beneficial Owners.

     Section 3.08 . Appointment of Successor Depositary. If the Depositary elects to discontinue its services as securities depositary with respect to the Units, the Company may, in its sole discretion, appoint a successor Depositary with respect to the Units.

     Section 3.09 . Definitive Certificates.

     If:

     (i) the Depositary notifies the Company that it is unwilling or unable to continue its services as securities depositary with respect to the Units and no successor Depositary has been appointed pursuant to Section 3.08 within 90 days after such notice;

     (ii) the Depositary ceases to be a “ clearing agency ” registered under Section 17A of the Exchange Act when the Depositary is required to be so registered to act as the Depositary and the Company receives notice of such cessation, and no successor Depositary has been appointed pursuant to Section 3.08 within 90 days after the Company’s receipt of such notice; or

     (iii) at the request of any Holder of Corporate Units if an event of default has occurred and is continuing with respect to Notes underlying such Corporate Units,

then (x) definitive Certificates shall be prepared by the Company with respect to such Units and delivered to the Purchase Contract Agent and (y) 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 instructions provided by 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 authorized and protected in relying on, such instructions. Each definitive Certificate so delivered shall evidence Units of the same kind and tenor as the Global Certificate so surrendered in respect thereof.

     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 the Purchase Contract Agent that such Certificate has been acquired by a protected 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, with respect to such lost or mutilated Certificate a new Certificate on or after the Business Day immediately preceding the earliest of any Early Settlement Date, any Fundamental Change Early Settlement Date, 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:

     (i) if the Purchase Contract Settlement Date (including upon any Cash Settlement) or an Early Settlement Date or a Fundamental Change Early Settlement Date with respect to such lost, stolen, destroyed or mutilated Certificate 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; and

     (ii) if a Termination Event, Fundamental Change Early Settlement or an Early Settlement with respect to such lost or mutilated Certificate shall have occurred prior to the Purchase Contract Settlement Date or a Cash Settlement shall have occurred, transfer the Notes, the Treasury Securities or the Applicable Ownership Interests in the Treasury Portfolio, as the case may be, underlying such Certificate, in each case subject to the applicable conditions and in accordance with the applicable provisions of Section 3.15 and Article 5 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 fees and expenses (including, without limitation, 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 Units evidenced thereby for purposes of (subject to any applicable record date) any payment or distribution with respect to the Applicable Ownership Interests in Notes, on the Applicable Ownership Interests in the Treasury Portfolio (as specified in clause (ii) and (in the case of Applicable Ownership Interests in the Remarketing Treasury Portfolio) clause (iii) of each paragraph of the definitions of each of Applicable Ownership Interests in the Remarketing Treasury Portfolio and Applicable Ownership Interests in the Special Event Treasury Portfolio, as the case may be) or payment of Contract Adjustment Payments and performance of the Purchase Contracts and for all other purposes whatsoever in connection with such Units, whether or not such payment, distribution, or performance 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.

     None of the Purchase Contract Agent or the Securities Registrar shall have any responsibility or obligation to any Beneficial Owner in Units represented by a Global Certificate or other Person with respect to the accuracy of the records of the Depositary or its nominee or of any agent member, with respect to any ownership interest in the Units or with respect to the delivery to any agent member, Beneficial Owner or other Person (other than the Depositary) of any notice (including any notice of redemption) or the payment of any amount, under or with respect to such Units. All notices and communications to be given to the Holders and all payments to be made to Holders pursuant to the Units and this Agreement shall be given or made only to or upon the order of the registered holders (which shall be the Depositary or its nominee in the case of a Global Certificate). The rights of Beneficial Owners in the Units underlying a Global Certificate shall be exercised only through the Depositary subject to its applicable procedures. The Purchase Contract Agent and the Securities Registrar shall be entitled to rely and shall be fully protected in relying upon information furnished by the Depositary with respect to its members, participants and any Beneficial Owners. The Purchase Contract Agent and the Securities Registrar shall be entitled to deal with the Depositary, and any nominee thereof, that is the registered holder of any Global Certificate for all purposes of this Agreement relating to such Global Certificate (including the payment of principal, premium, if any, and interest and the giving of instructions or directions by or to the Beneficial Owner in any Units underlying such Global Certificate) as the sole

Holder of such Global Certificate and shall have no obligations to the Beneficial Owners thereof. None of the Purchase Contract Agent or the Securities Registrar shall have any responsibility or liability for any acts or omissions of the Depositary with respect to any Units underlying such Global Certificate, for the records of the Depositary, including records in respect of beneficial ownership interests in respect of Units underlying such Global Certificate, for any transactions between the Depositary and any agent member or between or among the Depositary, any such agent member and/or any Holder or Beneficial Owner in any Units underlying such Global Certificate, or for any transfers of beneficial interests in any Units underlying such Global Certificate.

     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 the Depositary (or its nominee), as a Holder, with respect to such Global Certificate, or impair, as between such Depositary and the related Beneficial Owner, the operation of customary practices governing the exercise of rights of the Depositary (or its nominee) as Holder of such Global Certificate. None of the Company, the Purchase Contract Agent or any agent of the Company or the Purchase Contract Agent will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests of a Global Certificate or maintaining, supervising or reviewing any records relating to such beneficial ownership interests.

     Section 3.12 . Cancellation. All Certificates surrendered for delivery of shares of Common Stock on or after the Purchase Contract Settlement Date or in connection with an Early Settlement or a Fundamental Change Early Settlement or for delivery of the Notes underlying the Applicable Ownership Interests in Notes, the Applicable Ownership Interests in the Treasury Portfolio or Treasury Securities, as the case may be, after the occurrence of a Termination Event or pursuant to a Cash Settlement, an Early Settlement or a Fundamental Change Early Settlement, a Collateral Substitution, or upon the registration of 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 along with appropriate written instructions regarding the cancellation thereof 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 that the Company may have acquired in any manner whatsoever, and all Certificates so delivered shall, upon an 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 3.12, except as expressly permitted by this Agreement. All cancelled Certificates held by the Purchase Contract Agent shall be disposed of in accordance with its customary practices.

     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) Subject to the conditions set forth in this Agreement, and subject to the limitations on a Collateral Substitution in connection with an Early Remarketing as set forth under Section 5.02 below, a Holder of Corporate Units may, at any time from and after the date of this Agreement and prior to 4:00 p.m. (New York City time) on the seventh Business Day immediately preceding the Purchase Contract Settlement Date (other than during the Restricted Period), effect a Collateral Substitution and separate the Notes underlying the Pledged Applicable Ownership Interests in Notes in respect of such Holder’s Corporate Units by substituting for such Pledged Applicable Ownership Interests in Notes, Treasury Securities in an aggregate principal amount at maturity equal to the aggregate principal amount of the Notes underlying the Pledged Applicable Ownership Interests in Notes; provided that Holders may make Collateral Substitutions only in integral multiples of 20 Corporate Units. To effect such substitution, the Holder must:

     (1) Transfer to the Collateral Agent, for credit to the Collateral Account, Treasury Securities or security entitlements with respect thereto having a Value equal to the aggregate principal amount of the Notes underlying the Pledged Applicable Ownership Interests in Notes for which such Collateral Substitution is made, which must be purchased in the open market at such Holder’s expense unless otherwise owned by such Holder; and

     (2) Transfer the related Corporate Units to the Purchase Contract Agent accompanied by a notice to the Purchase Contract Agent, substantially in the form of Exhibit C hereto, whereupon the Purchase Contract Agent shall promptly provide an instruction to such effect to the Collateral Agent, substantially in the form of Exhibit F hereto.

     Upon confirmation that the Treasury Securities described in clause (1) above or security entitlements with respect thereto have been credited to the Collateral Account and receipt of the instruction to the Collateral Agent described in clause (2) above, the Collateral Agent shall release such Pledged Applicable Ownership Interests in Notes from the Pledge and instruct the Securities Intermediary by a notice, substantially in the form of Exhibit G hereto, to Transfer the Notes underlying such Pledged Applicable Ownership Interests in Notes to the Purchase Contract Agent for distribution to such Holder, free and clear of the Pledge created hereby.

     Upon credit to the Collateral Account of Treasury Securities or security entitlements with respect thereto delivered by a Holder of Corporate Units and receipt of the related instruction from the Collateral Agent, the Securities

Intermediary shall promptly Transfer the Notes underlying the appropriate Pledged Applicable Ownership Interests in Notes to the Purchase Contract Agent for distribution to such Holder, free and clear of the Pledge created hereby.

     Upon receipt of the Notes underlying such Pledged Applicable Ownership Interests in Notes, the Purchase Contract Agent shall promptly:

     (i) cancel the related Corporate Units;

     (ii) Transfer the Notes to the Holder; and

     (iii) deliver Treasury Units in book-entry form, or if applicable, authenticate, execute on behalf of such Holder and deliver Treasury Units in the form of a Treasury Units Certificate executed by the Company in accordance with Section 3.03 evidencing the same number of Purchase Contracts as were evidenced by the cancelled Corporate Units.

     Holders who elect to separate the Notes by substituting Treasury Securities for Applicable Ownership Interest in Notes shall be responsible for any fees or expenses (including, without limitation, fees and expenses payable to the Collateral Agent) in respect of the substitution, and neither the Company nor the Purchase Contract Agent shall be responsible for any such fees or expenses.

     (b) 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 Units Certificates to the Purchase Contract Agent after depositing Treasury Securities with the Securities Intermediary, any distributions on the Notes underlying the Applicable Ownership Interests in Notes, or with respect to the Applicable Ownership Interests in the Treasury Portfolio, in each case constituting a part of such Corporate Units, 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 Units Certificate is so delivered, as the case may be, or such Holder provides evidence satisfactory to the Company and the Purchase Contract Agent that such Corporate Units Certificate has been destroyed, lost or stolen, together with any indemnity that may be required by the Purchase Contract Agent and the Company.

     (c) Except as described in Section 5.03 or in this Section 3.13 or in connection with a Cash Settlement, an Early Settlement, a Fundamental Change Early Settlement or a Termination Event, for so long as the Purchase Contract underlying a Corporate Unit remains in effect, such Corporate Units shall not be separable into its constituent parts, and the rights and obligations of the Holder in respect of the Applicable Ownership Interests in Notes or Applicable Ownership Interests in the Treasury Portfolio, as the case may be, and the Purchase Contract comprising such Corporate Units may be acquired, and may be transferred and exchanged, only as a Corporate Unit.

     (d) Notwithstanding the foregoing, if a Treasury Portfolio has replaced the Notes that are components of the Corporate Units, Holders of Corporate Units will have the right, at any time on or prior to 4:00 p.m., New York City time, on the second Business Day immediately preceding the Purchase Contract Settlement Date, to substitute Treasury Securities for the Applicable Ownership Interests in the Treasury Portfolio that is a component of the Corporate Unit, but Holders of Corporate Units can only make this substitution in integral multiples of 800 Corporate Units (or such other number of Corporate Units as may be determined by the Remarketing Agent(s) upon a Successful Remarketing of Notes, which number shall be provided to a Holder by the Company at the request of such Holder). In such instance, the provisions of this Section 3.13 shall apply mutatis mutandis; provided that references in this Section 3.13 to “ Pledged Applicable Ownership Interest in the Notes, ” “ Applicable Ownership Interest in the Notes ” and “ Notes ” shall be deemed references to “ Pledged Applicable Ownership Interests in the Treasury Portfolio, ” “ Applicable Ownership Interests in the Treasury Portfolio ” and “ the applicable pro rata portion of the Treasury Portfolio. ”

     (e) Prior to May 31, 2012, so long as no Treasury Units are currently outstanding, with five Business Days prior written notice to all Holders of the Corporate Units, the Company may specify, in lieu of the zero-coupon Treasury securities maturing May 31, 2012 (CUSIP. No. 912820PR2), an alternative U.S. Treasury security (or interest of principal strip thereof) as the “ Treasury Securities ” (as such term is defined in Section 1.01), in which event the references in clause (b) of such definition to May 31, 2012, shall be deemed to be references to the maturity date of such alternative U.S. Treasury security.

     To the extent a Treasury Security matures more than six Business Days prior to the Purchase Contract Settlement Date, the Collateral Agent will, no later than one Business Day immediately following such date, apply the principal amount paid at maturity of all such Treasury Securities to purchase a like principal amount of Treasury Securities, identified by the Company and specified in an Officers’ Certificate delivered to the Purchase Contract Agent and the Collateral Agent, maturing not more than six Business Days nor less than one Business Day prior to Purchase Contract Settlement Date. On the Purchase Contract Settlement Date, the Collateral Agent will pay the excess, if any, of such principal amount paid over the Purchase Price to the Holders of the relevant Treasury Units on the Regular Record Date immediately preceding the Purchase Contract Settlement Date pro rata in accordance with the principal amount at maturity of Treasury Units held by such Holder on such Regular Record Date.

     Holders will be able to obtain the issue date, the maturity date and, when available, the CUSIP number of the U.S. Treasury securities that constitute the Treasury Securities at any time by calling the Company 1-800-245-5275. The Company shall, to the extent that Treasury Securities previously identified are no longer expected to be outstanding at any point prior to the Purchase Contract Settlement Sate, identify another U.S. Treasury security (or interest of principal

strip thereof) meeting the foregoing criteria. The Treasury Securities most recently identified by the Company with respect to the Purchase Contract Settlement Date will be the “ Treasury Securities ” with respect to the period from, and including, its date of issuance to, but excluding, its date of maturity, and the Company’s identification of a security as the Treasury Securities for such period will be final and binding for all purposes absent manifest error.

     Section 3.14 . Recreation of Corporate Units. (a) Subject to the conditions set forth in this Agreement, and subject to the limitations on a Collateral Substitution in connection with an Early Remarketing, as set forth in Section 5.02 below, a Holder of Treasury Units may effect a Collateral Substitution and recreate Corporate Units at any time from and after the date of this Agreement and prior to 4:00 p.m. (New York City time) on the seventh Business Day immediately preceding the Purchase Contract Settlement Date (other than during the Restricted Period); provided that Holders of Treasury Units may only recreate Corporate Units in integral multiples of 20 Treasury Units. To recreate Corporate Units, the Holder must:

     (1) Transfer to the Collateral Agent for credit to the Collateral Account Notes or security entitlements with respect thereto having an aggregate principal amount equal to the Value of the Pledged Treasury Securities to be released, which must be purchased in the open market at such Holder’s expense unless otherwise owned by such Holder; and

     (2) Transfer the related Treasury Units to the Purchase Contract Agent accompanied by a notice to the Purchase Contract Agent, substantially in the form of Exhibit C hereto, whereupon the Purchase Contract Agent shall promptly provide an instruction to such effect to the Collateral Agent, substantially in the form of Exhibit H hereto.

     Upon confirmation that the Notes described in clause (1) above or security entitlements with respect thereto have been credited to the Collateral Account and receipt of the instruction from the Purchase Contract Agent described in clause (2) above, the Collateral Agent shall promptly release such Pledged Treasury Securities from the Pledge and shall promptly instruct the Securities Intermediary by a notice, substantially in the form of Exhibit I hereto, to Transfer such Pledged Treasury Securities to the Purchase Contract Agent for distribution to such Holder, free and clear of the Pledge created hereby.

     The substituted Notes will be pledged to the Company through the Collateral Agent to secure such Holder’s obligation to purchase shares of Common Stock under the related Purchase Contract.

     Upon credit to the Collateral Account of Notes or security entitlements with respect thereto delivered by a Holder of Treasury Units and receipt of the related instruction from the Collateral Agent, the Securities Intermediary shall

promptly Transfer the Pledged Treasury Securities to the Purchase Contract Agent for distribution to such Holder, free and clear of the Pledge created hereby.

     Upon receipt of such Treasury Securities, the Purchase Contract Agent shall promptly:

     (i) cancel the related Treasury Units;

     (ii) transfer the Treasury Securities to the Holder; and

     (iii) deliver Corporate Units in book-entry form or, if applicable, authenticate, execute on behalf of such Holder and deliver Corporate Units in the form of a Corporate Units Certificate executed by the Company in accordance with Section 3.03 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 (including, without limitation, fees and expenses payable to the Collateral Agent), in respect of the recreation, and neither the Company nor the Purchase Contract Agent shall be responsible for any such fees or expenses.

     (b) Except as provided in Section 5.03 or in this Section 3.14 or in connection with a Cash Settlement, an Early Settlement, a Fundamental Change Early Settlement or a Termination Event, for so long as the Purchase Contract underlying 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 interest in the Treasury Security and the Purchase Contract comprising such Treasury Unit may be acquired, and may be transferred and exchanged, only as a Treasury Unit.

     (c) Notwithstanding the foregoing, if the Treasury Portfolio has replaced the Notes underlying the Corporate Units, holders of Treasury Units will have the right, at any time on or prior to the second Business Day immediately preceding the Purchase Contract Settlement Date, to substitute the Applicable Ownership Interests in the Treasury Portfolio for the Treasury Securities that were a component of the Treasury Units, but Holders of Treasury Units can only make this substitution in integral multiples of 800 Treasury Units (or such other number of Corporate Units as may be determined by the Remarketing Agent(s) upon a Successful Remarketing of Notes, which number shall be provided to a Holder by the Company at the request of such Holder). In such instance, the provisions of this Section 3.14 shall apply mutatis mutandis; provided that references in this Section 3.13 to “ Notes ” shall be deemed references to “ the applicable pro rata portion of the Treasury Portfolio. ”

     Section 3.15 . Transfer of Collateral Upon Occurrence of Termination Event. (a) Upon receipt by the Collateral Agent of written notice pursuant to Section 5.07 hereof from the Company or the Purchase Contract Agent that a

Termination Event has occurred, the Collateral Agent shall promptly release all Collateral from the Pledge and shall promptly instruct the Securities Intermediary to Transfer:

     (i) any Notes underlying Pledged Applicable Ownership Interests in Notes or security entitlements with respect thereto or Pledged Applicable Ownership Interests in the Treasury Portfolio;

     (ii) any Pledged Treasury Securities;

     (iii) any payments made by Holders (or the Permitted Investments of such payments) pursuant to Section 5.03 hereof; and

     (iv) any Proceeds and all other payments the Collateral Agent receives in respect of the foregoing,

to the Purchase Contract Agent for the benefit of the Holders for distribution to such Holders, in accordance with their respective interests, free and clear of the Pledge created hereby; provided, however , if any Holder or Beneficial Owner shall be entitled to receive Notes in an aggregate principal amount of less than $1,000, or greater than $1,000 but not in an integral multiple of $1,000, the Purchase Contract Agent shall request, on behalf of such Holder or Beneficial Owner, pursuant to the Indenture that the Company issue Notes in denominations of $50, or integral multiples thereof, in exchange for Notes in denominations of $1,000 or integral multiples thereof; and provided further , if any Holder shall be entitled to receive, with respect to its Pledged Applicable Ownership Interests in the Treasury Portfolio or its Pledged Treasury Securities, any securities having a principal amount at maturity of less than $1,000, the Purchase Contract Agent shall dispose of such Pledged Applicable Ownership Interests in the Treasury Portfolio or Pledged Treasury Securities for cash and deliver to such Holder cash in lieu of delivering the Pledged Applicable Ownership Interests in the Treasury Portfolio or Pledged Treasury Securities, as the case may be.

     (b) Notwithstanding anything to the contrary in clause (a) of this Section 3.15, if such Termination Event shall result from the Company’s becoming a debtor under the Bankruptcy Code, and if the Collateral Agent shall for any reason fail promptly to effectuate the release and Transfer of all Notes underlying Pledged Applicable Ownership Interests in Notes, Pledged Applicable Ownership Interests in the Treasury Portfolio, Pledged Treasury Securities and payments by Holders (or the Permitted Investments of such payments) pursuant to Section 5.03 and Proceeds and all other payments received by the Collateral Agent in respect of the foregoing, as the case may be, as provided by this Section 3.15, the Purchase Contract Agent shall use its best efforts to obtain an opinion of a nationally recognized law firm to the effect that, notwithstanding the Company’s being the debtor in such a bankruptcy case, the Collateral Agent will not be prohibited from releasing or Transferring the Collateral as provided in this Section 3.15, and shall deliver or cause to be delivered such opinion to the

Collateral Agent within ten days after the occurrence of such Termination Event, and if (A) the Purchase Contract Agent shall be unable to obtain such opinion within ten days after the occurrence of such Termination Event or (B) the Collateral Agent shall continue, after delivery of such opinion, to refuse to effectuate the release and Transfer of all Notes underlying Pledged Applicable Ownership Interests in Notes, Pledged Applicable Ownership Interests in the Treasury Portfolio, Pledged Treasury Securities and the payments by Holders (or the Permitted Investments of such payments) pursuant to Section 5.03 hereof and Proceeds and all other payments received by the Collateral Agent in respect of the foregoing, as the case may be, as provided in this Section 3.15, then the Purchase Contract Agent shall within fifteen days after the occurrence of such Termination Event commence an action or proceeding in the court having jurisdiction of the Company’s case under the Bankruptcy Code seeking an order requiring the Collateral Agent to effectuate the release and transfer of all Notes underlying Pledged Applicable Ownership Interests in Notes, Pledged Applicable Ownership Interest in the Treasury Portfolio, Pledged Treasury Securities and the payments by Holders (or the Permitted Investments of such payments) pursuant to Section 5.03 hereof and Proceeds and all other payments received by the Collateral Agent in respect of the foregoing, or as the case may be, as provided by this Section 3.15.

     (c) Upon the occurrence of a Termination Event and the Transfer to the Purchase Contract Agent of the Notes underlying Pledged Applicable Ownership Interests in Notes, the appropriate Pledged Applicable Ownership Interests in the Treasury Portfolio or the Pledged Treasury Securities, as the case may be, pursuant to Section 3.15, the Purchase Contract Agent shall request transfer instructions with respect to such Notes, Applicable Ownership Interests in the Treasury Portfolio or Pledged Treasury Securities, as the case may be, from each Holder by written request, substantially in the form of Exhibit D hereto, mailed to such Holder at its address as it appears in the Security Register.

     (d) Upon book-entry transfer of the Corporate Units or the Treasury Units or delivery of a Corporate Units Certificate or Treasury Units Certificate to the Purchase Contract Agent with such transfer instructions, the Purchase Contract Agent shall transfer the Notes underlying Pledged Applicable Ownership Interests in Notes, the Pledged Applicable Ownership Interests in the Treasury Portfolio or Pledged Treasury Securities, as the case may be, underlying 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 and, in the case of the Notes underlying Pledged Applicable Ownership Interests in Notes, in accordance with the terms of the Indenture. In the event a Holder of Corporate Units or Treasury Units fails to effect such transfer or delivery, the Notes underlying Pledged Applicable Ownership Interests in Notes, the Pledged Applicable Ownership Interests in the Treasury Portfolio or Pledged Treasury Securities, as the case may be, underlying such Corporate Units of Treasury Units, as the case may be, and any distributions 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 to occur of:

     (i) the transfer of such Corporate Units or Treasury Units or surrender of the Corporate Units Certificate or Treasury Units Certificate or the receipt by the Company and the Purchase Contract Agent from such Holder of satisfactory evidence that such Corporate Units Certificate or Treasury Units Certificate has been destroyed, lost or stolen, together with any indemnity that may be required by the Purchase Contract Agent and the Company; and

     (ii) the expiration of the time period specified by the applicable law governing abandoned property in the state in which the Purchase Contract Agent holds such property.

     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 a debtor under the Bankruptcy Code or subject to other similar state or Federal law providing for reorganization or liquidation.

     Section 3.17 . Substitutions. Whenever a Holder has the right to substitute Treasury Securities, Notes underlying Applicable Ownership Interests in Notes or the Applicable Ownership Interests in the Treasury Portfolio (as defined in clause (i) of each paragraph of the definition of such term), as the case may be, or security entitlements for any of them for financial assets held in the Collateral Account, such substitution shall not constitute a novation of the security interest created hereby.

ARTICLE 4
The Notes

     Section 4.01 . Interest Payments; Rights to Interest Payments Preserved. (a) The Collateral Agent shall transfer all income and distributions received by it on account of the Notes underlying Pledged Applicable Ownership Interests in Notes (if the Notes underlying Pledged Applicable Ownership Interests in Notes are registered in the name of the Collateral Agent), the Pledged Applicable Ownership Interests in the Treasury Portfolio or Permitted Investments from time to time held in the Collateral Account to the Purchase Contract Agent (ABA No. 021000018, Account No. GLA#111-565, ACCT # 542555, Re: Great Plains Energy Incorporated Equity Units) for distribution to the applicable Holders as provided in this Agreement and the Purchase Contracts.

     (b) Any payment on any Note underlying Applicable Ownership Interests in Notes or any distribution on any Applicable Ownership Interests in the Treasury Portfolio (as specified in clause (ii) of each paragraph of the definition of Applicable Ownership Interest in the Special Event Treasury Portfolio and clauses (ii) or (iii) of each paragraph of the definition of Applicable Ownership Interest in the Remarketing Treasury Portfolio), as the case may be, which is paid on any Payment Date shall, subject to receipt thereof by the Purchase Contract Agent from the Company or from the Collateral Agent as provided in Section 4.01(a) above, be paid to the Person in whose name the Corporate Units Certificate (or one or more Predecessor Corporate Units Certificates) of which such Applicable Ownership Interest in Notes or Applicable Ownership Interests in the Treasury Portfolio, as the case may be, forms a part is registered at the close of business on the Record Date for such Payment Date.

     (c) Each Corporate Units Certificate evidencing Applicable Ownership Interests in Notes or Applicable Ownership Interests in the Treasury Portfolio delivered under this Agreement upon registration of transfer of or in exchange for or in lieu of any other Corporate Units Certificate shall carry the right to accrued and unpaid interest or distributions, and to accrue interest or distributions, which were carried by Applicable Ownership Interests in Notes or Applicable Ownership Interests in the Treasury Portfolio underlying such other Corporate Units Certificate.

     (d) In the case of any Corporate Unit with respect to which (1) Cash Settlement of the underlying Purchase Contract is properly effected pursuant to Section 5.03(a) hereof, (2) Early Settlement of the underlying Purchase Contract is properly effected pursuant to Section 5.08 hereof, (3) Fundamental Change Early Settlement of the underlying Purchase Contract is properly effected pursuant to Section 5.05(b)(ii) hereof or (4) a Collateral Substitution is properly effected pursuant to Section 3.13, in each case on a date that is after any Record Date and prior to or on the next succeeding Payment Date, interest in respect of the Notes underlying Applicable Ownership Interests in Notes or distributions on Applicable Ownership Interests in the Treasury Portfolio, as the case may be, underlying such Corporate Unit otherwise payable on such Payment Date shall be payable on such Payment Date notwithstanding such Cash Settlement, Early Settlement, Fundamental Change Early Settlement or Collateral Substitution, and such payment or distributions shall, subject to receipt thereof by the Purchase Contract Agent, be payable to the Person in whose name the Corporate Units Certificate (or one or more Predecessor Corporate Units Certificates) were registered at the close of business on the Record Date.

     (e) Except as otherwise expressly provided in Section 4.01(d) hereof, in the case of any Corporate Unit with respect to which Cash Settlement, Early Settlement or Fundamental Change Early Settlement of the component Purchase Contract is properly effected, or with respect to which a Collateral Substitution has been effected, payments attributable to the Notes underlying Applicable Ownership Interests in Notes or distributions on Applicable Ownership Interests

in the Treasury Portfolio, as the case may be, that would otherwise be payable or made after the Purchase Contract Settlement Date, Early Settlement Date, Fundamental Change Early Settlement Date or the date of the Collateral Substitution, as the case may be, shall not be payable hereunder to the Holder of such Corporate Units; provided, however , that to the extent that such Holder continues to hold Separate Notes or Applicable Ownership Interests in the Treasury Portfolio that formerly comprised a part of such Holder’s Corporate Units, such Holder shall be entitled to receive interest on such Separate Notes or distributions on such Applicable Ownership Interests in the Treasury Portfolio.

     Section 4.02 . Payments Prior to or on Purchase Contract Settlement Date. (a) Subject to the provisions of Section 5.03(a), Section 5.05(b)(ii) and Section 5.08, and except as provided in Section 4.02(b) below, if no Termination Event shall have occurred, all payments received by the Securities Intermediary in respect of (1) the principal amount of the Notes underlying Pledged Applicable Ownership Interests in Notes, (2) the Pledged Applicable Ownership Interests in the Treasury Portfolio (as specified in clause (i) of each paragraph of the definition of Applicable Ownership Interests in the Remarketing Treasury Portfolio or Applicable Ownership Interests in the Special Event Treasury Portfolio, as applicable) and (3) the Pledged Treasury Securities, shall be credited to the Collateral Account, to be invested in Permitted Investments until the Purchase Contract Settlement Date, and transferred to the Company on the Purchase Contract Settlement Date as provided in Section 5.03 hereof. Any balance remaining in the Collateral Account shall be released from the Pledge and transferred to the Purchase Contract Agent for the benefit of the applicable Holders for distribution to such Holders in accordance with their respective interests, free and clear of the Pledge created hereby. The Company shall instruct the Collateral Agent in writing as to the specific Permitted Investments in which any payments made under this Section 4.02 shall be invested, provided, however, that if the Company fails to deliver such instructions by 10:30 a.m. (New York City time) on the day such payments are received by the Securities Intermediary, the Collateral Agent shall instruct the Securities Intermediary to invest such payments in the Permitted Investments of the type described in clause (6) of the definition of Permitted Investments, which have been designated by the Company in writing from time to time in a standing instruction to the Securities Intermediary which shall be effective until revoked or superseded. In no event shall the Collateral Agent be liable for the selection of Permitted Investments or for investment losses incurred thereon. The Collateral Agent shall have no liability in respect of losses incurred as a result of the failure of the Company to provide timely written investment direction.

     (b) All payments received by the Securities Intermediary in respect of (1) the Notes, (2) the Applicable Ownership Interests in the Treasury Portfolio and (3) the Treasury Securities or security entitlements with respect thereto, that, in each case, have been released from the Pledge hereunder shall be transferred to

the Purchase Contract Agent for the benefit of the applicable Holders for distribution to such Holders in accordance with their respective interests.

     Section 4.03 . Notice and Voting. (a) Subject to Section 4.03(b) hereof, the Purchase Contract Agent may exercise, or refrain from exercising, any and all voting and other consensual rights pertaining to the Notes underlying Pledged Applicable Ownership Interests in Notes or any part thereof for any purpose not inconsistent with the terms of this Agreement; provided that the Purchase Contract Agent shall not exercise or shall not refrain from exercising such right, as the case may be, if, in the judgment of the Purchase Contract Agent, such action would impair or otherwise have a material adverse effect on the value of all or any of the Notes underlying Pledged Applicable Ownership Interests in Notes; and provided further that the Purchase Contract Agent shall give the Company and the Collateral Agent at least five Business Days’ prior written notice of the manner in which it intends to exercise, or its reasons for refraining from exercising, any such right. Upon receipt of any notices and other communications in respect of any Notes underlying Pledged Applicable Ownership Interests in Notes, including either notice of any meeting at which holders of the Notes are entitled to vote or the solicitation of consents, waivers or proxies of holders of the Notes, the Collateral Agent shall use reasonable efforts to send promptly to the Purchase Contract Agent such notice or communication, and as soon as reasonably practicable after receipt of a written request therefor from the Purchase Contract Agent, to execute and deliver to the Purchase Contract Agent such proxies and other instruments in respect of such Notes underlying Pledged Applicable Ownership Interests in Notes (in form and substance satisfactory to the Collateral Agent) as are prepared by the Company and delivered to the Purchase Contract Agent with respect to the Notes underlying Pledged Applicable Ownership Interests in Notes.

     (b) Upon receipt of notice of any meeting at which holders of Notes are entitled to vote or upon any solicitation of consents, waivers or proxies of holders of Notes, the Purchase Contract Agent shall, as soon as practicable thereafter, mail, first class, postage pre-paid, to the Holders of Corporate Units a notice:

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

     (ii) 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 set by the Company for determining the holders of Notes entitled to vote) shall be entitled to instruct the Purchase Contract Agent as to the exercise of the voting rights pertaining to the Notes underlying the Applicable Ownership Interests in Notes that are a component of their Corporate Units; and

     (iii) 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 days prior to such meeting, 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 aggregate principal amount of Notes (rounded down to the nearest integral multiple of $1,000) 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 Notes underlying Applicable Ownership Interests in Notes that are a component of such Corporate Units. The Company hereby agrees, if applicable, to solicit Holders of Corporate Units to timely instruct the Purchase Contract Agent as to the exercise of such voting rights in order to enable the Purchase Contract Agent to vote such Notes.

     (c) The Holders of Corporate Units and the Holders of Treasury Units shall have no voting or other rights in respect of Common Stock.

     Section 4.04 . Special Event Redemption. (a) If the Company elects to redeem the Notes following the occurrence of a Special Event as permitted by the Indenture, it shall notify the Collateral Agent in writing that a Special Event has occurred and that it intends to redeem the Notes on the Special Event Redemption Date. Upon the occurrence of such Special Event Redemption while Notes are still credited to the Collateral Account, the Collateral Agent shall, and is hereby authorized to, instruct the Securities Intermediary to present the Notes underlying Pledged Applicable Ownership Interests in Notes for payment as may be required by their respective terms and to direct the Indenture Trustee to remit the Redemption Price to the Securities Intermediary for credit to the Collateral Account, on or prior to 11:00 a.m., New York City time, on such Special Event Redemption Date, by wire transfer of immediately available funds. Upon receipt of such funds by the Securities Intermediary and the credit thereof to the Collateral Account, the Notes underlying Pledged Applicable Ownership Interests in Notes shall be released from the Collateral Account and promptly transferred to the Company. Upon the crediting of such funds to the Collateral Account, the Collateral Agent, at the written direction of the Company, shall instruct the Securities Intermediary to (i) apply an amount equal to the Redemption Amount of such funds to purchase the Special Event Treasury Portfolio from the Quotation Agent, (ii) credit to the Collateral Account the Applicable Ownership Interests in the Special Event Treasury Portfolio (as specified in clause (i) of each paragraph of the definition thereof) and (iii) promptly remit the remaining portion of such funds to the Purchase Contract Agent for payment to the Holders of Corporate Units, in accordance with their respective interests.

     (b) Upon the occurrence of a Special Event Redemption, (i) the Applicable Ownership Interests in the Special Event Treasury Portfolio (as specified in clause (i) of each paragraph of the definition thereof) will be substituted as Collateral for the Notes underlying Pledged Applicable Ownership Interests in Notes and will be held by the Collateral Agent in accordance with the terms hereof to secure the Obligation of each Holder of Corporate Units, (ii) the

Holders of Corporate Units and the Collateral Agent shall have such rights and obligations, and the Collateral Agent shall have such security interest, with respect to such Applicable Ownership Interests in the Special Event Treasury Portfolio (as specified in clause (i) of each paragraph of the definition thereof) as the Holders of Corporate Units and the Collateral Agent had in respect of the Notes underlying Pledged Applicable Ownership Interests in Notes, subject to the Pledge thereof, and (iii) any reference herein to Applicable Ownership Interests in Notes shall be deemed to be a reference to such Applicable Ownership Interests in the Special Event Treasury Portfolio. The Company may cause to be made in any Corporate Units Certificates thereafter to be issued such change in phraseology and form (but not in substance) as may be appropriate to reflect the substitution of the Applicable Ownership Interests in the Special Event Treasury Portfolio (as specified in clause (i) of each paragraph of the definition thereof) for Applicable Ownership Interests in Notes as Collateral.

     Section 4.05 . Payments to Purchase Contract Agent. The Securities Intermediary shall use commercially reasonable efforts to deliver any payments required to be made by it to the Purchase Contract Agent hereunder to the account designated by the Purchase Contract Agent for such purpose not later than 12:00 p.m. (New York City time) on the Business Day such payment is received by the Securities Intermediary; provided, however , that if such payment is received on a day that is not a Business Day or after 11:00 a.m. (New York City time) on a Business Day, then the Securities Intermediary shall use commercially reasonable efforts to deliver such payment to the Purchase Contract Agent no later than 10:30 a.m. (New York City time) on the next succeeding Business Day.

     Section 4.06 . Payments Held in Trust. If the Purchase Contract Agent or any Holder shall receive any payments on account of financial assets credited to the Collateral Account (other than interest on the Notes or distributions on the Applicable Ownership Interests in the Treasury Portfolio (as specified in clause (ii) of each paragraph of the definition thereof)) and not released therefrom in accordance with this Agreement, the Purchase Contract Agent or such Holder shall hold such payments as trustee of an express trust for the benefit of the Company and, upon receipt of an Officers’ Certificate of the Company so directing, promptly deliver such payments to the Securities Intermediary for credit to the Collateral Account or to the Company for application to the Obligations of the applicable Holder or Holders, and the Purchase Contract Agent and Holders shall acquire no right, title or interest in any such payments of principal amounts so received. The Purchase Contract Agent shall have no liability under this Section 4.05 unless and until it has been notified in writing that such payment was delivered to it erroneously and shall have no liability for any action taken, suffered or omitted to be taken prior to its receipt of such notice.

ARTICLE 5
The Purchase Contracts

     Section 5.01 . Purchase of Shares of Common Stock. (a) Each Purchase Contract shall obligate the Holder of the related Unit 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 shares of Common Stock (subject to Section 5.09) equal to the Settlement Rate unless an Early Settlement, a Fundamental Change Early Settlement or a Termination Event with respect to the Units of which such Purchase Contract is a part shall have occurred. The “ Settlement Rate ” is equal to:

     (i) If the Applicable Market Value is equal to or greater than $16.80 (the “ Threshold Appreciation Price ”), the Settlement Rate will be 2.9762 shares of Common Stock (such Settlement Rate being referred to as the “ Minimum Settlement Rate ”);

     (ii) if the Applicable Market Value is less than the Threshold Appreciation Price but greater than $14.00(the “ Reference Price ”), the Settlement Rate will be a number of shares of Common Stock equal to the Stated Amount, divided by the Applicable Market Value, which is not subject to adjustment pursuant to Section 5.05(a)(vii); and

     (iii) if the Applicable Market Value is less than or equal to the Reference Price, the Settlement Rate will be 3.5714 shares of Common Stock, which is equal to the Stated Amount divided by the Reference Price (such Settlement Rate being referred to as the “ Maximum Settlement Rate ”);

The Maximum Settlement Rate, Minimum Settlement Rate and the Applicable Market Value (as defined below) are subject to adjustment as provided in Section 5.05 (and in each case rounded upward or downward to the nearest 1/10,000th of a share).

     The “ Applicable Market Value ” means the average of the Closing Prices per share of Common Stock on each Trading Day during the Observation Period; provided, however , that if the Company enters into a Reorganization Event, the Applicable Market Value will mean the value of an Exchange Property Unit. Following the occurrence of any such event, references herein to the purchase or issuance of shares of Common Stock shall be construed to be references to settlement into Exchange Property Units. For purposes of calculating the value of an Exchange Property Unit, (x) the value of any common stock included in the Exchange Property Unit shall be determined using the average of the Closing Price per share of such common stock on each Trading Day during the Observation Period (adjusted as set forth under Section 5.05) and (y) the value of any other property, including securities other than common stock included in the Exchange Property Unit, shall be the value of such property on each Trading Day

of the Observation Period (as determined in good faith by the Board of Directors, whose determination shall be conclusive and described in a Board Resolution).

     The “ Closing Price ” per share of Common Stock on any date of determination means, on any date of determination (1) the closing sale price (or, if no closing sale price is reported, the last reported sale price) per share of Common Stock on the New York Stock Exchange, Inc. (the “ NYSE ”) on such date or, if the Common Stock is not listed for trading on the NYSE on any such date, as reported in the composite transactions for the principal United States national or regional securities exchange on which the Common Stock is listed for trading, or (2) if the Common Stock is not listed for trading on a United States national or regional securities exchange, the last quoted bid price per share of the Common Stock in the over-the-counter market as reported by Pink OTC Markets Inc. or similar organization, or, if such bid price referred to above is not available, the market value per share of the Common Stock on such date provided by a nationally recognized independent investment banking firm retained by the Company for purposes of determining the Closing Price.

     A “ Trading Day ” means a day on which the Common Stock (i) 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 (ii) has traded at least once on the national or regional securities exchange or association or over-the-counter market that is the primary exchange or market for the trading of the Common Stock. If the Common Stock is not traded on a securities exchange or association or over-the-counter market, then “ Trading Day ” means “ Business Day. ”

     (b) Each Holder of a Corporate Unit or a Treasury Unit, by its acceptance of such Unit:

     (i) duly appoints the Purchase Contract Agent as its attorney-in-fact to enter into and perform the related Purchase Contract and this Agreement on its behalf and in its name as its attorney-in-fact (including, without limitation, the execution of Certificates on behalf of such Holder);

     (ii) irrevocably agrees to be bound by the terms and provisions of such Unit, including but not limited to the terms and provisions of the Purchase Contract, and this Agreement;

     (iii) irrevocably covenants and agrees to perform its obligations under this Agreement and such Unit, including but not limited to the Purchase Contract, for so long as such Holder remains a Holder of a Corporate Unit or a Treasury Unit;

     (iv) consents to the provisions hereof; and

     (v) consents to, and agrees to be bound by, the Pledge of such Holder’s right, title and interest in and to the Collateral, including the Applicable Ownership Interests in Notes and the Applicable Ownership Interests in the Treasury Portfolio (as specified in clause (i) of each paragraph of the definition of such term) or the Treasury Securities pursuant to this Agreement, and the delivery of the Notes underlying such Applicable Ownership Interests in Notes by the Purchase Contract Agent to the Collateral Agent.

     (c) 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 5.03 hereof, but subject to the terms thereof, on the Purchase Contract Settlement Date, Proceeds of the Pledged Applicable Ownership Interests in Notes, the Pledged Applicable Ownership Interests in the Treasury Portfolio or the Pledged Treasury Securities, as applicable, equal to the Purchase Price shall be paid 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 Proceeds.

     (d) 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 and the Purchase Contracts underlying such Certificate and the transferor shall be released from the obligations under this Agreement and the Purchase Contracts underlying the Certificate so transferred.

     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.

     (e) Promptly after the calculation of the Settlement Rate and the Applicable Market Value, the Company shall give the Purchase Contract Agent notice thereof. All calculations and determinations of the Settlement Rate and the Applicable Market Value 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.

     Section 5.02 . Early Remarketing .

     (a) Early Remarketing. (i) Unless a Successful Early Remarketing (as defined below), Special Event Redemption or Termination Event has occurred, the Company may engage the Remarketing Agent(s), pursuant to the terms of the Remarketing Agreement, to remarket the aggregate Notes underlying the aggregate Applicable Ownership Interests in Notes that are components of Corporate Units, along with any Separate Notes, the holders of which have elected to participate in such remarketing pursuant to the Indenture and Section 5.03(d) below, during an Early Remarketing Period selected by the Company

(each date during such Early Remarketing Period, an “ Early Remarketing Date ”).

     (ii) (A) If the Company elects to conduct an Early Remarketing on an Early Remarketing Date, by 11:00 a.m. (New York City time) on the Business Day immediately preceding the first day of the related Early Remarketing Period, the Purchase Contract Agent shall notify in writing the Remarketing Agent(s) of the aggregate principal amount of Notes underlying the Pledged Applicable Ownership Interests in Notes that are a part of the Corporate Units to be remarketed, and the Custodial Agent shall notify in writing the Remarketing Agent(s) of the aggregate principal amount of Separate Notes (if any) to be remarketed pursuant to clause (d) of Section 5.03 below. Pursuant to the Remarketing Agreement, upon receipt of such notices from the Purchase Contract Agent and the Custodial Agent, the Remarketing Agent(s) will use its reasonable efforts to remarket such Notes at the applicable Remarketing Price. If the Remarketing Agent(s) is unsuccessful on the first Early Remarketing Date during such Early Remarketing Period, a subsequent Remarketing shall be attempted (unless impracticable) by the Remarketing Agent(s) on each of the two following Early Remarketing Dates in that Early Remarketing Period until a Successful Early Remarketing (as hereinafter defined) occurs. If the Remarketing Agent(s) is able to remarket such Notes for at least the applicable Remarketing Price (a “ Successful Early Remarketing ”), the Collateral Agent shall cause the Securities Intermediary to transfer to the Remarketing Agent(s) the remarketed Notes underlying the Pledged Applicable Ownership Interests in Notes upon confirmation of deposit to the Collateral Account of proceeds of such Successful Early Remarketing attributable to such Notes, and the Custodial Agent shall transfer the remarketed Separate Notes to the Remarketing Agent(s) upon confirmation of receipt of proceeds of such Successful Early Remarketing attributable to such Separate Notes. Settlement shall occur on the Remarketing Settlement Date. Upon deposit in the Collateral Account of such proceeds, the Collateral Agent shall (1) instruct the Securities Intermediary to apply an amount equal to the Remarketing Treasury Portfolio Purchase Price to purchase the Remarketing Treasury Portfolio from the Quotation Agent (the amount and issue of the U.S. Treasury securities (or principal or interest strips thereof) constituting the Remarketing Treasury Portfolio to be determined by the Remarketing Agent(s)), (2) credit to the Collateral Account the Applicable Ownership Interests in the Remarketing Treasury Portfolio, and (3) promptly remit any remaining portion of such proceeds to the Purchase Contract Agent for payment to the Holders of Corporate Units, whereupon the Purchase Contract Agent shall make such payment on the Remarketing Settlement Date to the Holders pro rata in accordance with their respective interests. With respect to any Separate Notes remarketed, the Custodial Agent shall remit such proceeds of the Successful Early

Remarketing received from the Remarketing Agent(s) to Holders of such Separate Notes.

     (B) In connection with any Successful Early Remarketing, solely with respect to Separate Notes that were not remarketed in such Remarketing, any then-outstanding Deferred Interest (including compounded interest thereon) will be paid to the Holders of such Separate Notes on the immediately following scheduled Interest Payment Date, at the Company’s election, in Cash or by issuing Additional Notes to the Holders of such Separate Notes in accordance with the Indenture in principal amount equal to the amount of such Deferred Interest (including compounded interest thereon).

     (iii) Following the occurrence of a Successful Early Remarketing, the Applicable Ownership Interests in the Remarketing Treasury Portfolio (as specified in clause (i) of each paragraph of such term) will be substituted as Collateral for the Pledged Applicable Ownership Interests in Notes and will be held by the Collateral Agent in accordance with the terms hereof to secure the Obligation of each Holder of Corporate Units, and the Holders of Corporate Units and the Collateral Agent shall have such security interests, rights and obligations with respect to the Applicable Ownership Interests in the Remarketing Treasury Portfolio (as defined in clause (i) of each paragraph of such term) as the Holder of Corporate Units and the Collateral Agent had in respect of the Pledged Applicable Ownership Interests in Notes, subject to the Pledge thereof. Any reference in this Agreement or the Certificates to the Pledged Applicable Ownership Interests in Notes shall thereupon be deemed to be a reference to such Applicable Ownership Interests in the Remarketing Treasury Portfolio (as defined in clause (i) of each paragraph of such term). The Company may cause to be made in any Corporate Units Certificates thereafter to be issued such change in phraseology and form (but not in substance) as may be appropriate to reflect the substitution of the Applicable Ownership Interests in the Remarketing Treasury Portfolio (as defined in clause (i) of each paragraph of such term) for the Pledged Applicable Ownership Interests in Notes as Collateral.

     (iv) If, in spite of its reasonable efforts, the Remarketing Agent(s) cannot remarket the Notes as set forth above on each of the three Early Remarketing Dates comprising any Early Remarketing Period (other than to the Company) at a price not less than the applicable Remarketing Price or a condition precedent set forth in the Remarketing Agreement is not fulfilled, the Early Remarketing will be deemed to have failed (a “ Failed Early Remarketing ”). Promptly after a Failed Early Remarketing, the Custodial Agent will return Separate Notes to the appropriate Holders.

     (v) The Company will pay the Remarketing Fee in connection with any Successful Early Remarketing unless the Company directs the Remarketing Agent(s) to include such fee in the Remarketing Price and the Remarketing Agent(s) is able to remarket the Notes for an amount which includes the Remarketing Fee. In any such case, the Remarketing Agent(s) may deduct the applicable Remarketing Fee from any amount of the proceeds from the Successful Early Remarketing in excess of the Remarketing Treasury Portfolio Purchase Price, and the Remarketing Agent(s) shall then remit any remaining portion of such proceeds for the benefit of the Holders whose Notes were remarketed. Holders whose Notes underlying the Pledged Applicable Ownership Interests in Notes that are a part of the Successful Early Remarketing will not otherwise be responsible for the payment of any Remarketing Fee.

     (vi) During any Remarketing occurring during the Early Remarketing Period, the Company has the right to postpone such Remarketing in the Company’s absolute discretion.

     Section 5.03 . Cash Settlement; Final Remarketing; Payment of Purchase Price. (a) (i) Unless (1) a Termination Event has occurred, (2) a Special Event Redemption has occurred or will occur prior to the Purchase Contract Settlement Date, (3) a Holder effects an Early Settlement or a Fundamental Change Early Settlement of the underlying Purchase Contract or (4) a Successful Early Remarketing has occurred, each Holder of Corporate Units shall have the right to satisfy such Holder’s Obligations on the Purchase Contract Settlement Date in cash (a “ Cash Settlement ”). Each Holder of Corporate Units who intends to pay in cash to satisfy such Holder’s Obligations under the Purchase Contract on the Purchase Contract Settlement Date must notify the Purchase Contract Agent by presenting and surrendering at the offices of the Purchase Contract Agent (1) the Certificate evidencing the Corporate Units (if they are in certificated form) or the related Book-Entry Interests, and (2) the form of “ Notice of Cash Settlement ” substantially in the form of Exhibit E hereto completed and executed as indicated on or prior to 4:00 p.m. (New York City time) on the seventh Business Day immediately preceding the Purchase Contract Settlement Date. Corporate Units Holders may only effect such a Cash Settlement pursuant to this Section 5.03(a) in integral multiples of 20 Corporate Units.

     (ii) A Holder of a Corporate Unit who has so notified the Purchase Contract Agent of his intention to effect a Cash Settlement in accordance with Section 5.03(a)(i) above shall pay the Purchase Price to the Securities Intermediary for deposit in the Collateral Account prior to 11:00 a.m. (New York City time) on the sixth Business Day immediately preceding the Purchase Contract Settlement Date, in lawful money of the United States by certified or cashiers check or wire transfer in immediately available funds payable to or upon the order of the Securities Intermediary.

     (iii) If a Holder of a Corporate Unit fails to notify the Purchase Contract Agent of its intention to make a Cash Settlement in accordance with Section 5.03(a)(i), or does notify the Purchase Contract Agent as provided in Section 5.03(a)(i) of its intention to pay the Purchase Price in cash but fails to make such payment as required by Section 5.03(a)(ii), such Holder shall be deemed to have consented to the disposition of the Notes underlying the Pledged Applicable Ownership Interests in Notes pursuant to any Remarketing occurring in the Final Remarketing Period as described in Section 5.03(b) below.

     (iv) Promptly after 4:00 p.m. (New York City time) on the Business Day preceding the first day of the Final Remarketing Period, the Purchase Contract Agent, based on notices received by the Purchase Contract Agent pursuant to Section 5.03(a)(i) hereof and notice from the Securities Intermediary regarding cash received by it prior to such time, shall notify the Collateral Agent of the aggregate number of Notes to be remarketed in any Remarketing occurring in the Final Remarketing Period in a notice substantially in the form of Exhibit J hereto.

     (v) Upon (1) receipt by the Collateral Agent of a notice from the Purchase Contract Agent after the receipt by the Purchase Contract Agent of a notice from a Holder of Corporate Units that such Holder has elected, in accordance with Section 5.03(a)(i), to effect a Cash Settlement and (2) the payment by such Holder of the Purchase Price in accordance with Section 5.03(a)(ii) above, then the Collateral Agent shall:

     (A) instruct the Securities Intermediary promptly to invest any such Cash in Permitted Investments consistent with the instructions of the Company as provided for below in this Section 5.03(a)(v);

     (B) release from the Pledge the Notes underlying the Applicable Ownership Interest in Notes related to the Corporate Units as to which such Holder has effected a Cash Settlement; and

     (C) instruct the Securities Intermediary to Transfer all such Notes to the Purchase Contract Agent for distribution to such Holder, in each case free and clear of the Pledge created hereby, whereupon the Purchase Contract Agent shall Transfer such Notes in accordance with written instructions provided by the Holder thereof or, if no such instructions are given to the Purchase Contract Agent by the Holder, the Purchase Contract Agent shall hold such Notes, and any interest payment thereon, in the name of the Purchase Contract Agent or its nominee in trust for the benefit of such Holder until the expiration of the time period specified in the relevant abandoned property laws of the state where such Notes and interest payments thereon, if any, are held.

The Company shall instruct the Collateral Agent in writing as to the type of Permitted Investments in which any such Cash shall be invested; provided, however , that if the Company fails to deliver such written instructions by 10:30 a.m. (New York City time) on the day such Cash is received by the Collateral Agent or to be reinvested by the Securities Intermediary, the Collateral Agent shall instruct the Securities Intermediary to invest such Cash in the Permitted Investments of the type described in clause (6) of the definition of Permitted Investments which have been designated by the Company in writing from time to time in a standing instruction to the Collateral Agent which shall be effective until revoked or superseded. In no event shall the Collateral Agent or Securities Intermediary be liable for the selection of Permitted Investments or for investment losses incurred thereon. The Collateral Agent and Securities Intermediary shall have no liability in respect of losses incurred as a result of the failure of the Company to provide timely written investment direction.

     Upon maturity of the Permitted Investments on the Purchase Contract Settlement Date, the Collateral Agent shall, and is hereby authorized to, (A) instruct the Securities Intermediary to remit to the Company on the Purchase Contract Settlement Date such portion of the proceeds of such Permitted Investments as is equal to the aggregate Purchase Price under all Purchase Contracts in respect of which Cash Settlement has been affected as provided in this Section 5.03 to the Company on the Purchase Contract Settlement Date, and (B) release any amounts in excess of such amount earned from such Permitted Investments to the Purchase Contract Agent for distribution to the Holders who have effected Cash Settlement, pro rata in proportion to the amount paid by such Holders under Section 5.03(a)(ii) above, as adjusted to reflect the period of time that each such Holder’s cash was invested in such Permitted Investments.

     (b) (i) Unless a Termination Event has occurred or a Successful Early Remarketing or Special Event Redemption has occurred or will occur, in each case, prior to the Purchase Contract Settlement Date, in order to dispose of the Notes underlying Pledged Applicable Ownership Interests in Notes of any Holders of Corporate Units who have not notified the Purchase Contract Agent of their intention to effect a Cash Settlement as provided in Section 5.03(a)(i) above, or who have so notified the Purchase Contract Agent but failed to make such payment as required by Section 5.03(a)(ii) above, in each case along with any Separate Notes, the holders of which have elected to participate in a Final Remarketing pursuant to clause (d) below, the Company shall engage the Remarketing Agent(s) pursuant to the Remarketing Agreement to remarket such Notes on any date or dates selected by the Company during the Final Remarketing Period (each such date, a “ Final Remarketing Date ”). The Purchase Contract Agent, based on the notices specified pursuant to Section 5.03(a)(iv), shall notify the Remarketing Agent(s) in writing, promptly after 4:00 p.m. (New York City time) on the Business Day immediately preceding the first day of the Final Remarketing Period, of the aggregate principal amount of Notes attributable to the Pledged Applicable Ownership Interests in Notes that are to be remarketed.

Concurrently, the Custodial Agent, based on the notices specified in clause (d) below, will notify the Remarketing Agent(s) in writing of the aggregate principal amount of Separate Notes to be remarketed in any Remarketing to occur in the Final Remarketing Period. Upon receipt of notice from the Purchase Contract Agent as set forth in this Section 5.03(b)(i) and notice of the Separate Notes (if any) from the Custodial Agent as set forth in this Section 5.03(b)(i), the Remarketing Agent(s) shall, on the Remarketing Date or Dates in the Final Remarketing Period, use reasonable efforts to remarket, as provided in the Remarketing Agreement, such Notes and such Separate Notes at the applicable Remarketing Price.

     (ii) (A) If the Remarketing Agent(s) is able to remarket such Notes and Separate Notes (if any) for at least the applicable Remarketing Price in any Final Remarketing (other than to the Company) in accordance with the Remarketing Agreement (a “ Successful Final Remarketing ”), the Collateral Agent shall cause the Securities Intermediary to transfer to the Remarketing Agent(s) the remarketed Notes underlying the Pledged Applicable Ownership Interests in Notes upon confirmation of deposit to the Collateral Account of proceeds of such Successful Final Remarketing attributable to such Notes, and the Custodial Agent shall transfer the remarketed Separate Notes to the Remarketing Agent(s) upon confirmation of receipt of proceeds of such Successful Final Remarketing attributable to such Separate Notes. Settlement shall occur on the Remarketing Settlement Date. Upon deposit in the Collateral Account of such proceeds, the Collateral Agent shall, on the Purchase Contract Settlement Date, in consultation with the Purchase Contract Agent, instruct the Securities Intermediary to remit a portion of such proceeds equal to the aggregate principal amount of such Notes (plus all accrued and unpaid deferred interest, including compounded interest thereon) to satisfy in full the Obligations of Holders of Corporate Units to pay the Purchase Price for the shares of Common Stock under the related Purchase Contracts, and promptly remit the balance of such proceeds to the Purchase Contract Agent for payment to the Holders of Corporate Units, whereupon the Purchase Contract Agent shall make such payment on the Purchase Contract Settlement Date pro rata in accordance with their respective interests. With respect to any Separate Notes remarketed, the Custodial Agent shall remit such proceeds of the Successful Final Remarketing received from the Remarketing Agent(s) pro rata to Holders of such Separate Notes.

     (B) In connection with any Successful Final Remarketing, solely with respect to Separate Notes that were not remarketed in such Remarketing, any then-outstanding Deferred Interest (including compounded interest thereon) will be paid to the Holders of such Separate Notes on the Purchase Contract Settlement Date, at the Company’s election, in Cash or by issuing

Additional Notes in accordance with the Indenture to the holders of such Separate Notes in principal amount equal to the amount of such Deferred Interest (including compounded interest thereon).

     (iii) If, in spite of its reasonable efforts, the Remarketing Agent(s) cannot remarket the Notes during the Final Remarketing Period at a price not less than the applicable Remarketing Price (other than to the Company) or a condition precedent set forth in the Remarketing Agreement is not fulfilled, the remarketing will be deemed to have failed (a “ Failed Final Remarketing ”). Following a Failed Final Remarketing, as of the Purchase Contract Settlement Date, each Holder of any Pledged Applicable Ownership Interests in Notes, unless such Holder has (A) provided written notice in substantially the form of Exhibit M hereto of its intention to settle the related Purchase Contract with separate cash and (B) surrendered the Certificate evidencing the Corporate Units (if they are in certificated form) or the related Book-Entry Interests, to the Purchase Contract Agent prior to 11:00 a.m. (New York City time) on the second Business Day immediately preceding the Purchase Contract Settlement Date and on or prior to 4:00 p.m. (New York City time) on the Business Day immediately preceding the Purchase Contract Settlement Date delivered the Purchase Price to the Securities Intermediary for deposit in the Collateral Account in lawful money of the United States by certified or cashiers check or wire transfer in immediately available funds payable to or upon the order of the Securities Intermediary (which settlement may only be effected in integral multiples of 20 Corporate Units), shall be deemed to have exercised such Holder’s Put Right with respect to the Notes underlying such Pledged Applicable Ownership Interests in Notes and to have elected to have a portion of the Proceeds of the Put Right set-off against such Holder’s obligation to pay the aggregate Purchase Price for the shares of Common Stock to be issued under the related Purchase Contracts in full satisfaction of such Holders’ Obligations under such Purchase Contracts. Following such set-off, each such Holder’s Obligations, including to pay the Purchase Price for the shares of Common Stock, will be deemed to be satisfied in full, and the Collateral Agent shall cause the Securities Intermediary to release the Notes underlying such Pledged Applicable Interests in Notes from the Collateral Account and shall promptly transfer such Notes to the Company. Thereafter, the Collateral Agent shall promptly remit the remaining portion of the Proceeds of the Holder’s exercise of the Put Right in excess of the aggregate Purchase Price for the shares of Common Stock to be issued under such Purchase Contracts to the Purchase Contract Agent for payment to the Holder of the Corporate Units to which such Applicable Ownership Interests in Notes relate. Upon (x) receipt by the Collateral Agent of a notice from the Purchase Contract Agent in substantially the form of Exhibit N hereto promptly after the receipt by the Purchase Contract Agent of a notice from a Holder of Corporate Units that such

Holder has elected, in accordance with this Section 5.03(b)(iii), to settle the related Purchase Contract with separate cash and (y) payment by such Holder to the Securities Intermediary of the Purchase Price in accordance with the first sentence of this Section 5.03(b)(iii), in lieu of exercise of such Holder’s Put Right, the Securities Intermediary shall give the Purchase Contract Agent notice of the receipt of such payment in substantially the form of Exhibit O hereto and shall (A) promptly invest the separate cash received in Permitted Investments consistent with the instructions of the Company as provided in Section 5.03(a)(v) with respect to Cash Settlement, (B) promptly release from the Pledge the Notes underlying the Applicable Ownership Interest in Notes related to the Corporate Units as to which such Holder has paid such separate cash and (C) promptly Transfer all such Notes to the Purchase Contract Agent for distribution to such Holder, in each case free and clear of the Pledge created hereby, whereupon the Purchase Contract Agent shall Transfer such Notes in accordance with written instructions provided by the Holder thereof or, if no such instructions are given to the Purchase Contract Agent by the Holder, the Purchase Contract Agent shall hold such Notes, and any interest payment thereon, in the name of the Purchase Contract Agent or its nominee in trust for the benefit of such Holder until the expiration of the time period specified in the relevant abandoned property laws of the state where such Notes and interest payments thereon, if any, are held. Upon maturity of the Permitted Investments on the Purchase Contract Settlement Date, the Collateral Agent shall, and is hereby authorized to, (A) instruct the Securities Intermediary to remit to the Company on the Purchase Contract Settlement Date such portion of the proceeds of such Permitted Investments as is equal to the aggregate Purchase Price under all Purchase Contracts in respect of which separate cash has been paid as provided in this Section 5.03(b)(iii) to the Company on the Purchase Contract Settlement Date, and (B) release any amounts in excess of such amount earned from such Permitted Investments to the Purchase Contract Agent for distribution to the Holders who have paid such separate cash pro rata in proportion to the amount paid by such Holders under this Section 5.03(b)(iii).

     (iv) For the avoidance of doubt, nothing in this Section 5.03(b)(iv) shall prevent holders of Separate Notes from exercising their Put Right after a Failed Final Remarketing.

     (v) The Company will pay the Remarketing Fee in connection with any Successful Final Remarketing unless the Company directs the Remarketing Agent(s) to include such fee in the Remarketing Price and the Remarketing Agent(s) is able to remarket the Notes for an amount which includes the Remarketing Fee. In any such case, the Remarketing Agent(s) may deduct the applicable Remarketing Fee from any amount of the proceeds from the Successful Final Remarketing in excess of the

aggregate principal amount of Notes (plus all accrued and unpaid Deferred Interest, including compounded interest thereon) underlying the Pledged Applicable Ownership Interests in Notes and Separate Notes to be remarketed in such Successful Final Remarketing, and the Remarketing Agent(s) shall then remit any remaining portion of such proceeds for the benefit of the Holders. Holders whose Notes underlying the Pledged Applicable Ownership Interests in Notes that are a part of the Successful Final Remarketing will not otherwise be responsible for the payment of any Remarketing Fee.

     (vi) For the avoidance of doubt, during the Final Remarketing Period, the Company may not postpone the Remarketing for any reason.

     (vii) For the avoidance of doubt, the right of each holder of the Notes underlying the aggregate Applicable Ownership Interests in Notes that are components of Corporate Units and the Separate Notes, the holders of which have elected to participate in any Remarketing, to have such Notes remarketed and sold on any Remarketing Date shall be subject to the conditions that (A) (1) the Remarketing Agent(s) conducts an Early Remarketing, or (2) in the case of a Final Remarketing, that no Successful Early Remarketing has occurred, each pursuant to the terms of this Agreement, (B) a Termination Event has not occurred prior to such Remarketing Date, (C) the Remarketing Agent(s) is able to find a purchaser or purchasers for such Notes at the applicable Remarketing Price based on the Reset Rate, and (D) such purchaser or purchasers deliver the purchase price therefor to the Remarketing Agent(s) as and when required.

     (c) The Company will announce any Remarketing on the sixth Business Day immediately preceding the first Remarketing Date of any Early Remarketing Period. For the Final Remarketing Period, the Company will announce the Remarketing on the third Business Day immediately preceding the first Remarketing Date of the Final Remarketing Period. Each such announcement (each, a “ Remarketing Announcement ”) on each such date (each, a “ Remarketing Announcement Date ”) shall specify:

     (i) (A) if the Remarketing Announcement relates to a Remarketing to occur during an Early Remarketing Period, that the Notes may be remarketed on any or all of the sixth, seventh or eighth Business Days following the Remarketing Announcement Date, or (B) if the Remarketing Announcement relates to a Remarketing to occur during the Final Remarketing Period, that the Notes may be remarketed on any or all of the third, fourth or fifth Business Days following the Remarketing Announcement Date;

     (ii) the “ Reset Effective Date, ” which (A) if the Remarketing Announcement relates to a Remarketing to occur during any Early

Remarketing Period, shall mean the third Business Day following the date of a Successful Remarketing, unless the Remarketing is successful within five Business Days of the next succeeding Interest Payment Date on the Notes in which case such Payment Date will be the Reset Effective Date, or (B) if the Remarketing Announcement relates to a Remarketing to occur during the Final Remarketing Period, shall mean June 15, 2012 if there is a Successful Remarketing;

     (iii) that the Reset Rate, Interest Payment Dates for the Notes, maturity date of the Notes, optional redemption terms applicable to the Notes, if any, and any modifications to the Events of Default for the Notes (as defined in the Supplemental Indenture), if any, will be established on the date of the Successful Remarketing and effective on and after the Reset Effective Date and that, upon a Successful Remarketing, the ranking of the Notes will change such that the Notes will rank equally with all of the Company’s existing and future unsecured and unsubordinated obligations and the interest deferral provisions of the Notes will be removed.

     (iv) (A) if the Remarketing Announcement relates to a Remarketing to occur during the Early Remarketing Period, that the Reset Rate will equal the Coupon Rate that will enable the Notes to be remarketed at a price equal to the sum of the Remarketing Treasury Portfolio Purchase Price and the Separate Notes Purchase Price and, at the Company’s option, the applicable Remarketing Fee, or (B) if the Remarketing Announcement relates to a Remarketing to occur during the Final Remarketing Period, that the Reset Rate will equal the Coupon Rate that will enable the Notes to be remarketed at a price equal to 100% of their aggregate principal amount, plus all accrued and unpaid Deferred Interest (including compounded interest thereon), if any, on the Notes being remarketed, plus, at the Company’s option, the applicable Remarketing Fee; and

     (v) the range of possible Remarketing Fees.

     The Company will cause each Remarketing Announcement to be published on the Remarketing Announcement Date by making a timely release to any appropriate news agency, including Bloomberg Business News and the Dow Jones News Service. In addition, the Company will request, not later than 10 Business Days prior to each Remarketing Announcement Date, that the Depositary notify its participants holding Notes, Corporate Units and Treasury Units of the Remarketing. If required, the Company will use its commercially reasonable efforts to ensure that a Registration Statement with respect to the full principal amount of the Notes to be remarketed is effective such that the Remarketing Agent(s) may rely on it in connection with the Remarketing process. If a Successful Remarketing occurs on a Remarketing Date, the Company will request the Depositary to notify its participants holding Notes of the Reset Rate,

interest payment dates, maturity date, ranking, optional redemption terms established, if any, and any modifications to the Events of Default for the Notes (as defined in the Supplemental Indenture), if any, for the Notes during the Remarketing on the Business Day following the date of the Successful Remarketing. If there is a Failed Remarketing, the Company will cause a notice of the unsuccessful Remarketing to be published on the Business Day following the Applicable Remarketing Period (which notice, in the event of a Failed Final Remarketing, shall be published not later than 9:00 a.m., New York City time, and shall include the procedures that must be followed if a Holder of Notes wishes to exercise its Put Right), in each case, by making a timely release to any appropriate news agency, including Bloomberg Business News and the Dow Jones News Service.

     (d) Prior to 4:00 p.m. (New York City time) on the second Business Day immediately preceding the first day of the Applicable Remarketing Period, but no earlier than the fifth Business Day immediately preceding such date, holders of Separate Notes may elect to have their Separate Notes remarketed in all Remarketings to occur in the Applicable Remarketing Period under the Remarketing Agreement by delivering their Separate Notes, along with a notice of such election, substantially in the form of Exhibit K attached hereto, to the Custodial Agent. After such time, such election shall become an irrevocable election to have such Separate Notes remarketed in all Remarketings to occur in the Applicable Remarketing Period. The Custodial Agent shall hold the Separate Notes in an account separate from the Collateral Account in which the Notes underlying the Pledged Applicable Ownership Interests in Notes shall be held. Holders of Separate Notes electing to have their Separate Notes remarketed will also have the right to withdraw that election by written notice to the Custodial Agent, substantially in the form of Exhibit L hereto, on or prior to 4:00 p.m. (New York City time) on the second Business Day immediately preceding the first day of the Early Remarketing Period, and following such notice the Custodial Agent shall return such Separate Notes to such holder.

     (e) The Company agrees to use its commercially reasonable efforts to ensure that, if required by applicable law, a registration statement, including a prospectus, under the Securities Act with regard to the full amount of the Notes to be remarketed in each Remarketing in each case in a form that may be used by the Remarketing Agent(s) in connection with such Remarketing shall be effective with the Securities and Exchange Commission.

     (f) In the case of a Treasury Unit or a Corporate Unit (if Applicable Ownership Interests in the Treasury Portfolio have replaced the Applicable Ownership Interests in Notes as a component of such Corporate Unit), if the Pledged Treasury Securities or the appropriate Pledged Applicable Ownership Interests in the Treasury Portfolio held by the Securities Intermediary mature during the period from, and including, the fifth Business Day immediately preceding the Purchase Contract Settlement Date to, and including, the Business Day immediately preceding the Purchase Contract Settlement Date, the principal

amount of the Treasury Securities or the appropriate Pledged Applicable Ownership Interests in the Treasury Portfolio received by the Securities Intermediary shall be invested promptly in Permitted Investments of the type described in clause (6) of the definition of Permitted Investments, which have been designated by the Company in writing from time to time in a standing instruction to the Securities Intermediary which shall be effective until revoked or superseded. On the Purchase Contract Settlement Date, an amount equal to the Purchase Price, less the amount of any deferred Contract Adjustment Payments (including Compounded Contract Adjustment Payments thereon) payable to such Holders, for all related Purchase Contracts shall be remitted to the Company as payment of such Holder’s Obligations under such Purchase Contracts without receiving any instructions from the Holder. In the event the sum of the Proceeds from either the related Pledged Treasury Securities or the related Pledged Applicable Ownership Interests in the Treasury Portfolio and the Proceeds from such Permitted Investments is in excess of the aggregate Purchase Price, less the amount of any deferred Contract Adjustment Payments (including Compounded Contract Adjustment Payments thereon) payable to such Holders, the Collateral Agent shall cause the Securities Intermediary to distribute such excess, when received by the Securities Intermediary, to the Purchase Contract Agent for the benefit of the Holder of the related Treasury Units or Corporate Units, as applicable.

     (g) The obligations of the Holders to pay the Purchase Price are non-recourse obligations and, except to the extent satisfied by Early Settlement, Fundamental Change Early Settlement or Cash Settlement or terminated upon a Termination Event, are payable solely out of the proceeds of any Collateral pledged to secure the obligations of the Holders, and in no event will Holders be liable for any deficiency between the proceeds of the disposition of Collateral and the Purchase Price.

     Section 5.04 . Issuance of Shares of Common Stock. Unless a Termination Event, an Early Settlement or a Fundamental Change Early Settlement shall have occurred, subject to Section 5.05(b), on the Purchase Contract Settlement Date upon receipt of the aggregate Purchase Price payable on all Outstanding Units in accordance with Section 5.03 above, the Company shall issue and deposit with the Purchase Contract Agent, for the benefit of the Holders of the Outstanding Units, one or more certificates representing newly issued shares of Common Stock registered in the name of the Purchase Contract Agent (or its nominee) as custodian for the Holders (such certificates for shares of Common Stock, together with any dividends or distributions for which a record date and payment date for such dividend or distribution has occurred after the Purchase Contract Settlement Date, being hereinafter referred to as the “ Purchase Contract Settlement Fund ”) to which the Holders are entitled hereunder.

     Subject to the foregoing, upon surrender of a Certificate to the Purchase Contract Agent on or after the Purchase Contract Settlement Date, Early Settlement Date or Fundamental Change Early Settlement Date, as the case may

be, together with settlement instructions thereon duly completed and executed, the Holder of such Certificate shall be entitled to receive forthwith in exchange therefor a certificate representing that number of newly issued whole shares of Common Stock which such Holder is entitled to receive pursuant to the provisions of this Article 5 (after taking into account all Units then held by such Holder), together with cash in lieu of fractional shares as provided in Section 5.09 and any dividends or distributions with respect to such shares constituting part of the Purchase Contract Settlement Fund, but without any interest thereon, and the Certificate so surrendered shall forthwith be cancelled. Such shares shall be registered in the name of the Holder or the Holder’s designee as specified in the settlement instructions provided by the Holder to the Purchase Contract Agent. If any shares of Common Stock issued in respect of a Purchase Contract are to be registered in the name of a Person other than the Person in whose name the Certificate evidencing such Purchase Contract is registered (but excluding any Depositary or nominee thereof), no such registration shall be made unless and until the Person requesting such registration has paid any transfer and other taxes (including any applicable stamp taxes) required by reason of such registration in a name other than that of the registered Holder of the Certificate evidencing such Purchase Contract or has established to the satisfaction of the Company that such tax either has been paid or is not payable.

     Section 5.05 . Adjustment of each Fixed Settlement Rate. (a) Each Fixed Settlement Rate shall be adjusted (without duplication) if certain events occur:

     (i) In the event of an issuance of Common Stock as a dividend or other distribution to all holders of the Common Stock or as a result of a subdivision or combination of the Common Stock, each Fixed Settlement Rate in effect at the opening of business on the record date for such dividend or other distribution shall be adjusted based on the following formula:

SR ₁ =SR ₀ X (OS ₁ / OS ₀ )

where,

Such adjustment shall become effective immediately after the close of business on the record date for such dividend or distribution, or immediately after the open of business on the effective date for such subdivision or combination. If any dividend or distribution of the type described in this Section 5.05(a)(i) is declared but not so paid or made, or the outstanding shares of Common Stock are not subdivided or combined, as the case may be, the Fixed Settlement Rates shall be immediately readjusted, effective as of the date the Board of Directors determines not to pay such dividend or distribution, or subdivided or combine the outstanding shares of Common Stock, as the case may be, to the Fixed Settlement Rates that would then be in effect if such dividend, distribution, subdivision or combination had not been declared or announced.

          (ii) In the event of an issuance to all holders of the Common Stock rights, options or warrants (other than pursuant to any dividend reinvestment or share purchase plans) entitling them to subscribe for or purchase shares of Common Stock for a period expiring 45 days or less from the date of issuance of such rights, options or warrants at a price per share of Common Stock less than the Current Market Price on the record date for such issuance, each Fixed Settlement Rate shall be increased based on the following formula:

SR ₁ = SR ₀ X (OS ₀ +X) / (OS ₀ +Y)

where,

Such adjustment shall be successively made whenever any such rights, options or warrants are distributed and shall become effective immediately after the close of business on the record date for such dividend or distribution. The Company shall not issue any such rights, options or warrants in respect of shares of the Common Stock held in treasury by the Company. To the extent that shares of the Common Stock are not delivered after the expiration of such rights, options or warrants, the Fixed Settlement Rates shall be readjusted to the Fixed Settlement Rates that would then be in effect had the adjustments made upon the issuance of such rights, options or warrants been made on the basis of delivery of only the number of shares of Common Stock actually delivered. If such rights, options or warrants are not so issued, the Fixed Settlement Rates shall again be adjusted to be the Fixed Settlement Rates that would then be in effect if such record date for such dividend or distribution had not occurred.

     In determining whether any rights, options or warrants entitle the holders to subscribe for or purchase shares of the Common Stock at less than the average of the Closing Price of the Common Stock over each of the ten (10) Trading Days immediately preceding, but excluding, the announcement of the relevant issuance of rights, options or warrants, there shall be taken into account any consideration received by the Company for such rights, options or warrants and any amount payable on exercise or conversion thereof, the value of such consideration, if other than cash, to be determined by the Board of Directors. In no event shall the Fixed Settlement Rates be decreased pursuant to this Section 5.05(a)(ii).

     (iii) (1) In the event of a dividend or distribution to all holders of Common Stock of shares of Company’s capital stock (other than Common Stock), rights to acquire the Company’s capital stock or evidences of its indebtedness or the Company’s assets (excluding any dividend, distribution or issuance referred to in paragraph (a)(i) of this Section 5.05, any rights, options, warrants or other securities referred to in paragraph (a)(ii) of this Section 5.05, any dividend or distribution paid exclusively in cash referred to in paragraph (a)(iv) of this Section 5.05, and any dividend, shares of capital stock of any class or series, or similar equity interests, of or relating to a subsidiary or other business unit in the case of a Spin-Off referred to in the next subparagraph), each Fixed Settlement Rate shall be increased based on the following formula:

SR ₁ = SR ₀ x SP ₀ / (SP ₀ - FMV)

where,

Such adjustment shall become effective immediately after to the close of business on the record date for such distribution; provided that if “FMV” as set forth above is equal to or greater than “SP ₀ ” as set forth above, in lieu of the foregoing adjustment, adequate provision shall be made so that each Holder of Units shall receive on the date on which such shares of the Company’s capital stock, rights to acquire the Company’s capital stock, evidences of its indebtedness or the Company’s assets are distributed to holders of Common Stock, for each $50 Stated Amount of Units, the amount of such securities or assets such Holder of Units would have received had such Holder owned a number of shares of Common Stock equal to the Maximum Settlement Rate on the record date for such distribution. If such distribution is not so paid or made, the Fixed Settlement Rates shall again be adjusted to be the Fixed Settlement Rates that would then be in effect if such distribution had not been declared. If the Board of Directors determines “FMV” for purposes of this Section 5.05(a)(iii) by reference to the actual or when issued trading market for any securities, it must in doing so consider the prices in such market over the same period used in computing the Current Market Price.

     (2) In the case of a Spin-Off, each Fixed Settlement Rate will be increased based upon the following formula:

SR ₁ =SR ₀ x (FMV ₀ + MP ₀ ) / MP ₀

where,

     The adjustment to each Fixed Settlement Rate under this subparagraph will occur on the last day of the Valuation Period; provided that if a Holder of Units elects to early settle the Purchase Contracts, or the Purchase Contract Settlement Date occurs, in either case, during the Valuation Period, references with respect to 10 Trading Days shall be deemed replaced with such lesser number of Trading Days as have elapsed between the ex-dividend date of such Spin-Off and the date on which such holder elected its Early Settlement right, or the Business Day immediately preceding the