Exhibit
4.19


 




 





 


AMEREN CORPORATION


 


 


AND


 












 


as Purchase Contract
Agent

and Trustee


 


 












 


 


PURCHASE CONTRACT
AGREEMENT


 


 












 


 


DATED AS OF
                              


 




 





 

















 


TIE SHEET


 


	
  Section of

  Trust Indenture Act

  of 1939, as amended

  	
   

  	
  Section of

  Purchase Contract

  Agreement

  	 

	
   

  	
   

  	
   

  	 

	
   

  	
   

  	
   

  	 

	
  310(a)

  	
   

  	
  7.8

  
	
  310(b)

  	
   

  	
  7.9(d) and (g), 11.8

  
	
  310(c)

  	
   

  	
  Inapplicable

  
	
  311(a)

  	
   

  	
  11.2(b)

  
	
  311(b)

  	
   

  	
  11.2(b)

  
	
  311(c)

  	
   

  	
  Inapplicable

  
	
  312(a)

  	
   

  	
  11.2(a)

  
	
  312(b)

  	
   

  	
  11.2(b)

  
	
  313

  	
   

  	
  11.3

  
	
  314(a)

  	
   

  	
  11.4

  
	
  314(b)

  	
   

  	
  Inapplicable

  
	
  314(c)

  	
   

  	
  11.5

  
	
  314(d)

  	
   

  	
  Inapplicable

  
	
  314(e)

  	
   

  	
  1.2

  
	
  314(f)

  	
   

  	
  11.1

  
	
  315(a)

  	
   

  	
  7.1(a)

  
	
  315(b)

  	
   

  	
  7.2

  
	
  315(c)

  	
   

  	
  7.1(h)

  
	
  315(d)(1)

  	
   

  	
  7.1(a) and (b)

  
	
  315(d)(2)

  	
   

  	
  7.1(b)

  
	
  315(d)(3)

  	
   

  	
  11.9

  
	
  316(a)(1)(A)

  	
   

  	
  11.9

  
	
  316(a)(1)(B)

  	
   

  	
  11.6

  
	
  316(b)

  	
   

  	
  6.1

  
	
  316(c)

  	
   

  	
  11.2

  
	
  317(a)

  	
   

  	
  Inapplicable

  
	
  317(b)

  	
   

  	
  Inapplicable

  
	
  318(a)

  	
   

  	
  11.1(b)

  



 












*      This Cross-Reference Table
does not constitute part of the Purchase Contract Agreement and shall not
affect the interpretation of any of its terms or provisions.


 

















 


TABLE OF
CONTENTS


 


 


	
   

  	
  Page

  
	
   

  	
   

  
	
  ARTICLE
  I. Definitions and Other Provisions of General Application

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 1.1

  	
  Definitions

  	
  1

  
	
  SECTION
  1.2

  	
  Compliance
  Certificates and Opinions

  	
  13

  
	
  SECTION
  1.3

  	
  Form
  of Documents Delivered to Agent

  	
  13

  
	
  SECTION 1.4

  	
  Acts of
  Holders; Record Dates

  	
  14

  
	
  SECTION 1.5

  	
  Notices

  	
  15

  
	
  SECTION 1.6

  	
  Notice to
  Holders; Waiver

  	
  16

  
	
  SECTION
  1.7

  	
  Effect
  of Headings and Table of Contents

  	
  16

  
	
  SECTION 1.8

  	
  Successors and
  Assigns

  	
  16

  
	
  SECTION 1.9

  	
  Separability Clause

  	
  17

  
	
  SECTION 1.10

  	
  Benefits of
  Agreement

  	
  17

  
	
  SECTION 1.11

  	
  Governing Law

  	
  17

  
	
  SECTION 1.12

  	
  Legal Holidays

  	
  17

  
	
  SECTION 1.13

  	
  Counterparts

  	
  17

  
	
  SECTION 1.14

  	
  Inspection of
  Agreement

  	
  18

  
	
   

  	
   

  	
   

  
	
  ARTICLE II. Certificate
  Forms

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION
  2.1

  	
  Forms of
  Certificates Generally

  	
  18

  
	
  SECTION
  2.2

  	
  Form
  of Agent’s Certificate of Authentication

  	
  19

  
	
   

  	
   

  	
   

  
	
  ARTICLE
  III. The Units

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 3.1

  	
  Title and
  Terms; Denominations

  	
  19

  
	
  SECTION
  3.2

  	
  Rights
  and Obligations Evidenced by the Certificates

  	
  19

  
	
  SECTION 3.3

  	
  Execution, Authentication, Delivery and
  Dating

  	
  20

  
	
  SECTION 3.4

  	
  Temporary
  Certificates

  	
  21

  
	
  SECTION
  3.5

  	
  Registration;
  Registration of Transfer and Exchange

  	
  21

  
	
  SECTION 3.6

  	
  Book-Entry Interests

  	
  23

  
	
  SECTION 3.7

  	
  Notices to Holders

  	
  23

  
	
  SECTION
  3.8

  	
  Appointment
  of Successor Clearing Agency

  	
  23

  
	
  SECTION 3.9

  	
  Definitive
  Certificates

  	
  24

  
	
  SECTION 3.10

  	
  Mutilated, Destroyed, Lost and Stolen
  Certificates

  	
  24

  
	
  SECTION 3.11

  	
  Persons Deemed
  Owners

  	
  25

  
	
  SECTION 3.12

  	
  Cancellation

  	
  25

  
	
  SECTION
  3.13

  	
  Establishment
  of Stripped Units

  	
  26

  
	
  SECTION
  3.14

  	
  Re-establishment
  of Normal Units

  	
  28

  
	
  SECTION
  3.15

  	
  Transfer
  of Collateral Upon Occurrence of Termination Event

  	
  29

  
	
  SECTION 3.16

  	
  No Consent to
  Assumption

  	
  29

  
				



 


i

















 


	
  ARTICLE
  IV. The Notes

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION
  4.1

  	
  Payment
  of Interest; Rights to Interest Payments Preserved; Notice

  	
  29

  
	
  SECTION 4.2

  	
  Notice and Voting

  	
  30

  
	
  SECTION 4.3

  	
  Tax Event Redemption

  	
  31

  
	
  SECTION
  4.4

  	
  Consent
  to Treatment for Tax Purposes

  	
  31

  
	
   

  	
   

  	
   

  
	
  ARTICLE
  V. The Purchase Contracts; the Remarketing

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION
  5.1

  	
  Purchase
  of Shares of Common Stock

  	
  32

  
	
  SECTION 5.2

  	
  Contract
  Adjustment Payments

  	
  33

  
	
  SECTION
  5.3

  	
  Deferral
  of Contract Adjustment Payments

  	
  34

  
	
  SECTION
  5.4

  	
  Payment
  of Purchase Price; Remarketing

  	
  36

  
	
  SECTION
  5.5

  	
  Issuance
  of Shares of Common Stock.

  	
  40

  
	
  SECTION 5.6

  	
  Adjustment
  of Settlement Rate

  	
  41

  
	
  SECTION
  5.7

  	
  Notice
  of Adjustments and Certain Other Events

  	
  47

  
	
  SECTION 5.8

  	
  Termination
  Event; Notice

  	
  47

  
	
  SECTION 5.9

  	
  Early Settlement

  	
  48

  
	
  SECTION
  5.10

  	
  Early
  Settlement upon Cash Merger

  	
  50

  
	
  SECTION 5.11

  	
  Charges and Taxes

  	
  50

  
	
  SECTION 5.12

  	
  No Fractional Shares

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE
  VI. Remedies

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 6.1

  	
  Unconditional Right of Holders to Receive
  Purchase Contract Adjustment Payments and Purchase Common Stock

  	
  51

  
	
  SECTION 6.2

  	
  Restoration of Rights and Remedies

  	
  51

  
	
  SECTION 6.3

  	
  Rights and Remedies Cumulative

  	
  51

  
	
  SECTION 6.4

  	
  Delay or Omission Not Waiver

  	
  51

  
	
  SECTION 6.5

  	
  Undertaking for Costs

  	
  52

  
	
  SECTION 6.6

  	
  Waiver of Stay or Extension Laws

  	
  52

  
	
   

  	
   

  	
   

  
	
  ARTICLE VII. The Agent

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 7.1

  	
  Certain Duties and Responsibilities

  	
  52

  
	
  SECTION 7.2

  	
  Notice of Default

  	
  53

  
	
  SECTION 7.3

  	
  Certain Rights of Agent

  	
  54

  
	
  SECTION 7.4

  	
  Not Responsible for Recitals, Etc.

  	
  55

  
	
  SECTION 7.5

  	
  May Hold Units and Other Dealings

  	
  55

  
	
  SECTION 7.6

  	
  Money Held In Custody

  	
  55

  
	
  SECTION 7.7

  	
  Compensation and Reimbursement

  	
  55

  
	
  SECTION 7.8

  	
  Corporate Agent Required; Eligibility

  	
  56

  
	
  SECTION 7.9

  	
  Resignation and Removal; Appointment of
  Successor

  	
  56

  
	
  SECTION 7.10

  	
  Acceptance of Appointment by Successor

  	
  58

  
	
  SECTION 7.11

  	
  Merger, Conversion, Consolidation or
  Succession to Business

  	
  58

  
	
  SECTION 7.12

  	
  Preservation of Information;
  Communications to Holders

  	
  58

  



 


ii

















 


	
  SECTION 7.13

  	
  No Obligations of Agent

  	
  59

  
	
  SECTION 7.14

  	
  Tax Compliance

  	
  59

  
	
   

  	
   

  	
   

  
	
  ARTICLE VIII. Supplemental Agreements

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 8.1

  	
  Supplemental Agreements without Consent of
  Holders

  	
  59

  
	
  SECTION 8.2

  	
  Supplemental Agreements with Consent of
  Holders

  	
  60

  
	
  SECTION 8.3

  	
  Execution of Supplemental Agreements

  	
  61

  
	
  SECTION 8.4

  	
  Effect of Supplemental Agreements

  	
  61

  
	
  SECTION 8.5

  	
  Reference to Supplemental Agreements

  	
  61

  
	
   

  	
   

  	
   

  
	
  ARTICLE IX. Consolidation, Merger, Sale or
  Conveyance

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 9.1

  	
  Covenant Not to Merge, Consolidate, Sell or
  Convey Property Except Under Certain Conditions

  	
  61

  
	
  SECTION 9.2

  	
  Rights and Duties of Successor Entity

  	
  62

  
	
  SECTION 9.3

  	
  Opinion of Counsel Given to Agent

  	
  62

  
	
   

  	
   

  	
   

  
	
  ARTICLE X. Covenants

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 10.1

  	
  Performance Under Purchase Contracts

  	
  63

  
	
  SECTION 10.2

  	
  Maintenance of Office or Agency

  	
  63

  
	
  SECTION 10.3

  	
  Company to Reserve Common Stock

  	
  63

  
	
  SECTION 10.4

  	
  Covenants as to Common Stock

  	
  63

  
	
   

  	
   

  	
   

  
	
  ARTICLE XI. Trust Indenture Act

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 11.1

  	
  Trust Indenture Act; Application

  	
  64

  
	
  SECTION 11.2

  	
  Lists of Holders of Securities

  	
  64

  
	
  SECTION 11.3

  	
  Reports by the Agent

  	
  64

  
	
  SECTION 11.4

  	
  Periodic Reports to Agent

  	
  64

  
	
  SECTION 11.5

  	
  Evidence of Compliance with Conditions
  Precedent

  	
  64

  
	
  SECTION 11.6

  	
  Defaults; Waiver

  	
  65

  
	
  SECTION 11.7

  	
  Agent’s Knowledge of Defaults

  	
  65

  
	
  SECTION 11.8

  	
  Conflicting Interests

  	
  65

  
	
  SECTION 11.9

  	
  Direction of Agent

  	
  65

  
	
   

  	
   

  	
   

  



 


	
  EXHIBIT
  A

  	
  Form
  of Normal Units Certificate

  	
   

  
	
  EXHIBIT
  B

  	
  Form
  of Stripped Units Certificate

  	
   

  
	
  EXHIBIT
  C

  	
  Instruction
  from Purchase Contract Agent to Collateral Agent

  	
   

  
	
  EXHIBIT
  D

  	
  Instruction
  to Purchase Contract Agent

  	
   

  
	
  EXHIBIT
  E

  	
  Notice
  to Settle by Separate Cash

  	
   

  



 


iii

















 


PURCHASE
CONTRACT AGREEMENT, dated as of
                      ,
between Ameren Corporation, a Missouri corporation (the “Company”), and
                      ,
a banking corporation of the State of
                      ,
acting as purchase contract agent, attorney-in-fact and trustee for the Holders
of Units from time to time (in any one or more of such capacities, the
“Agent”).


 


RECITALS


 


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


 


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


 


WITNESSETH:


 


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


 


ARTICLE I.



Definitions and Other Provisions

of General Application


 


SECTION
1.1       Definitions.


 


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


 


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


 


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


 


(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 or other subdivision;


 


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


 


“Affiliate”
has the same meaning as given to that term in Rule 405 of the
Securities Act or any successor rule thereunder.


 

















 


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


 


“Agent-purchased
Treasury Consideration” has the meaning specified in
Section 5.4(b)(i).


 


“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 specified in
Section 5.1(c).


 


“Applicable
Ownership Interest” means, with respect to a Normal Unit and
the U.S. Treasury securities in the Treasury Portfolio, (A) a [1/40], or
[2.5]%%, undivided beneficial ownership interest in a $1,000 principal or
interest amount of a principal or interest strip in a U.S. Treasury security
included in such Treasury Portfolio which matures on or prior to
                      
and (B) for the scheduled interest Payment Date on the Notes that occurs
on the Stock Purchase Date, in the case of a successful remarketing pursuant to
the provisions of Section 5.4, or for each scheduled interest Payment Date
on the Notes that occurs after the Tax Event Redemption Date and on or before
the Stock Purchase Date, in the case of a Tax Event Redemption, a [2.5]%.%
undivided beneficial ownership interest in a $1,000 principal or interest of a
principal or interest strip in a U.S. Treasury security included in the
Treasury Portfolio that matures on or prior to that interest Payment Date or
Dates.


 


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


 


“Authorized
Officer” means the Chairman of the Board, the President, any
Vice President, the Treasurer, any Assistant Treasurer, or any other officer or
agent of the Company duly authorized by the Board of Directors to act in
respect of matters relating to this Agreement.


 


“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 Clearing Agency or on the books of a Person maintaining an account
with such Clearing Agency (directly as a Clearing Agency Participant or as an
indirect participant, in each case in accordance with the rules of such
Clearing Agency).


 


“Board
of Directors” means the Board of Directors of the Company or
the Executive Committee of such Board or any other duly authorized committee of
such Board.


 


“Board
Resolution” means (i) a copy of a resolution certified
by the Secretary or the 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, (ii) a copy of a unanimous written consent of
the Board of Directors or (iii) a certificate signed by the authorized
officer or officers


 


2

















 


to whom the Board of Directors has delegated its authority, and in each
case, delivered to the Agent.


 


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


 


“Business
Day” means any day that is not a Saturday, Sunday or day on
which banking institutions and trust companies in the State of New York or at
any other place of payment are authorized or required by law, regulation or
executive order to close.


 


“Capital
Stock” means any and all shares, interests, rights to
purchase, warrants, options, participations or other equivalents of or
interests in (however designated, whether voting or non-voting) corporate stock
or similar interests in other types of entities.


 


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


 


“Cash
Settlement” has the meaning set forth in Section 5.4(a).


 


“Certificate”
means a Normal Units Certificate or a Stripped Units Certificate.


 


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


 


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


 


“Closing
Price” has the meaning specified in Section 5.1(c).


 


“Collateral”
has the meaning specified in Section 2.1(a)(iii) of the Pledge Agreement.


 


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


 


“Collateral
Substitution” has the meaning specified in
Section 3.13(a).


 


“Common
Stock” means the common stock, par value $0.01 per share, of
the Company including, where applicable, the preferred share purchase rights
attached thereto.


 


“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
provisions of this Agreement, and thereafter “Company” shall mean such
successor.


 


3

















 


“Company
Certificate” means a certificate signed by an Authorized
Officer and delivered to the Agent.


 


“Constituent
Person” has the meaning specified in Section 5.6(b).


 


“Contract
Adjustment Payments” means, in the case of Normal Units and
Stripped Units, the amount payable by the Company in respect of each Purchase
Contract constituting a part of such Unit, which amount shall be equal to
    % per year of the Stated Amount, in each case computed
(i) for any full quarterly period on the basis of a 360-day year of twelve
30-day months and (ii) for any period shorter than a full quarterly
period, on the basis of a 30-day month, and for periods of less than a month,
on the basis of the actual number of days elapsed per 30-day month, plus any
Deferred Contract Adjustment Payments accrued pursuant to Section 5.3.


 


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


 


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


 


“Current
Market Price” has the meaning specified in
Section 5.6(a)(8).


 


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


 


“Default”
means a default by the Company in any of its obligations under this Agreement.


 


“Deferred
Contract Adjustment Payments” has the meaning specified in
Section 5.3(a).


 


“Depositary”
means, initially, DTC until another Clearing Agency becomes its successor.


 


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


 


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


 


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


 


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


 


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


 


4

















 


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


 


“Expiration
Date” has the meaning specified in Section 1.4(f).


 


“Expiration
Time” has the meaning specified in Section 5.6(a)(6).


 


“Failed
Remarketing” has the meaning specified in
Section 5.4(b)(ii).


 


“Fair
Market Value” with respect to securities distributed in a
Spin-Off means (a) in the case of any Spin-Off that is effected
simultaneously with an Initial Public Offering of such securities, the initial
public offering price of those securities, and (b) in the case of any
other Spin-Off, (i) the average of the Sale Price of those securities over
the first ten Trading Days after the effective date of such Spin-Off or
(ii) if the Sale Price is required to be defined without regard to the
price on any Trading Days, the Sale Price as of the effective date of such
Spin-Off.


 


“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 the Person in whose name the Unit evidenced by a Normal Units Certificate
and/or a Stripped Units Certificate is registered in the related Normal Units
Register and/or the Stripped Units Register, as the case may be.


 


“Indenture”
means the Indenture, dated as of
                      ,
between the Company and the Indenture Trustee pursuant to which the Notes are
to be issued, as originally executed and delivered and as it may from time to
time be supplemented or amended by one or more indentures supplemental thereto
entered into pursuant to the applicable provisions thereof and shall include
the terms of a particular series established as contemplated by
Section 2.05(c) thereof.


 


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


 


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


 


“Issuer
Order” or “Issuer Request”
means a written order or request signed in the name of the Company by an
Authorized Officer and delivered to the Agent.


 


“Last
Failed Remarketing” has the meaning specified in
Section 5.4(b)(ii).


 


“Merger
Early Settlement” has the meaning specified in
Section 5.10(a).


 


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


 


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


 


5

















 


“Non-electing
Share” has the meaning specified in Section 5.6(b).


 


“Normal
Unit” means the collective rights and obligations of a Holder
of a Normal Units Certificate in respect of a Note or the appropriate Treasury
Consideration or Applicable Ownership Interest in the Treasury Portfolio, as
the case may be, subject in each case to the Pledge thereof, and the related
Purchase Contract.


 


“Normal
Units Certificate” means a certificate evidencing the rights
and obligations of a Holder in respect of the number of Normal Units specified
on such certificate, substantially in the form of Exhibit A hereto.


 


“Normal
Units Register” and “Normal
Units Registrar” have the respective meanings specified in
Section 3.5(a).


 


“Notes”
means the series of debt securities of the Company designated the “Notes due
                      ”,
to be issued under the Indenture.


 


“NYSE”
has the meaning specified in Section 5.1(c).


 


“Opinion
of Counsel” means an opinion in writing signed by legal
counsel, who may be an employee of or counsel to the Company or an Affiliate
and who shall be reasonably acceptable to the Agent.


 


“Opt-out
Treasury Consideration” has meaning specified in
Section 5.4(b)(iv).


 


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


 


(i)            If a Termination Event
has occurred, (A) Stripped Units and (B) Normal Units for which the
related Note or the appropriate Treasury Consideration or Applicable Ownership
Interest in the Treasury Portfolio, as the case may be, has been theretofore
deposited with the Agent in trust for the Holders of such Normal Units;


 


(ii)           Normal Units and
Stripped Units evidenced by Certificates theretofore cancelled by the Agent or
delivered to the Agent for cancellation or deemed cancelled pursuant to the
provisions of this Agreement; and


 


(iii)          Normal Units and
Stripped 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 Agent proof
satisfactory to it that such Certificate is held by a bona fide purchaser in
whose hands the Normal Units or Stripped 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 Normal Units or Stripped Units have given any request,
demand, authorization, direction, notice, consent or waiver hereunder, Normal
Units or Stripped Units owned by the Company or any


 


6

















 


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


 


“Payment
Date” means each
               ,
               ,
                
and
                 ,
commencing
                      .


 


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


 


“Pledge”
means the pledge under the Pledge Agreement of the Notes, the Treasury
Securities or the appropriate Treasury Consideration or Applicable Ownership
Interest in the Treasury Portfolio, in each case constituting a part of the
Units, property, cash, securities, financial assets and security entitlements
of the Collateral Account (as defined in the Pledge Agreement) and any Proceeds
(as defined in the Pledge Agreement) of any of the foregoing.


 


“Pledge
Agreement” means the Pledge Agreement, dated as of the date
hereof, by and among the Company, the Collateral Agent, the Custodial Agent,
the Securities Intermediary and the Agent, on its own behalf and as
attorney-in-fact for the Holders from time to time of the Units.


 


“Pledged
Applicable Ownership Interest in the Treasury Portfolio” has
the meaning set forth in Section 2.1(c) of the Pledge Agreement.


 


“Pledged
Notes” has the meaning set forth in Section 2.1(c) of
the Pledge Agreement.


 


“Pledged
Treasury Consideration” has the meaning set forth in
Section 2.1(c) of the Pledge Agreement.


 


“Pledged
Treasury Securities” has the meaning set forth in
Section 2.1(c) of the Pledge Agreement.


 


“Predecessor
Certificate” means a Predecessor Normal Units Certificate or
a Predecessor Stripped Units Certificate.


 


“Predecessor
Normal Units Certificate” of any particular Normal Units
Certificate means every previous Normal Units Certificate evidencing all or a
portion of the rights and obligations of the Company and the Holder under the
Normal Units evidenced thereby; and, for the purposes of this definition, any
Normal Units Certificate authenticated and delivered under Section 3.10 in
exchange for or in lieu of a mutilated, destroyed, lost or stolen Normal Units


 


7

















 


Certificate shall be deemed to evidence the same rights and obligations
of the Company and the Holder as the mutilated, destroyed, lost or stolen
Normal Units Certificate.


 


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


 


“Purchase
Contract,” when used with respect to any Unit, means the
contract forming a part of such Unit and obligating the Company to sell and the
Holder of such Unit to purchase Common Stock on the terms and subject to the
conditions set forth in Article V.


 


“Purchase
Contract Settlement Fund” has the meaning specified in
Section 5.5.


 


“Purchase
Price” has the meaning specified in Section 5.1(a).


 


“Purchased
Shares” has the meaning specified in Section 5.6(a)(6).


 


“Quotation
Agent” means each of
                      
and
                      
or any of their respective successors or any other primary U.S. government
securities dealer in New York City selected by the Company.


 


“Record
Date” for the payment of distributions payable on any Payment
Date means, as to any Global Certificate, the Business Day next preceding such
Payment Date, and as to any other Certificate, the
               
calendar day preceding such Payment Date.


 


“Redemption
Amount” means, for each Note, the product of (i) the
principal amount of such Note and (ii) a fraction whose numerator is the
applicable Treasury Portfolio Purchase Price and whose denominator is the
applicable Tax Event Redemption Principal Amount.


 


“Redemption
Price” means the amount per Note equal to the Redemption
Amount plus any accrued and unpaid interest on such Note to the date of
redemption.


 


“Register”
means the Normal Units Register and the Stripped Units Register, as applicable.


 


“Registrar”
means the Normal Units Registrar and the Stripped Units Registrar, as
applicable.


 


“Remarketing
Agent” has the meaning specified in Section 5.4(b)(i).


 


“Remarketing
Agreement” means the Remarketing Agreement dated as of
                      ,
by and among the Company, the Remarketing Agent and the Agent.


 


“Remarketing
Date” means the third business day preceding
                      .


 


8

















 


“Remarketing
Fee” has the meaning specified in Section 5.4(b)(i).


 


“Remarketing
Period” means either (i) the three Business Day period
beginning on the Remarketing Date and ending after the two immediately
following Business Days; (ii) the three Business Day period immediately
preceding                       ;
or (iii) the third Business Day immediately preceding
                      .


 


“Remarketing
Rate” means the percentage rate per year at which each Note
will bear interest after a successful remarketing of the Notes pursuant to the
provisions of Section 5.4.


 


“Remarketing
Value” means the sum of


 


(i)            the value at the
Remarketing Date or any Subsequent Remarketing Date, as the case may be, of
U.S. Treasury securities that will pay, on or prior to the Stock Purchase Date,
an amount of cash equal to the aggregate interest payments that are scheduled to
be payable on that date on the Notes which are included in Normal Units and are
participating in the remarketing, assuming for that purpose, even if not true,
that the interest rate on the Notes is equal to the Coupon Rate, and


 


(ii)           the value at the Remarketing
Date or any Subsequent Remarketing Date, as the case may be, of U.S. Treasury
securities that will pay, on or prior to the Stock Purchase Date, an amount of
cash equal to the Stated Amount of such Notes that are included in Normal Units
and which are participating in the remarketing,


 


provided that for purposes of clauses (i) and (ii) above, the
Remarketing Value shall be calculated on the assumptions that (x) the U.S.
Treasury securities are highly liquid and mature on or within 35 days prior to
the Stock Purchase Date, as determined in good faith by the Remarketing Agent
in a manner intended to minimize the cash value of the U.S. Treasury
securities, and (y) the U.S. Treasury securities are valued based on the
ask-side price of the U.S. Treasury securities at a time between 9:00 a.m.
and 11:00 a.m., New York City time, selected by the Remarketing Agent, on
the Remarketing Date or any Subsequent Remarketing Date, as the case may be, as
determined on a third-day settlement basis by a reasonable and customary means
selected in good faith by the Remarketing Agent, plus accrued interest to that
date.


 


“Reorganization
Event” has the meaning specified in Section 5.6(b).


 


“Responsible
Officer” when used with respect to the Agent, means any
officer within the corporate trust department of the Agent (or any successor of
the Agent), including any Vice President, any assistant Vice President, any
assistant treasurer, any trust officer or any other officer of the Agent who
customarily performs functions similar to those performed by the Persons who at
the time shall be such officers, respectively, or to whom any corporate trust
matter is referred because of such person’s knowledge of and familiarity with
the particular subject.


 


“Sale
Price” of any securities distributed in a Spin-Off on any
Trading Day means the closing sale price per share (or if no closing sale price
is reported, the average of the bid and ask prices or, if more than one in
either case, the average of the average bid and the average asked prices) on
such Trading Day as reported in composite transactions for the principal U.S.


 


9

















 


securities exchange on which such securities are traded or, if such
securities are not listed on a U.S. national or regional securities exchange,
as reported by The Nasdaq Stock Market, or if such securities are not so
reported, the last quoted bid price for such securities in the over-the-counter
market as reported by the National Quotation Bureau or similar organization, or,
if such bid price is not available, the market value of such securities on such
date as determined by a nationally recognized independent investment banking
firm retained by the Company for this purpose.


 


“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
                      ,
                      ,
in its capacity as Securities Intermediary under the Pledge Agreement, together
with its successors in such capacity.


 


“Senior
Indebtedness” means indebtedness of any kind of the Company
unless the instrument under which such indebtedness is incurred expressly
provides that it is in parity or subordinate in right of payment to the
Contract Adjustment Payments.


 


“Separate
Notes” has the meaning set forth in the Pledge Agreement.


 


“Settlement
Date” means any Early Settlement Date or Merger Early
Settlement Date or the Stock Purchase Date.


 


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


 


“Spin-Off”
means a dividend or other 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.


 


“Stated
Amount” means, with respect to any one Note, Normal Unit or
Stripped Unit, [$25].


 


“Stock
Purchase Date” means
                      .


 


“Stripped
Unit” means the collective rights and obligations of a Holder
of a Stripped Units Certificate in respect of a [1/40] undivided beneficial
interest in a Treasury Security, subject to the Pledge thereof, and the related
Purchase Contract.


 


“Stripped
Units Certificate” means a certificate evidencing the rights
and obligations of a Holder in respect of the number of Stripped Units
specified on such certificate, substantially in the form of Exhibit B hereto.


 


“Stripped
Units Register” and “Stripped
Units Registrar” have the respective meanings specified in
Section 3.5(a).


 


“Subsequent
Remarketing Date” means, provided there has been one or more
Failed Remarketings, the date on which the Remarketing Agent has consummated a
successful


 


10

















 


remarketing in accordance with Section 5.4 hereof, such date to be
no later than the third Business Day immediately preceding the Stock Purchase
Date.


 


“Tax
Event” means the receipt by the Company of an opinion of a
nationally recognized tax counsel experienced in such matters, which may be
                      ,
to the effect that there is more than an insubstantial risk that interest
payable by the Company on the Notes on the next Payment Date will not be
deductible, in whole or in part, by the Company for United States federal
income tax purposes as a result of (a) any amendment to, or change
(including any announced proposed change) in, the laws (or any regulations
thereunder) of the United States or any political subdivision or taxing
authority thereof or therein affecting taxation, (b) any amendment to or change
in an official interpretation or application of such laws or regulations by any
legislative body, court, governmental agency or regulatory authority or
(c) any official interpretation or pronouncement that provides for a
position with respect to such laws or regulations that differs from the
generally accepted position on
                      ,
which amendment, change or proposed change is effective or which interpretation
or pronouncement is announced on or after
                      .


 


“Tax
Event Redemption” means, if a Tax Event shall occur and be
continuing, the redemption of the Notes, at the option of the Company, in whole
but not in part, on not less than 30 days nor more than 60 days prior written
notice.


 


“Tax
Event Redemption Date” means the date on which a Tax Event
Redemption is to occur.


 


“Tax
Event Redemption Principal Amount” means (i) in the case of a
Tax Event Redemption Date occurring prior to a successful remarketing of the
Notes pursuant to the provisions of Section 5.4, the aggregate principal
amount of Notes included in Normal Units on such date, and (ii) in the case of
a Tax Event Redemption Date occurring after a successful remarketing of the
Notes pursuant to the provisions of Section 5.4, the aggregate principal
amount of the Notes.


 


“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 Stock Purchase Date, a judgment, decree or court order shall have
been entered granting relief under the Bankruptcy Code or any other similar
federal or state law, adjudicating the Company to be insolvent, or approving as
properly filed a petition seeking reorganization or liquidation of the Company,
and, unless such judgment, decree or order shall have been entered within
60 days prior to the Stock Purchase 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 Stock Purchase Date, a judgment, decree or court order for the
appointment of a receiver or liquidator or trustee or assignee in bankruptcy or
insolvency of the Company or of its property, or for the winding up or
liquidation of its affairs, shall have been entered, and, unless such judgment,
decree or order shall have been entered within 60 days prior to the Stock
Purchase Date, such


 


11

















 


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 Stock Purchase Date, the Company shall file a petition for relief under
the Bankruptcy Code or any other similar federal or state law, or shall consent
to the filing of a bankruptcy proceeding against it, or shall file a petition
or answer or consent seeking reorganization or liquidation under the Bankruptcy
Code or any other similar federal or state law, or shall consent to the filing
of any such petition, or shall consent to the appointment of a receiver or liquidator
or trustee or assignee in bankruptcy or insolvency of it or of its property, or
shall make an assignment for the benefit of creditors, or shall admit in
writing its inability to pay its debts generally as they become due.


 


“Threshold
Appreciation Price” has the meaning specified in
Section 5.1(a)(i).


 


“TIA”
means the Trust Indenture Act of 1939, and any statute successor thereto, in
each case as amended from time to time, and the rules and regulations
promulgated thereunder.


 


“Trading
Day” has the meaning specified in Section 5.1(c).


 


“Treasury
Consideration” means the Agent-purchased Treasury
Consideration or the Opt-out Treasury Consideration.


 


“Treasury
Portfolio” means: 
(i) if a Tax Event Redemption occurs prior to a successful
remarketing of the Notes pursuant to the provisions of Section 5.4, a portfolio
of zero-coupon U.S. Treasury securities consisting of principal or interest
strips of U.S. Treasury securities that mature on or prior to the Stock
Purchase Date in an aggregate amount equal to the applicable Tax Event
Redemption Principal Amount and with respect to each scheduled interest Payment
Date on the Notes that occurs after the Tax Event Redemption Date and on or
before the Stock Purchase Date, interest or principal strips of U.S. Treasury
securities that mature on or prior to such interest Payment Date in an
aggregate amount equal to the aggregate interest payment that would be due on
the applicable Tax Event Redemption Principal Amount on such date if the
interest rate of the Notes were not reset on the applicable Remarketing Date,
and (ii) solely for purposes of determining the Treasury Portfolio
Purchase Price in the case of a Tax Event Redemption Date occurring after a
successful remarketing of the Notes pursuant to the provisions of
Section 5.4, a portfolio of zero-coupon U.S. Treasury securities
consisting of principal or interest strips of U.S. Treasury securities that
mature on or prior to
                      
in an aggregate amount equal to the applicable Tax Event Redemption Principal
Amount and with respect to each scheduled interest Payment Date on the Notes
that occurs after the Tax Event Redemption Date and on or before
                      ,
interest or principal strips of U.S. Treasury securities that mature on or prior
to such interest Payment Date in an aggregate amount equal to the aggregate
interest payment that would be due on the applicable Tax Event Redemption
Principal Amount of the Notes outstanding on the Tax Event Redemption Date.


 


“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


 


12

















 


Business Day immediately preceding the Tax Event Redemption Date for
the purchase of the Treasury Portfolio for settlement on the Tax Event
Redemption Date.


 


“Treasury
Security” means a zero-coupon U.S. Treasury security (CUSIP
Number
                      )
maturing on the Stock Purchase Date that will pay $1,000 on such maturity date.


 


“Underwriting
Agreement” means the Underwriting Agreement relating to the
Units dated
                      
among the Company and the underwriters named therein.


 


“Unit”
means a Normal Unit or a Stripped Unit.


 


“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
1.2          Compliance Certificates
and Opinions.


 


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


 


Every certificate or opinion with respect to
compliance with a condition or covenant provided for in this Agreement shall
include:


 


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


 


(b)           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;


 


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


 


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


 


SECTION 1.3          Form of Documents
Delivered to Agent.


 


(a)           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


 


13

















 


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.


 


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


 


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


 


SECTION 1.4          Acts of Holders; Record
Dates.


 


(a)           Any
request, demand, authorization, direction, notice, consent, waiver or other
action provided by this Agreement to be given or taken by Holders may be
embodied in and evidenced by one or more instruments of substantially similar
tenor signed by such Holders in person or by an agent duly appointed in
writing; and, except as herein otherwise expressly provided, such action shall
become effective when such instrument or instruments are delivered to the Agent
and, where it is hereby expressly required, to the Company.  Such instrument or instruments (and the
action embodied therein and evidenced thereby) are herein sometimes referred to
as the “Act” of the Holders signing such instrument or instruments.  Proof of execution of any such instrument or
of a writing appointing any such agent shall be sufficient for any purpose of
this Agreement and (subject to Section 7.1) conclusive in favor of the
Agent and the Company, if made in the manner provided in this Section.


 


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


 


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


 


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


 


(e)           The
Company may set any day as a record date for the purpose of determining the
Holders of Outstanding Units entitled to give, make or take any request,
demand, authorization, direction, notice, consent, waiver or other action
provided or permitted by this Agreement to be


 


14

















 


given, made or taken by Holders of Units.  If any record date is set pursuant to this paragraph, the Holders
of the Outstanding Normal Units and the Outstanding Stripped 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 Normal Units or the Stripped Units, as
the case may be, whether or not such Holders remain Holders after such record date;
provided that no such action shall be effective hereunder unless taken on or
prior to the applicable Expiration Date by Holders of the requisite number of
Outstanding Units on such record date. 
Nothing 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 of no effect),
and nothing 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 Agent in writing
and to each Holder of Units in the manner set forth in Section 1.6.


 


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


 


SECTION
1.5          Notices.


 


Any request,
demand, authorization, direction, notice, consent, waiver or Act of Holders or
other document provided or permitted by this Agreement to be made upon, given
or furnished to, or filed with:


 


(a)           the Agent by any Holder
or by the Company shall be sufficient for every purpose hereunder (unless
otherwise herein expressly provided) if made, given, furnished or filed in
writing and personally delivered, mailed, first-class postage prepaid,
telecopied or delivered by overnight air courier guaranteeing next day
delivery, to the Agent at
                      ,
                      ,
                      ,
Attention:                       ,
telecopy:
                      
or at any other address furnished in writing by the Agent to the Holders and
the Company; or


 


(b)           the Company by the Agent
or by any Holder shall be sufficient for every purpose hereunder (unless otherwise
herein expressly provided) if made, given, furnished or filed in writing and
personally delivered, mailed, first-class postage prepaid, telecopied or
delivered by overnight air courier guaranteeing next day delivery, to the
Company at Ameren Corporation, 1901 Chouteau Avenue, St. Louis, Missouri 63103,
telecopy: (314) 554-3066, Attention: Treasurer, or at any other address
furnished in writing to the Agent by the Company; or


 


15

















 


(c)           the
Collateral Agent by the Agent, the Company or any Holder shall be sufficient
for every purpose hereunder (unless otherwise herein expressly provided) if
made, given, furnished or filed in writing and personally delivered, mailed,
first-class postage prepaid, telecopied or delivered by overnight air courier
guaranteeing next day delivery, addressed to the Collateral Agent at
                      ,
c/o                       ,
                      ,
                      ,
Attention:
                      ,
telecopy:                       
or at any other address furnished in writing by the Collateral Agent to the
Agent, the Company and the Holders; or


 


(d)           the
Indenture Trustee by the Company shall be sufficient for every purpose
hereunder (unless otherwise herein expressly provided) if made, given,
furnished or filed in writing and personally delivered, mailed, first-class
postage prepaid, telecopied or delivered by overnight air courier guaranteeing
next day delivery, addressed to the Indenture Trustee at                       ,
                      ,
                      ,
Attention:
                      ,
telecopy:                       
or at any other address furnished in writing by the Trustee to the Company.


 


SECTION 1.6          Notice to Holders;
Waiver.


 


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


 


(b)           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 Agent shall constitute a
sufficient notification for every purpose hereunder.


 


SECTION 1.7          Effect of Headings and
Table of Contents.


 


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


 


SECTION 1.8          Successors and Assigns.


 


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


 


16

















 


SECTION 1.9          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 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.


 


This Agreement and
the Units shall be governed by and deemed to be a contract under, and construed
in accordance with, the laws of the State of New York, without regard to
conflicts of laws principles thereof.


 


SECTION
1.12        Legal Holidays.


 


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


 


(b)           In any case where the
Stock Purchase Date shall not be a Business Day, then (notwithstanding any
other provision of this Agreement or the Certificates), the Purchase Contracts
shall not be performed on such date, but the Purchase Contracts shall be
performed on the next succeeding Business Day with the same force and effect as
if performed on the Stock Purchase Date.


 


SECTION
1.13        Counterparts.


 


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


 


17

















 


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.


 


ARTICLE II.



Certificate Forms


 


SECTION
2.1          Forms of Certificates
Generally.


 


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


 


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


 


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


 


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


 


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


 


THIS CERTIFICATE IS A GLOBAL CERTIFICATE WITHIN THE
MEANING OF THE PURCHASE CONTRACT AGREEMENT (AS HEREINAFTER DEFINED) AND IS
REGISTERED IN THE NAME OF THE CLEARING AGENCY OR A NOMINEE THEREOF.  THIS CERTIFICATE MAY NOT BE EXCHANGED IN
WHOLE OR IN PART FOR A CERTIFICATE REGISTERED, AND NO TRANSFER OF THIS
CERTIFICATE IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON
OTHER THAN


 


18

















 


SUCH CLEARING AGENCY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED
CIRCUMSTANCES DESCRIBED IN THE PURCHASE CONTRACT AGREEMENT.


 


Unless this Certificate is presented by an authorized
representative of The Depository Trust Company (55 Water Street, New York, New
York) to the Company or its agent for registration of transfer, exchange or
payment, and any Certificate issued is registered in the name of Cede &
Co., or such other name as requested by an authorized representative of The
Depository Trust Company, and any payment hereon is made to Cede & Co., ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY A PERSON IS
WRONGFUL since the registered owner hereof, Cede & Co., has an interest
herein.


 


SECTION 2.2          Form of Agent’s
Certificate of Authentication.


 


(a)           The
form of the Agent’s certificate of authentication of the Normal Units shall be
in substantially the form set forth on the form of the Normal Units
Certificates.


 


(b)           The
form of the Agent’s certificate of authentication of the Stripped Units shall
be in substantially the form set forth on the form of the Stripped Units
Certificates.


 


ARTICLE III.



The Units


 


SECTION 3.1          Title and Terms;
Denominations.


 


(a)           The
aggregate number of Normal Units and Stripped Units, if any, evidenced by
Certificates authenticated, executed on behalf of the Holders and delivered
hereunder is limited to
                   
(                   
if the Underwriters’ (as defined in the Underwriting Agreement) option to
purchase additional Normal Units pursuant to the Underwriting Agreement is
exercised in full), except for Certificates authenticated, executed and delivered
upon registration of transfer of, in exchange for, or in lieu of, other
Certificates pursuant to Section 3.4, 3.5, 3.10, 3.13, 3.14, 5.9, 5.10 or
8.5.


 


(b)           The Certificates shall
be issuable only in registered form and only in denominations of a single Unit
and any integral multiple thereof.


 


SECTION
3.2          Rights and Obligations
Evidenced by the Certificates.


 


(a)           Each Normal Units
Certificate shall evidence the number of Normal Units specified therein, with
each such Normal Unit representing the ownership by the Holder thereof of a
beneficial interest in a Note or the appropriate Treasury Consideration or
Applicable Ownership Interest in the Treasury Portfolio, as the case may be,
subject to the Pledge of such Note, Treasury Consideration or Applicable Ownership
Interest in the Treasury Portfolio, as the case may be, by such Holder pursuant
to the Pledge Agreement, and the rights and obligations of the Holder thereof
and the Company under one Purchase Contract. 
The Agent as attorney-in-fact for, and on behalf of, the Holder of each
Normal Unit shall pledge, pursuant to the Pledge Agreement, the Note or the
appropriate Treasury Consideration or Applicable Ownership Interest in the
Treasury Portfolio, as the case may be, forming a part of such Normal Unit, to
the


 


19

















 


Collateral Agent and grant to the Collateral Agent a security interest
in the right, title and interest of such Holder in such Note, Treasury
Consideration or Applicable Ownership Interest in the Treasury Portfolio, as
the case may be, for the benefit of the Company, to secure the obligation of
the Holder under each Purchase Contract to purchase the Common Stock of the
Company.  Prior to the purchase of shares
of Common Stock under each Purchase Contract, such Purchase Contracts shall not
entitle the Holders of Normal Units Certificates to any of the rights of a
holder of shares of Common Stock, including, without limitation, the right to
vote or receive any dividends or other payments or to consent or to receive
notice as stockholders in respect of the meetings of stockholders or for the
election of directors of the Company or for any other matter, or any other
rights whatsoever as stockholders of the Company.


 


(b)           Each Stripped Units
Certificate shall evidence the number of Stripped Units specified therein, with
each such Stripped Unit representing the ownership by the Holder thereof of a
[1/40] undivided beneficial interest in a Treasury Security, subject to the
Pledge of such interest in such Treasury Security by such Holder pursuant to
the Pledge Agreement, and the rights and obligations of the Holder thereof and
the Company under one Purchase Contract. 
Prior to the purchase of shares of Common Stock under each Purchase
Contract, such Purchase Contracts shall not entitle the Holders of Stripped
Units Certificates to any of the rights of a holder of shares of Common Stock,
including, without limitation, the right to vote or receive any dividends or
other payments or to consent or to receive notice as stockholders in respect of
the meetings of stockholders or for the election of directors of the Company or
for any other matter, or any other rights whatsoever as stockholders of the
Company.


 


SECTION
3.3          Execution,
Authentication, Delivery and Dating.


 


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


 


(b)           The
Certificates shall be executed on behalf of the Company by an Authorized
Officer and delivered to the Agent.  The
signature of any of these officers on the Certificates may be manual or
facsimile.


 


(c)           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.


 


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


 


20

















 


(e)           Each Certificate shall
be dated the date of its authentication.


 


(f)            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 Agent by manual signature, and such certificate
upon any Certificate shall be conclusive evidence, and the only evidence, that
such Certificate has been duly authenticated and delivered hereunder.


 


SECTION 3.4          Temporary Certificates.


 


(a)           Pending the preparation
of definitive Certificates, the Company shall execute and deliver to the Agent,
and the 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 of quotation
system on which the Normal Units or Stripped Units, as the case may be, are
listed or quoted for trading 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.


 


(b)           If temporary
Certificates are issued, the Company will cause definitive Certificates to be
prepared without unreasonable delay. 
After the preparation of definitive Certificates, the temporary
Certificates shall be exchangeable for definitive Certificates upon surrender
of the temporary Certificates at the Corporate Trust Office, at the expense of
the Company and without charge to the Holder. 
Upon surrender for cancellation of any one or more temporary
Certificates, the Company shall execute and deliver to the Agent, and the 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 Normal Units or Stripped Units, as the case may
be, as the temporary Certificate or Certificates so surrendered.  Until so exchanged, the temporary
Certificates shall in all respects evidence the same benefits and the same
obligations with respect to the Normal Units or Stripped Units, as the case may
be, evidenced thereby as definitive Certificates.


 


SECTION
3.5          Registration;
Registration of Transfer and Exchange.


 


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


 


(b)           Upon surrender for
registration of transfer of any Certificate at the Corporate Trust Office, the
Company shall execute and deliver to the Agent, and the Agent shall
authenticate, execute on behalf of the designated transferee or transferees,
and deliver, in the


 


21

















 


name of the designated transferee or transferees, one or more new
Certificates of like tenor and denominations, and evidencing a like number of
Normal Units or Stripped Units, as the case may be.


 


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


 


(d)           All
Certificates issued upon any registration of transfer or exchange of a
Certificate shall evidence the ownership of the same number of Normal Units or
Stripped Units, as the case may be, and be entitled to the same benefits and
subject to the same obligations, under this Agreement as the Normal Units or
Stripped Units, as the case may be, evidenced by the Certificate surrendered
upon such registration of transfer or exchange.


 


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


 


(f)            No
service charge shall be made for any registration of transfer or exchange of a
Certificate, but the Company and the Agent may require payment from the Holder
of a sum sufficient to cover any tax or other governmental charge that may be
imposed in connection with any registration of transfer or exchange of
Certificates, other than any exchanges pursuant to Sections 3.6, 3.9 and 8.5
not involving any transfer.


 


(g)           Notwithstanding
the foregoing, the Company shall not be obligated to execute and deliver to the
Agent, and the Agent shall not be obligated to authenticate, execute on behalf
of the Holder and deliver any Certificate presented or surrendered for
registration of transfer or for exchange on or after the Business Day
immediately preceding the earlier of the Stock Purchase 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 Agent shall,


 


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


 


(ii)           in the case of Normal
Units, if a Termination Event shall have occurred prior to the Stock Purchase
Date, transfer the Notes or the appropriate Treasury Consideration or
Applicable Ownership Interest in the Treasury Portfolio, as applicable,
relating to such Normal Units, or


 


(iii)          in the case of Stripped
Units, if a Termination Event shall have occurred prior to the Stock Purchase
Date, transfer the Treasury Securities relating to such Stripped Units,


 


22

















 


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


 


SECTION 3.6          Book-Entry Interests.


 


The Certificates,
on original issuance, will be issued in the form of one or more fully
registered Global Certificates, to be delivered to the Depositary or a nominee
or custodian thereof by, or on behalf of, the Company.  Such Global Certificates shall initially be
registered on the books and records of the Company 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 3.9.  The Agent shall enter into an agreement with
the Depositary if so requested by the Company. 
Unless and until definitive, fully registered Certificates have been
issued to Beneficial Owners pursuant to Section 3.9:


 


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


 


(b)           the Company shall be
entitled to deal with the Clearing Agency for all purposes of this Agreement
(including the payment of Contract Adjustment Payments, if any, and receiving
approvals, votes or consents hereunder) as the Holder of the Units and the sole
holder of the Global Certificate(s) and shall have no obligation to the
Beneficial Owners;


 


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


 


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


 


The Clearing
Agency will make book-entry transfers among Clearing Agency Participants and
receive and transmit payments of Contract Adjustment Payments to such Clearing
Agency Participants.


 


SECTION
3.7          Notices to Holders.


 


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


 


SECTION
3.8          Appointment of Successor
Clearing Agency.


 


If any Clearing
Agency elects to discontinue its services as securities depositary with respect
to the Units, the Company may, in its sole discretion, appoint a successor
Clearing Agency with respect to the Units.


 


23

















 


SECTION 3.9          Definitive Certificates.


 


If


 


(i)            a Clearing Agency
notifies the Company that it is unwilling or unable to continue its services as
securities depositary with respect to the Units and a successor Clearing Agency
is not appointed within 90 days after such discontinuance pursuant to
Section 3.8, or


 


(ii)           the Company elects to
terminate the book-entry system through the Clearing Agency with respect to the
Units,


 


then upon surrender of the Global Certificates representing the
Book-Entry Interests with respect to the Units by the Clearing Agency,
accompanied by registration instructions, the Company shall cause definitive
Certificates to be delivered to Beneficial Owners in accordance with the
instructions of the Clearing Agency. 
The Company shall not be liable for any delay in delivery of such
instructions and may conclusively rely on and shall be protected in relying on,
such instructions.


 


SECTION
3.10        Mutilated, Destroyed, Lost
and Stolen Certificates.


 


(a)           If any mutilated
Certificate is surrendered to the Agent, the Company shall execute and deliver
to the Agent, and the Agent shall authenticate, execute on behalf of the
Holder, and deliver in exchange therefor, a new Certificate at the cost of the
Holder, evidencing the same number of Normal Units or Stripped Units, as the
case may be, and bearing a Certificate number not contemporaneously
outstanding.


 


(b)           If there shall be
delivered to the Company and the Agent (i) evidence to their satisfaction
of the destruction, loss or theft of any Certificate, and (ii) such
security or indemnity at the cost of the Holder as may be required by them to
hold each of them and any agent of either of them harmless, then, in the
absence of notice to the Company or the Agent that such Certificate has been
acquired by a bona fide purchaser, the Company shall execute and deliver to the
Agent, and the 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 Normal Units or
Stripped Units, as the case may be, and bearing a Certificate number not
contemporaneously outstanding.


 


(c)           Notwithstanding the
foregoing, the Company shall not be obligated to execute and deliver to the
Agent, and the Agent shall not be obligated to authenticate, execute on behalf
of the Holder, and deliver any Certificate on or after the Business Day
immediately preceding the earlier of the Stock Purchase 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 Agent shall (i) if the Stock Purchase Date has
occurred, deliver the shares of Common Stock issuable in respect of the
Purchase Contracts forming a part of the Units evidenced by such Certificate,
or (ii) if a Termination Event shall have occurred prior to the Stock
Purchase Date, transfer the Notes, the appropriate Treasury Consideration or
Applicable Ownership Interest in the Treasury Portfolio,


 


24

















 


or the Treasury Securities, as the case may be, evidenced thereby, in
each case subject to the applicable conditions and in accordance with the
applicable provisions of Article V.


 


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


 


(e)           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 Unit 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.


 


(f)            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.


 


(a)           Prior to due presentment
of a Certificate for registration of transfer, the Company, the Agent and its
Affiliates, and any agent of the Company or the Agent, may treat the Person in
whose name such Certificate is registered on the Register as the owner of the
Units evidenced thereby for the purpose of receiving quarterly payments on the
Notes, the Treasury Consideration or the Applicable Ownership Interest in the
Treasury Portfolio, as the case may be, receiving payments of Contract
Adjustment Payments, if any, and any Deferred Contract Adjustment Payments,
performance of the Purchase Contracts and for all other purposes whatsoever,
whether or not any payments in respect thereof shall be overdue and
notwithstanding any notice to the contrary, and neither the Company, the Agent,
such Affiliates nor any agent of the Company, the Agent or such Affiliates,
shall be affected by notice to the contrary.


 


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


 


SECTION
3.12        Cancellation.


 


(a)           All Certificates
surrendered (i) for delivery of shares of Common Stock on or after any
Settlement Date; (ii) upon the transfer of Notes, the appropriate Treasury
Consideration or Applicable Ownership Interest in the Treasury Portfolio, or
Treasury Securities, as the case may be, after the occurrence of a Termination
Event; or (iii) upon the registration of a transfer or exchange of a Unit
shall, if surrendered to any Person other than the Agent, be delivered to the


 


25

















 


Agent and, if not already cancelled, shall be promptly cancelled by
it.  The Company may at any time deliver
to the Agent for cancellation any Certificates previously authenticated,
executed and delivered hereunder which the Company may have acquired in any
manner whatsoever, and all Certificates so delivered shall, upon Issuer Order,
be promptly cancelled by the Agent.  No
Certificates shall be authenticated, executed on behalf of the Holder and
delivered in lieu of or in exchange for any Certificates cancelled as provided
in this Section, except as expressly permitted by this Agreement.  All cancelled Certificates held by the Agent
shall upon written request be returned to the Company.


 


(b)           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 Agent cancelled or for cancellation.


 


SECTION
3.13        Establishment of Stripped
Units.


 


(a)           A Holder may separate
the Pledged Notes, Pledged Treasury Consideration or Pledged Applicable
Ownership Interest in the Treasury Portfolio, as applicable, from the related
Purchase Contracts in respect of the Normal Units held by such Holder by
substituting for such Pledged Notes, Pledged Treasury Consideration or Pledged
Applicable Ownership Interest in the Treasury Portfolio, as the case may be,
Treasury Securities that will pay, on the Stock Purchase Date, an amount equal
to the aggregate principal amount of such Notes or the appropriate Treasury
Consideration or Applicable Ownership Interest (as specified in clause (A)
of the definition of such term) of the Treasury Portfolio (a “Collateral
Substitution”), at any time from and after the date of this Agreement and on or
prior to the second Business Day immediately preceding the Stock Purchase Date,
by (i) depositing with the Collateral Agent Treasury Securities having an
aggregate principal amount equal to the aggregate Stated Amount of such Normal
Units, and (ii) transferring the related Normal Units to the Agent
accompanied by a notice to the Agent, substantially in the form of Exhibit D
hereto, stating that the Holder has transferred the relevant amount of Treasury
Securities to the Collateral Agent and requesting that the Agent instruct the
Collateral Agent to release the Pledged Notes, Pledged Treasury Consideration
or Pledged Applicable Ownership Interest of the Treasury Portfolio, as the case
may be, underlying such Normal Units, whereupon the Agent shall promptly give
such instruction to the Collateral Agent, substantially in the form of Exhibit
C hereto.  Notwithstanding the
foregoing, a Holder may not separate the Pledged Notes, Pledged Treasury
Consideration or Pledged Applicable Ownership Interest of the Treasury
Portfolio, as the case may be, from the related Purchase Contracts in respect
of the Normal Units held by such Holder during the periods beginning on the
fourth Business Day prior to the first day of any Remarketing Period and ending
on the third business day after the end of such Remarketing Period.  Upon receipt of the Treasury Securities
described in clause (i) above and the instruction described in clause (ii)
above, in accordance with the terms of the Pledge Agreement, the Collateral
Agent will release to the Agent, on behalf of the Holder, such Pledged Notes,
Pledged Treasury Consideration or Pledged Applicable Ownership Interest of the
Treasury Portfolio, as the case may be, from the Pledge, free and clear of the
Company’s security interest therein, and upon receipt thereof the Agent shall promptly:


 


(i)            cancel the related
Normal Units;


 


26

















 


(ii)           transfer the Pledged
Notes, Pledged Treasury Consideration or Pledged Applicable Ownership Interest
of the Treasury Portfolio, as the case may be, to the Holder; and


 


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


 


(b)           Holders
who elect to separate the Pledged Notes, Pledged Treasury Consideration or
Pledged Applicable Ownership Interest of the Treasury Portfolio, as the case
may be, from the related Purchase Contract and to substitute Treasury
Securities for such Pledged Notes, Pledged Treasury Consideration or Pledged
Applicable Ownership Interest of the Treasury Portfolio, as the case may be,
shall be responsible for any fees or expenses payable to the Collateral Agent
for its services as Collateral Agent in respect of the substitution, and the
Company shall not be responsible for any such fees or expenses.


 


(c)           Holders
may make Collateral Substitutions (i) if Treasury Securities are being
substituted for Pledged Notes, only in integral multiples of [40] Normal Units,
or (ii) if the Collateral Substitutions occur after the Remarketing Date
or any Subsequent Remarketing Date, or after a Tax Event Redemption, as the
case may be, only in integral multiples of Normal Units such that the Treasury
Securities to be deposited and the Treasury Consideration, or the Applicable
Ownership Interest in the Treasury Portfolio, as the case may be, to be
released are in integral multiples of $1,000.


 


(d)           In
the event a Holder making a Collateral Substitution pursuant to this
Section 3.13 fails to effect a book-entry transfer of the Normal Units or
fails to deliver a Normal Units Certificate to the Agent after depositing
Treasury Securities with the Collateral Agent, the Pledged Notes, Pledged
Treasury Consideration or Pledged Applicable Ownership Interest in the Treasury
Portfolio, as the case may be, constituting a part of such Normal Units, and
any distributions on such Pledged Notes, Pledged Treasury Consideration or
Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case
may be, shall be held in the name of the Agent or its nominee in trust for the
benefit of such Holder, until such Normal Units are so transferred or the
Normal Units Certificate is so delivered, as the case may be, or, with respect
to a Normal Units Certificate, such Holder provides evidence satisfactory to
the Company and the Agent that such Normal Units Certificate has been
destroyed, lost or stolen, together with any indemnity that may be required by
the Agent and the Company.


 


(e)           Except
as described in this Section 3.13, for so long as the Purchase Contract
underlying a Normal Unit remains in effect, such Normal Unit shall not be
separable into its constituent parts, and the rights and obligations of the
Holder of such Normal Unit in respect of the Pledged Note, Pledged Treasury
Consideration or Pledged Applicable Ownership Interest in the Treasury
Portfolio, as the case may be, and the Purchase Contract comprising such Normal
Unit may be acquired, and may be transferred and exchanged, only as a Normal
Unit.


 


27

















 


SECTION 3.14        Re-establishment of Normal
Units.


 


(a)           A Holder of Stripped
Units may reestablish Normal Units at any time from and after the date of this
Agreement and on or prior to the second Business Day immediately preceding the
Stock Purchase Date, by (i) depositing with the Collateral Agent the Notes
or the appropriate Treasury Consideration or Applicable Ownership Interest in
the Treasury Portfolio (identified and calculated by reference to the Treasury
Consideration then comprising Normal Units), as the case may be, then
comprising such number of Normal Units as is equal to such Stripped Units and
(ii) transferring such Stripped Units to the Agent accompanied by a notice
to the Agent, substantially in the form of Exhibit D hereto, stating that the
Holder has transferred the relevant amount of Notes or the appropriate Treasury
Consideration or Applicable Ownership Interest in the Treasury Portfolio, as
the case may be, to the Collateral Agent and requesting that the Agent instruct
the Collateral Agent to release the Pledged Treasury Securities underlying such
Stripped Unit, whereupon the Agent shall promptly give such instruction to the
Collateral Agent, substantially in the form of Exhibit C hereto.  Notwithstanding the foregoing, a Holder may
not reestablish Normal Units during the periods beginning on the fourth
Business Day prior to the first day of any Remarketing Period and ending on the
third business day after the end of such Remarketing Period.  Upon receipt of the Notes or the appropriate
Treasury Consideration or Applicable Ownership Interest in the Treasury
Portfolio, as the case may be, described in clause (i) above and the
instruction described in clause (ii) above, in accordance with the terms of the
Pledge Agreement, the Collateral Agent will release to the Agent, on behalf of
the Holder, such Pledged Treasury Securities from the Pledge, free and clear of
the Company’s security interest therein, and upon receipt thereof the Agent
shall promptly:


 


(i)            cancel the related
Stripped Units;


 


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


 


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


 


(b)           Holders of Stripped
Units may reestablish Normal Units (i) only in integral multiples of [40]
Stripped Units for [40] Normal Units or (ii) if the re-establishment
occurs after a successful remarketing of the Notes pursuant to the provisions
of Section 5.4, or after a Tax Event Redemption, only in integral
multiples of Stripped Units such that the Treasury Consideration or Applicable
Ownership Interest in the Treasury Portfolio to be deposited and the Treasury
Securities to be released are in integral multiples of $1,000.


 


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


 


28

















 


SECTION
3.15        Transfer of Collateral
Upon Occurrence of Termination Event.


 


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


 


SECTION 3.16        No Consent to Assumption.


 


Each Holder of a
Unit, by acceptance thereof, will be deemed expressly to have withheld any consent
to the assumption (i.e., affirmance) under Section 365 of the Bankruptcy
Code or otherwise, of the Purchase Contract by the Company, its trustee in
bankruptcy, any receiver, liquidator or 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.


 


ARTICLE IV.



The Notes


 


SECTION 4.1          Payment of Interest;
Rights to Interest Payments Preserved; Notice.


 


(a)           A payment on any Note,
Treasury Consideration or Applicable Ownership Interest in the Treasury
Portfolio, as the case may be, which is paid on any Payment Date shall,


 


29

















 


subject to receipt thereof by the Agent from the Collateral Agent as
provided by the terms of the Pledge Agreement, be paid to the Person in whose
name the Normal Units Certificate (or one or more Predecessor Normal Units
Certificates) of which such Note or the appropriate Treasury Consideration or
Applicable Ownership Interest in the Treasury Portfolio, as the case may be, is
a part is registered at the close of business on the Record Date for such
Payment Date.


 


(b)           Each Normal Units
Certificate evidencing Notes delivered under this Agreement upon registration
of transfer of or in exchange for or in lieu of any other Normal Units
Certificate shall carry the rights to interest accrued and unpaid, and to
accrue interest, which is carried by the Notes underlying such other Normal Units
Certificate.


 


(c)           In the case of any
Normal Unit with respect to which Early Settlement of the underlying Purchase
Contract is effected on an Early Settlement Date, Merger Early Settlement of
the underlying Purchase Contract is effected on a Merger Early Settlement Date,
Cash Settlement is effected on the Business Day immediately preceding the Stock
Purchase Date, or a Collateral Substitution is effected, in each case on a date
that is after any Record Date and on or prior to the next succeeding Payment Date,
payments on the Note or the appropriate Treasury Consideration or Applicable
Ownership Interest in the Treasury Portfolio, as the case may be, underlying
such Normal Unit otherwise payable on such Payment Date shall be payable on
such Payment Date notwithstanding such Early Settlement, Merger Early
Settlement, Cash Settlement or Collateral Substitution, as the case may be, and
such payments shall, subject to receipt thereof by the Agent, be payable to the
Person in whose name the Normal Units Certificate (or one or more Predecessor
Normal Unit Certificates) was registered at the close of business on the Record
Date.  Except as otherwise expressly
provided in the immediately preceding sentence, in the case of any Normal Unit
with respect to which Early Settlement, Merger Early Settlement or Cash
Settlement of the underlying Purchase Contract is effected, or with respect to
which a Collateral Substitution has been effected, payments on the related
Notes or payments on the appropriate Treasury Consideration or Applicable
Ownership Interest in the Treasury Portfolio, as the case may be, that would
otherwise be payable after the applicable Settlement Date or after such
Collateral Substitution, as the case may be, shall not be payable hereunder to
the Holder of such Normal Unit; provided, that to the extent that such Holder
continues to hold the Separate Notes that formerly comprised a part of such
Holder’s Normal Units, such Holder shall be entitled to receive the payments on
such Separate Notes.


 


SECTION
4.2          Notice and Voting.


 


Under and subject
to the terms of the Pledge Agreement and this Agreement, the Agent will be
entitled to exercise the voting and any other consensual rights pertaining to
the Pledged Notes but only to the extent instructed by the Holders as described
below.  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 Agent shall, as soon
as practicable thereafter, mail to the Holders of Normal Units a notice
(a) containing such information as is contained in the notice or
solicitation, (b) stating that each Holder on the record date set by the
Agent therefor (which, to the extent possible, shall be the same date as the
record date for determining the holders of Notes entitled to vote) shall be
entitled to instruct the Agent as to the exercise of the voting rights
pertaining to the Pledged Notes constituting a part of such Holder’s Normal
Units and (c) stating the manner in which such instructions may be
given.  Upon the written request of


 


30

















 


the Holders of Normal Units on such record date, the 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 number of Pledged
Notes as to which any particular voting instructions are received.  In the absence of specific instructions from
the Holder of a Normal Unit, the Agent shall abstain from voting the Pledged
Note underlying such Normal Unit.  The
Company hereby agrees, if applicable, to solicit Holders of Normal Units to
timely instruct the Agent in order to enable the Agent to vote such Pledged
Notes.


 


SECTION 4.3          Tax Event Redemption.


 


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


 


The Company shall
cause notice of any Tax Event Redemption to be mailed, at least 30 calendar
days but not more than 60 calendar days before such Tax Event Redemption Date,
to each Holder of Notes to be redeemed at its registered address.


 


Upon the
occurrence of a Tax Event Redemption after the successful remarketing of the
Notes, the Redemption Price will be payable in cash to the holders of the
Notes.


 


SECTION 4.4          Consent to Treatment for
Tax Purposes


 


Each Holder of a
Normal Unit or a Stripped Unit, by its acceptance thereof, covenants and agrees
to treat itself as the owner, for federal, state and local income and franchise
tax purposes, of (i) the related Notes, the appropriate Treasury Consideration
or the Applicable Ownership Interest in the Treasury Portfolio, in the case of
the Normal Units, or (ii) the Treasury Securities, in the case of the Stripped
Units.  Each Holder of a Normal Unit, by
its acceptance


 


31

















 


thereof, further covenants and agrees to treat the Notes as
indebtedness of the Company for federal, state and local income and franchise
tax purposes.


 


ARTICLE V.



The Purchase Contracts; the Remarketing


 


SECTION 5.1          Purchase of Shares of
Common Stock.


 


(a)           Each Purchase Contract
shall, unless an Early Settlement has occurred in accordance with
Section 5.9, or a Merger Early Settlement has occurred in accordance with
Section 5.10, obligates the Holder of the related Unit to purchase, and
the Company to sell, on the Stock Purchase Date at a price equal to [$25] (the
“Purchase Price”), a number of newly issued shares of Common Stock equal to the
Settlement Rate unless, on or prior to the Stock Purchase Date, there shall
have occurred a Termination Event with respect to the Unit of which such
Purchase Contract is a part.  The
“Settlement Rate” is equal to


 


(i)            if the Applicable
Market Value (as defined below) is equal to or greater than
$            (the
“Threshold Appreciation Price”),
            shares of
Common Stock per Purchase Contract,


 


(ii)           if the Applicable
Market Value is less than the Threshold Appreciation Price, but is greater than
$           , the number
of shares of Common Stock per Purchase Contract equal to the Stated Amount of
the related Unit divided by the Applicable Market Value, and


 


(iii)          if the Applicable Market
Value is less than or equal to
$           ,
            shares
of Common Stock per Purchase Contract,


 


in each case subject to adjustment as provided in Section 5.6 (and
in each case rounded upward or downward to the nearest 1/10,000th of
a share).  As provided in
Section 5.12, no fractional shares of Common Stock will be issued upon
settlement of Purchase Contracts.


 


(b)           No fractional shares of
Common Stock will be issued by the Company with respect to the payment of
Contract Adjustment Payments on the Stock Purchase Date.  In lieu of fractional shares otherwise
issuable with respect to such payment of Contract Adjustment Payments, the
Holder will be entitled to receive an amount in cash as provided in
Section 5.12.


 


(c)           The “Applicable Market
Value” means the average of the Closing Price per share of Common Stock on each
of the 20 consecutive Trading Days ending on the third Trading Day immediately
preceding the Stock Purchase Date or, in the event of a Cash Merger
contemplated by Section 5.10, the Cash Merger Date.  The “Closing Price” of the Common Stock on any date of
determination means the closing sale price per share (or, if no closing sale
price is reported, the last reported sale price) of the Common Stock on the New
York Stock Exchange (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 securities exchange on which the
Common Stock is so listed, or if the Common Stock is not so listed on a United
States securities exchange, as reported by The Nasdaq Stock Market, or if the
Common


 


32

















 


Stock is not so reported, the last quoted bid price for the Common
Stock in the over-the-counter market as reported by the National Quotation
Bureau or similar organization, or if such bid price is not available, the
market value of the Common Stock on such date as determined by a nationally
recognized independent investment banking firm retained by the Company for this
purpose.  A “Trading Day” means a day on
which the Common Stock (A) 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 (B) has traded at least once on the national or
regional securities exchange or association or over-the-counter market that is
the primary market for the trading of the Common Stock at the close of business
on such day.


 


(d)           Each Holder of a Unit,
by its acceptance thereof, irrevocably authorizes the Agent to enter into and
perform the related Purchase Contract on its behalf as its attorney-in-fact
(including the execution of Certificates on behalf of such Holder), agrees to
be bound by the terms and provisions thereof, covenants and agrees to perform
its obligations under such Purchase Contract, consents to the provisions
hereof, irrevocably authorizes the Agent as its attorney-in-fact to enter into
and perform the Pledge Agreement on its behalf as its attorney-in-fact, and
consents to and agrees to be bound by the Pledge of the Notes, the appropriate
Treasury Consideration or Applicable Ownership Interest in the Treasury
Portfolio, or the Treasury Securities, as the case may be, pursuant to the
Pledge Agreement; provided that upon a Termination Event, the rights of the
Holder of such Unit under the Purchase Contract may be enforced without regard
to any other rights or obligations. 
Each Holder of a Unit, by its acceptance thereof, further covenants and
agrees, that, to the extent and in the manner provided in Section 5.4 and
the Pledge Agreement, but subject to the terms thereof, payments in respect of
the Pledged Notes, the Pledged Treasury Consideration or Pledged Applicable
Ownership Interest in the Treasury Portfolio, or the Treasury Securities, as
the case may be, to be paid upon settlement of such Holder’s obligations to
purchase Common Stock under the Purchase Contract, shall be paid on the Stock
Purchase Date by the Collateral Agent to the Company in satisfaction of such
Holder’s obligations under such Purchase Contract and such Holder shall acquire
no right, title or interest in such payments.


 


(e)           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, except as may be required
by the Agent pursuant hereto) under the terms of this Agreement, the Purchase
Contracts underlying such Certificate and the Pledge Agreement and the
transferor shall be released from the obligations under this Agreement, the
Purchase Contracts underlying the Certificates so transferred and the Pledge
Agreement.  The Company covenants and
agrees, and each Holder of a Certificate, by its acceptance thereof, likewise
covenants and agrees, to be bound by the provisions of this paragraph.


 


SECTION
5.2          Contract Adjustment
Payments.


 


(a)           Subject to
Section 5.3 herein, the Company shall pay, on each Payment Date, the
Contract Adjustment Payments, if any, payable in respect of each Purchase
Contract to the Person in whose name a Certificate (or one or more Predecessor
Certificates) is registered on the Register at the close of business on the
Record Date next preceding such Payment Date in such coin or currency of the
United States as at the time of payment shall be legal tender for
payments.  The Contract Adjustment
Payments, if any, will be payable at the Corporate Trust


 


33

















 


Office or, at the option of the Company, by check mailed to the address
of the Person entitled thereto at such Person’s address as it appears on the
Register or by wire transfer to an account appropriately designated by a prior
written notice by such Person.


 


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


 


(c)           Each Certificate
delivered under this Agreement upon registration of transfer of or in exchange
for or in lieu of any other Certificate (including as a result of a Collateral
Substitution or the re-establishment of a Normal Unit) shall carry the rights
to Contract Adjustment Payments, if any, accrued and unpaid, and to accrue
Contract Adjustment Payments, if any, which is carried by the Purchase
Contracts underlying such other Certificates.


 


(d)           Subject to Sections 5.4,
5.9 and 5.10, in the case of any Unit with respect to which Early Settlement or
Merger Early Settlement of the underlying Purchase Contract is effected on an
Early Settlement Date or a Merger Early Settlement Date, respectively, or in
respect of which Cash Settlement of the underlying Purchase Contract is
effected on the Business Day immediately preceding the Stock Purchase Date, or
with respect to which a Collateral Substitution or an establishment or
re-establishment of a Normal Unit pursuant to Section 3.14 is effected, in
each case on a date that is after any Record Date and on or prior to the next
succeeding Payment Date, Contract Adjustment Payments on the Purchase Contract
underlying such Unit otherwise payable on such Payment Date shall be payable on
such Payment Date notwithstanding such Cash Settlement, Early Settlement,
Merger Early Settlement, Collateral Substitution or establishment or
re-establishment of Normal Units, and such Contract Adjustment Payments shall,
subject to the receipt thereof by the Agent, be paid to the Person in whose
name the Certificate evidencing such Unit (or one or more Predecessor
Certificates) was registered at the close of business on such Record Date.  Except as otherwise expressly provided in
the immediately preceding sentence, in the case of any Unit with respect to
which Cash Settlement, Early Settlement or Merger Early Settlement of the
underlying Purchase Contract is effected on the Business Day immediately
preceding the Stock Purchase Date, an Early Settlement Date or Merger Early
Settlement Date, as the case may be, or with respect to which a Collateral
Substitution or an establishment or re-establishment of a Normal Unit has been
effected, Contract Adjustment Payments, if any, that would otherwise be payable
after the Early Settlement Date, or Merger Early Settlement Date, Collateral
Substitution or such establishment or re-establishment with respect to such
Purchase Contract shall not be payable.


 


(e)           The Company’s
obligations with respect to Contract Adjustment Payments (including any accrued
or Deferred Contract Adjustment Payments), will be subordinate and junior in
right of payment to the Company’s obligations under any Senior Indebtedness.


 


SECTION
5.3          Deferral of Contract
Adjustment Payments.


 


(a)           The Company shall have
the right, at any time prior to the Stock Purchase Date, to defer the payment
of any or all of the Contract Adjustment Payments otherwise payable on any
Payment Date, but only if the Company shall give the Holders and the Agent
written notice


 


34

















 


of its election to defer each such deferred Contract Adjustment Payment
(specifying the amount to be deferred) at least ten Business Days prior to the
earlier of


 


(i)            the next succeeding
Payment Date or


 


(ii)           the date the Company is
required to give notice of the Record Date or Payment Date with respect to
payment of such Contract Adjustment Payments to the NYSE or other applicable
self-regulatory organization or to Holders of the Units, but in any event not
less than one Business Day prior to such Record Date.


 


Any Contract Adjustment Payments so deferred shall, to the extent
permitted by law, accrue additional Contract Adjustment Payments thereon at the
rate of            % per
year (computed on the basis of a 360-day year of twelve 30-day months),
compounding on each succeeding Payment Date, until paid in full (such deferred
installments of Contract Adjustment Payments, if any, together with the
additional Contract Adjustment Payments, if any, accrued thereon, are referred
to herein as the “Deferred Contract Adjustment Payments”).  Deferred Contract Adjustment Payments, if
any, shall be due on the next succeeding Payment Date except to the extent that
payment is deferred pursuant to this Section 5.3.  No Contract Adjustment Payments may be
deferred to a date that is after the Stock Purchase Date and no such deferral
period may end other than on a Payment Date. 
If the Purchase Contracts are terminated upon the occurrence of a
Termination Event, the Holder’s right to receive Contract Adjustment Payments,
if any, and Deferred Contract Adjustment Payments will terminate.


 


(b)           In the event that the
Company elects to defer the payment of Contract Adjustment Payments on the
Purchase Contracts until a Payment Date prior to the Stock Purchase Date, then
all Deferred Contract Adjustment Payments, if any, shall be payable to the
registered Holders as of the close of business on the Record Date immediately
preceding such Payment Date.


 


(c)           In the event that the
Company elects to defer the payment of Contract Adjustment Payments on the
Purchase Contracts until the Stock Purchase Date, each Holder will receive on
the Stock Purchase Date in lieu of a cash payment a number of shares of Common
Stock (in addition to a number of shares of Common Stock equal to the
Settlement Rate) equal to (A) the aggregate amount of Deferred Contract
Adjustment Payments payable to such Holder divided by (B) the Applicable
Market Value.


 


(d)           No fractional shares of
Common Stock will be issued by the Company with respect to the payment of
Deferred Contract Adjustment Payments on the Stock Purchase Date.  In lieu of fractional shares otherwise
issuable with respect to such payment of Deferred Contract Adjustment Payments,
the Holder will be entitled to receive an amount in cash as provided in
Section 5.12.


 


(e)           In the event the Company
exercises its option to defer the payment of Contract Adjustment Payments, then
until the Deferred Contract Adjustment Payments have been paid, the Company
shall not, and will not permit any subsidiary of the Company to, declare or pay
dividends on, make distributions with respect to, or redeem, purchase or
acquire, or make a liquidation payment with respect to, any of the Company’s
Capital Stock other than:


 


35

















 


(i)            purchases, redemptions
or acquisitions of shares of the Company’s Capital Stock in connection with any
employment contract, benefit plan or other similar arrangement with or for the
benefit of employees, officers, directors or agents or a stock purchase or
dividend reinvestment plan, or the satisfaction by the Company of its
obligations pursuant to any contract or security outstanding on the date the
Company exercises its right to defer the payment of Contract Adjustment
Payments;


 


(ii)           as a result of a
reclassification of the Company’s Capital Stock or the exchange or conversion
of one class or series of the Company’s Capital Stock for another class or
series of the Company’s Capital Stock;


 


(iii)          the purchase of
fractional interests of the Company’s Capital Stock pursuant to the conversion
or exchange provisions of such Capital Stock or the security being converted or
exchanged;


 


(iv)          dividends or
distributions in any series of the Company’s Capital Stock (or rights to
acquire the Company’s Capital Stock) or repurchases, acquisitions or
redemptions of the Company’s Capital Stock in connection with the issuance or
exchange of any series of the Company’s Capital Stock (or securities
convertible into or exchangeable for shares of the Company’s Capital Stock); or


 


(v)           redemptions, exchanges
or repurchases of any rights outstanding under a shareholder rights plan or the
declaration or payment thereunder of a dividend or distribution of or with
respect to rights in the future.


 


SECTION 5.4          Payment of Purchase
Price; Remarketing.


 


(a)           Unless a Tax Event
Redemption, successful remarketing of the Notes pursuant to the provisions of
this Section 5.4, Termination Event, Merger Early Settlement or Early
Settlement has occurred, each Holder of a Normal Unit may pay in cash (“Cash
Settlement”) the Purchase Price for the shares of Common Stock to be purchased
pursuant to a Purchase Contract if such Holder notifies the Agent by use of a
notice in substantially the form of Exhibit E hereto of its intention to
make a Cash Settlement.  Such notice
shall be made at or prior to 5:00 p.m., New York City time, on the seventh
Business Day immediately preceding the Stock Purchase Date.  The Agent shall promptly notify the
Collateral Agent of the receipt of such a notice from a Holder intending to
make a Cash Settlement.


 


(i)            A Holder of a Normal
Unit who has so notified the Agent of its intention to make a Cash Settlement
is required to pay the Purchase Price to the Collateral Agent prior to
11:00 a.m., New York City time, on the Business Day immediately preceding
the Stock Purchase Date in lawful money of the United States by certified or
cashiers’ check or wire transfer, in each case in immediately available funds
payable to or upon the order of the Company. 
Any cash received by the Collateral Agent will be paid to the Company on
the Stock Purchase Date in settlement of the Purchase Contract in accordance
with the terms of this Agreement and the Pledge Agreement.


 


(ii)           If a Holder of a Normal
Unit fails to notify the Agent of its intention to make a Cash Settlement in
accordance with paragraph (a)(i) above, such failure shall


 


36

















 


constitute an event of default and the Holder shall be deemed to have
consented to the disposition of the Pledged Notes pursuant to the remarketing
as described in paragraph (b) below. 
If a Holder of a Normal Units does notify the Agent as provided in
paragraph (a)(i) above of its intention to pay the Purchase Price in cash, but
fails to make such payment as required by paragraph (a)(i) above, such failure
shall also constitute an event of default; however, the Notes of such a Holder
will not be remarketed but instead the Collateral Agent, for the benefit of the
Company, will exercise its rights as a secured party with respect to such
Notes, including but not limited to those rights specified in subsection (b)(iii)
below.


 


(b)           (i)  The
Company has engaged
                      
(or any successor thereto, the “Remarketing Agent”) pursuant to the Remarketing
Agreement to remarket the Notes of Holders of Normal Units, other than Holders
that have elected not to participate in the remarketing pursuant to the
procedures set forth in clause (iv) below, and holders of Separate Notes that
have elected to participate in the remarketing pursuant to the procedures set
forth in Section 4.5(d) of the Pledge Agreement.  On the seventh Business Day prior to the first day of a
Remarketing Period, the Agent shall give Holders of Normal Units and holders of
Separate Notes notice of the remarketing in a daily newspaper in the English
language of general circulation in The City of New York, which is expected to
be The Wall Street Journal, including the specific U.S. Treasury security or
securities (including the CUSIP number and/or the principal terms of such
Treasury security or securities) described in clause (iv) below, that must
be delivered by Holders of Normal Units that elect not to participate in the
remarketing pursuant to clause (iv) below, no later than 10:00 a.m.,
New York City time, on the fourth Business Day preceding the first day of a
Remarketing Period.  The Company or the
Agent, at the Company’s request, shall request not later than seven nor more
than 15 calendar days prior to any Remarketing Period, that the Clearing Agency
notify the Clearing Agency Participants of such Remarketing Period.  The Agent shall notify, by 10:00 a.m.,
New York City time, on the third Business Day preceding the first day of a
Remarketing Period, the Remarketing Agent and the Collateral Agent of the
aggregate number of Notes of Normal Unit Holders to be remarketed.  On the third Business Day preceding the
first day of a Remarketing Period, no later than by 10:00 a.m. New York
City time, pursuant to the terms of the Pledge Agreement, the Custodial Agent
will notify the Remarketing Agent of the aggregate number of Separate Notes to
be remarketed.  No later than 10:00
a.m., New York City time, on the Business Day immediately preceding the first
day of a Remarketing Period, the Collateral Agent and the Custodial Agent,
pursuant to the terms of the Pledge Agreement, will deliver for remarketing to
the Remarketing Agent all Notes to be remarketed.  Upon receipt of such notice from the Agent and the Custodial
Agent and such Notes from the Collateral Agent and the Custodial Agent, the
Remarketing Agent will, on the Remarketing Date, use commercially reasonable
best efforts to sell such Notes on such date at a price equal to at least 100.
      % of the Remarketing Value.  The Remarketing Agent will use the proceeds
from a successful remarketing to purchase the appropriate U.S. Treasury securities
(the “Agent-purchased Treasury Consideration”) with the CUSIP numbers, if any,
selected by the Remarketing Agent, described in clauses (i) and (ii) of the
definition of Remarketing Value related to the Notes of Holders of Normal Units
that were remarketed.  On or prior to
the third Business Day following the Remarketing Date or any Subsequent
Remarketing Date, the Remarketing Agent shall deliver such Agent-purchased
Treasury Consideration to the Agent, which shall thereupon deliver such
Agent-purchased Treasury Consideration to the Collateral Agent.  The Collateral Agent, for the benefit of the
Company, will thereupon apply such Agent-


 


37

















 


purchased Treasury Consideration, in accordance with the Pledge
Agreement, to secure such Holders’ obligations under the Purchase
Contracts.  In the event of a successful
remarketing pursuant to this Section 5.4, the Remarketing Agent will deduct as
a remarketing fee an amount not exceeding
            basis points
(.        %) of the total proceeds from
the remarketing (the “Remarketing Fee”). 
The Remarketing Agent will remit (1) the portion of the proceeds
from the remarketing attributable to the Separate Notes to the holders of
Separate Notes that were remarketed and (2) the remaining portion of the
proceeds, less those proceeds used to purchase the Agent-purchased Treasury
Consideration, to the Holders of the Normal Units that were remarketed, all
determined on a pro rata basis, in each case, on or prior to the third Business
Day following the Remarketing Date or any Subsequent Remarketing Date.  Holders whose Notes are so remarketed will
not otherwise be responsible for the payment of any Remarketing Fee in
connection therewith.


 


(i)            If,
in spite of using commercially reasonable best efforts, the Remarketing Agent
cannot remarket the Notes included in the remarketing at a price equal to at
least 100.      % of the Remarketing Value on the
Remarketing Date, the Remarketing Agent will use commercially reasonable best
efforts to establish a Remarketing Rate meeting these requirements on each of
the two immediately following Business Days. 
If the Remarketing Agent cannot establish a Remarketing Rate meeting
these requirements on either of those days, it will use commercially reasonable
efforts to establish such a Remarketing Rate on each of the three Business Days
immediately preceding
                      .  If the Remarketing Agent cannot establish
such a Remarketing Rate either on any of the two Business Days immediately
following the Remarketing Date or on any of the three Business Days immediately
preceding
                      ,
the remarketing in each such period will be deemed to have failed (each, a
“Failed Remarketing”).  If the
Remarketing Agent cannot establish such a Remarketing Rate on any of the three
Business Days immediately preceding
                      ,
the Remarketing Agent will further attempt to establish such a Remarketing Rate
on the third Business Day immediately preceding the Stock Purchase Date.  If, in spite of using commercially
reasonable best efforts, the Remarketing Agent fails to remarket the Notes
underlying the Normal Units at a price equal to at least
100.     % of the Remarketing Value in accordance with
the terms of the Pledge Agreement by 4:00 p.m., New York City time, on the
third Business Day immediately preceding the Stock Purchase Date, the “Last
Failed Remarketing” will be deemed to have occurred.  Within three Business Days following the date of a Failed
Remarketing or the Last Failed Remarketing, as the case may be, the Remarketing
Agent shall return any Notes delivered to it to the Collateral Agent and the
Custodial Agent, as applicable.  The
Collateral Agent, for the benefit of the Company, may exercise its rights as a secured
party with respect to such Notes, including those actions specified in
subsection (b)(iii) below; provided, that if upon the Last Failed
Remarketing, the Collateral Agent exercises such rights for the benefit of the
Company with respect to such Notes, any accumulated and unpaid interest on such
Notes will become payable by the Company to the Agent for payment to the Holder
of the Normal Units to which such Notes relate.  Such payment will be made by the Company on or prior to
11:00 a.m., New York City time, on the Stock Purchase Date in lawful money
of the United States by certified or cashier’s check or wire transfer in
immediately available funds payable to or upon the order of the Agent.  The Company will cause a notice of any
Failed Remarketing and of the Last Failed Remarketing to be published on the
fourth Business Day following each Failed Remarketing and the Last Failed
Remarketing, as the case may be, in a daily newspaper in the English language
of


 


38

















 


general circulation in The City of New York, which is expected to be
The Wall Street Journal.  The Company
will also release this information by means of Bloomberg and Reuters newswire.


 


(iii)          With respect to any Notes which constitute
part of Normal Units which are subject to the Last Failed Remarketing, the
Collateral Agent for the benefit of the Company reserves all of its rights as a
secured party with respect thereto and, subject to applicable law and
Section 5.4(e) below, may, among other things, retain such Notes in full
satisfaction of the Holders’ obligations under the Purchase Contracts or sell
such Notes in one or more public or private sales or otherwise.


 


(iv)          A
Holder of Normal Units may elect not to participate in the remarketing and
retain the Notes underlying such Units by notifying the Agent of such election
and delivering the specific U.S. Treasury security or securities (including the
CUSIP number and/or the principal terms of such security or securities)
identified by the Agent that constitute the U.S. Treasury securities described
in clauses (i) and (ii) of the definition of Remarketing Value relating to the
retained Notes (as if only such Notes were being remarketed) (the “Opt-out
Treasury Consideration”) to the Agent not later than 10:00 a.m., New York
City time, on the fourth Business Day prior to the first day of a Remarketing
Period.  Upon receipt thereof by the
Agent, the Agent shall deliver such Opt-out Treasury Consideration to the
Collateral Agent, which will, for the benefit of the Company, thereupon apply
such Opt-out Treasury Consideration to secure such Holder’s obligations under
the Purchase Contracts.  On the first
Business Day immediately preceding the first day of a Remarketing Period, the
Collateral Agent, pursuant to the terms of the Pledge Agreement, will deliver
the Pledged Notes of such Holder to the Agent. 
Within three Business Days following the last day of a Remarketing
Period, (A) if the remarketing was successful, the Agent shall distribute
such Notes to the Holders thereof, and (B) if there was a Failed
Remarketing, the Agent will deliver such Notes to the Collateral Agent, which
will, for the benefit of the Company, thereupon apply such Notes to secure such
Holders’ obligations under the Purchase Contract and return the Opt-out
Treasury Consideration delivered by such Holders to such Holders.  A Holder that does not so deliver the
Opt-out Treasury Consideration or does not so notify the Agent of its election
to not participate in the remarketing pursuant to this clause (iv) shall be
deemed to have elected to participate in the remarketing.


 


(c)           Upon the maturity of the
Pledged Treasury Securities underlying the Stripped Units and the Pledged
Treasury Consideration or Pledged Applicable Ownership Interest in the Treasury
Portfolio, as the case may be, underlying the Normal Units, on the Stock
Purchase Date, the Collateral Agent shall remit to the Company an amount equal
to the aggregate Purchase Price applicable to such Units, as payment for the
Common Stock issuable upon settlement thereof without receiving any
instructions from the Holders of such Units. 
In the event the payments in respect of the Pledged Treasury Securities,
Pledged Treasury Consideration or Pledged Applicable Ownership Interest in the Treasury
Portfolio underlying a Unit is in excess of the Purchase Price of the Purchase
Contract being settled thereby, the Collateral Agent will distribute such
excess to the Agent for the benefit of the Holder of such Unit when received.


 


(d)           Any distribution to
Holders of excess funds and interest described in Section 5.4 (b) and (c)
above shall be payable at the Corporate Trust Office or, at the option of the
Holder or the holder of Separate Notes, as applicable, by check mailed to the
address of the Person entitled


 


39

















 


thereto at such address as it appears on the Register or by wire
transfer to an account appropriately specified by the Holder or the holder of
Separate Notes, as applicable.


 


(e)           The obligations of each
Holder to pay the Purchase Price are non-recourse obligations and except to the
extent paid by Early Settlement or Merger Early Settlement, 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 such
proceeds and the Purchase Price.


 


(f)            Notwithstanding
anything to the contrary herein, the Company shall not be obligated to issue
any shares of Common Stock in respect of a Purchase Contract or deliver any
certificates therefor to the Holder of the related Unit unless the Company
shall have received payment in full of the aggregate Purchase Price for the
shares of Common Stock to be purchased thereunder by such Holder in the manner
herein set forth.


 


SECTION 5.5          Issuance of Shares of
Common Stock.


 


Unless a
Termination Event shall have occurred on or prior to the Stock Purchase Date or
an Early Settlement or a Merger Early Settlement shall have occurred, on the
Stock Purchase Date, upon the Company’s receipt of payment in full of the
Purchase Price for the shares of Common Stock purchased by the Holders pursuant
to the foregoing provisions of this Article and subject to Section 5.6(b),
the Company shall issue and deposit with the Agent, for the benefit of the
Holders of the Outstanding Units, one or more certificates representing the
newly issued shares of Common Stock registered in the name of the Agent (or its
nominee) as custodian for the Holders (such certificates for shares of Common
Stock, together with any dividends or distributions for which both a record
date and payment date for such dividend or distribution has occurred after the
Stock Purchase 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 Agent on or after the Stock Purchase Date, together with
settlement instructions thereon duly completed and executed, the Holder of such
Certificate shall be entitled to receive in exchange therefor a certificate
representing that number of whole shares of Common Stock which such Holder is
entitled to receive pursuant to the provisions of this Article V (after taking
into account all Units then held by such Holder) together with cash in lieu of
fractional shares as provided in Section 5.12 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 Agent.  If any shares of
Common Stock issued in respect of a Purchase Contract are to be registered to a
Person other than the Person in whose name the Certificate evidencing such
Purchase Contract is registered, no such registration shall be made unless the
Person requesting such registration has paid any transfer and other taxes
required by reason of such registration in a name other than that of the
registered Holder of such Certificate or has established to the satisfaction of
the Company that such tax either has been paid or is not payable.


 


40

















 


SECTION
5.6          Adjustment of Settlement
Rate.


 


(a)           Adjustments for
Dividends, Distributions, Stock Splits, Etc.


 


(1)           Stock
Dividends.  In case the Company
shall pay or make a dividend or other distribution on the Common Stock in
Common Stock, the Settlement Rate, in effect at the opening of business on the
day following the date fixed for the determination of stockholders entitled to
receive such dividend or other distribution shall be increased by dividing such
Settlement Rate by a fraction of which the numerator shall be the number of
shares of Common Stock outstanding at the close of business on the date fixed
for such determination and the denominator shall be the sum of such number of
shares and the total number of shares constituting such dividend or other
distribution, such increase to become effective immediately after the opening
of business on the day following the date fixed for such determination.  For the purposes of this paragraph (1), the
number of shares of Common Stock at any time outstanding shall not include
shares held in the treasury of the Company but shall include any shares
issuable in respect of any scrip certificates issued in lieu of fractions of
shares of Common Stock.  The Company
will not pay any dividend or make any distribution on shares of Common Stock
held in the treasury of the Company.


 


(2)           Stock
Purchase Rights.  In case the
Company shall issue rights, options or warrants to all holders of its Common
Stock (that are not available on an equivalent basis to Holders of the Units
upon settlement of the Purchase Contracts underlying such Units) entitling them
to subscribe for or purchase shares of Common Stock at a price per share less
than the Current Market Price per share of the Common Stock on the date fixed
for the determination of stockholders entitled to receive such rights, options
or warrants (other than pursuant to any dividend reinvestment, share purchase
or similar plan), the Settlement Rate in effect at the opening of business on
the day following the date fixed for such determination shall be increased by
dividing such Settlement Rate by a fraction, the numerator of which shall be
the number of shares of Common Stock outstanding at the close of business on
the date fixed for such determination plus the number of shares of Common Stock
which the aggregate of the offering price of the total number of shares of
Common Stock so offered for subscription or purchase would purchase at such
Current Market Price and the denominator of which shall be the number of shares
of Common Stock outstanding at the close of business on the date fixed for such
determination plus the number of shares of Common Stock so offered for
subscription or purchase, such increase to become effective immediately after
the opening of business on the day following the date fixed for such
determination.  For the purposes of this
paragraph (2), the number of shares of Common Stock at any time outstanding
shall not include shares held in the treasury of the Company but shall include
any shares issuable in respect of any scrip certificates issued in lieu of
fractions of shares of Common Stock. 
The Company shall not issue any such rights, options or warrants in respect
of shares of Common Stock held in the treasury of the Company.


 


(3)           Stock
Splits; Reverse Splits.  In case
outstanding shares of Common Stock shall be subdivided or split into a greater
number of shares of Common Stock, the Settlement Rate in effect at the opening
of business on the day following the day upon which such subdivision or split
becomes effective shall be proportionately increased, and, conversely, in case
outstanding shares of Common Stock shall each be combined into a smaller number
of shares of


 


41

















 


Common Stock, the Settlement Rate in effect at the opening of business
on the day following the day upon which such combination becomes effective
shall be proportionately reduced, such increase or reduction, as the case may
be, to become effective immediately after the opening of business on the day
following the day upon which such subdivision, split or combination becomes
effective.


 


(4)           Debt
or Asset Distributions.  (i) In case
the Company shall, by dividend or otherwise, distribute to all holders of its
Common Stock evidences of its indebtedness or assets (including securities, but
excluding any rights or warrants referred to in paragraph (2) of this Section,
any dividend or distribution paid exclusively in cash 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 paragraph, or dividend or other distribution referred
to in paragraph (1) of this Section), the Settlement Rate shall be adjusted so
that the same shall equal the rate determined by dividing the Settlement Rate
in effect immediately prior to the close of business on the date fixed for the
determination of stockholders entitled to receive such distribution by a
fraction, the numerator of which shall be the Current Market Price per share of
the Common Stock on the date fixed for such determination less the then fair
market value (as determined by the Board of Directors, whose determination
shall be conclusive and described in a Board Resolution) of the portion of the
assets or evidences of indebtedness so distributed applicable to one share of
Common Stock and the denominator of which shall be such Current Market Price
per share of the Common Stock, such adjustment to become effective immediately
prior to the opening of business on the day following the date fixed for the
determination of stockholders entitled to receive such distribution.  In any case in which this paragraph (4) is applicable,
paragraphs (1) and (2) of this Section shall not be applicable.


 


(ii)           In
the case of a Spin-Off, the Settlement Rate in effect immediately before the
close of business on the record date fixed for determination of stockholders
entitled to receive that distribution will be increased by multiplying the
Settlement Rate by a fraction, the numerator of which is the Current Market
Price per share of the Common Stock plus the Fair Market Value of the portion
of those shares of Capital Stock or similar equity interests so distributed
applicable to one share of Common Stock and the denominator of which is the
Current Market Price per share of the Common Stock.  Any adjustment to the settlement rate under this paragraph 4(ii)
will occur on the date that is the earlier of (1) the tenth Trading Day
following the effective date of the Spin-Off and (2) the date of the
securities being offered in the Initial Public Offering of the Spin-Off, if
that Initial Public Offering is effected simultaneously with the Spin-Off.


 


(5)           Cash
Distributions.  In case the Company
shall, (i) by dividend or otherwise, distribute to all holders of its
Common Stock cash (excluding any cash that is distributed in a Reorganization
Event to which Section 5.6(b) applies or as part of a distribution
referred to in paragraph (4) of this Section) in an aggregate amount that, when
combined together with (ii) the aggregate amount of any other
distributions to all holders of its Common Stock made exclusively in cash
(other than regular quarterly cash dividends) within the 12 months preceding
the date of payment of such distribution and in respect of which no adjustment
pursuant to this paragraph (5) or paragraph (6) of this Section has been made
and (iii) the aggregate of any cash plus the fair market value, as of the
date of the expiration of the tender or


 


42

















 


exchange offer referred to below (as determined by the Board of
Directors, whose determination shall be conclusive and described in a Board
Resolution), of consideration payable in respect of any tender or exchange
offer (other than consideration payable in respect of any odd lot tender offer)
by the Company or any of its subsidiaries for all or any portion of the Common
Stock concluded within the 12 months preceding the date of payment of the
distribution described in clause (i) above and in respect of which no
adjustment pursuant to this paragraph (5) or paragraph (6) of this Section has
been made, exceeds 15% of the product of the Current Market Price per share of
the Common Stock on the date for the determination of holders of shares of
Common Stock entitled to receive such distribution times the number of shares
of Common Stock outstanding on such date, then, and in each such case, immediately
after the close of business on such date for determination, the Settlement Rate
shall be increased so that the same shall equal the rate determined by dividing
the Settlement Rate in effect immediately prior to the close of business on the
date fixed for determination of the stockholders entitled to receive such
distribution by a fraction (A) the numerator of which shall be equal to
the Current Market Price per share of the Common Stock on the date fixed for
such determination less an amount equal to the quotient of (x) the
combined amount distributed or payable in the transactions described in clauses
(i), (ii) and (iii) above and (y) the number of shares of Common Stock
outstanding on such date for determination and (B) the denominator of
which shall be equal to the Current Market Price per share of the Common Stock
on such date for determination.


 


(6)           Tender
Offers.  In case (i) a tender
or exchange offer made by the Company or any subsidiary of the Company for all
or any portion of the Common Stock shall expire and such tender or exchange
offer (as amended upon the expiration thereof) shall require the payment to
stockholders (based on the acceptance (up to any maximum specified in the terms
of the tender or exchange offer) of Purchased Shares (as defined below)) of an
aggregate consideration having a fair market value (as determined by the Board
of Directors, whose determination shall be conclusive and described in a Board
Resolution) that when combined together with (ii) the aggregate of the cash
plus the fair market value (as determined by the Board of Directors, whose
determination shall be conclusive and described in a Board Resolution), as of
the expiration of such tender or exchange offer (other than consideration
payable in respect of any odd lot tender offer), of consideration payable in
respect of any other tender or exchange offer, by the Company or any subsidiary
of the Company for all or any portion of the Common Stock expiring within the
12 months preceding the expiration of such tender or exchange offer and in
respect of which no adjustment pursuant to paragraph (5) of this Section or
this paragraph (6) has been made and (iii) the aggregate amount of any
distributions to all holders of the Company’s Common Stock made exclusively in cash
(other than regular quarterly cash dividends) within the 12 months preceding
the expiration of such tender or exchange offer and in respect of which no
adjustment pursuant to paragraph (5) of this Section or this paragraph (6) has
been made, exceeds 15% of the product of the Current Market Price per share of
the Common Stock as of the last time (the “Expiration Time”) tenders could have
been made pursuant to such tender or exchange offer (as it may be amended)
times the number of shares of Common Stock outstanding (including any tendered
shares) on the Expiration Time, then, and in each such case, immediately prior
to the opening of business on the day after the date of the Expiration Time,
the Settlement Rate shall be adjusted so that the same shall equal the rate
determined by dividing the Settlement Rate immediately prior to the close of
business on the date of the Expiration Time by a fraction (A) the
numerator of which shall be equal to (x) the product of (I) the
Current Market Price per share of the Common Stock on the date of the


 


43

















 


Expiration Time and (II) the number of shares of Common Stock
outstanding (including any tendered shares) on the Expiration Time less
(y) the amount of cash plus the fair market value (determined as
aforesaid) of the aggregate consideration payable to stockholders based on the
transactions described in clauses (i), (ii) and (iii) above (assuming in the
case of clause (i) the acceptance, up to any maximum specified in the terms of
the tender or exchange offer, of Purchased Shares), and (B) the
denominator of which shall be equal to the product of (x) the Current
Market Price per share of the Common Stock as of the Expiration Time and
(y) the number of shares of Common Stock outstanding (including any
tendered shares) as of the Expiration Time less the number of all shares
validly tendered and not withdrawn as of the Expiration Time (the shares deemed
so accepted, up to any such maximum, being referred to as the “Purchased Shares”).


 


(7)           Reclassification.  The reclassification of Common Stock into
securities including securities other than Common Stock (other than any
reclassification upon a Reorganization Event to which Section 5.6(b)
applies) shall be deemed to involve (i) a distribution of such securities
other than Common Stock to all holders of Common Stock (and the effective date
of such reclassification shall be deemed to be “the date fixed for the
determination of stockholders entitled to receive such distribution” and “the date
fixed for such determination” within the meaning of paragraph (4) of this
Section), and (ii) a subdivision, split or combination, as the case may
be, of the number of shares of Common Stock outstanding immediately prior to
such reclassification into the number of shares of Common Stock outstanding
immediately thereafter (and the effective date of such reclassification shall
be deemed to be “the day upon which such subdivision or split becomes
effective” or “the day upon which such combination becomes effective”, as the
case may be, and “the day upon which such subdivision, split or combination
becomes effective” within the meaning of paragraph (3) of this Section).


 


(8)           Current
Market Price.  The “Current Market
Price” per share of the Common Stock means (a) on any day the average of
the Closing Prices for the five consecutive Trading Days selected by the
Company commencing not more than 20 Trading Days before, and ending not later
than, the earlier of the day preceding the day in question and the day before
the “ex date” with respect to the issuance or distribution requiring such
computation, (b) in the case of any Spin-Off that is effected
simultaneously with an Initial Public Offering of the securities being
distributed in the Spin-Off, the Closing Price of the Common Stock on the
Trading Day on which the initial public offering price of the securities being
distributed in the Spin-Off is determined, and (c) in the case of any
other Spin-Off, the average of the Closing Prices of the Common Stock over the
first 10 Trading Days after the effective date of such Spin-Off.  For purposes of this paragraph, the term “ex
date,” when used with respect to any issuance or distribution, shall mean the
first date on which the Common Stock trades regular way on such exchange or in
such market without the right to receive such issuance or distribution.


 


(9)           Calculation
of Adjustments.  All adjustments to
the Settlement Rate shall be calculated to the nearest 1/10,000th of a share of
Common Stock (or if there is not a nearest 1/10,000th of a share to the next
lower 1/10,000th of a share).  No
adjustment in the Settlement Rate shall be required unless such adjustment
would require an increase or decrease of at least one percent therein;
provided, however, that any adjustments which by reason of this subparagraph
are not required to be made shall be carried forward and taken into account in
any


 


44

















 


subsequent adjustment.  If an
adjustment is made to the Settlement Rate pursuant to paragraph (1), (2), (3),
(4), (5), (6), (7) or (10) of this Section 5.6(a), an adjustment shall
also be made to the Applicable Market Value solely to determine which of
clauses (i), (ii) or (iii) of the definition of Settlement Rate in Section 5.1(a)
will apply on the Stock Purchase Date. 
Such adjustment shall be made by multiplying the Applicable Market Value
by a fraction, the numerator of which shall be the Settlement Rate immediately
after such adjustment pursuant to paragraph (1), (2), (3), (4), (5), (6), (7)
or (10) of this Section 5.6(a) and the denominator of which shall be the
Settlement Rate immediately before such adjustment; provided, however, that if
such adjustment to the Settlement Rate is required to be made pursuant to the
occurrence of any of the events contemplated by paragraph (1), (2), (3), (4),
(5), (7) or (10) of this Section 5.6(a) during the period taken into
consideration for determining the Applicable Market Value, appropriate and
customary adjustments shall be made to the Settlement Rate.


 


(10)         Increase of Settlement Rate.  The Company may make such increases in the
Settlement Rate, in addition to those required by this Section, as it considers
to be advisable in order to avoid or diminish any income tax to any holders of shares
of Common Stock resulting from any dividend or distribution of stock or
issuance of rights or warrants to purchase or subscribe for stock or from any
event treated as such for income tax purposes or for any other reasons.


 


(b)           Adjustment for Consolidation,
Merger or Other Reorganization Event.


 


In the event of


 


(1)           any
consolidation or merger of the Company with or into another Person (other than
a merger or consolidation in which the Company is the continuing corporation
and in which the Common Stock outstanding immediately prior to the merger or
consolidation is not exchanged for cash, securities or other property of the
Company or another corporation),


 


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


 


(3)           any
statutory exchange of securities of the Company with another Person (other than
in connection with a merger or acquisition), or


 


(4)           any
liquidation, dissolution or winding up of the Company other than as a result of
or after the occurrence of a Termination Event (any such event, a
“Reorganization Event”), each share of Common Stock covered by each Purchase
Contract forming a part of a Unit immediately prior to such Reorganization
Event shall, after such Reorganization Event, be converted for purposes of the
Purchase Contract into the kind and amount of securities, cash and other
property receivable in such Reorganization Event (without any interest thereon,
and without any right to dividends or distribution thereon which have a record
date that is prior to the Stock Purchase Date) per share of Common Stock by a
holder of Common Stock that (i) is not a Person with which the Company
consolidated or into which the Company merged or which merged into the Company
or to which such sale or transfer was made, as the case may be (any such
Person, a “Constituent Person”), or an Affiliate of a Constituent Person to the
extent such Reorganization Event provides for different treatment of Common
Stock held by Affiliates of the


 


45

















 


Company and non-Affiliates, and (ii) failed to exercise his rights
of election, if any, as to the kind or amount of securities, cash and other
property receivable upon such Reorganization Event (provided that if the kind
or amount of securities, cash and other property receivable upon such
Reorganization Event is not the same for each share of Common Stock held
immediately prior to such Reorganization Event by other than a Constituent Person
or an Affiliate thereof and in respect of which such rights of election shall
not have been exercised (“Non-electing Share”), then for the purpose of this
Section the kind and amount of securities, cash and other property receivable
upon such Reorganization Event by each Non-electing Share shall be deemed to be
the kind and amount so receivable per share by a plurality of the Non-electing
Shares).  On the Stock Purchase Date,
the Settlement Rate then in effect will be applied to the value on the Stock
Purchase Date of such securities, cash or other property.


 


In the event of
such a Reorganization Event, the Person formed by such consolidation, merger or
exchange or the Person which acquires the assets of the Company or, in the
event of a liquidation or dissolution of the Company, the Company or a
liquidating trust created in connection therewith, shall execute and deliver to
the Agent an agreement supplemental hereto providing that the Holder of each
Outstanding Unit shall have the rights provided by this Section 5.6.  Such supplemental agreement shall provide
for adjustments which, for events subsequent to the effective date of such
supplemental agreement, shall be as nearly equivalent as may be practicable to
the adjustments provided for in this Section. 
The above provisions of this Section shall similarly apply to successive
Reorganization Events.


 


SECTION 5.7          Notice of Adjustments
and Certain Other Events.


 


(a)           Whenever the Settlement
Rate is adjusted as herein provided, the Company shall:


 


(i)            forthwith compute the
Settlement Rate in accordance with Section 5.6 and prepare and transmit to
the Agent a Company Certificate setting forth the Settlement Rate, the method
of calculation thereof in reasonable detail, and the facts requiring such
adjustment and upon which such adjustment is based; and


 


(ii)           as soon as practicable
following the occurrence of an event that requires or permits an adjustment to
the Settlement Rate pursuant to Section 5.6 (or if the Company is not
aware of such occurrence, as soon as practicable after becoming so aware),
provide a written notice to the Agent of the occurrence of such event and a
statement setting forth in reasonable detail the method by which the adjustment
to the Settlement Rate was determined and setting forth the adjusted Settlement
Rate.


 


(b)           The Agent shall not at
any time be under any duty or responsibility to any Holder of Units to
determine whether any facts exist which may require any adjustment of the
Settlement Rate, or with respect to the nature or extent or calculation of any
such adjustment when made, or with respect to the method employed in making the
same.  The Agent shall not be
accountable with respect to the validity or value (or the kind or amount) of
any shares of Common Stock, or of any securities or property, which may at the
time be issued or delivered with respect to any Purchase Contract, and the
Agent makes no representation with respect thereto.  The Agent shall not be responsible for any failure of the Company
to issue, transfer or


 


46

















 


deliver any shares of Common Stock pursuant to a Purchase Contract or
to comply with any of the duties, responsibilities or covenants of the Company
contained in this Article.


 


SECTION 5.8          Termination Event; Notice.


 


The Purchase
Contracts and all obligations and rights of the Company and the Holders
thereunder, including, without limitation, the rights of Holders to receive
accumulated Contract Adjustment Payments, if any, or any Deferred Contract
Adjustment Payments and obligations of the Holders to purchase Common Stock,
will immediately and automatically terminate, without the necessity of any
notice or action by any Holder, the Agent or the Company, if, on or prior to
the Stock Purchase Date, a Termination Event shall have occurred.  Upon and after the occurrence of a
Termination Event, the Normal Units shall thereafter represent the right to
receive the Notes or the appropriate Treasury Consideration or Applicable Ownership
Interest in the Treasury Portfolio, as the case may be, forming a part of such
Normal Units, and the Stripped Units shall thereafter represent the right to
receive the Treasury Securities forming a part of such Stripped Units, in each
case in accordance with the provisions of Section 4.3 of the Pledge
Agreement.  Upon the occurrence of a
Termination Event, the Company shall promptly but in no event later than two
Business Days thereafter give written notice to the Agent, the Collateral Agent
and to the Holders, at their addresses as they appear in the Register.


 


SECTION
5.9          Early Settlement.


 


(a)           Subject to and upon
compliance with the provisions of this Section 5.9, Purchase Contracts
underlying Units having an aggregate Stated Amount equal to $1,000 or an
integral multiple thereof, may, at the option of the Holder thereof, be settled
early (“Early Settlement”) on or prior to 10:00 a.m., New York City time, on
the seventh Business Day immediately preceding the Stock Purchase Date.  In order to exercise the right to effect
Early Settlement with respect to any Purchase Contracts, the Holder of the
Certificate evidencing the related Units shall deliver such Certificate to the
Agent at the Corporate Trust Office duly endorsed for transfer to the Company
or in blank with the form of “Election to Settle Early” on the reverse thereof
duly completed and accompanied by payment payable to the Company in immediately
available funds in an amount (the “Early Settlement Amount”) equal to
(A) the product of (i) the Stated Amount of such Units multiplied by
(ii) the number of Purchase Contracts with respect to which the Holder has
elected to effect Early Settlement, plus (B) if such delivery is made with
respect to any Purchase Contracts during the period from close of business on
any Record Date next preceding any Payment Date to the opening of business on
such Payment Date, an amount equal to the Contract Adjustment Payments, if any,
payable on such Payment Date with respect to such Purchase Contracts; provided
that no payment shall be required pursuant to clause (B) of this sentence if
the Company shall have elected to defer the Contract Adjustment Payments which
would otherwise be payable on such Payment Date.  Except as provided in the immediately preceding sentence and
subject to Section 5.2(d), no payment or adjustment shall be made upon
Early Settlement of any Purchase Contract on any Contract Adjustment Payments
accrued on such Purchase Contract or on account of any dividends on the Common
Stock issued upon such Early Settlement. 
If the foregoing requirements are first satisfied with respect to
Purchase Contracts underlying any Unit at or prior to 5:00 p.m., New York City
time, on a Business Day, such day shall be the “Early Settlement Date” with
respect to such Unit and if such requirements are first satisfied after 5:00
p.m., New York City time, on a Business Day or on a day that is not


 


47

















 


a Business Day, the “Early Settlement Date” with respect to such Units
shall be the next succeeding Business Day.


 


(b)           Upon Early Settlement of
any Purchase Contract by the Holder of the related Units, the Company shall
issue, and the Holder shall be entitled to receive,
            shares of
Common Stock on account of such Purchase Contract (the “Early Settlement Rate”).  The Early Settlement Rate shall be adjusted
in the same manner and at the same time as the Settlement Rate is
adjusted.  As promptly as practicable
after Early Settlement of Purchase Contracts in accordance with the provisions
of this Section 5.9, the Company shall issue and shall deliver to the
Agent at the Corporate Trust Office a certificate or certificates for the full
number of shares of Common Stock issuable upon such Early Settlement together
with payment in lieu of any fraction of a share, as provided in
Section 5.12.


 


(c)           No later than the third
Business Day after the applicable Early Settlement Date the Company shall cause
(i) the shares of Common Stock issuable upon Early Settlement of Purchase
Contracts to be issued and delivered, and (ii) the related Pledged Notes,
Pledged Treasury Consideration or Pledged Applicable Ownership Interest in the
Treasury Portfolio, in the case of Normal Units, or the related Pledged
Treasury Securities, in the case of Stripped Units, to be released from the Pledge
by the Collateral Agent and transferred, in each case, to the Agent for
delivery to the Holder thereof or the Holder’s designee.


 


(d)           Upon Early Settlement of
any Purchase Contracts, and subject to receipt of shares of Common Stock from
the Company and the Pledged Notes, Pledged Treasury Consideration, Pledged
Applicable Ownership Interest in the Treasury Portfolio, or Pledged Treasury
Securities, as the case may be, from the Collateral Agent, as applicable, the
Agent shall, in accordance with the instructions provided by the Holder thereof
on the applicable form of Election to Settle Early on the reverse of the
Certificate evidencing the related Units, (i) transfer to the Holder the
Pledged Notes, Pledged Treasury Consideration, Pledged Applicable Ownership
Interest in the Treasury Portfolio, or Pledged Treasury Securities, as the case
may be, forming a part of such Units, and (ii) deliver to the Holder a
certificate or certificates for the full number of shares of Common Stock
issuable upon such Early Settlement together with payment in lieu of any
fraction of a share, as provided in Section 5.12.


 


(e)           In the event that Early
Settlement is effected with respect to Purchase Contracts underlying less than
all the Units evidenced by a Certificate, upon such Early Settlement the
Company shall execute and the Agent shall authenticate, countersign and deliver
to the Holder thereof, at the expense of the Company, a Certificate evidencing
the Units as to which Early Settlement was not effected.


 


SECTION 5.10        Early Settlement upon Cash
Merger.


 


(a)           In the event of a merger
or consolidation of the Company of the type described in clause (1) of
Section 5.6(b) in which the Common Stock outstanding immediately prior to
such merger or consolidation is exchanged for consideration consisting of at
least 30% cash or cash equivalents (any such event a “Cash Merger”), then the
Company (or the successor to the Company hereunder) shall be required to offer
the Holder of each Unit the right to settle the Purchase Contract underlying
such Unit prior to the Stock Purchase Date (“Merger Early


 


48

















 


Settlement”) as provided herein. 
On or before the fifth Business Day after the consummation of a Cash
Merger, the Company or, at the request and expense of the Company, the Agent,
shall give all Holders notice of the occurrence of the Cash Merger and of the
right of Merger Early Settlement arising as a result thereof.  The Company shall also deliver a copy of
such notice to the Agent and the Collateral Agent.


 


Each such notice
shall contain:


 


(i)            the date, which shall
be not less than 20 nor more than 30 calendar days after the date of such
notice, on which the Merger Early Settlement will be effected (the “Merger
Early Settlement Date”);


 


(ii)           the date, which shall
be on or one Business Day prior to the Merger Early Settlement Date, by which
the Merger Early Settlement right must be exercised;


 


(iii)          the Settlement Rate in
effect as a result of such Cash Merger and the kind and amount of cash,
securities and other property receivable by the Holder upon settlement of each
Purchase Contract pursuant to Section 5.6(b);


 


(iv)          a statement to the
effect that all or a portion of the Purchase Price payable by the Holder to
settle the Purchase Contract will be offset against the amount of cash so
receivable upon exercise of Merger Early Settlement, as applicable; and


 


(v)           the instructions a
Holder must follow to exercise the Merger Early Settlement right.


 


(b)           To exercise a Merger
Early Settlement right, a Holder shall deliver to the Agent at the Corporate
Trust Office at or before 5:00 p.m., New York City time on the date specified
in the notice, the Certificate(s) evidencing the Units with respect to which
the Merger Early Settlement right is being exercised duly endorsed for transfer
to the Company or in blank with the form of “Election to Settle Early” on the
reverse thereof duly completed and accompanied by payment payable to the
Company in immediately available funds in an amount equal to the Early
Settlement Amount less the amount of cash that otherwise would be deliverable
by the Company or its successor upon settlement of the Purchase Contract in
lieu of Common Stock pursuant to Section 5.6(b) and as described in the
notice to Holders (the “Merger Early Settlement Amount”).


 


(c)           On the Merger Early
Settlement Date, the Company shall deliver or cause to be delivered
(i) the net cash, securities and other property to be received by such
exercising Holder, equal to the Settlement Rate as adjusted pursuant to
Section 5.6, in respect of the number of Purchase Contracts for which such
Merger Early Settlement right was exercised, and (ii) the related Pledged
Notes, Pledged Treasury Consideration or Pledged Applicable Ownership Interest
in the Treasury Portfolio, in the case of Normal Units, or Pledged Treasury
Securities, in the case of Stripped Units, to be released from the Pledge by
the Collateral Agent and transferred, in each case, to the Agent for delivery
to the Holder thereof or its designee.  In the event a Merger Early Settlement right shall be exercised by
a Holder in accordance with the terms hereof, all references herein to Stock
Purchase Date shall be deemed to refer to such Merger Early Settlement Date.


 


49

















 


(d)           Upon Merger Early
Settlement of any Purchase Contracts, and subject to receipt of such net cash,
securities or other property from the Company and the Pledged Notes, Pledged
Treasury Consideration, Pledged Applicable Ownership Interest in the Treasury
Portfolio or Pledged Treasury Securities, as the case may be, from the
Collateral Agent, as applicable, the Agent shall, in accordance with the
instructions provided by the Holder thereof on the applicable form of Election
to Settle Early on the reverse of the Certificate evidencing the related Units,
(i) transfer to the Holder the Pledged Notes, Pledged Treasury
Consideration, Pledged Applicable Ownership Interest in the Treasury Portfolio,
or Pledged Treasury Securities, as the case may be, forming a part of such
Units, and (ii) deliver to the Holder such net cash, securities or other
property issuable upon such Merger Early Settlement together with payment in
lieu of any fraction of a share, as provided in Section 5.12.


 


(e)           In the event that Merger
Early Settlement is effected with respect to Purchase Contracts underlying less
than all the Units evidenced by a Certificate, upon such Merger Early
Settlement the Company (or the successor to the Company hereunder) shall
execute and the Agent shall authenticate, countersign and deliver to the Holder
thereof, at the expense of the Company, a Certificate evidencing the Units as
to which Merger Early Settlement was not effected.


 


SECTION
5.11        Charges and Taxes.


 


The Company will
pay all stock transfer and similar taxes attributable to the initial issuance
and delivery of the shares of Common Stock pursuant to the Purchase Contracts
and in payment of any Deferred Contract Adjustment Payments; provided, that the
Company shall not be required to pay any such tax or taxes which may be payable
in respect of any exchange of or substitution for a Certificate evidencing a
Unit or any issuance of a share of Common Stock in a name other than that of
the registered Holder of a Certificate surrendered in respect of the Units
evidenced thereby, other than in the name of the Agent, as custodian for such
Holder, and the Company shall not be required to issue or deliver such share
certificates or Certificates unless and until the Person or Persons requesting
the transfer or issuance thereof shall have paid to the Company the amount of
such tax or shall have established to the satisfaction of the Company that such
tax has been paid.


 


SECTION 5.12        No Fractional Shares.


 


No fractional
shares or scrip representing fractional shares of Common Stock shall be issued
or delivered upon settlement on the Stock Purchase Date or upon Early
Settlement or Merger Early Settlement of any Purchase Contracts.  If Certificates evidencing more than one
Purchase Contract shall be surrendered for settlement at one time by the same
Holder, the number of full shares of Common Stock which shall be delivered upon
settlement shall be computed on the basis of the aggregate number of Purchase
Contracts evidenced by the Certificates so surrendered.  Instead of any fractional share of Common
Stock which would otherwise be deliverable upon settlement of any Purchase
Contracts on the applicable Settlement Date or upon Early Settlement or Merger
Early Settlement, the Company, through the Agent, shall make a cash payment in
respect of such fractional shares in an amount equal to the value of such
fractional shares times the Applicable Market Value.  The Company shall provide the


 


50

















 


Agent from time to time with sufficient funds to permit the Agent to
make all cash payments required by this Section 5.12 in a timely manner.


 


ARTICLE VI.



Remedies


 


SECTION 6.1       Unconditional Right of Holders to Receive
Purchase Contract Adjustment Payments and Purchase Common Stock.


 


The Holder of any
Unit shall have the right, which is absolute and unconditional,


 


(a)           subject to the right of
the Company to defer payment thereof pursuant to Section 5.3, and to the
forfeiture of any Deferred Contract Adjustment Payments upon Early Settlement
pursuant to Section 5.9 or upon Merger Early Settlement pursuant to
Section 5.10 or upon the occurrence of a Termination Event, to receive
payment of each installment of the Contract Adjustment Payments, if any, with
respect to the Purchase Contract constituting a part of such Unit on the
respective Payment Date for such Unit and to institute suit for the enforcement
of such right to receive Contract Adjustment Payments, and


 


(b)           to purchase Common Stock
pursuant to the Purchase Contract constituting a part of such Unit and to
institute suit for the enforcement of any such right to purchase Common Stock,
and such rights shall not be impaired without the consent of such Holder.


 


SECTION 6.2       Restoration of Rights and Remedies.


 


If any Holder has
instituted any proceeding to enforce any right or remedy under this Agreement
and such proceeding has been discontinued or abandoned for any reason, or has
been determined adversely to such Holder, then and in every such case, subject
to any determination in such proceeding, the Company and such Holder shall be
restored severally and respectively to their former positions hereunder and
thereafter all rights and remedies of such Holder shall continue as though no
such proceeding had been instituted.


 


SECTION 6.3          Rights and Remedies Cumulative.


 


Except as
otherwise provided with respect to the replacement or payment of mutilated,
destroyed, lost or stolen Certificates in Section 3.10(f), no right or
remedy herein conferred upon or reserved to the Holders is intended to be
exclusive of any other right or remedy, and every right and remedy shall, to
the extent permitted by law, be cumulative and in addition to every other right
and remedy given hereunder or now or hereafter existing at law or in equity or otherwise.  The assertion or employment of any right or
remedy hereunder, or otherwise, shall not prevent the concurrent assertion or
employment of any other appropriate right or remedy.


 


SECTION 6.4          Delay or Omission Not Waiver.


 


No delay or
omission of any Holder to exercise any right or remedy upon a Default shall
impair any such right or remedy or constitute a waiver of any such right.  Every right and remedy


 


51

















 


given by this Article or
by law to the Holders may be exercised from time to time, and as often as may
be deemed expedient, by such Holders.


 


SECTION 6.5          Undertaking for Costs.


 


All parties to
this Agreement agree, and each Holder of a Unit, by its acceptance of such Unit
shall be deemed to have agreed, that any court may in its discretion require,
in any suit for the enforcement of any right or remedy under this Agreement, or
in any suit against the Agent for any action taken, suffered or omitted by it
as Agent, the filing by any party litigant in such suit of an undertaking to
pay the costs of such suit, and that such court may in its discretion assess
reasonable costs, including reasonable attorneys’ fees, against any party
litigant in such suit, having due regard to the merits and good faith of the
claims or defenses made by such party litigant; provided that the provisions of
this Section shall not apply to any suit instituted by the Company, to any suit
instituted by the Agent, to any suit instituted by any Holder, or group of
Holders, holding in the aggregate more than 10% of the Outstanding Units, or to
any suit instituted by any Holder for the enforcement of distributions on any
Notes on any Purchase Contract on or after the respective Payment Date therefor
in respect of any Unit held by such Holder, or for enforcement of the right to
purchase shares of Common Stock under the Purchase Contract constituting part
of any Unit held by such Holder.


 


SECTION 6.6          Waiver of Stay or Extension Laws.


 


The Company
covenants (to the extent that it may lawfully do so) that it will not at any
time insist upon, or plead, or in any manner whatsoever claim or take the
benefit or advantage of, any stay or extension law wherever enacted, now or at
any time hereafter in force, which may affect the covenants or the performance
of this Agreement; and the Company (to the extent that it may lawfully do so)
hereby expressly waives all benefit or advantage of any such law, but will
suffer and permit the execution of every such power as though no such law had
been enacted.


 


ARTICLE VII.



The Agent


 


SECTION 7.1          Certain Duties and Responsibilities.


 


(a)           Prior to a Default and
after the curing or waiving of all such Defaults that may have occurred,


 


(1)           the Agent undertakes to
perform, with respect to the Units, such duties and only such duties as are
specifically set forth in this Agreement and no implied covenants or
obligations shall be read into this Agreement against the Agent; and


 


(2)           the
Agent may, with respect to the Units, conclusively rely, as to the truth of the
statements and the correctness of the opinions expressed therein, in the
absence of bad faith on the part of the Agent, upon certificates or opinions
furnished to the Agent and conforming to the requirements of this Agreement;
but in the case of any certificates or opinions which by any provision hereof
are specifically required to be furnished to the Agent, the Agent


 


52

















 


shall be under a duty to
examine the same to determine whether or not they conform to the requirements
of this Agreement.


 


(b)           No provision of this
Agreement shall be construed to relieve the Agent from liability for its own
negligent action, its own negligent failure to act, or its own willful
misconduct, except that


 


(1)           this subsection shall
not be construed to limit the effect of subsection (a) of this Section;


 


(2)           the Agent shall not be
liable for any error of judgment made in good faith by a Responsible Officer,
unless it shall be proved that the Agent was negligent in ascertaining the pertinent
facts; and


 


(3)           no provision of this
Agreement shall require the Agent to expend or risk its own funds or otherwise
incur any financial liability in the performance of any of its duties
hereunder, or in the exercise of any of its rights or powers.


 


(c)           Whether or not therein
expressly so provided, every provision of this Agreement relating to the
conduct or affecting the liability of or affording protection to the Agent
shall be subject to the provisions of this Section.


 


(d)           The Agent is authorized
to execute, deliver and perform the Pledge Agreement in its capacity as Agent
and to grant the Pledge.  The Agent
shall be entitled to all of the rights, privileges, immunities and indemnities
contained in this Agreement with respect to any duties of the Agent under, or
actions taken by the Agent pursuant to, such Pledge Agreement and any
Remarketing Agreement entered into by the Agent to effectuate Section 5.4
hereof or Section 6.3 of the Pledge Agreement.


 


(e)           In case a Default has
occurred (that has not been cured or waived), and is actually known by a
Responsible Officer of the Agent, the Agent shall exercise such of the rights
and powers vested in it by this Agreement, and use the same degree of care and
skill in its exercise thereof, as a prudent person would exercise or use under
the circumstances in the conduct of his or her own affairs.


 


(f)            At the request of the
Company, the Agent is authorized to execute and deliver one or more Remarketing
Agreements to, among other things, effectuate Section 5.4


 


SECTION 7.2          Notice of Default.


 


Within 30 days
after the occurrence of any Default by the Company hereunder of which a
Responsible Officer of the Agent has actual knowledge, the Agent shall transmit
by mail to the Company and the Holders of Units, as their names and addresses
appear in the Register, notice of such Default hereunder, unless such Default
shall have been cured or waived; provided that, except for a Default in any
payment obligation hereunder, the Agent shall be protected in withholding such notice
if and so long as a Responsible Officer of the Agent in good faith determines
that the withholding of such notice is in the interests of the Holders of the
Units.


 


53

















 


SECTION 7.3          Certain Rights of Agent.


 


Subject to the
provisions of Section 7.1:


 


(a)           the Agent may
conclusively rely and shall be protected in acting or refraining from acting
upon any resolution, certificate, statement, instrument, opinion, report,
notice, request, direction, consent, order, bond, debenture, note, other
evidence of indebtedness or other paper or document believed by it to be
genuine and to have been signed or presented by the proper party or parties;


 


(b)           any request or direction
of the Company mentioned herein shall be sufficiently evidenced by a Company
Certificate, Issuer Order or Issuer Request, and any resolution of the Board of
Directors of the Company may be sufficiently evidenced by a Board Resolution;


 


(c)           whenever in the
administration of this Agreement the Agent shall deem it desirable that a
matter be proved or established prior to taking, suffering or omitting any
action hereunder, the Agent (unless other evidence be herein specifically
prescribed) may, in the absence of bad faith on its part, rely upon a Company
Certificate;


 


(d)           the Agent may consult
with counsel of its selection and the advice of such counsel or any Opinion of
Counsel shall be full and complete authorization and protection in respect of
any action taken, suffered or omitted by it hereunder in good faith and in
reliance thereon;


 


(e)           the Agent shall not be
bound to make any investigation into the facts or matters stated in any
resolution, certificate, statement, instrument, opinion, report, notice,
request, direction, consent, order, bond, debenture, note, other evidence of
indebtedness or other paper or document, but the Agent, in its discretion, may
make reasonable further inquiry or investigation into such facts or matters
related to the execution, delivery and performance of the Purchase Contracts as
it may see fit, and, if the Agent shall determine to make such further inquiry
or investigation, it shall be given a reasonable opportunity to examine the
books, records and premises of the Company, personally or by agent or attorney;


 


(f)            the Agent may execute
any of the powers hereunder or perform any duties hereunder either directly or
by or through agents or attorneys or an Affiliate of the Agent and the Agent
shall not be responsible for any misconduct or negligence on the part of any agent
or attorney or an Affiliate appointed with due care by it hereunder;


 


(g)           the rights, privileges,
protections, immunities and benefits given to the Agent, including, without
limitation, its right to be indemnified, are extended to, and shall be enforceable
by, the Agent in each of its capacities hereunder;


 


(h)           the Agent shall be under
no obligation to exercise any of the rights or powers vested in it by this
Agreement at the request or direction of any of the Holders pursuant to this
Agreement, unless such Holders shall have offered to the Agent security or
indemnity satisfactory to the Agent against the costs, expenses and liabilities
which might be incurred by it in compliance with such request or direction; and


 


54

















 


(i)            the Agent shall not be
liable for any action taken, suffered, or omitted to be taken by it in good
faith and reasonably believed by it to be authorized or within the discretion
or rights or powers conferred upon it by this Agreement.


 


SECTION 7.4          Not Responsible for Recitals, Etc.


 


The recitals
contained herein and in the Certificates shall be taken as the statements of
the Company and the Agent assumes no responsibility for their accuracy.  The Agent makes no representations as to the
validity or sufficiency of either this Agreement or of the Units, or of the
Pledge Agreement or the Pledge.  The
Agent shall not be accountable for the use or application by the Company of the
proceeds in respect of the Purchase Contracts.


 


SECTION 7.5          May Hold Units and Other Dealings.


 


Any Registrar or
any other agent of the Company, or the Agent and its Affiliates, in their
individual or any other capacity, may become the owner or pledgee of Units and
may otherwise deal with the Company, the Collateral Agent or any other Person
with the same rights it would have if it were not Registrar or such other
agent, or the Agent.  The Agent and its
Affiliates may (without having to account therefor to the Company or any Holder
of Units or holder of Separate Notes) accept deposits from, lend money to, make
their investments in and generally engage in any kind of banking, trust or
other business with the Company, any Holder of Units and any holder of Separate
Notes (and any of their respective subsidiaries or Affiliates) as if it were
not acting as the Agent and the Agent and their Affiliates may accept fees and
other consideration from the Company, any Holder of Units or any holder of
Separate Notes without having to account for the same to any such Person.


 


SECTION 7.6          Money Held In Custody.


 


Money held by the
Agent in custody hereunder need not be segregated from the Agent’s other funds
except to the extent required by law or provided herein.  The Agent shall be under no obligation to
invest or pay interest on any money received by it hereunder except as
otherwise agreed in writing with the Company.


 


SECTION 7.7          Compensation and Reimbursement.


 


The Company agrees:


 


(a)           to pay to the Agent from
time to time compensation for all services rendered by it hereunder as shall be
agreed in writing between the Company and the Agent;


 


(b)           except as otherwise
expressly provided herein, to reimburse the Agent upon its request for all
reasonable expenses, disbursements and advances incurred or made by the Agent
in accordance with any provision of this Agreement (including the reasonable
compensation and the reasonable expenses and disbursements of its agents and
counsel), except any such expense, disbursement or advance as may be
attributable to its negligence, willful misconduct or bad faith; and


 


55

















 


(c)           to indemnify the Agent
and any predecessor Agent for, and to hold it harmless against, any loss,
liability or reasonable out-of-pocket expense incurred without negligence, willful
misconduct or bad faith on its part, arising out of or in connection with the
acceptance or administration of its duties hereunder, including the costs and
expenses (including reasonable fees and expenses of counsel) of defending
itself against any claim or liability in connection with the exercise or
performance of any of its powers or duties under this Agreement.  The Agent shall each promptly notify the
Company of any third party claim which may give rise to the indemnity hereunder
and give the Company the opportunity to participate in the defense of such
claim with counsel reasonably satisfactory to the indemnified party, and no
such claim shall be settled without the written consent of the Company, which
consent shall not be unreasonably withheld.


 


“Agent” for
purposes of this Section 7.7 shall include any predecessor Agent;
provided, however, that the negligence or bad faith of any Agent hereunder
shall not affect the rights of any other Agent hereunder.


 


When the Agent
incurs expenses or renders services in an action or proceeding commenced
pursuant to Section 4.3 of the Pledge Agreement upon the occurrence of a
Termination Event, the expenses (including the reasonable charges and expenses
of its counsel) and the compensation for the services are intended to
constitute expenses of administration under any applicable federal or state
bankruptcy, insolvency or other similar law.


 


The provisions of
this Section 7.7 shall survive the termination of this Agreement and the
Pledge Agreement.


 


SECTION 7.8          Corporate Agent Required; Eligibility.


 


There shall at all
times be an Agent hereunder which shall be (i) not an Affiliate of the
Company and (ii) a corporation organized and doing business under the laws
of the United States of America, any State thereof or the District of Columbia,
authorized under such laws to exercise corporate trust powers, having (or being
a member of a bank holding company having) a combined capital and surplus of at
least $50,000,000 and subject to supervision or examination by federal or state
authority and having a Corporate Trust Office in the Borough of Manhattan, The
City of New York, if there be such a corporation, qualified and eligible under
this Article and willing to act on reasonable terms.  If such corporation publishes reports of condition at least
annually, pursuant to law or to the requirements of said supervising or
examining authority, then for the purposes of this Section, the combined
capital and surplus of such corporation shall be deemed to be its combined
capital and surplus as set forth in its most recent report of condition so
published.  If at any time the Agent
shall cease to be eligible in accordance with the provisions of this Section,
it shall resign immediately in the manner and with the effect hereinafter specified
in this Article.


 


SECTION 7.9          Resignation and Removal; Appointment of
Successor.


 


(a)           No resignation or
removal of the Agent and no appointment of a successor Agent pursuant to this
Article shall become effective until the acceptance of appointment by the
successor Agent in accordance with the applicable requirements of
Section 7.10.


 


56

















 


(b)           The Agent may resign at
any time by giving written notice thereof to the Company 60 days prior to the
effective date of such resignation.  If
the instrument of acceptance by a successor Agent required by Section 7.10
shall not have been delivered to the Agent within 30 days after the giving of
such notice of resignation, the resigning Agent may petition any court of
competent jurisdiction for the appointment of a successor Agent.


 


(c)           The Agent may be removed
at any time by Act of the Holders of a majority in number of the Outstanding
Units delivered to the Agent and the Company.


 


(d)           If at any time:


 


(1)           the
Agent fails to comply with Section 310(b) of the TIA, after written
request therefor by the Company or by any Holder who has been a bona fide
Holder of a Unit for at least six months; or


 


(2)           the
Agent shall cease to be eligible under Section 7.8 and shall fail to
resign after written request therefor by the Company or by any such Holder; or


 


(3)           the
Agent shall become incapable of acting or shall be adjudged bankrupt or
insolvent or a receiver of the Agent or of its property shall be appointed or
any public officer shall take charge or control of the Agent or of its property
or affairs for the purpose of rehabilitation, conservation or liquidation;


 


then, in any such case, (x) the Company by a Board Resolution may
remove the Agent, or (y) any Holder who has been a bona fide Holder of a
Unit for at least six months may, on behalf of himself and all others similarly
situated, petition any court of competent jurisdiction for the removal of the
Agent and the appointment of a successor Agent.


 


(e)           If the Agent shall
resign, be removed or become incapable of acting, or if a vacancy shall occur
in the Corporate Trust Office of the Agent for any cause, the Company, by a
Board Resolution, shall promptly appoint a successor Agent and shall comply
with the applicable requirements of Section 7.10.  If no successor Agent shall have been so
appointed by the Company and accepted appointment in the manner required by
Section 7.10, the Agent or any Holder who has been a bona fide Holder of a
Unit for at least six months may, on behalf of himself and all others similarly
situated, petition any court of competent jurisdiction for the appointment of a
successor Agent.


 


(f)            The Company shall give,
or shall cause such successor Agent to give, notice of each resignation and each
removal of the Agent and each appointment of a successor Agent by mailing
written notice of such event by first-class mail, postage prepaid, to all
Holders as their names and addresses appear in the applicable Register.  Each notice shall include the name of the
successor Agent and the address of its Corporate Trust Office.


 


(g)           If the Agent has or
shall acquire any “conflicting interest” within the meaning of
Section 310(b) of the TIA, the Agent and the Company shall in all respects
comply with the provisions of Section 310(b) of the TIA.


 


57

















 


SECTION 7.10        Acceptance of Appointment by Successor.


 


(a)           In case of the
appointment hereunder of a successor Agent, every such successor Agent so
appointed shall execute, acknowledge and deliver to the Company and to the
retiring Agent an instrument accepting such appointment, and thereupon the
resignation or removal of the retiring Agent shall become effective and such
successor Agent, without any further act, deed or conveyance, shall become
vested with all the rights, powers, agencies and duties of the retiring Agent;
but, on the request of the Company or the successor Agent, such retiring Agent
shall, upon payment of its charges, execute and deliver an instrument
transferring to such successor Agent all the rights, powers and trusts of the
retiring Agent and shall duly assign, transfer and deliver to such successor
Agent all property and money held by such retiring Agent hereunder.


 


(b)           Upon request of any such
successor Agent, the Company shall execute any and all instruments for more
fully and certainly vesting in and confirming to such successor Agent all such
rights, powers and agencies referred to in paragraph (a) of this Section.


 


(c)           No successor Agent shall
accept its appointment unless at the time of such acceptance such successor
Agent shall be qualified and eligible under this Article.


 


SECTION 7.11        Merger, Conversion, Consolidation or Succession
to Business.


 


Any Person into
which the Agent may be merged or converted or with which it may be
consolidated, or any Person resulting from any merger, conversion or
consolidation to which the Agent shall be a party, or any Person succeeding to
all or substantially all the corporate trust business of the Agent, shall be
the successor of the Agent hereunder, provided such Person shall be otherwise
qualified and eligible under this Article, without the execution or filing of
any paper or any further act on the part of any of the parties hereto.  In case any Certificates shall have been
authenticated and executed on behalf of the Holders, but not delivered, by the
Agent then in office, any successor by merger, conversion or consolidation to
such Agent shall adopt such authentication and execution and deliver the Certificates
so authenticated and executed with the same effect as if such successor Agent
had itself authenticated and executed such Units.


 


SECTION 7.12        Preservation of Information; Communications to
Holders.


 


(a)           The Agent shall
preserve, in as current a form as is reasonably practicable, the names and
addresses of Holders received by the Agent in its capacity as Registrar.


 


(b)           If three or more Holders
(herein referred to as “Applicants”) apply in writing to the Agent, and furnish
to the Agent reasonable proof that each such applicant has owned a Unit for a
period of at least six months preceding the date of such application, and such
application states that the applicants desire to communicate with other Holders
with respect to their rights under this Agreement or under the Units and is
accompanied by a copy of the form of proxy or other communication which such
applicants propose to transmit, then the Agent shall mail to all the Holders
copies of the form of proxy or other communication which is specified in such
request, with reasonable promptness after a tender to the Agent of the
materials to be mailed and of payment, or provision for the payment, of the
reasonable expenses of such mailing.


 


58

















 


SECTION 7.13        No Obligations of Agent.


 


Except to the
extent otherwise provided in this Agreement or the Pledge Agreement, the Agent
assumes no obligation and shall not be subject to any liability under this
Agreement, the Pledge Agreement or any Purchase Contract in respect of the
obligations of the Holder of any Unit thereunder.  The Company agrees, and each Holder of a Certificate, by such
Holder’s acceptance thereof, shall be deemed to have agreed, that the Agent’s
execution of the Certificates on behalf of the Holders shall be solely as agent
and attorney-in-fact for the Holders, and that the Agent shall have no
obligation to perform such Purchase Contracts on behalf of the Holders, except
to the extent expressly provided in Article V.


 


SECTION 7.14        Tax Compliance.


 


(a)           The Agent, on its own
behalf and on behalf of the Company, will comply with all applicable
certification, information reporting and withholding (including “backup”
withholding) requirements imposed by applicable tax laws, regulations or
administrative practice with respect to (i) any payments made with respect
to the Units or (ii) the issuance, delivery, holding, transfer, redemption
or exercise of rights under the Units. 
Such compliance shall include, without limitation, the preparation and
timely filing of required returns and the timely payment of all amounts
required to be withheld to the appropriate taxing authority or its designated
agent.


 


(b)           The Agent shall comply
with any written direction received from the Company with respect to the application
of such requirements to particular payments or Holders or in other particular
circumstances, and may for purposes of this Agreement conclusively rely on any
such direction in accordance with the provisions of Section 7.1(a)(2).


 


(c)           The Agent shall maintain
all appropriate records documenting compliance with such requirements, and
shall make such records available, on written request, to the Company or its
authorized representative within a reasonable period of time after receipt of
such request.


 


ARTICLE
VIII.



Supplemental Agreements


 


SECTION 8.1          Supplemental Agreements without Consent of
Holders.


 


Without the
consent of any Holders, the Company and the Agent, at any time and from time to
time, may enter into one or more agreements supplemental hereto, in form
satisfactory to the Company and the Agent, for any of the following purposes:


 


(a)           to evidence the
succession of another Person to the Company, and the assumption by any such
successor of the covenants of the Company herein and in the Certificates; or


 


(b)           to add to the covenants
of the Company for the benefit of the Holders, or to surrender any right or
power herein conferred upon the Company; or


 


(c)           to evidence and provide
for the acceptance of appointment hereunder by a successor Agent; or


 


59

















 


(d)           to make provision with
respect to the rights of Holders pursuant to the requirements of
Section 5.6(b) or 5.10; or


 


(e)           to cure any ambiguity,
to correct or supplement any provisions herein which may be inconsistent with
any other provisions herein, or to make any other provisions with respect to
such matters or questions arising under this Agreement, provided such action
shall not adversely affect the interests of the Holders.


 


SECTION 8.2          Supplemental Agreements with Consent of
Holders.


 


(a)           With the consent of the
Holders of not less than a majority of the outstanding Purchase Contracts
voting together as one class, by Act of said Holders delivered to the Company
and the Agent, the Company, when authorized by a Board Resolution, and the
Agent may enter into an agreement or agreements supplemental hereto for the
purpose of modifying in any manner the terms of the Purchase Contracts, or the
provisions of this Agreement or the rights of the Holders in respect of the
Units; provided, however, that, except as contemplated herein, no such
supplemental agreement shall, without the consent of the Holder of each
Outstanding Unit affected thereby:


 


(1)           change
any Payment Date;


 


(2)           change
the amount or the type of Collateral required to be Pledged to secure a
Holder’s obligations under the Purchase Contract, impair the right of the
Holder of any Purchase Contract to receive distributions on the related
Collateral (except for the rights of Holders of Normal Units to substitute the
Treasury Securities for the Pledged Notes, Pledged Treasury Consideration or
Pledged Applicable Ownership Interest in the Treasury Portfolio, or the rights
of holders of Stripped Units to substitute Notes or appropriate Treasury
Consideration or Applicable Ownership Interest in the Treasury Portfolio for
the Pledged Treasury Securities) or otherwise materially adversely affect the
Holder’s rights in or to such Collateral;


 


(3)           reduce
any Contract Adjustment Payments, if any, or any Deferred Contract Adjustment
Payment, or change any place where, or the coin or currency in which, any
Contract Adjustment Payment is payable or increase any amounts payable by
Holders in respect of the Units or decrease any other amounts receivable by
Holders in respect of the Units;


 


(4)           impair
the right to institute suit for the enforcement of any Purchase Contract, any
Contract Adjustment Payment, if any, or any Deferred Contract Adjustment
Payment, if any;


 


(5)           reduce
the number of shares of Common Stock to be purchased pursuant to any Purchase
Contract, increase the price to purchase shares of Common Stock upon settlement
of any Purchase Contract, change the Stock Purchase Date or otherwise
materially adversely affect the Holder’s rights under any Purchase Contract; or


 


(6)           reduce
the percentage of the outstanding Purchase Contracts the consent of whose
Holders is required for any such supplemental agreement;


 


60

















 


provided, that if any amendment or proposal referred to above would
adversely affect only the Normal Units or the Stripped Units, then only the
affected class of Holders as of the record date for the Holders entitled to
vote thereon will be entitled to vote on or consent to such amendment or
proposal, and such amendment or proposal shall not be effective except with the
consent of Holders of not less than a majority of such class; provided further,
however, that no such agreement, whether with or without the consent of
Holders, shall affect Section 3.16.


 


(b)           It shall not be
necessary for any Act of Holders under this Section to approve the particular
form of any proposed supplemental agreement, but it shall be sufficient if such
Act shall approve the substance thereof.


 


SECTION 8.3          Execution of Supplemental Agreements.


 


In executing, or
accepting the additional agencies created by, any supplemental agreement
permitted by this Article or the modifications thereby of the agencies created
by this Agreement, the Agent shall be entitled to receive and (subject to
Section 7.1) shall be fully protected in relying upon, an Officer’s
Certificate and Opinion of Counsel stating that the execution of such
supplemental agreement is authorized or permitted by this Agreement.  The Agent may, but shall not be obligated
to, enter into any such supplemental agreement which affects the Agent’s own
rights, duties or immunities under this Agreement or otherwise.


 


SECTION 8.4          Effect of Supplemental Agreements.


 


Upon the execution
of any supplemental agreement under this Article, this Agreement shall be
modified in accordance therewith, and such supplemental agreement shall form a
part of this Agreement for all purposes; and every Holder of Certificates
theretofore or thereafter authenticated, executed on behalf of the Holders and
delivered hereunder shall be bound thereby.


 


SECTION 8.5          Reference to Supplemental Agreements.


 


Certificates
authenticated, executed on behalf of the Holders and delivered after the
execution of any supplemental agreement pursuant to this Article may, and shall
if required by the Agent, bear a notation in form approved by the Agent as to
any matter provided for in such supplemental agreement.  If the Company shall so determine, new
Certificates so modified as to conform, in the opinion of the Agent and the
Company, to any such supplemental agreement may be prepared and executed by the
Company and authenticated, executed on behalf of the Holders and delivered by
the Agent in exchange for Outstanding Certificates.


 


ARTICLE IX.



Consolidation, Merger, Sale or Conveyance


 


SECTION
9.1          Covenant Not to Merge,
Consolidate, Sell or Convey Property Except Under Certain Conditions.


 


The Company
covenants that it will not (a) merge with or into or consolidate with any
other Person or (b) sell, assign, transfer, lease or convey all or
substantially all of its properties and assets to any Person or group of
affiliated Persons in one transaction or a series of related


 


61

















 


transactions, unless
(i) either the Company shall be the continuing entity, or the successor
(if other than the Company) shall be a Person, other than an individual,
organized and existing under the laws of the United States of America or a
State thereof or the District of Columbia and such corporation shall expressly
assume all the obligations of the Company under this Agreement, the Purchase
Contracts, the Remarketing Agreement and the Pledge Agreement by one or more
supplemental agreements in form reasonably satisfactory to the Agent and the
Collateral Agent, executed and delivered to the Agent and the Collateral Agent
by such Person, and (ii) the Company or such successor, as the case may
be, shall not, immediately after such merger or consolidation, or such sale,
assignment, transfer, lease or conveyance, be in default in the performance of
any covenant or condition hereunder, under any of the Purchase Contracts, under
the Remarketing Agreement, or under the Pledge Agreement.


 


SECTION 9.2          Rights and Duties of Successor Entity.


 


(a)           In case of any such
consolidation, merger, sale, assignment, transfer, lease or conveyance and upon
any such assumption by a successor entity in accordance with Section 9.1,
such successor corporation shall succeed to and be substituted for the Company
with the same effect as if it had been named herein as the Company.  Such successor Person thereupon may cause to
be signed, and may issue either in its own name or in the name of the Company,
any or all of the Certificates evidencing Units issuable hereunder which
theretofore shall not have been signed by the Company and delivered to the
Agent; and, upon the order of such successor corporation, instead of the
Company, and subject to all the terms, conditions and limitations in this
Agreement prescribed, the Agent shall authenticate and execute on behalf of the
Holders and deliver any Certificates which previously shall have been signed
and delivered by the officers of the Company to the Agent for authentication
and execution, and any Certificate evidencing Units which such successor entity
thereafter shall cause to be signed and delivered to the Agent for that
purpose.  All the Certificates so issued
shall in all respects have the same legal rank and benefit under this Agreement
as the Certificates theretofore or thereafter issued in accordance with the
terms of this Agreement as though all of such Certificates had been issued at
the date of the execution hereof.


 


(b)           In case of any such
consolidation, merger, sale, assignment, transfer, lease or conveyance such change
in phraseology and form (but not in substance) may be made in the Certificates
evidencing Units thereafter to be issued as may be appropriate.


 


SECTION 9.3          Opinion of Counsel Given to Agent.


 


The Agent, subject
to Sections 7.1 and 7.3, shall receive an Opinion of Counsel as conclusive
evidence that any such consolidation, merger, sale, assignment, transfer, lease
or conveyance, and any such assumption, complies with the provisions of this
Article and that all conditions precedent to the consummation of any such
consolidation, merger, sale, assignment, transfer, lease or conveyance have
been met.


 


62

















 


ARTICLE X.



Covenants


 


SECTION 10.1        Performance Under Purchase Contracts.


 


The Company
covenants and agrees for the benefit of the Holders from time to time of the
Units that it will duly and punctually perform its obligations under the
Purchase Contracts in accordance with the terms of the Purchase Contracts and
this Agreement.


 


SECTION 10.2        Maintenance of Office or Agency.


 


(a)           The Company will
maintain in the Borough of Manhattan, The City of New York an office or agency
where Certificates may be presented or surrendered for acquisition of shares of
Common Stock upon settlement of the Purchase Contracts on any Settlement Date
and for transfer of Collateral upon occurrence of a Termination Event, where
Certificates may be surrendered for registration of transfer or exchange, for a
Collateral Substitution or re-establishment of Normal Units and where notices and
demands to or upon the Company in respect of the Units and this Agreement may
be served.  The Company will give prompt
written notice to the Agent of the location, and any change in the location, of
such office or agency.  If at any time
the Company shall fail to maintain any such required office or agency or shall
fail to furnish the Agent with the address thereof, such presentations,
surrenders, notices and demands may be made or served at the Corporate Trust
Office, and the Company hereby appoints the Agent as its agent to receive all
such presentations, surrenders, notices and demands.


 


(b)           The Company may also
from time to time designate one or more other offices or agencies where
Certificates may be presented or surrendered for any or all such purposes and
may from time to time rescind such designations; provided, however, that no
such designation or rescission shall in any manner relieve the Company of its
obligation to maintain an office or agency in the Borough of Manhattan, The
City of New York for such purposes.  The
Company will give prompt written notice to the Agent of any such designation or
rescission and of any change in the location of any such other office or
agency.  The Company hereby designates
as the place of payment for the Units the Corporate Trust Office and appoints
the Agent at its Corporate Trust Office as paying agent in such city.


 


SECTION 10.3        Company to Reserve Common Stock.


 


The Company shall
at all times prior to the Stock Purchase Date reserve and keep available, free
from preemptive rights, out of its authorized but unissued Common Stock the
full number of shares of Common Stock issuable against tender of payment in
respect of all Purchase Contracts constituting a part of the Units evidenced by
Outstanding Certificates.


 


SECTION 10.4        Covenants as to Common Stock.


 


The Company
covenants that all shares of Common Stock which may be issued against tender of
payment in respect of any Purchase Contract constituting a part of the
Outstanding Units will, upon issuance, be duly authorized, validly issued,
fully paid and nonassessable.


 


63

















 


ARTICLE XI.



Trust Indenture Act


 


SECTION 11.1        Trust Indenture Act; Application.


 


(a)           This Agreement is
subject to the provisions of the TIA that are required or deemed to be part of
this Agreement and shall, to the extent applicable, be governed by such
provisions; and


 


(b)           if and to the extent
that any provision of this Agreement limits, qualifies or conflicts with the
duties imposed by Section 310 to 317, inclusive, of the TIA, such imposed
duties shall control.


 


SECTION 11.2        Lists of Holders of Securities.


 


(a)           The Company shall
furnish or cause to be furnished to the Agent (a) semiannually, not later
than
                  
and                      
in each year, commencing
                    ,
a list, in such form as the Agent may reasonably require, of the names and
addresses of the Holders (“List of Holders”) as of a date not more than 15 days
prior to the delivery thereof, and (b) at such other times as the Agent
may request in writing, within 30 days after the receipt by the Company of any
such request, a List of Holders as of a date not more than 15 days prior to the
time such list is furnished; provided that, the Company shall not be obligated
to provide such List of Holders at any time the List of Holders does not differ
from the most recent List of Holders given to the Agent by the Company.  The Agent may destroy any List of Holders
previously given to it on receipt of a new List of Holders.


 


(b)           The
Agent shall comply with its obligations under Section 311(a) of the TIA,
subject to the provisions of Section 311(b) and Section 312(b) of the
TIA.


 


SECTION 11.3        Reports by the Agent.


 


Not later than
                 
of each year, commencing
                   
,         , the Agent shall provide to
the Holders such reports, if any, as are required by Section 313(a) of the
TIA in the form and in the manner provided by Section 313(a) of the
TIA.  Such reports shall be as of the
preceding                .  The Agent shall also comply with the
requirements of Sections 313(b), (c) and (d) of the TIA.


 


SECTION 11.4        Periodic Reports to Agent.


 


The Company shall
provide to the Agent such documents, reports and information as required by
Section 314(a) (if any) and the compliance certificate required by
Section 314(a) of the TIA in the form, in the manner and at the times
required by Section 314(a) of the TIA.


 


SECTION 11.5        Evidence of Compliance with Conditions
Precedent.


 


The Company shall
provide to the Agent such evidence of compliance with any conditions precedent
provided for in this Agreement as and to the extent required by


 


64

















 


Section 314(c) of
the TIA.  Any certificate or opinion
required to be given by an officer pursuant to Section 314(c)(1) of the
TIA may be given in the form of a Company Certificate.  Any opinion required to be given pursuant to
Section 314(c)(2) of the TIA may be given in the form of an Opinion of
Counsel.


 


SECTION 11.6        Defaults; Waiver.


 


The Holders of a
majority of the outstanding Purchase Contracts voting together as one class
may, by vote or consent, on behalf of all of the Holders, waive any past
Default and its consequences, except a Default


 


(a)           any payment on any Unit,
or


 


(b)           in respect of a
provision hereof which under Section 8.2 cannot be modified or amended
without the consent of the Holder of each Outstanding Unit affected.


 


Upon such waiver, any such Default shall cease to exist, and any
Default arising therefrom shall be deemed to have been cured, for every purpose
of this Agreement, but no such waiver shall extend to any subsequent or other
Default or impair any right consequent thereon.


 


SECTION 11.7        Agent’s Knowledge of Defaults.


 


The Agent shall
not be deemed to have knowledge of any Default unless a Responsible Officer
shall have obtained written notice of such Default.


 


SECTION 11.8        Conflicting Interests.


 


The Indenture
shall be deemed to be specifically described in this Agreement for the purposes
of clause (i) of the first proviso contained in Section 310(b) of the TIA.


 


SECTION 11.9        Direction of Agent.


 


Sections 315(d)(3)
and 316(a)(1)(A) of the TIA are hereby expressly excluded from this Agreement,
as permitted by the TIA.


 


65

















 


IN
WITNESS WHEREOF, the parties hereto have caused this
Agreement to be duly executed as of the day and year first above written.


 


	
   

  	
  AMEREN CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  ,

  
	
   

  	
  as Purchase Contract Agent and Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
				



 


66

















 


EXHIBIT A


 


Form of
Normal Units Certificate


 


(Form of Global
Certificate Legend)


 


[THIS CERTIFICATE
IS A GLOBAL CERTIFICATE WITHIN THE MEANING OF THE PURCHASE CONTRACT AGREEMENT
(AS HEREINAFTER DEFINED) AND IS REGISTERED IN THE NAME OF THE CLEARING AGENCY
OR A NOMINEE THEREOF.  THIS CERTIFICATE
MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A CERTIFICATE REGISTERED, AND NO
TRANSFER OF THIS CERTIFICATE IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME
OF ANY PERSON OTHER THAN SUCH CLEARING AGENCY OR A NOMINEE THEREOF, EXCEPT IN
THE LIMITED CIRCUMSTANCES DESCRIBED IN THE PURCHASE CONTRACT AGREEMENT.


 


Unless this
Certificate is presented by an authorized representative of The Depository
Trust Company (55 Water Street, New York, New York) to the Company or its agent
for registration of transfer, exchange or payment, and any Certificate issued
is registered in the name of Cede & Co., or such other name as requested by
an authorized representative of The Depository Trust Company, and any payment
hereon is made to Cede & Co., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY A PERSON IS WRONGFUL since the registered owner hereof,
Cede & Co., has an interest herein.]


 


AMEREN
CORPORATION


 


(Form of Face of Normal
Units Certificate)


% Normal Units


([$25] Stated Amount)


 


No.      


CUSIP No.           


Number of Normal Units       


 


This Normal Units
Certificate certifies that
             is the
registered Holder of the number of Normal Units set forth above.  Each Normal Unit represents (i) either
(a) beneficial ownership by the Holder of one Note due
                            
(the “Note”) of Ameren Corporation, a Missouri corporation (the “Company”),
having a principal amount of [$25], subject to the Pledge of such Note by such
Holder pursuant to the Pledge Agreement, (b) if the Note has been
remarketed by the Remarketing Agent (or if the Holder has elected not to have
the Note remarketed by delivering the appropriate Treasury Consideration
specified by the Remarketing Agent), the appropriate Treasury Consideration,
subject to the Pledge of such Treasury Consideration by such Holder pursuant to
the Pledge Agreement, or (c) if a Tax Event Redemption has occurred, the
appropriate Applicable Ownership Interest in the Treasury Portfolio subject to
the Pledge of such Applicable Ownership Interest in the Treasury Portfolio
pursuant to the Pledge Agreement, and (ii) the rights and obligations of
the Holder under one Purchase Contract with the Company.  All capitalized terms used herein which are
defined in the Purchase Contract Agreement have the meaning set forth therein.


 


A-1

















 


Pursuant to the
Pledge Agreement, the Note or the appropriate Treasury Consideration or
Applicable Ownership Interest in the Treasury Portfolio, as the case may be,
forming a part of each Normal Unit evidenced hereby has been pledged to the
Collateral Agent, for the benefit of the Company, to secure the obligations of
the Holder under the Purchase Contract comprising a part of such Normal Unit to
purchase the Common Stock of the Company. 
Prior to the purchase of shares of Common Stock under each Purchase
Contract, such Purchase Contracts shall not entitle the Holders of Normal Units
Certificates to any of the rights of a holder of shares of Common Stock,
including, without limitation, the right to vote or receive any dividends or
other payments or to consent or to receive notice as stockholders in respect of
the meetings of stockholders or for the election of directors of the Company or
for any other matter, or any other rights whatsoever as stockholders of the
Company.


 


The Pledge
Agreement provides that all payments in respect of the Pledged Notes, Pledged
Treasury Consideration or Pledged Applicable Ownership Interest in the Treasury
Portfolio received by the Collateral Agent shall be paid by the Collateral
Agent by wire transfer in same day funds (i) in the case of
(A) quarterly cash distributions on Normal Units which include Pledged
Notes, Pledged Treasury Consideration or any Pledged Applicable Ownership
Interest in the Treasury Portfolio and (B) any payments in respect of the
Notes, Treasury Consideration or Applicable Ownership Interest in the Treasury
Portfolio, as the case may be, that have been released from the Pledge pursuant
to the Pledge Agreement, to the Agent to the account designated by the Agent,
no later than 10:00 a.m., New York City time, on the Business Day such payment
is received by the Collateral Agent (provided that in the event such payment is
received by the Collateral Agent on a day that is not a Business Day or after
9:00 a.m., New York City time, on a Business Day, then such payment shall
be made no later than 9:30 a.m., New York City time, on the next
succeeding Business Day) and (ii) in the case of payments in respect of
any Pledged Notes, Pledged Treasury Consideration or Pledged Applicable
Ownership Interest in the Treasury Portfolio, as the case may be, to be paid
upon settlement of such Holder’s obligations to purchase Common Stock under the
Purchase Contract, to the Company on the Stock Purchase Date (as defined
herein) in accordance with the terms of the Pledge Agreement, in full
satisfaction of the respective obligations of the Holders of the Normal Units
of which such Pledged Notes, Pledged Treasury Consideration or Pledged
Applicable Ownership Interest in the Treasury Portfolio, as the case may be,
are a part under the Purchase Contracts forming a part of such Normal
Units.  Quarterly distributions on
Normal Units which include Pledged Notes, Pledged Treasury Consideration or
Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case
may be, which are payable quarterly in arrears on
         ,
        ,
         , and
         each year, commencing
                             
(a “Payment Date”), shall, subject to receipt thereof by the Agent from the
Collateral Agent, be paid to the Person in whose name this Normal Units
Certificate (or a Predecessor Normal Units Certificate) is registered at the
close of business on the Record Date for such Payment Date.


 


Each Purchase
Contract evidenced hereby, unless an Early Settlement has occurred or a Merger
Early Settlement has occurred, obligates the Holder of this Normal Units
Certificate to purchase, and the Company to sell, on
                               
(the “Stock Purchase Date”), at a price equal to [$25] (the “Stated Amount”), a
number of newly issued shares of Common Stock, $0.01 par value per share
(“Common Stock”), of the Company, equal to the Settlement Rate, unless, on or
prior to the Stock Purchase Date, there shall have occurred a Termination Event
with respect to the Normal Units of which such Purchase Contract is a part, all
as provided in the Purchase


 


A-2

















 


Contract Agreement and more fully described on the reverse hereof.  The Purchase Price (as defined herein) for
the shares of Common Stock purchased pursuant to each Purchase Contract
evidenced hereby, if not paid earlier, shall be paid on the Stock Purchase Date
by application of payments received in respect of the Pledged Notes, Pledged
Treasury Consideration or Pledged Applicable Ownership Interest in the Treasury
Portfolio, as the case may be, pledged to secure the obligations of the Holder
under such Purchase Contract in accordance with the terms of the Pledge
Agreement.


 


Payments on the
Notes or the appropriate Treasury Consideration or Applicable Ownership
Interest in the Treasury Portfolio, as the case may be, will be payable at the
office of the Agent in The City of New York, New York or, at the option of the
Company, by check mailed to the address of the Person entitled thereto as such
address appears on the Normal Units Register or by wire transfer to an account
specified by the Company.


 


The Company shall
pay on each Payment Date in respect of each Purchase Contract forming part of a
Normal Unit evidenced hereby an amount (the “Contract Adjustment Payments”)
equal to         % per year of the
Stated Amount, computed on the basis of a 360-day year of twelve 30-day months,
subject to deferral at the option of the Company as provided in the Purchase
Contract Agreement and more fully described on the reverse hereof (provided that
if any date on which Contract Adjustment Payments are to be made on the
Purchase Contracts is not a Business Day, then payment of such Contract
Adjustment Payments payable on that date will be made on the next succeeding
day which is a Business Day, and no interest or payment will be paid in respect
of such delay, except that if such next succeeding Business Day is in the next
succeeding calendar year, then such payment will be made on the immediately
preceding Business Day).  Such Contract
Adjustment Payments shall be payable to the Person in whose name this Normal
Units Certificate (or a Predecessor Normal Units Certificate) is registered at
the close of business on the Record Date for such Payment Date.


 


Contract
Adjustment Payments will be payable at the office of the Agent in The City of
New York, New York or, at the option of the Company, by check mailed to the
address of the Person entitled thereto as such address appears on the Normal
Units Register.


 


Reference is
hereby made to the further provisions set forth on the reverse hereof, which
further provisions shall for all purposes have the same effect as if set forth
at this place.


 


Unless the
certificate of authentication hereon has been executed by the Agent by manual
signature, this Normal Units Certificate shall not be entitled to any benefit
under the Pledge Agreement or the Purchase Contract Agreement or be valid or
obligatory for any purpose.


 


A-3

















 


IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed.


 


	
   

  	
  AMEREN CORPORATION

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  HOLDER SPECIFIED ABOVE (as to obligations of such
  Holder under the Purchase Contracts evidenced hereby)

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  , not individually but solely as 

  
	
   

  	
   

  	
  Attorney-in-Fact of such Holder

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


A-4

















 


AGENT’S
CERTIFICATE OF AUTHENTICATION


 


This is one of the
Normal Units Certificates referred to in the within-mentioned Purchase Contract
Agreement.


 


	
  Dated:

  	
   

  	
  ,

  
	
   

  	
  as Purchase Contract Agent and Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Authorized Signatory

  
					



 


A-5

















 


(Form of
Reverse of Normal Units Certificate)


 


Each Purchase
Contract evidenced hereby is governed by a Purchase Contract Agreement, dated
as of
                      
(as may be supplemented from time to time, the “Purchase Contract Agreement”),
between the Company and
                          ,
as Purchase Contract Agent (including its successors thereunder, herein called
the “Agent”), to which the Purchase Contract Agreement and supplemental
agreements thereto reference is hereby made for a description of the respective
rights, limitations of rights, obligations, duties and immunities thereunder of
the Agent, the Company, and the Holders and of the terms upon which the Normal
Units Certificates are, and are to be, executed and delivered.


 


Each Purchase
Contract evidenced hereby obligates the Holder of this Normal Units Certificate
to purchase, and the Company to sell, on the Stock Purchase Date at a price
equal to [$25] (the “Purchase Price”), a number of shares of Common Stock of
the Company equal to the Settlement Rate, unless, on or prior to the Stock
Purchase Date, there shall have occurred a Termination Event or a Cash
Settlement, Early Settlement or Merger Early Settlement with respect to the
Unit of which such Purchase Contract is a part.  The “Settlement Rate” is equal to (a) if the Applicable
Market Value (as defined below) is equal to or greater than
$       (the “Threshold Appreciation Price”),
           shares of Common
Stock per Purchase Contract, (b) if the Applicable Market Value is less
than the Threshold Appreciation Price, but is greater than
$      , the number of shares of Common Stock per
Purchase Contract equal to the Stated Amount divided by the Applicable Market
Value and (c) if the Applicable Market Value is less than or equal to
$      ,
            shares of
Common Stock per Purchase Contract, in each case subject to adjustment as provided
in the Purchase Contract Agreement.  No
fractional shares of Common Stock will be issued upon settlement of Purchase
Contracts, as provided in the Purchase Contract Agreement.


 


The “Applicable
Market Value” means the average of the Closing Price per share of Common Stock
on each of the 20 consecutive Trading Days ending on the third Trading Day
immediately preceding the Stock Purchase Date or, in the event of a Cash
Merger, the Cash Merger Date.


 


The “Closing
Price” of the Common Stock on any date of determination means the closing sale
price per share (or, if no closing sale price is reported, the last reported
sale price) of the Common Stock on the New York Stock Exchange (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 securities exchange on which the Common Stock is so listed, or if the
Common Stock is not so listed on a United States national or regional
securities exchange, as reported by The Nasdaq Stock Market, or if the Common
Stock is not so reported, the last quoted bid price for the Common Stock in the
over-the-counter market as reported by the National Quotation Bureau or similar
organization, or if such bid price is not available, the market value of the
Common Stock on such date as determined by a nationally recognized independent
investment banking firm retained by the Company for this purpose.


 


A “Trading Day”
means a day on which the Common Stock (A) is not suspended from trading on
any national or regional securities exchange or association or over-the-counter
market


 


A-6

















 


at the close of business
and (B) has traded at least once on the national or regional securities
exchange or association or over-the-counter market that is the primary market
for the trading of the Common Stock at the close of business on such day.


 


Each Purchase
Contract evidenced hereby may be settled prior to the Stock Purchase Date
through Cash Settlement, Early Settlement or Merger Early Settlement, in
accordance with the terms of the Purchase Contract Agreement.


 


In accordance with
the terms of the Purchase Contract Agreement, the Holder of this Normal Units
Certificate shall pay the Purchase Price for the shares of Common Stock
purchased pursuant to each Purchase Contract evidenced hereby (i) by
effecting a Cash Settlement, Early Settlement or Merger Early Settlement,
(ii) by application of payments received in respect of the Pledged Treasury
Consideration acquired from the proceeds of a remarketing of the related
Pledged Notes underlying the Normal Units represented by this Normal Units
Certificate as contemplated by Section 5.4 of the Purchase Contract
Agreement, (iii) if the Holder has elected not to participate in such
remarketing, by application of payments received in respect of the Pledged
Treasury Consideration deposited by such Holder in respect of such Purchase
Contract or (iv) if a Tax Event Redemption has occurred prior to the successful
remarketing of the Notes as contemplated by Section 5.4 of the Purchase
Contract Agreement, by application of payments received in respect of the
Pledged Applicable Ownership Interest in the Treasury Portfolio purchased by
the Collateral Agent on behalf of the Holder of this Normal Units
Certificate.  If, as provided in the
Purchase Contract Agreement, upon the occurrence of a Last Failed Remarketing,
the Collateral Agent, for the benefit of the Company, exercises its rights as a
secured creditor with respect to the Pledged Notes related to this Normal Units
Certificate, any accrued and unpaid interest on such Pledged Notes will become
payable by the Company to the Holder of this Normal Units Certificate in the
manner provided for in the Purchase Contract Agreement.


 


The Company shall
not be obligated to issue any shares of Common Stock in respect of a Purchase
Contract or deliver any certificates therefor to the Holder unless the Company
shall have received payment in full of the aggregate Purchase Price for the
shares of Common Stock to be purchased thereunder in the manner herein set
forth.


 


Under and subject
to the terms of the Pledge Agreement and the Purchase Contract Agreement, the
Agent will be entitled to exercise the voting and any other consensual rights
pertaining to the Pledged Notes, but only to the extent instructed by the
Holders as described below.  Upon
receipt of notice of any meeting at which holders of Notes are entitled to vote
or upon the solicitation of consents, waivers or proxies of holders of Notes,
the Agent shall, as soon as practicable thereafter, mail to the Holders of
Normal Units a notice (a) containing such information as is contained in
the notice or solicitation, (b) stating that each such Holder on the record
date set by the Agent therefor (which, to the extent possible, shall be the
same date as the record date for determining the holders of Notes entitled to
vote) shall be entitled to instruct the Agent as to the exercise of the voting
rights pertaining to the Pledged Notes constituting a part of such Holder’s
Normal Units and (c) stating the manner in which such instructions may be
given.  Upon the written request of the
Holders of Normal Units on such record date, the 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 number of Pledged Notes as
to which any particular


 


A-7

















 


voting instructions are
received.  In the absence of specific
instructions from the Holder of a Normal Unit, the Agent shall abstain from
voting the Pledged Note evidenced by such Normal Unit.


 


The Normal Units
Certificates are issuable only in registered form and only in denominations of
a single Normal Unit and any integral multiple thereof.  The transfer of any Normal Units Certificate
will be registered and Normal Units Certificates may be exchanged as provided
in the Purchase Contract Agreement.  The
Normal Units Registrar may require a Holder, among other things, to furnish
appropriate endorsements and transfer documents permitted by the Purchase
Contract Agreement.  No service charge
shall be made for any such registration of transfer or exchange of a Normal
Units Certificate, but the Company and the 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 not involving any transfer as provided
for in the Purchase Contract Agreement. 
The Holder of a Normal Unit may substitute for the Pledged Notes,
Pledged Treasury Consideration or Pledged Applicable Ownership Interest in the
Treasury Portfolio, as the case may be, securing its obligations under the
related Purchase Contract Treasury Securities in accordance with the terms of
the Purchase Contract Agreement and the Pledge Agreement.  From and after such Collateral Substitution,
the Unit for which such Pledged Treasury Securities secures the Holder’s
obligation under the Purchase Contract shall be referred to as a “Stripped
Unit.”  A Holder that elects to
substitute a Treasury Security for Pledged Notes, Pledged Treasury
Consideration or Pledged Applicable Ownership Interest in the Treasury
Portfolio, as the case may be, thereby creating Stripped Units, shall be
responsible for any fees or expenses payable in connection therewith.  Except as provided in the Purchase Contract
Agreement, for so long as the Purchase Contract underlying a Normal Unit
remains in effect, such Normal Unit shall not be separable into its constituent
parts, and the rights and obligations of the Holder of such Normal Units in
respect of the Pledged Note, Pledged Treasury Consideration or Pledged
Applicable Ownership Interest in the Treasury Portfolio, as the case may be,
and the Purchase Contract comprising such Normal Unit may be acquired, and may
be transferred and exchanged, only as a Normal Unit.


 


A Holder of
Stripped Units may reestablish Normal Units at any time from and after the date
of the Purchase Contract Agreement and on or prior to the second Business Day
immediately preceding the Stock Purchase Date by depositing with the Collateral
Agent Notes or the appropriate Treasury Consideration or Applicable Ownership
Interest in the Treasury Portfolio, as the case may be, in exchange for the
release of the Pledged Treasury Securities in accordance with the terms of the
Purchase Contract Agreement and the Pledge Agreement.


 


Subject to the
next succeeding paragraph, the Company shall pay, on each Payment Date, the
Contract Adjustment Payments, if any, payable in respect of each Purchase
Contract to the Person in whose name the Normal Units Certificate (or one or
more Predecessor Normal Units Certificates) evidencing such Purchase Contract
is registered on the Normal Units Register at the close of business on the
Record Date next preceding such Payment Date. 
The Contract Adjustment Payments, if any, will be payable at the
Corporate Trust Office or, at the option of the Company, by check mailed to the
address of the Person entitled thereto at such Person’s address as it appears
on the Normal Units Register or by wire transfer to an account appropriately
designated by a prior written notice to such Person.


 


A-8

















 


The Company shall
have the right, at any time prior to the Stock Purchase Date, to defer the
payment of any or all of the Contract Adjustment Payments otherwise payable on
any Payment Date, but only if the Company shall give the Holders and the Agent
written notice of its election to defer each such Contract Adjustment Payments
as provided in the Purchase Contract Agreement.  Any Contract Adjustment Payments so deferred shall, to the extent
permitted by law, accrue additional Contract Adjustment Payments thereon at the
rate of       % per year (computed on the basis
of a 360-day year of twelve 30-day months), compounding on each succeeding
Payment Date, until paid in full (such deferred installments of Contract
Adjustment Payments, if any, together with the additional Contract Adjustment
Payments, if any, accrued thereon, are referred to herein as the “Deferred
Contract Adjustment Payments”). 
Deferred Contract Adjustment Payments, if any, shall be due on the next
succeeding Payment Date except to the extent that payment is deferred pursuant
to the Purchase Contract Agreement.  No
Contract Adjustment Payments may be deferred to a date that is after the Stock
Purchase Date and no such deferral period may end other than on a Payment Date.


 


In the event that
the Company elects to defer the payment of Contract Adjustment Payments on the
Purchase Contracts until a Payment Date prior to the Stock Purchase Date, then
all Deferred Contract Adjustment Payments, if any, shall be payable to the
registered Holders as of the close of business on the Record Date immediately
preceding such Payment Date.


 


The Company’s
obligations with respect to Contract Adjustment Payments (including any accrued
or Deferred Contract Adjustment Payments) will be subordinate and junior in
right of payment to the Company’s obligations under any Senior Indebtedness.


 


In the event that
the Company elects to defer the payment of Contract Adjustment Payments on the
Purchase Contracts until the Stock Purchase Date, the Holder of this Normal
Units Certificate will receive on the Stock Purchase Date in lieu of a cash
payment a number of shares of Common Stock (in addition to the number of shares
of Common Stock equal to the Settlement Rate) equal to (i) the aggregate
amount of Deferred Contract Adjustment Payments payable to the Holder of this
Normal Units Certificate divided by (ii) the Applicable Market Value.


 


In the event the
Company exercises its option to defer the payment of Contract Adjustment Payments,
then until the Deferred Contract Adjustment Payments have been paid, the
Company shall not, and will not permit any subsidiary of the Company to,
declare or pay dividends on, make distributions with respect to, or redeem,
purchase or acquire, or make a liquidation payment with respect to, any of the
Company’s Capital Stock other than (i) purchases, redemptions or
acquisitions of shares of the Company’s Capital Stock in connection with any
employment contract, benefit plan or other similar arrangement with or for the
benefit of employees, officers, directors or agents or a stock purchase or
dividend reinvestment plan, or the satisfaction by the Company of its
obligations pursuant to any contract or security outstanding on the date the
Company exercises its rights to defer the Contract Adjustment Payments;
(ii) as a result of a reclassification of the Company’s Capital Stock or
the exchange or conversion of one class or series of the Company’s Capital
Stock for another class or series of the Company’s Capital Stock;
(iii) the purchase of fractional interests in shares of the Company’s
Capital Stock pursuant to the conversion or exchange provisions of such Capital
Stock or the security being converted or exchanged; (iv) dividends or
distributions in any series


 


A-9

















 


of the Company’s Capital
Stock (or rights to acquire Capital Stock) or repurchases, acquisitions or
redemptions of the Company’s Capital Stock in connection with the issuance or
exchange of any series of the Company’s Capital Stock (or securities
convertible into or exchangeable for shares of the Company’s Capital Stock); or
(v) redemptions, exchanges or repurchases of any rights outstanding under
a shareholder rights plan or the declaration or payment thereunder of a
dividend or distribution of or with respect to rights in the future.


 


The Purchase
Contracts and all obligations and rights of the Company and the Holders
thereunder, including, without limitation, the rights of Holders to receive
accumulated Contract Adjustment Payments, if any, or any Deferred Contract
Adjustment Payments and obligations of the Holders to purchase Common Stock,
will immediately and automatically terminate, without the necessity of any
notice or action by any Holder, the Agent or the Company, if, on or prior to
the Stock Purchase Date, a Termination Event shall have occurred.  Upon and after the occurrence of a
Termination Event, the Collateral Agent shall release the Pledged Notes,
Pledged Treasury Consideration or Pledged Applicable Ownership Interest in the
Treasury Portfolio, as the case may be, from the Pledge in accordance with the
provisions of the Pledge Agreement. 
Upon the occurrence of a Termination Event, the Company shall promptly
but in no event later than two Business Days thereafter give written notice to
the Agent, the Collateral Agent and to the Holders, at their addresses as they
appear in the Normal Units Register.


 


Upon registration
of transfer of this Normal Units Certificate, the transferee shall be bound
(without the necessity of any other action on the part of such transferee,
except as may be required by the Agent pursuant to the Purchase Contract
Agreement), under the terms of the Purchase Contract Agreement, the Purchase
Contracts evidenced hereby and the Pledge Agreement and the transferor shall be
released from the obligations under the Purchase Contract Agreement, the
Purchase Contracts evidenced by this Normal Units Certificate and the Pledge
Agreement.  The Company covenants and
agrees, and the Holder, by its acceptance hereof, likewise covenants and
agrees, to be bound by the provisions of this paragraph.


 


The Holder of this
Normal Units Certificate, by its acceptance hereof, irrevocably authorizes the
Agent to enter into and perform the related Purchase Contracts forming part of
the Normal Units evidenced hereby on its behalf as its attorney-in-fact
(including the execution of Certificates on behalf of such Holder), agrees to
be bound by the terms and provisions thereof, covenants and agrees to perform
its obligations under such Purchase Contracts, consents to the provisions of
the Purchase Contract Agreement, irrevocably authorizes the Agent to enter into
and perform the Pledge Agreement on such Holder’s behalf as attorney-in-fact,
and consents to and agrees to be bound by the Pledge of the Notes, the
appropriate Treasury Consideration or Applicable Ownership Interest in the
Treasury Portfolio, as the case may be, underlying this Normal Units
Certificate pursuant to the Pledge Agreement. 
The Holder further covenants and agrees, that, to the extent and in the
manner provided in the Purchase Contract Agreement and the Pledge Agreement,
but subject to the terms thereof, payments in respect of the Pledged Notes,
Pledged Treasury Consideration or Pledged Applicable Ownership Interest in the
Treasury Portfolio, as the case may be, to be paid upon settlement of such
Holder’s obligations to purchase Common Stock under the Purchase Contract,
shall be paid on the Stock Purchase Date by the Collateral Agent to the Company
in satisfaction of such Holder’s obligations under such Purchase Contract and
such Holder shall acquire no right, title or interest in such payments.  Each Holder of a Normal Unit, by acceptance
thereof, will be deemed expressly to have withheld


 


A-10

















 


any consent to the
assumption (i.e., affirmance) under Section 365 of the Bankruptcy Code or
otherwise, of the Purchase Contract by the Company, its trustee in bankruptcy,
any receiver, liquidator or 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.


 


Each Holder of any
Unit, and each Beneficial Owner thereof, by its acceptance thereof or of its
interest therein, further covenants and agrees to treat (i) itself as the
owner of the related Notes, Treasury Consideration, Applicable Ownership
Interest in the Treasury Portfolio or Treasury Securities, as the case may be,
and (ii) the Notes as indebtedness of the Company, in each case, for
United States federal, state and local income and franchise tax purposes.


 


Subject to certain
exceptions, the provisions of the Purchase Contract Agreement may be amended
with the consent of the Holders of a majority of the Purchase Contracts.


 


The Purchase
Contracts shall for all purposes be governed by and deemed to be a contract
under, and construed in accordance with, the laws of the State of New York, without
regard to conflicts of laws principles thereof.


 


The Company, the
Agent and its Affiliates and any agent of the Company or the Agent, may treat
the Person in whose name this Normal Units Certificate is registered on the
Normal Units Register as the owner of the Normal Units evidenced hereby for the
purpose of receiving quarterly payments on the Notes, the Treasury
Consideration or the Applicable Ownership Interest in the Treasury Portfolio,
as the case may be, receiving payments of Contract Adjustment Payments, if any,
and any Deferred Contract Adjustment Payments, performance of the Purchase
Contracts and for all other purposes whatsoever, whether or not any payments in
respect thereof shall be overdue and notwithstanding any notice to the
contrary, and neither the Company, the Agent, such Affiliates nor any agent of
the Company, the Agent or such Affiliates shall be affected by notice to the
contrary.


 


Prior to the
purchase of shares of Common Stock under each Purchase Contract, such Purchase
Contracts shall not entitle the Holder to any of the rights of a holder of
shares of Common Stock.


 


A copy of the
Purchase Contract Agreement is available for inspection at the offices of the
Agent.


 


A-11

















 


ABBREVIATIONS


 


The following
abbreviations, when used in the inscription on the face of this instrument,
shall be construed as though they were written out in full according to
applicable laws or regulations:


 


	
  TEN COM —

  	
   

  	
  as tenants in common

  
	
  UNIF GIFT MIN ACT —

  	
   

  	
                                          Custodian                                     (Minor)

  
	
   

  	
   

  	
  under Uniform Gifts to Minors Act                                     (State)

  
	
  TEN ENT —

  	
   

  	
  as tenants by the entireties

  
	
  JT TEN —

  	
   

  	
  as joint tenants with right of survivorship and not
  as tenants in common

  



 


Additional abbreviations may also be used though not in the above list.


 


 


ASSIGNMENT


 


FOR VALUE
RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto


	
   

  
	
   

  
	
   

  
	
   

  



(Please insert Social
Security or Taxpayer I.D. or other Identifying Number of Assignee)


	
   

  
	
   

  
	
   

  
	
   

  
	
   

  
	
   

  



(Please Print or Type Name and Address Including Postal Zip Code
of Assignee)


 


the within Normal Units Certificates and all rights thereunder, hereby
irrevocably constituting and appointing
         
       
              



	
   

  
	
   

  



attorney to transfer said Normal Units Certificates on the books of
Ameren Corporation with full power of substitution in the premises.


 


	
  Dated: 

  	
   

  	
   

  	
   

  
	
   

  	
  Signature

  
	
   

  	
  NOTICE:  The
  signature to this assignment must correspond with the name as it appears upon
  the face of the within Normal Units Certificates in every particular, without
  alteration or enlargement or any change whatsoever.

  
	
  Signature Guarantee: 

  	
   

  
	
   

  	
   

  	
   

  
					



 


Signatures must be guaranteed by an “eligible guarantor institution”
meeting the requirements of the Registrar, which requirements include
membership or participation in the Security Transfer Agent Medallion Program
(“STAMP”) or such other “signature guarantee program” as may be determined by
the Registrar in addition to, or in substitution for, STAMP, all in accordance
with the Securities Exchange Act of 1934, as amended.


 


A-12

















 


SETTLEMENT
INSTRUCTIONS


 


The undersigned
Holder directs that a certificate for shares of Common Stock deliverable upon
settlement on or after the Stock Purchase Date of the Purchase Contracts
underlying the number of Normal Units evidenced by this Normal Units
Certificate (after taking into account all Units then held by such Holder) be
registered in the name of, and delivered, together with a check in payment for
any fractional share, to the undersigned at the address indicated below unless
a different name and address have been indicated below.  If shares are to be registered in the name
of a Person other than the undersigned, the undersigned will pay any transfer
tax payable incident thereto.


 


	
  Dated:

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Signature

  
	
   

  	
   

  
	
   

  	
   

  
	
  Signature Guarantee:

  	
   

  	
   

  
							



 


Signatures must be guaranteed by an “eligible guarantor institution”
meeting the requirements of the Registrar, which requirements include
membership or participation in the Security Transfer Agent Medallion Program
(“STAMP”) or such other “signature guarantee program” as may be determined by
the Registrar in addition to, or in substitution for, STAMP, all in accordance
with the Securities Exchange Act of 1934, as amended.


 


	
  If shares are to be registered in the name of and
  delivered to a Person other than the Holder, please (i) print such
  Person’s name and address and (ii) provide a guarantee of your signature:

  	
  REGISTERED HOLDER

  
	
   

  	
   

  
	
   

  	
   

  
	
  Please
  print name and address of Registered Holder:

  
	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Name

  	
   

  	
  Name

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Address

  	
   

  	
  Address

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Social Security or
  other Taxpayer Identification Number, if any

  



 


A-13

















 


ELECTION
TO SETTLE EARLY


 


The undersigned
Holder of this Normal Units Certificate hereby irrevocably exercises the option
to effect Early Settlement in accordance with the terms of the Purchase
Contract Agreement with respect to the Purchase Contracts underlying the number
of Normal Units evidenced by this Normal Units Certificate specified below. The
option to effect Early Settlement may be exercised only with respect to
Purchase Contracts underlying Normal Units with an aggregate Stated Amount
equal to $1,000 or an integral multiple thereof.  The undersigned Holder directs that a certificate for shares of
Common Stock deliverable upon such Early Settlement (after taking into account
all Units then held by such Holder) be registered in the name of, and
delivered, together with a check in payment for any fractional share and any
Normal Units Certificate representing any Normal Units evidenced hereby as to
which Early Settlement of the related Purchase Contracts is not effected, to
the undersigned at the address indicated below unless a different name and
address have been indicated below. 
Pledged Notes, Pledged Treasury Consideration or the Pledged Applicable
Ownership Interest in the Treasury Portfolio, as the case may be, deliverable
upon such Early Settlement will be transferred in accordance with the transfer
instructions set forth below.  If shares
are to be registered in the name of a Person other than the undersigned, the undersigned
will pay any transfer tax payable incident thereto.


 


	
  Dated: 

  	
   

  	
   

  	
   

  
	
   

  	
  Signature

  
	
  Signature Guarantee: 

  	
   

  	
   

  	
   

  
					



 


Number of Units evidenced hereby as to which Early Settlement of the
related Purchase Contracts is being elected:


 


	
  If shares of Common Stock or Normal Units
  Certificates are to be registered in the name of and delivered to and Pledged
  Notes, Pledged Treasury Consideration or Pledged Applicable Ownership
  Interest in the Treasury Portfolio, as the case may be, are to be transferred
  to a Person other than the Holder, please print such Person’s name and
  address:

  	
  REGISTERED HOLDER

  



 


Please
print name and address of Registered Holder:


 


	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Name

  	
   

  	
  Name

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Address

  	
   

  	
  Address

  	
   

  
	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Social Security or
  other Taxpayer Identification Number, if any

  



 


Transfer instructions for Pledged Notes, Pledged Treasury Consideration
or the Pledged Applicable Ownership Interest in the Treasury Portfolio, as the
case may be, transferable upon Early Settlement or a Termination Event:


	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  



 


A-14

















 


[TO BE
ATTACHED TO GLOBAL CERTIFICATES]


 


SCHEDULE
OF INCREASES OR DECREASES IN GLOBAL CERTIFICATE


 


The following increases
or decreases in this Global Certificate have been made:


 


 


	
  Date

  	
   

  	
  Amount of

  decrease in

  Stated Amount

  of the Global

  Certificate

  	
   

  	
  Amount of

  increase in

  Stated Amount

  of the Global

  Certificate

  	
   

  	
  Stated
  Amount

  of the Global

  Certificate

  following 

  such decrease

  or increase

  	
   

  	
  Signature
  of

  Authorized

  Officer of

  Agent

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


A-15

















 


EXHIBIT B


 


Form of
Stripped Units Certificate


 


(Form of Global
Certificate Legend)


 


[THIS CERTIFICATE
IS A GLOBAL CERTIFICATE WITHIN THE MEANING OF THE PURCHASE CONTRACT AGREEMENT
(AS HEREINAFTER DEFINED) AND IS REGISTERED IN THE NAME OF THE CLEARING AGENCY
OR A NOMINEE THEREOF.  THIS CERTIFICATE
MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A CERTIFICATE REGISTERED, AND NO
TRANSFER OF THIS CERTIFICATE IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME
OF ANY PERSON OTHER THAN SUCH CLEARING AGENCY OR A NOMINEE THEREOF, EXCEPT IN
THE LIMITED CIRCUMSTANCES DESCRIBED IN THE PURCHASE CONTRACT AGREEMENT.


 


Unless this
Certificate is presented by an authorized representative of The Depository
Trust Company (55 Water Street, New York, New York) to the Company or its agent
for registration of transfer, exchange or payment, and any Certificate issued
is registered in the name of Cede & Co., or such other name as requested by
an authorized representative of The Depository Trust Company, and any payment
hereon is made to Cede & Co., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY A PERSON IS WRONGFUL since the registered owner hereof,
Cede & Co., has an interest herein.]


 


AMEREN
CORPORATION


 


(Form of Face of Stripped
Units Certificate)


([$25] Stated Amount)


 


No.     


CUSIP No.
                  


Number of Stripped
Units         


 


This Stripped
Units Certificate certifies that
               
is the registered Holder of the number of Stripped Units set forth above.  Each Stripped Unit represents (i) a
[1/40] undivided beneficial ownership interest in a Treasury Security, subject
to the Pledge of such interest in such Treasury Security by the Holder pursuant
to the Pledge Agreement, and (ii) the rights and obligations of the Holder
under one Purchase Contract with Ameren Corporation, a Missouri corporation
(the “Company”).  All capitalized terms
used herein which are defined in the Purchase Contract Agreement have the
meaning set forth therein.


 


Pursuant to the
Pledge Agreement, the Treasury Security constituting part of each Stripped Unit
evidenced hereby has been pledged to the Collateral Agent, for the benefit of
the Company, to secure the obligations of the Holder under the Purchase
Contract comprising a part of such Stripped Unit to purchase the Common Stock
of the Company.  Prior to the purchase
of shares of Common Stock under each Purchase Contract, such Purchase Contracts
shall not entitle the Holders of Normal Units Certificates to any of the rights
of a holder of shares of Common Stock, including, without limitation, the right
to vote or receive any dividends or other payments


 


B-1

















 


or to consent or to
receive notice as stockholders in respect of the meetings of stockholders or
for the election of directors of the Company or for any other matter, or any
other rights whatsoever as stockholders of the Company.


 


Each Purchase
Contract evidenced hereby, unless an Early Settlement has occurred or a Merger
Early Settlement has occurred, obligates the Holder of this Stripped Units
Certificate to purchase, and the Company to sell, on
                      
(the “Stock Purchase Date”), at a price equal to [$25] (the “Stated Amount”), a
number of newly issued shares of Common Stock, $0.01 par value per share
(“Common Stock”), of the Company, equal to the Settlement Rate, unless on or
prior to the Stock Purchase Date, there shall have occurred a Termination Event
with respect to the Stripped Units of which such Purchase Contract is a part,
all as provided in the Purchase Contract Agreement and more fully described on
the reverse hereof.  The Purchase Price
(as defined herein) for the shares of Common Stock purchased pursuant to each
Purchase Contract evidenced hereby, if not paid earlier, shall be paid on the
Stock Purchase Date by application of payments received in respect of the
Pledged Treasury Securities pledged to secure the obligations of the Holder
under such Purchase Contract in accordance with the terms of the Pledge
Agreement.


 


The Company shall
pay on each Payment Date in respect of each Purchase Contract forming part of a
Stripped Unit evidenced hereby an amount (the “Contract Adjustment Payments”)
equal to     % per year of the Stated Amount, computed on
the basis of a 360-day year of twelve 30-day months, subject to deferral at the
option of the Company as provided in the Purchase Contract Agreement and more
fully described on the reverse hereof (provided that if any date on which
Contract Adjustment Payments are to be made on the Purchase Contracts is not a
Business Day, then payment of such Contract Adjustment Payments payable on that
date will be made on the next succeeding day which is a Business Day, and no
interest or payment will be paid in respect of such delay, except that if such
next succeeding Business Day is in the next succeeding calendar year, then such
payment will be made on the immediately preceding Business Day).  Such Contract Adjustment Payments shall be
payable to the Person in whose name this Stripped Units Certificate (or a
Predecessor Stripped Units Certificate) is registered at the close of business
on the Record Date for such Payment Date.


 


Contract
Adjustment Payments will be payable at the office of the Agent in The City of
New York, New York or, at the option of the Company, by check mailed to the
address of the Person entitled thereto as such address appears on the Normal
Units Register.  Reference is hereby
made to the further provisions set forth on the reverse hereof, which further
provisions shall for all purposes have the same effect as if set forth at this
place.


 


Unless the
certificate of authentication hereon has been executed by the Agent by manual
signature, this Stripped Units Certificate shall not be entitled to any benefit
under the Pledge Agreement or the Purchase Contract Agreement or be valid or
obligatory for any purpose.


 


B-2

















 


IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed.


 


	
   

  	
  AMEREN CORPORATION

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
  HOLDER SPECIFIED ABOVE (as to obligations of such
  Holder under the Purchase Contracts evidenced hereby)

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  ,  not
  individually but solely

  
	
   

  	
   

  	
  as Attorney-in-Fact of such Holder

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


B-3

















 


AGENT’S
CERTIFICATE OF AUTHENTICATION


 


This is one of the
Stripped Units Certificates referred to in the within-mentioned Purchase
Contract Agreement.


 


	
  Dated:

  	
   

  	
  ,

  
	
   

  	
  as Purchase Contract
  Agent and Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Authorized Signatory

  	
   

  
	
   

  	
   

  
					



 


 


B-4

















 


(Form of
Reverse of Stripped Units Certificate)


 


Each Purchase
Contract evidenced hereby is governed by a Purchase Contract Agreement, dated
as of
                  
(as may be supplemented from time to time, the “Purchase Contract Agreement”),
between the Company and
               ,
as Purchase Contract Agent (including its successors thereunder, herein called
the “Agent”), to which the Purchase Contract Agreement and supplemental
agreements thereto reference is hereby made for a description of the respective
rights, limitations of rights, obligations, duties and immunities thereunder of
the Agent, the Company and the Holders and of the terms upon which the Stripped
Units Certificates are, and are to be, executed and delivered.


 


Each Purchase
Contract evidenced hereby obligates the Holder of this Stripped Units
Certificate to purchase, and the Company to sell, on the Stock Purchase Date at
a price equal to [$25] (the “Purchase Price”), a number of shares of Common
Stock of the Company equal to the Settlement Rate, unless, on or prior to the
Stock Purchase Date, there shall have occurred a Termination Event or a Cash
Settlement, Early Settlement or Merger Early Settlement with respect to the
Unit of which such Purchase Contract is a part.  The “Settlement Rate” is equal to (a) if the Applicable
Market Value (as defined below) is equal to or greater than
$     (the “Threshold Appreciation Price”),
        shares of Common Stock per Purchase
Contract, (b) if the Applicable Market Value is less than the Threshold
Appreciation Price, but is greater than $    , the number
of shares of Common Stock per Purchase Contract equal to the Stated Amount
divided by the Applicable Market Value and (c) if the Applicable Market
Value is less than or equal to $    ,
       shares of Common Stock per Purchase
Contract, in each case subject to adjustment as provided in the Purchase
Contract Agreement.  No fractional
shares of Common Stock will be issued upon settlement of Purchase Contracts, as
provided in the Purchase Contract Agreement.


 


The “Applicable
Market Value” means the average of the Closing Price per share of Common Stock
on each of the 20 consecutive Trading Days ending on the third Trading Day
immediately preceding the Stock Purchase Date or, in the event of a Cash
Merger, the Cash Merger Date.


 


The “Closing
Price” of the Common Stock on any date of determination means the closing sale
price per share (or, if no closing sale price is reported, the last reported
sale price) of the Common Stock on the New York Stock Exchange (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 securities exchange on which the Common Stock is so listed, or if the
Common Stock is not so listed on a United States national or regional
securities exchange, as reported by The Nasdaq Stock Market, or if the Common
Stock is not so reported, the last quoted bid price for the Common Stock in the
over-the-counter market as reported by the National Quotation Bureau or similar
organization, or if such bid price is not available, the market value of the
Common Stock on such date as determined by a nationally recognized independent
investment banking firm retained by the Company for this purpose.


 


A “Trading Day”
means a day on which the Common Stock (A) is not suspended from trading on
any national or regional securities exchange or association or over-the-counter
market


 


B-5

















 


at the close of business
and (B) has traded at least once on the national or regional securities
exchange or association or over-the-counter market that is the primary market
for the trading of the Common Stock at the close of business on such day.


 


Each Purchase
Contract evidenced hereby may be settled prior to the Stock Purchase Date
through Cash Settlement, Early Settlement or Merger Early Settlement, in
accordance with the terms of the Purchase Contract Agreement.


 


In accordance with
the terms of the Purchase Contract Agreement, the Holder of this Stripped Units
Certificate shall pay the Purchase Price for the shares of Common Stock
purchased pursuant to each Purchase Contract evidenced hereby (i) by
effecting a Cash Settlement, Early Settlement or Merger Early Settlement or
(ii) by application of payments received in respect of the Pledged
Treasury Securities underlying the Stripped Units represented by this Stripped
Units Certificate.


 


The Company shall
not be obligated to issue any shares of Common Stock in respect of a Purchase
Contract or deliver any certificates therefor to the Holder unless the Company
shall have received payment in full of the aggregate Purchase Price for the
shares of Common Stock to be purchased thereunder in the manner herein set
forth.


 


The Stripped Units
Certificates are issuable only in registered form and only in denominations of
a single Stripped Unit and any integral multiple thereof.  The transfer of any Stripped Units
Certificate will be registered and Stripped Units Certificates may be exchanged
as provided in the Purchase Contract Agreement.  The Stripped Units Registrar may require a Holder, among other
things, to furnish appropriate endorsements and transfer documents permitted by
the Purchase Contract Agreement.  No
service charge shall be made for any such registration of transfer or exchange
of a Stripped Units Certificate, but the Company and the 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 not involving
any transfer as provided for in the Purchase Contract Agreement.  The Holder of a Stripped Unit may substitute
for the Pledged Treasury Securities securing its obligations under the related
Purchase Contract Notes or the appropriate Treasury Consideration or Applicable
Ownership Interest in the Treasury Portfolio in accordance with the terms of
the Purchase Contract Agreement and the Pledge Agreement.  From and after such Collateral Substitution,
the Unit for which such Pledged Notes, Pledged Treasury Consideration or
Pledged Applicable Ownership Interest in the Treasury Portfolio secures the
Holder’s obligation under the Purchase Contract shall be referred to as a “Normal
Unit.”  A Holder that elects to
substitute Notes or the appropriate Treasury Consideration or Applicable
Ownership Interest in the Treasury Portfolio, as the case may be, for Pledged
Treasury Securities, thereby reestablishing Normal Units, shall be responsible
for any fees or expenses payable in connection therewith.  Except as provided in the Purchase Contract
Agreement, for so long as the Purchase Contract underlying a Stripped Unit
remains in effect, such Stripped Unit shall not be separable into its constituent
parts, and the rights and obligations of the Holder of such Stripped Unit in
respect of the Pledged Treasury Security and the Purchase Contract comprising
such Stripped Unit may be acquired, and may be transferred and exchanged, only
as a Stripped Unit.


 


B-6

















 


A Holder of Normal
Units may establish Stripped Units at any time from and after the date of the
Purchase Contract Agreement and on or prior to the second Business Day
immediately preceding the Stock Purchase Date by depositing with the Collateral
Agent Treasury Securities in exchange for the release of the Pledged Notes or
the appropriate Pledged Treasury Consideration or Pledged Applicable Ownership
Interest in the Treasury Portfolio, as the case may be, in accordance with the
terms of the Purchase Contract Agreement and the Pledge Agreement.


 


Subject to the
next succeeding paragraph, the Company shall pay, on each Payment Date, the
Contract Adjustment Payments, if any, payable in respect of each Purchase
Contract to the Person in whose name the Stripped Units Certificate (or one or
more Predecessor Stripped Units Certificates) evidencing such Purchase Contract
is registered on the Stripped Units Register at the close of business on the
Record Date next preceding such Payment Date. 
The Contract Adjustment Payments, if any, will be payable at the
Corporate Trust Office or, at the option of the Company, by check mailed to the
address of the Person entitled thereto at such Person’s address as it appears
on the Stripped Units Register or by wire transfer to an account appropriately
designated by a prior written notice to such Person.


 


The Company shall
have the right, at any time prior to the Stock Purchase Date, to defer the
payment of any or all of the Contract Adjustment Payments otherwise payable on
any Payment Date, but only if the Company shall give the Holders and the Agent
written notice of its election to defer each such Contract Adjustment Payments
as provided in the Purchase Contract Agreement.  Any Contract Adjustment Payments so deferred shall, to the extent
permitted by law, accrue additional Contract Adjustment Payments thereon at the
rate of     % per year (computed on the basis of a 360-day
year of twelve 30-day months), compounding on each succeeding Payment Date,
until paid in full (such deferred installments of Contract Adjustment Payments,
if any, together with the additional Contract Adjustment Payments, if any,
accrued thereon, are referred to herein as the “Deferred Contract Adjustment
Payments”).  Deferred Contract
Adjustment Payments, if any, shall be due on the next succeeding Payment Date
except to the extent that payment is deferred pursuant to the Purchase Contract
Agreement.  No Contract Adjustment
Payments may be deferred to a date that is after the Stock Purchase Date and no
such deferral period may end other than on a Payment Date.


 


In the event that
the Company elects to defer the payment of Contract Adjustment Payments on the
Purchase Contracts until a Payment Date prior to the Stock Purchase Date, then
all Deferred Contract Adjustment Payments, if any, shall be payable to the
registered Holders as of the close of business on the Record Date immediately
preceding such Payment Date.


 


The Company’s
obligations with respect to Contract Adjustment Payments (including any accrued
or Deferred Contract Adjustment Payments) will be subordinate and junior in
right of payment to the Company’s obligations under any Senior Indebtedness.


 


In the event that
the Company elects to defer the payment of Contract Adjustment Payments on the
Purchase Contracts until the Stock Purchase Date, the Holder of this Stripped
Units Certificate will receive on the Stock Purchase Date in lieu of a cash
payment a number of shares of Common Stock (in addition to the number of shares
of Common Stock equal to the Settlement Rate) equal to (i) the aggregate
amount of Deferred Contract Adjustment Payments


 


B-7

















 


payable to the Holder of
this Stripped Units Certificate divided by (ii) the Applicable Market
Value.


 


In the event the
Company exercises its option to defer the payment of Contract Adjustment
Payments, then, until the Deferred Contract Adjustment Payments have been paid,
the Company shall not, and will not permit any subsidiary of the Company to,
declare or pay dividends on, make distributions with respect to, or redeem,
purchase or acquire, or make a liquidation payment with respect to, any of the
Company’s Capital Stock other than (i) purchases, redemptions or
acquisitions of shares of the Company’s Capital Stock in connection with any
employment contract, benefit plan or other similar arrangement with or for the
benefit of employees, officers, directors or agents or a stock purchase or
dividend reinvestment plan, or the satisfaction by the Company of its
obligations pursuant to any contract or security outstanding on the date the
Company exercises its rights to defer the Contract Adjustment Payments;
(ii) as a result of a reclassification of the Company’s Capital Stock or
the exchange or conversion of one class or series of the Company’s Capital
Stock for another class or series of the Company’s Capital Stock;
(iii) the purchase of fractional interests in shares of the Company’s
Capital Stock pursuant to the conversion or exchange provisions of such Capital
Stock or the security being converted or exchanged; (iv) dividends or
distributions in any series of the Company’s Capital Stock (or rights to
acquire Capital Stock) or repurchases, acquisitions or redemptions of the
Company’s Capital Stock in connection with the issuance or exchange of any
series of the Company’s Capital Stock (or securities convertible into or
exchangeable for shares of the Company’s Capital Stock); or
(v) redemptions, exchanges or repurchases of any rights outstanding under
a shareholder rights plan or the declaration or payment thereunder of a
dividend or distribution of or with respect to rights in the future.


 


The Purchase
Contracts and all obligations and rights of the Company and the Holders
thereunder, including, without limitation, the rights of Holders to receive
accumulated Contract Adjustment Payments, if any, or any Deferred Contract
Adjustment Payments and obligations of the Holders to purchase Common Stock,
will immediately and automatically terminate, without the necessity of any
notice or action by any Holder, the Agent or the Company, if, on or prior to
the Stock Purchase Date, a Termination Event shall have occurred.  Upon and after the occurrence of a
Termination Event, the Collateral Agent shall release the Pledged Treasury
Securities from the Pledge in accordance with the provisions of the Pledge
Agreement.  Upon the occurrence of a
Termination Event, the Company shall promptly but in no event later than two
Business Days thereafter give written notice to the Agent, the Collateral Agent
and to the Holders, at their addresses as they appear in the Stripped Units
Register.


 


Upon registration
of transfer of this Stripped Units Certificate, the transferee shall be bound
(without the necessity of any other action on the part of such transferee,
except as may be required by the Agent pursuant to the Purchase Contract
Agreement), under the terms of the Purchase Contract Agreement, the Purchase
Contracts evidenced hereby and the Pledge Agreement and the transferor shall be
released from the obligations under the Purchase Contract Agreement, the
Purchase Contracts evidenced by this Stripped Units Certificate and the Pledge
Agreement.  The Company covenants and
agrees, and the Holder, by its acceptance hereof, likewise covenants and
agrees, to be bound by the provisions of this paragraph.


 


B-8

















 


The Holder of this
Stripped Units Certificate, by its acceptance hereof, irrevocably authorizes
the Agent to enter into and perform the related Purchase Contracts forming part
of the Stripped Units evidenced hereby on its behalf as its attorney-in-fact
(including the execution of Certificates on behalf of such Holder), agrees to
be bound by the terms and provisions thereof, covenants and agrees to perform
its obligations under such Purchase Contracts, consents to the provisions of
the Purchase Contract Agreement, irrevocably authorizes the Agent to enter into
and perform the Pledge Agreement on such Holder’s behalf as attorney-in-fact,
and consents to and agrees to be bound by the Pledge of the Treasury Securities
underlying this Stripped Units Certificate pursuant to the Pledge
Agreement.  The Holder further covenants
and agrees, that, to the extent and in the manner provided in the Purchase
Contract Agreement and the Pledge Agreement, but subject to the terms thereof,
payments in respect of the Pledged Treasury Securities, to be paid upon
settlement of such Holder’s obligations to purchase Common Stock under the
Purchase Contract, shall be paid on the Stock Purchase Date by the Collateral
Agent to the Company in satisfaction of such Holder’s obligations under such
Purchase Contract and such Holder shall acquire no right, title or interest in
such payments.  Each Holder of a
Stripped Unit, by acceptance thereof, will be deemed expressly to have withheld
any consent to the assumption (i.e., affirmance) under Section 365 of the
Bankruptcy Code or otherwise, of the Purchase Contract by the Company, its
trustee in bankruptcy, any receiver, liquidator or 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.


 


Each Holder of any
Unit, and each Beneficial Owner thereof, by its acceptance thereof or of its
interest therein, further covenants and agrees to treat (i) itself as the
owner of the related Notes, Treasury Consideration or Treasury Securities, as
the case may be, and (ii) the Notes as indebtedness of the Company, in
each case, for United States federal, state and local income and franchise tax
purposes.


 


Subject to certain
exceptions, the provisions of the Purchase Contract Agreement may be amended
with the consent of the Holders of a majority of the Purchase Contracts.


 


The Purchase
Contracts shall for all purposes be governed by and deemed to be a contract
under, and construed in accordance with, the laws of the State of New York,
without regard to conflicts of laws principles thereof.


 


The Company, the
Agent and its Affiliates and any agent of the Company or the Agent may treat
the Person in whose name this Stripped Units Certificate is registered as the
owner of the Stripped Units evidenced hereby for the purpose of receiving
Contract Adjustment Payments, if any, and any Deferred Contract Adjustment
Payments performance of the Purchase Contracts and for all other purposes
whatsoever, whether or not any payments in respect thereof shall be overdue and
notwithstanding any notice to the contrary, and neither the Company, the Agent,
such Affiliates nor any agent of the Company, the Agent or such Affiliates
shall be affected by notice to the contrary.


 


Prior to the
purchase of shares of Common Stock under each Purchase Contract, such Purchase
Contracts shall not entitle the Holder to any of the rights of a holder of
shares of Common Stock.


 


B-9

















 


A copy of the Purchase Contract Agreement is available
for inspection at the offices of the Agent.


 


B-10

















 


ABBREVIATIONS


 


The following
abbreviations, when used in the inscription on the face of this instrument,
shall be construed as though they were written out in full according to
applicable laws or regulations:


 


	
  TEN COM —

  	
   

  	
  as tenants in common

  
	
  UNIF GIFT MIN ACT —

  	
   

  	
                                             Custodian                                     (Minor)

  
	
   

  	
   

  	
  under Uniform Gifts to Minors Act                                        (State)

  
	
  TEN ENT —

  	
   

  	
  as tenants by the entireties

  
	
  JT TEN —

  	
   

  	
  as joint tenants with right of survivorship and not
  as tenants in common

  



 


Additional abbreviations may also be used though not in the above list.


 


 


ASSIGNMENT


 


	
  FOR VALUE RECEIVED, the
  undersigned hereby sell(s), assign(s) and transfer(s) unto

  
	
   

  
	
   

  
	
   

  
	
   

  
	
  (Please insert Social
  Security or Taxpayer I.D. or other Identifying Number of Assignee)

  
	
   

  
	
   

  
	
   

  
	
   

  
	
   

  
	
   

  
	
  (Please Print or Type Name and Address
  Including Postal Zip Code of Assignee)

  
	
  the within Normal Units Certificates and all rights
  thereunder, hereby irrevocably constituting and

  
	
  appointing

  	
   

  
	
  attorney to transfer said Normal Units Certificates
  on the books of Ameren Corporation with full power of substitution in the
  premises.

  



 


	
  Dated:

  	
   

  	
   

  	
   

  
	
   

  	
  Signature

  	
   

  
	
   

  	
  NOTICE:  The
  signature to this assignment must correspond with the name as it appears upon
  the face of the within Normal Units Certificates in every particular, without
  alteration or enlargement or any change whatsoever.

  
	
  Signature Guarantee:

  	
   

  
	
   

  	
   

  	
   

  
						



 


Signatures must be guaranteed by an “eligible guarantor institution”
meeting the requirements of the Registrar, which requirements include
membership or participation in the Security Transfer Agent Medallion Program
(“STAMP”) or such other “signature guarantee program” as may be determined by
the Registrar in addition to, or in substitution for, STAMP, all in accordance
with the Securities Exchange Act of 1934, as amended.


 


B-11

















 


SETTLEMENT
INSTRUCTIONS


 


The undersigned
Holder directs that a certificate for shares of Common Stock deliverable upon
settlement on or after the Stock Purchase Date of the Purchase Contracts
underlying the number of Stripped Units evidenced by this Stripped Units
Certificate (after taking into account all Units then held by such Holder) be
registered in the name of, and delivered, together with a check in payment for
any fractional share, to the undersigned at the address indicated below unless
a different name and address have been indicated below.  If shares are to be registered in the name
of a Person other than the undersigned, the undersigned will pay any transfer
tax payable incident thereto.


 


	
  Dated:

  	
   

  	
   

  	
   

  
	
   

  	
  Signature

  
	
   

  	
   

  
	
   

  	
   

  
	
  Signature Guarantee:

  	
   

  	
   

  
					



 


Signatures must be guaranteed by an “eligible guarantor institution”
meeting the requirements of the Registrar, which requirements include
membership or participation in the Security Transfer Agent Medallion Program
(“STAMP”) or such other “signature guarantee program” as may be determined by
the Registrar in addition to, or in substitution for, STAMP, all in accordance
with the Securities Exchange Act of 1934, as amended.


 


	
  If shares are to be registered in the name of and
  delivered to a Person other than the Holder, please (i) print such
  Person’s name and address and (ii) provide a guarantee of your
  signature:

  	
   

  	
  REGISTERED HOLDER

  



 


	
  Please
  print name and address of Registered Holder:

  



 


	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Name

  	
   

  	
  Name

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Address

  	
   

  	
  Address

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Social Security or
  other Taxpayer Identification Number, if any

  
					



 


B-12

















 


ELECTION
TO SETTLE EARLY


 


The undersigned
Holder of this Stripped Units Certificate hereby irrevocably exercises the
option to effect Early Settlement in accordance with the terms of the Purchase
Contract Agreement with respect to the Purchase Contracts underlying the number
of Stripped Units evidenced by this Stripped Units Certificate specified below.
The option to effect Early Settlement may be exercised only with respect to
Purchase Contracts underlying Stripped Units with an aggregate Stated Amount
equal to $1,000 or an integral multiple thereof.  The undersigned Holder directs that a certificate for shares of
Common Stock deliverable upon such Early Settlement (after taking into account
all Units then held by such Holder) be registered in the name of, and
delivered, together with a check in payment for any fractional share and any
Stripped Units Certificate representing any Stripped Units evidenced hereby as
to which Early Settlement of the related Purchase Contracts is not effected, to
the undersigned at the address indicated below unless a different name and
address have been indicated below.  Pledged
Treasury Securities deliverable upon such Early Settlement will be transferred
in accordance with the transfer instructions set forth below.  If shares are to be registered in the name
of a Person other than the undersigned, the undersigned will pay any transfer
tax payable incident thereto.


 


	
  Dated:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Signature

  
	
  Signature Guarantee:

  	
   

  	
   

  	
   

  
					



 


Number of Units evidenced hereby as to which Early Settlement of the
related Purchase Contracts is being elected:


 


	
  If shares of Common Stock or Stripped Units
  Certificates are to be registered in the name of and delivered to and Pledged
  Notes, Pledged Treasury Consideration or Pledged Applicable Ownership
  Interest in the Treasury Portfolio, as the case may be, are to be transferred
  to a Person other than the Holder, please print such Person’s name and address:

  	
   

  	
  REGISTERED HOLDER

  



 


Please
print name and address of Registered Holder:


 


	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Name

  	
   

  	
  Name

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Address

  	
   

  	
  Address

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Social Security or
  other Taxpayer Identification Number, if any

  
					



 


Transfer instructions for Pledged Notes, Pledged Treasury Consideration
or the Pledged Applicable Ownership Interest in the Treasury Portfolio, as the
case may be, transferable upon Early Settlement or a Termination Event:


	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  



 


B-13

















 


[TO BE
ATTACHED TO GLOBAL CERTIFICATES]


 


SCHEDULE
OF INCREASES OR DECREASES IN GLOBAL CERTIFICATE


 


The following increases
or decreases in this Global Certificate have been made:


 


 


	
  Date

  	
   

  	
  Amount of

  decrease in

  Stated Amount

  of the Global

  Certificate

  	
   

  	
  Amount of

  increase in

  Stated Amount

  of the Global

  Certificate

  	
   

  	
  Stated
  Amount

  of the Global

  Certificate

  following

  such decrease

  or increase

  	
   

  	
  Signature
  of

  Authorized

  Officer of

  Agent

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


B-14

















 


EXHIBIT C


 


Instruction
from Purchase Contract Agent to Collateral Agent


 


	
                            ,

  	
   

  
	
  as Collateral Agent

  	
   

  
	
  c/o

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Attention:

  	
   

  	
   

  	
   

  
	
  Telecopy:

  	
   

  	
   

  	
   

  
							



 


Re:          Equity Security Units
of Ameren Corporation (the “Company”)


 


We hereby notify
you in accordance with Section 4.1 of the Pledge Agreement, dated as of
                       ,
among the Company, you, as Collateral Agent, Custodial Agent and Securities
Intermediary, and us, as Purchase Contract Agent and as attorney-in-fact for
the holders of [Normal Units] [Stripped Units] from time to time, that the
holder of securities listed below (the Holder) has elected to substitute
[$            aggregate
principal amount of Treasury Securities (CUSIP
No.                   )]
[$            
principal amount of Notes or the appropriate Treasury Consideration or
Applicable Ownership Interest in the Treasury Portfolio, as the case may be,]
in exchange for the related [Pledged Notes, Pledged Treasury Consideration or
Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case
may be [Pledged Treasury Securities (CUSIP No.              )]
held by you in accordance with the Pledge Agreement and has delivered to us a
notice stating that the Holder has transferred [Treasury Securities] [Notes or
the appropriate Treasury Consideration or Applicable Ownership Interest in the
Treasury Portfolio, as the case may be,] to you, as Collateral Agent.  We hereby instruct you, upon receipt of such
[Treasury Securities] [Notes, Treasury Consideration or Applicable Ownership
Interest in the Treasury Portfolio, as the case may be], and upon the payment
by such Holder of any applicable fees, to release the [Pledged Notes, Pledged
Treasury Consideration or Pledged Applicable Ownership Interest in the Treasury
Portfolio, as the case may be,] [Treasury Securities] related to such [Normal
Units] [Stripped Units] to us in accordance with the Holder’s instructions.


 


	
  Date:

  	
   

  	
   

  	
                               ,

  
	
   

  	
        as
  Collateral Agent

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


C-1

















 


Please print name and
address of Registered Holder electing to substitute [Treasury Securities]
[Notes or Treasury Consideration or Applicable Ownership Interest in the
Treasury Portfolio, as the case may be,] for the [Pledged Notes, Pledged
Treasury Consideration or Pledged Applicable Ownership Interest in the Treasury
Portfolio, as the case may be,] [Pledged Treasury Securities]:


 


	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Name

  	
   

  	
  Address

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Name

  	
   

  	
  Address

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Social Security or
  other Taxpayer Identification Number, if any

  
					



 


C-2

















 


EXHIBIT D


 


Instruction
to Purchase Contract Agent


 


	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Attention:

  	
   

  	
   

  
	
  Telecopy:

  	
   

  	
   

  
				



 


Re:          Equity Security Units
of Ameren Corporation (the “Company”)


 


The undersigned
Holder hereby notifies you that it has delivered to
                     ,
as Collateral Agent, Custodial Agent and Securities Intermediary (the
“Collateral Agent”)
[$                 
aggregate principal amount of Treasury Securities]
[$                 
principal amount of Notes or the appropriate Treasury Consideration or
Applicable Ownership Interest in the Treasury Portfolio, as the case may be,]
in exchange for the related [Pledged Notes, Pledged Treasury Consideration or
Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case
may be,] [Pledged Treasury Securities] held by the Collateral Agent, in
accordance with Section 4.1 of the Pledge Agreement, dated as of
                      
(the “Pledge Agreement”), among you, the Company and the Collateral Agent.  The undersigned Holder has paid the Collateral
Agent all applicable fees relating to such exchange.  The undersigned Holder hereby instructs you to instruct the
Collateral Agent to release to you on behalf of the undersigned Holder the
[Pledged Notes, Pledged Treasury Consideration or Pledged Applicable Ownership
Interest in the Treasury Portfolio, as the case may be,] [Pledged Treasury
Securities] related to such [Normal Units] [Stripped Units].


 


	
  Date:

  	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
  Signature Guarantee:

  	
   

  	
   

  	
   

  
								



 


Signatures must be
guaranteed by an “eligible guarantor institution” meeting the requirements of
the Registrar, which requirements include membership or participation in the
Security Transfer Agent Medallion Program (“STAMP”) or such other “signature
guarantee program” as may be determined by the Registrar in addition to, or in
substitution for, STAMP, all in accordance with the Securities Exchange Act of
1934, as amended.


 


Please print name and address of Registered Holder:


 


	
  Name

  	
   

  	
   

  	
  Social Security or other Taxpayer

  
	
   

  	
   

  	
  Identification Number, if any

  
	
  Address

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
						



 


D-1

















 


EXHIBIT E


 


Notice
to Settle by Separate Cash


 


	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Attention:

  	
   

  	
   

  
	
  Telecopy:

  	
   

  	
   

  
				



 


Re:          Equity Security Units
of Ameren Corporation (the “Company”)


 


The undersigned Holder hereby irrevocably notifies you in accordance
with Section 5.4 of the Purchase Contract Agreement, dated as of
                    
among the Company, yourselves, as Purchase Contract Agent, Attorney-in-Fact and
Trustee for the Holders of the Purchase Contracts, that such Holder has elected
to pay to the Collateral Agent, on or prior to 11:00 a.m. New York City
time, on the Business Day immediately preceding the Stock Purchase Date, (in
lawful money of the United States by certified or cashiers check or wire
transfer, in each case in immediately available funds),
$                
as the Purchase Price for the shares of Common Stock issuable to such Holder by
the Company under the related Purchase Contract on the Stock Purchase
Date.  The undersigned Holder hereby
instructs you to notify promptly the Collateral Agent of the undersigned
Holder’s election to make such cash settlement with respect to the Purchase
Contracts related to such Holder’s [Normal Units].


 


	
  Date:

  	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
  Signature Guarantee:

  	
   

  	
   

  	
   

  
								



 


Signatures must be guaranteed by an “eligible guarantor institution”
meeting the requirements of the Registrar, which requirements include
membership or participation in the Security Transfer Agent Medallion Program
(“STAMP”) or such other “signature guarantee program” as may be determined by
the Registrar in addition to, or in substitution for, STAMP, all in accordance
with the Securities Exchange Act of 1934, as amended.


 


Please print name and address of Registered Holder:


 


	
  Name

  	
   

  	
   

  	
  Social Security or other Taxpayer

  
	
   

  	
   

  	
  Identification Number, if any

  
	
  Address

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
						



 


E-1