exv4w3






Exhibit 4.3




EXECUTION COPY




Johnson Controls, Inc.




and




U.S. Bank National Association,




as Purchase Contract Agent,




and




U.S. Bank National Association,




as Collateral Agent, Custodial Agent and Securities Intermediary




PURCHASE CONTRACT AND PLEDGE AGREEMENT




Dated as of March 16, 2009




 









 





TABLE OF CONTENTS






	 	 	 	 	 	 	 
	 	 	 	 	Page
	ARTICLE 1     DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION	 	 	2	 
	 
	 	 	 	 	 	 
	     Section 1.01

	 	Definitions
	 	 	2	 
	     Section 1.02

	 	Compliance Certificates and Opinions
	 	 	15	 
	     Section 1.03

	 	Form of Documents Delivered to Purchase Contract Agent
	 	 	16	 
	     Section 1.04

	 	Acts of Holders; Record Dates
	 	 	16	 
	     Section 1.05

	 	Notices
	 	 	17	 
	     Section 1.06

	 	Notice to Holders; Waiver
	 	 	18	 
	     Section 1.07

	 	Effect of Headings and Table of Contents
	 	 	18	 
	     Section 1.08

	 	Successors and Assigns
	 	 	18	 
	     Section 1.09

	 	Separability Clause
	 	 	18	 
	     Section 1.10

	 	Benefits of Agreement
	 	 	18	 
	     Section 1.11

	 	Governing Law; Waiver of Jury Trial
	 	 	18	 
	     Section 1.12

	 	Legal Holidays
	 	 	19	 
	     Section 1.13

	 	Counterparts
	 	 	19	 
	     Section 1.14

	 	Inspection of Agreement
	 	 	19	 
	     Section 1.15

	 	Appointment of Financial Institution as Agent for the Company
	 	 	19	 
	     Section 1.16

	 	No Waiver
	 	 	19	 
	 
	 	 	 	 	 	 
	ARTICLE 2     CERTIFICATE FORMS	 	 	19	 
	 
	 	 	 	 	 	 
	     Section 2.01

	 	Forms of Certificates Generally
	 	 	20	 
	     Section 2.02

	 	Form of Purchase Contract Agent’s Certificate of Authentication
	 	 	20	 
	 
	 	 	 	 	 	 
	ARTICLE 3     THE UNITS	 	 	20	 
	 
	 	 	 	 	 	 
	     Section 3.01

	 	Amount; Form and Denominations
	 	 	20	 
	     Section 3.02

	 	Rights and Obligations Evidenced by the Certificates
	 	 	20	 
	     Section 3.03

	 	Execution, Authentication, Delivery and Dating
	 	 	21	 
	     Section 3.04

	 	Temporary Certificates
	 	 	22	 
	     Section 3.05

	 	Registration; Registration of Transfer and Exchange
	 	 	22	 
	     Section 3.06

	 	Book-entry Interests
	 	 	23	 
	     Section 3.07

	 	Notices to Holders
	 	 	24	 
	     Section 3.08

	 	Appointment of Successor Depositary
	 	 	24	 
	     Section 3.09

	 	Definitive Certificates
	 	 	24	 
	     Section 3.10

	 	Mutilated, Destroyed, Lost and Stolen Certificates
	 	 	25	 
	     Section 3.11

	 	Persons Deemed Owners
	 	 	26	 
	     Section 3.12

	 	Cancellation
	 	 	26	 
	     Section 3.13

	 	Creation of Treasury Units by Substitution of Treasury Securities
	 	 	27	 
	     Section 3.14

	 	Recreation of Corporate Units
	 	 	28	 
	     Section 3.15

	 	Transfer of Collateral Upon Occurrence of Termination Event
	 	 	29	 
	     Section 3.16

	 	No Consent to Assumption
	 	 	31	 
	     Section 3.17

	 	Substitutions
	 	 	31	 






-i-









 






TABLE OF CONTENTS

(continued)




	 	 	 	 	 	 	 
	 	 	 	 	Page
	 
	 	 	 	 	 	 
	ARTICLE 4     THE NOTES	 	 	31	 
	 
	 	 	 	 	 	 
	     Section 4.01

	 	Interest Payments; Rights to Interest Payments Preserved
	 	 	31	 
	     Section 4.02

	 	Payments Prior to or on Purchase Contract Settlement Date
	 	 	32	 
	     Section 4.03

	 	Notice and Voting
	 	 	33	 
	     Section 4.04

	 	Payments to Purchase Contract Agent
	 	 	34	 
	     Section 4.05

	 	Payments Held in Trust
	 	 	34	 
	 
	 	 	 	 	 	 
	ARTICLE 5     THE PURCHASE CONTRACTS	 	 	34	 
	 
	 	 	 	 	 	 
	     Section 5.01

	 	Purchase of Shares of Common Stock
	 	 	34	 
	     Section 5.02

	 	Early Remarketing
	 	 	36	 
	     Section 5.03

	 	Cash Settlement; Final Remarketing; Payment of Purchase Price
	 	 	38	 
	     Section 5.04

	 	Issuance of Shares of Common Stock
	 	 	44	 
	     Section 5.05

	 	Adjustment of each Fixed Settlement Rate
	 	 	45	 
	     Section 5.06

	 	Notice of Adjustments and Certain Other Events
	 	 	53	 
	     Section 5.07

	 	Termination Event; Notice
	 	 	54	 
	     Section 5.08

	 	Early Settlement
	 	 	54	 
	     Section 5.09

	 	No Fractional Shares
	 	 	56	 
	     Section 5.10

	 	Charges and Taxes
	 	 	57	 
	 
	 	 	 	 	 	 
	ARTICLE 6     RIGHTS AND REMEDIES OF HOLDERS	 	 	57	 
	 
	 	 	 	 	 	 
	     Section 6.01

	 	Unconditional Right of Holders to Purchase Shares of Common Stock
	 	 	57	 
	     Section 6.02

	 	Restoration of Rights and Remedies
	 	 	57	 
	     Section 6.03

	 	Rights and Remedies Cumulative
	 	 	57	 
	     Section 6.04

	 	Delay or Omission Not Waiver
	 	 	57	 
	     Section 6.05

	 	Undertaking for Costs
	 	 	58	 
	     Section 6.06

	 	Waiver of Stay or Extension Laws
	 	 	58	 
	 
	 	 	 	 	 	 
	ARTICLE 7     THE PURCHASE CONTRACT AGENT	 	 	58	 
	 
	 	 	 	 	 	 
	     Section 7.01

	 	Certain Duties and Responsibilities
	 	 	58	 
	     Section 7.02

	 	Notice of Default
	 	 	59	 
	     Section 7.03

	 	Certain Rights of Purchase Contract Agent
	 	 	59	 
	     Section 7.04

	 	Not Responsible for Recitals or Issuance of Units
	 	 	61	 
	     Section 7.05

	 	May Hold Units
	 	 	61	 
	     Section 7.06

	 	Money Held in Custody
	 	 	61	 
	     Section 7.07

	 	Compensation and Reimbursement
	 	 	61	 
	     Section 7.08

	 	Corporate Purchase Contract Agent Required; Eligibility
	 	 	62	 
	     Section 7.09

	 	Resignation and Removal; Appointment of Successor
	 	 	62	 
	     Section 7.10

	 	Acceptance of Appointment by Successor
	 	 	63	 
	     Section 7.11

	 	Merger, Conversion, Consolidation or Succession to Business
	 	 	64	 
	     Section 7.12

	 	Preservation of Information; Communications to Holders
	 	 	64	 






-ii-









 






TABLE OF CONTENTS

(continued)




	 	 	 	 	 	 	 
	 	 	 	 	Page
	 
	 	 	 	 	 	 
	     Section 7.13

	 	No Obligations of Purchase Contract Agent
	 	 	64	 
	     Section 7.14

	 	Tax Compliance
	 	 	64	 
	 
	 	 	 	 	 	 
	ARTICLE 8     SUPPLEMENTAL AGREEMENTS	 	 	65	 
	 
	 	 	 	 	 	 
	     Section 8.01

	 	Supplemental Agreements without Consent of Holders
	 	 	65	 
	     Section 8.02

	 	Supplemental Agreements with Consent of Holders
	 	 	65	 
	     Section 8.03

	 	Execution of Supplemental Agreements
	 	 	66	 
	     Section 8.04

	 	Effect of Supplemental Agreements
	 	 	67	 
	     Section 8.05

	 	Reference to Supplemental Agreements
	 	 	67	 
	 
	 	 	 	 	 	 
	ARTICLE 9     CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE	 	 	67	 
	 
	 	 	 	 	 	 
	     Section 9.01

	 	Covenant Not To Consolidate, Merge, Convey, Transfer or Lease Property

except under Certain Conditions
	 	 	67	 
	     Section 9.02

	 	Rights and Duties of Successor Corporation
	 	 	67	 
	     Section 9.03

	 	Officers’ Certificate and Opinion of Counsel Given to Purchase Contract
Agent
	 	 	68	 
	 
	 	 	 	 	 	 
	ARTICLE 10     COVENANTS	 	 	68	 
	 
	 	 	 	 	 	 
	     Section 10.01

	 	Performance under Purchase Contracts
	 	 	68	 
	     Section 10.02

	 	Maintenance of Office or Agency
	 	 	68	 
	     Section 10.03

	 	Company To Reserve Common Stock
	 	 	69	 
	     Section 10.04

	 	Covenants as to Common Stock; Listing
	 	 	69	 
	     Section 10.05

	 	Statements of Officers of the Company as to Default
	 	 	69	 
	     Section 10.06

	 	ERISA
	 	 	69	 
	     Section 10.07

	 	Tax Treatment
	 	 	69	 
	     Section 10.08

	 	Remarketing Agreement
	 	 	70	 
	 
	 	 	 	 	 	 
	ARTICLE 11     PLEDGE	 	 	70	 
	 
	 	 	 	 	 	 
	     Section 11.01

	 	Pledge
	 	 	70	 
	     Section 11.02

	 	Termination
	 	 	70	 
	 
	 	 	 	 	 	 
	ARTICLE 12     ADMINISTRATION OF COLLATERAL	 	 	70	 
	 
	 	 	 	 	 	 
	     Section 12.01

	 	Initial Deposit of Notes
	 	 	70	 
	     Section 12.02

	 	Establishment of Collateral Account
	 	 	71	 
	     Section 12.03

	 	Treatment as Financial Assets
	 	 	71	 
	     Section 12.04

	 	Sole Control by Collateral Agent
	 	 	71	 
	     Section 12.05

	 	Jurisdiction
	 	 	71	 
	     Section 12.06

	 	No Other Claims
	 	 	71	 
	     Section 12.07

	 	Investment and Release
	 	 	72	 
	     Section 12.08

	 	Statements and Confirmations
	 	 	72	 
	     Section 12.09

	 	Tax Allocations
	 	 	72	 






-iii-









 





TABLE OF CONTENTS

(continued)





	 	 	 	 	 	 	 
	 	 	 	 	Page
	 
	 	 	 	 	 	 
	     Section 12.10

	 	No Other Agreements
	 	 	72	 
	     Section 12.11

	 	Powers Coupled with an Interest
	 	 	72	 
	     Section 12.12

	 	Waiver of Lien; Waiver of Set-off
	 	 	72	 
	 
	 	 	 	 	 	 
	ARTICLE 13     RIGHTS AND REMEDIES OF THE COLLATERAL AGENT	 	 	72	 
	 
	 	 	 	 	 	 
	     Section 13.01

	 	Rights and Remedies of the Collateral Agent
	 	 	72	 
	 
	 	 	 	 	 	 
	ARTICLE 14     REPRESENTATIONS AND WARRANTIES TO COLLATERAL AGENT; HOLDER COVENANTS	 	 	73	 
	 
	 	 	 	 	 	 
	     Section 14.01

	 	Representations and Warranties
	 	 	73	 
	     Section 14.02

	 	Covenants
	 	 	74	 
	 
	 	 	 	 	 	 
	ARTICLE 15     THE COLLATERAL AGENT, THE CUSTODIAL AGENT AND THE SECURITIES INTERMEDIARY	 	 	74	 
	 
	 	 	 	 	 	 
	     Section 15.01

	 	Appointment, Powers and Immunities
	 	 	74	 
	     Section 15.02

	 	Instructions of the Company
	 	 	75	 
	     Section 15.03

	 	Reliance by Collateral Agent, Custodial Agent and Securities
Intermediary
	 	 	75	 
	     Section 15.04

	 	Certain Rights
	 	 	76	 
	     Section 15.05

	 	Merger, Conversion, Consolidation or Succession to Business
	 	 	76	 
	     Section 15.06

	 	Rights in Other Capacities
	 	 	76	 
	     Section 15.07

	 	Non-reliance on the Collateral Agent, Custodial Agent and Securities
Intermediary
	 	 	76	 
	     Section 15.08

	 	Compensation and Indemnity
	 	 	77	 
	     Section 15.09

	 	Failure to Act
	 	 	77	 
	     Section 15.10

	 	Resignation of Collateral Agent, the Custodial Agent and the
Securities Intermediary
	 	 	78	 
	     Section 15.11

	 	Right to Appoint Agent or Advisor
	 	 	79	 
	     Section 15.12

	 	Survival
	 	 	79	 
	     Section 15.13

	 	Exculpation
	 	 	79	 
	     Section 15.14

	 	Expenses, Etc
	 	 	79	 
	     Section 15.15

	 	Force Majeure
	 	 	80	 
	 
	 	 	 	 	 	 
	ARTICLE 16     MISCELLANEOUS	 	 	80	 
	 
	 	 	 	 	 	 
	     Section 16.01

	 	Security Interest Absolute
	 	 	80	 
	     Section 16.02

	 	Notice of Termination Event
	 	 	80	 






-iv-









 






	 	 	 	 	 
	EXHIBITS	 	 	 	 
	 
	 	 	 	 
	Exhibit A

	 	—
	 	Form of Corporate Units Certificate
	Exhibit B

	 	—
	 	Form of Treasury Units Certificate
	Exhibit C

	 	—
	 	Instruction to Purchase Contract Agent From Holder (To Create Treasury Units or Corporate Units)
	Exhibit D

	 	—
	 	Notice from Purchase Contract Agent to Holders Upon Termination Event (Transfer of Collateral upon
Occurrence of a Termination Event)
	Exhibit E

	 	—
	 	Notice of Cash Settlement
	Exhibit F

	 	—
	 	Instruction from Purchase Contract Agent to Collateral Agent (Creation of Treasury Units)
	Exhibit G

	 	—
	 	Instruction from the Collateral Agent to the Securities Intermediary (Creation of Treasury Units)
	Exhibit H

	 	—
	 	Instruction from Purchase Contract Agent to Collateral Agent (Recreation of Corporate Units)
	Exhibit I

	 	—
	 	Instruction from Collateral Agent to Securities Intermediary (Recreation of Corporate Units)
	Exhibit J

	 	—
	 	Notice of Cash Settlement from Purchase Contract Agent to Collateral Agent (Cash Settlement Amounts)
	Exhibit K

	 	—
	 	Instruction to Custodial Agent Regarding Remarketing
	Exhibit L

	 	—
	 	Instruction to Custodial Agent Regarding Withdrawal from Remarketing
	Exhibit M

	 	—
	 	Notice of Cash Settlement
	Exhibit N

	 	—
	 	Notice from Purchase Contract Agent to Collateral Agent (Settlement with Separate Cash)
	Exhibit O

	 	—
	 	Notice of Settlement with Separate Cash from Securities Intermediary to Purchase Contract Agent (Settlement
with Separate Cash)
	Exhibit P

	 	—
	 	Form of Remarketing Agreement



















 





     PURCHASE CONTRACT AND PLEDGE AGREEMENT, dated as of March 16, 2009, among Johnson Controls,
Inc., a Wisconsin corporation (the “Company”), U.S. Bank National Association, a national banking
association, acting as purchase contract agent for, and as attorney-in-fact of, the Holders from
time to time of the Units (in such capacities, together with its successors and assigns in such
capacities, the “Purchase Contract Agent”), and U.S. Bank National Association, as collateral agent
hereunder for the benefit of the Company (in such capacity, together with its successors in such
capacity, the “Collateral Agent”), as custodial agent (in such capacity, together with its
successors in such capacity, the “Custodial Agent”), and as securities intermediary (as defined in
Section 8-102(a)(14) of the UCC) with respect to the Collateral Account (in such capacity, together
with its successors in such capacity, the “Securities Intermediary”).



RECITALS




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



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



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



     NOW, THEREFORE, the parties hereto agree as follows:



ARTICLE 1




DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION




     Section 1.01 Definitions. For all purposes of this Agreement, except as otherwise expressly
provided or unless the context otherwise requires:



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




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




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




          (d) the following terms, which are defined in the UCC, shall have the meanings set forth
therein: “certificated security,” “control,” “financial asset,” “entitlement order,” “securities
account” and “security entitlement”;




2









 








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




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




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



     “Adjustment Factor” has the meaning set forth in Section 5.05(a)(vii).



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



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



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



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



     “Applicable Ownership Interest in the Treasury Portfolio” shall mean, with respect to a
Corporate Unit and the Treasury Portfolio, (i) a 1/20th, or a 5.0%, undivided
beneficial ownership interest in $1,000 face amount of U.S. treasury securities (or principal or
interest strips thereof) included in such Treasury Portfolio that matures on March 31, 2012, and
(ii) with respect to the originally scheduled Payment Date on the Notes that would have occurred on
March 31, 2012, an undivided beneficial ownership interest in a $1,000 interest or principal strip
of U.S. Treasury security that matures on March 31, 2012 in an amount equal to the interest payment
that would be due on March 31, 2012 on a 1/20, or 5.0%, beneficial ownership interest in $1,000
principal amount of the Notes.



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



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



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



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



3









 





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



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



     “Book-Entry Interest” means a beneficial interest in a Global Certificate, registered in the
name of a Depositary or a nominee thereof, ownership and transfers of which shall be maintained and
made through book entries by such Depositary as described in Section 3.06.



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



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



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



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



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



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



     “Collateral” means the collective reference to:




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




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




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



     “Collateral Account” means the securities account of U.S. Bank National Association, as
Collateral Agent, maintained on the books of the Securities Intermediary and designated “U.S. Bank



4









 







National Association, as Collateral Agent of Johnson Controls, Inc., as pledgee of U.S. Bank
National Association, as the Purchase Contract Agent on behalf of and as attorney-in-fact for the
Holders”.



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



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



     “Collateral Substitution” means, prior to any Successful Early Remarketing (i) with respect to
the Corporate Units, the substitution of the Pledged Applicable Ownership Interests in Notes
included in such Corporate Units with Treasury Securities in an aggregate principal amount at
maturity equal to the aggregate principal amount of such Pledged Applicable Ownership Interests in
Notes, or (ii) with respect to the Treasury Units, the substitution of the Pledged Treasury
Securities included in such Treasury Units with Notes in an aggregate principal amount equal to the
aggregate principal amount at stated maturity of the Pledged Treasury Securities.



     “Common Stock” means the common stock, par value $0.01 7/18 per share, of the Company.



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



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



     “Corporate Trust Office” means the office of the Purchase Contract Agent in The City of New
York at which, at any particular time, its corporate trust business shall be principally
administered, which office at the date hereof is located at 100 Wall Street, New York, New York,
10005, Attention: Patrick J. Crowley, Vice President, Phone: (212) 361-2505, or such other address
as the Purchase Contract Agent may designate from time to time by notice to the Company, or a
corporate trust office or agency of any successor Purchase Contract Agent, or such other address as
such successor Purchase Contract Agent may designate from time to time by notice to the Company.



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



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



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



     “Current Market Price” means, in respect of a share of Common Stock on any date of
determination, the average of the daily Closing Prices for the five consecutive Trading Days ending
the earlier of the day in question and the day before the “ex date” with respect to the issuance or
distribution requiring such computation. For purposes of this definition, the term “ex date,” when
used with respect to any issuance or distribution, shall mean the first date on which Common Stock
trades regular way on the applicable exchange or market without the right to receive such issuance
or distribution.



5









 





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



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



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



     “DTC” means The Depository Trust Company.



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



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



     “Early Remarketing Period” means any three-Business Day period that consists of three
sequential possible remarketing dates selected by the Company during the period beginning on, and
including, January 1, 2012 and ending on, and including, February 29, 2012.



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



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



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



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



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



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



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



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



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



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



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



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



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



6









 





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



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



     “Fundamental Change” means




	 	(a)	 	a “person” or “group” within the meaning of Section 13(d) of
the Exchange Act has become the direct or indirect “beneficial owner,” as
defined in Rule 13d-3 under the Exchange Act, of Common Stock representing more
than 50% of the voting power of the Common Stock (other than in connection with
a consolidation, merger or other transaction described in clause (b) below, in
which case clause (b) shall apply);
	 
	 	(b)	 	the Company is involved in a consolidation with or merger into
any other person, or any merger of another person into the Company, or any
transaction or series of related transactions (other than a merger that does
not result in any reclassification, conversion, exchange or cancellation of
outstanding shares of the Common Stock), in each case in which 90% or more of
the outstanding shares of Common Stock are exchanged for or converted into
securities, cash or other property, 10% or more of which consists of
securities, cash or other property that is not (or will not be immediately upon
the effectiveness of such consolidation, merger or transaction) common stock
listed on the NYSE, the NASDAQ Global Select Market or the NASDAQ Global
Market;
	 
	 	(c)	 	shares of Common Stock cease to be listed or quoted on the
NYSE, the NASDAQ Global Select Market or the NASDAQ Global Market (other than
in connection with a consolidation, merger or other transaction described in
clause (b) above, in which case clause (b) shall apply); or
	 
	 	(d)	 	the shareholders of the Company vote for a liquidation,
dissolution or termination of the Company.





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



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



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



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



     “Holder” means, with respect to a Unit, the Person in whose name the Unit evidenced by a
Certificate is registered in the Security Register.



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



7









 





     “Indenture” means the Indenture, dated as of March 16, 2009, between the Company and the
Indenture Trustee (including any provisions of the TIA that are deemed incorporated therein), as
amended and supplemented by the Supplemental Indenture.



     “Indenture Trustee” means U.S. Bank National Association, a national banking association, or
any successor thereto as described in the Indenture.



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



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



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



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



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



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



     “Notes” means the series of Notes designated the 11.50% Subordinated Notes due 2042 of the
Company.



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



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



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



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



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



8









 





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




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




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




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


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




     “Payment Date” means the last day of March, June, September and December of each year,
commencing June 30, 2009.



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




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




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




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




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



9









 






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




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



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



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



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



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



     “Pledged Applicable Ownership Interests in the Treasury Portfolio” means the Applicable
Ownership Interests in the Treasury Portfolio (as specified in clause (i) of the definition
thereof) and security entitlements with respect thereto from time to time credited to the
Collateral Account and not then released from the Pledge.



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



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



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



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



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



10









 





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



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



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



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



     “Purchase Contract” means, with respect to any Unit, the contract forming a part of such Unit
and obligating the Company to sell, and the Holder of such Unit to purchase, shares of Common Stock
equal to the applicable Settlement Rate on the terms and subject to the conditions set forth in
Article 5 hereof.



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



     “Purchase Contract Settlement Date” means March 31, 2012.



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



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



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



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



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



     “Record Date” for any distribution payable on any Payment Date means the fifteenth day of the
calendar month in which the relevant Payment Date falls (whether or not a Business Day).



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



11









 





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



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



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



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



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



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



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



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



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



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



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



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



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



     “Remarketing Settlement Date” means (i) in the case of a Successful Early Remarketing
occurring during an Early Remarketing Period, the third Business Day following a Successful Early
Remarketing, and (ii) in the case of a Final Remarketing, the Purchase Contract Settlement Date.



     “Reorganization Event” means:



12









 






	 	(i)	 	any consolidation or merger of the Company with or into another
Person or of another Person with or into the Company;
	 
	 	(ii)	 	any sale, transfer, lease or conveyance to another Person of
the property of the Company as an entirety or substantially as an entirety;
	 
	 	(iii)	 	any statutory share exchange of the Company with another
Person (other than in connection with a merger or acquisition); or
	 
	 	(iv)	 	any liquidation, dissolution or termination of the Company
(other than as a result of or after the occurrence of a Termination Event).





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



     “Reset Rate” means, in connection with each Remarketing, the rate per annum rounded to the
nearest one-thousandth (0.001) of one percent that the Notes shall bear as determined by the
Remarketing Agent in consultation with the Company pursuant to the Remarketing Agreement.



     “Responsible Officer” means, when used with respect to the Purchase Contract Agent, any
officer of the Purchase Contract Agent assigned to the Corporate Trust Administration unit (or any
successor unit, department or division of the Purchase Contract Agent) of the Purchase Contract
Agent located at the Corporate Trust Office of the Purchase Contract Agent who has direct
responsibility for the administration of the Agreement and, for the purposes of Section
7.01(b)(ii), also means, with respect to a particular corporate trust matter, any other officer,
trust officer or person performing similar functions to whom such matter is referred because of his
or her knowledge of and familiarity of the particular subject.



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



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



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



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



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



     “Separate Notes” means Notes that have been released from the Pledge following Collateral
Substitution and therefore no longer underlie Corporate Units.



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



13









 





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



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



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



     “Stated Amount” means $50.



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



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



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



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



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



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




	 	(i)	 	at any time on or prior to the Purchase Contract Settlement
Date, a decree or order by a court having jurisdiction in the premises shall
have been entered adjudging the Company a bankrupt or insolvent, or approving
as properly filed a petition seeking reorganization of the Company under the
Bankruptcy Code or any other similar applicable Federal or state law and if
such judgment, decree or order shall have been entered more than 60 days prior
to the Purchase Contract Settlement Date, such decree or order shall have
continued undischarged and unstayed for a period of 60 days;
	 
	 	(ii)	 	at any time on or prior to the Purchase Contract Settlement
Date, a decree or order of a court having jurisdiction in the premises for the
appointment of a receiver or liquidator or trustee or assignee (or other
similar official) in bankruptcy or insolvency of the Company or of all or
substantially all of its property, or for the winding up or liquidation of its
affairs, shall have been entered and if such decree or order shall have been
entered more than 60 days prior to the Purchase Contract Settlement Date, such
judgment, decree or order shall have continued undischarged and unstayed for a
period of 60 days; or
	 
	 	(iii)	 	at any time on or prior to the Purchase Contract Settlement
Date, the Company shall institute proceedings to be adjudicated a voluntary
bankrupt, or shall consent to the filing of a bankruptcy proceeding against it,
or shall file a petition or answer or consent seeking reorganization under the
Bankruptcy Code or any other similar applicable Federal or state law, or shall
consent to the filing of any such petition, or shall consent to the appointment
of a receiver or liquidator or trustee or assignee (or other similar official)
in bankruptcy or insolvency of it or




14









 






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






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



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



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



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



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



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



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



     "Treasury Portfolio” has the meaning set forth in the Supplemental Indenture.



     "Treasury Portfolio Purchase Price” has the meaning set forth in Supplemental Indenture.



     "Treasury Securities” means zero-coupon U.S. treasury securities that mature on March 31, 2012
(CUSIP No. 912820 PJ0).



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



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



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



     "Underwriters” means the underwriters identified in Schedule II of the Underwriting Agreement,
for whom Bank of America Securities LLC, Citigroup Global Markets Inc. and J.P. Morgan Securities
Inc. act as representatives.



15









 





     “Underwriting Agreement” means the Underwriting Agreement dated as of March 10, 2009, among
the Company and Bank of America Securities LLC, Citigroup Global Markets Inc. and J.P. Morgan
Securities Inc., as representatives of the Underwriters.



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



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



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



     Section 1.02 Compliance Certificates and Opinions. Except as otherwise expressly provided by
this Agreement, upon any application or request by the Company to the Purchase Contract Agent to
take any action in accordance with any provision of this Agreement, the Company shall furnish to
the Purchase Contract Agent an Officers’ Certificate stating that all conditions precedent, if any,
provided for in this Agreement relating to the proposed action have been complied with and an
Opinion of Counsel stating that, in the opinion of such counsel, all such conditions precedent, if
any, have been complied with, except that in the case of any such application or request as to
which the furnishing of such documents is specifically required by any provision of this Agreement
relating to such particular application or request, no additional certificate or opinion need be
furnished.



     Every certificate or opinion with respect to compliance with a condition or covenant provided
for in this Agreement (other than the Officers’ Certificate provided for in Section 10.05) shall
include:




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




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




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




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



     Section 1.03 Form of Documents Delivered to Purchase Contract Agent. In any case where
several matters are required to be certified by, or covered by an opinion of, any specified Person,
it is not necessary that all such matters be certified by, or covered by the opinion of, only one
such Person, or that they be so certified or covered by only one document, but one such Person may
certify or give an opinion with respect to some matters and one or more other such Persons as to
other matters, and any such Person may certify or give an opinion as to such matters in one or
several documents. Any certificate or opinion of an officer of the Company may be based, insofar
as it relates to legal matters, upon a certificate or opinion of, or representations by, counsel,
unless such officer knows, or in the exercise of reasonable care



16









 







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



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



     Section 1.04 Acts of Holders; Record Dates. (a) Any request, demand, authorization,
direction, notice, consent, waiver or other action provided by this Agreement to be given or taken
by Holders may be embodied in and evidenced by one or more instruments of substantially similar
tenor signed by such Holders in person or by an agent duly appointed in writing; and, except as
herein otherwise expressly provided, such action shall become effective when such instrument or
instruments are delivered to the Purchase Contract Agent and, where it is hereby expressly
required, to the Company. Such instrument or instruments (and the action embodied therein and
evidenced thereby) are herein sometimes referred to as the “Act” of the Holders signing such
instrument or instruments. Proof of execution of any such instrument or of a writing appointing
any such agent shall be sufficient for any purpose of this Agreement and (subject to Section 7.01)
conclusive in favor of the Purchase Contract Agent and the Company, if made in the manner provided
in this Section.



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



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



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



               (e) The Company may set any date as a record date for the purpose of determining the Holders
of Outstanding Units entitled to give, make or take any request, demand, authorization, direction,
notice, consent, waiver or other action provided or permitted by this Agreement to be given, made
or taken by Holders. If any record date is set pursuant to this paragraph, the Holders of the
Outstanding Corporate Units and the Outstanding Treasury Units, as the case may be, on such record
date, and no other Holders, shall be entitled to take the relevant action with respect to the
Corporate Units or the Treasury Units, as the case may be, whether or not such Holders remain
Holders after such record date; provided that no such action shall be effective hereunder unless
taken prior to or on the applicable Expiration Date by Holders of the requisite number of
Outstanding Units on such record date. Nothing contained in this paragraph shall be construed to
prevent the Company from setting a new record date for any action for which a record date has
previously been set pursuant to this paragraph (whereupon the record date previously set shall
automatically and with no action by any Person be cancelled and be of no effect), and nothing
contained in this paragraph shall be construed to render ineffective any action taken by Holders of
the requisite number of Outstanding Units on the date such action is taken. Promptly after any
record date is set pursuant to this paragraph, the Company, at its own expense, shall cause notice
of such record date, the proposed action by Holders and the applicable Expiration Date to be given
to the Purchase Contract Agent in writing and to each Holder in the manner set forth in Section
1.06.



17









 





     With respect to any record date set pursuant to this Section 1.04(e), the Company may
designate any date as the “Expiration Date” and from time to time may change the Expiration Date to
any later day; provided that no such change shall be effective unless notice of the proposed new
Expiration Date is given to the Purchase Contract Agent in writing, and to each Holder in the
manner set forth in Section 1.06, prior to or on the existing Expiration Date. If an Expiration
Date is not designated with respect to any record date set pursuant to this Section, the Company
shall be deemed to have initially designated the 180th day after such record date as the Expiration
Date with respect thereto, subject to its right to change the Expiration Date as provided in this
paragraph. Notwithstanding the foregoing, no Expiration Date shall be later than the 180th day
after the applicable record date.



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



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


U.S. Bank National Association

100 Wall Street

New York, New York 10005

Tel: (212) 361-2505

Fax: (212) 809-4993

Attention: Patrick J. Crowley, Vice President




     Section 1.06 Notice to Holders; Waiver. Where this Agreement provides for notice to Holders
of any event, such notice shall be sufficiently given (unless otherwise herein expressly provided)
if in writing and mailed, first-class postage prepaid, to each Holder affected by such event, at
its address as it appears in the Security Register, not later than the latest date, and not earlier
than the earliest date, prescribed for the giving of such notice. In any case where notice to
Holders is given by mail, neither the failure to mail such notice, nor any defect in any notice so
mailed to any particular Holder shall affect the sufficiency of such notice with respect to other
Holders. Where this Agreement provides for notice in any manner, such notice may be waived in
writing by the Person entitled to receive such notice, either before or after the event, and such
waiver shall be the equivalent of such notice. Waivers of notice by Holders shall be filed with
the Purchase Contract Agent, but such filing shall not be a condition precedent to the validity of
any action taken in reliance upon such waiver.



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



     Section 1.07 Effect of Headings and Table of Contents. The Article and Section headings
herein and the Table of Contents are for convenience only and shall not affect the construction
hereof.



     Section 1.08 Successors and Assigns. This Agreement shall be binding upon and inure to the
benefit of the respective successors and assigns of the Company, the Purchase Contract Agent, the



18









 







Collateral Agent, the Custodial Agent and the Securities Intermediary, and the Holders from
time to time of the Units, by their acceptance of the same, shall be deemed to have agreed to be
bound by the provisions hereof and to have ratified the agreements of, and the grant of the Pledge
hereunder by, the Purchase Contract Agent.



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



     Section 1.10 Benefits of Agreement. Nothing contained in this Agreement or in the Units,
express or implied, shall give to any Person, other than the parties hereto and their successors
hereunder and, to the extent provided hereby, the Holders, any benefits or any legal or equitable
right, remedy or claim under this Agreement. The Holders from time to time shall be beneficiaries
of this Agreement and shall be bound by all of the terms and conditions hereof and of the Units
evidenced by their Certificates by their acceptance of delivery of such Certificates.



     Section 1.11 Governing Law; Waiver of Jury Trial. THIS AGREEMENT, THE UNITS AND THE PURCHASE
CONTRACTS SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK
APPLICABLE TO AGREEMENTS MADE AND PERFORMED WHOLLY WITHIN SUCH STATE. The Company, the Collateral
Agent, the Custodial Agent, the Securities Intermediary and the Holders from time to time of the
Units, acting through the Purchase Contract Agent as their attorney-in-fact, hereby submit to the
nonexclusive jurisdiction of the United States District Court for the Southern District of New York
and of any New York state court sitting in New York City for the purposes of all legal proceedings
arising out of or relating to this Agreement or the transactions contemplated hereby. The Company,
the Collateral Agent, the Custodial Agent, the Securities Intermediary and the Holders from time to
time of the Units, acting through the Purchase Contract Agent as their attorney-in-fact,
irrevocably waive, to the fullest extent permitted by applicable law, any objection which they may
now or hereafter have to the laying of the venue of any such proceeding brought in such a court and
any claim that any such proceeding brought in such a court has been brought in an inconvenient
forum. Each of the Company, the Purchase Contract Agent, the Holders from time to time of the
Units, the Collateral Agent, the Custodial Agent and the Securities Intermediary irrevocably
waives, to the fullest extent permitted by applicable law, any and all right to trial by jury in
any legal proceeding arising out of or relating to this Agreement or the transactions contemplated
hereby.



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



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



19









 







such Purchase Contract Settlement Date, Early Settlement Date or Fundamental Change Early
Settlement Date, as applicable.



     Section 1.13 Counterparts. This Agreement may be executed in any number of counterparts by
the parties hereto, each of which, when so executed and delivered, shall be deemed an original, but
all such counterparts shall together constitute one and the same instrument.



     Section 1.14 Inspection of Agreement. A copy of this Agreement shall be available at all
reasonable times during normal business hours at the Corporate Trust Office for inspection by any
Holder or Beneficial Owner.



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



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



ARTICLE 2




CERTIFICATE FORMS




     Section 2.01 Forms of Certificates Generally. The Certificates (including the form of
Purchase Contract forming part of each Unit evidenced thereby) shall be in substantially the form
set forth in Exhibit A hereto (in the case of Corporate Units Certificates) or Exhibit B hereto (in
the case of Treasury Units Certificates), with such letters, numbers or other marks of
identification or designation and such legends or endorsements printed, lithographed or engraved
thereon as may be required by the rules of any securities exchange on which the Units are listed or
any depositary therefor, or as may, consistently herewith, be determined by the officers of the
Company executing such Certificates, as evidenced by their execution of the Certificates.



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



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



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



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ARTICLE 3




THE UNITS




     Section 3.01 Amount; Form and Denominations. The aggregate number of Units evidenced by
Certificates authenticated, executed on behalf of the Holders and delivered hereunder is limited to
9,000,000, or 9,200,000 Units if the Underwriters exercise their over-allotment option 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 3.04, Section 3.05, Section
3.10, Section 3.13, Section 3.14 or Section 8.05.



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



     Section 3.02 Rights and Obligations Evidenced by the Certificates. Each Corporate Units
Certificate shall evidence the number of Corporate Units specified therein, with each such
Corporate Unit representing (1) the ownership by the Holder thereof of an Applicable Ownership
Interest in Notes or an Applicable Ownership Interest in the Treasury Portfolio, as the case may
be, subject to the Pledge of such Applicable Ownership Interest in Notes or Applicable Ownership
Interest in the Treasury Portfolio (as specified in clause (i) of the definition of such term), as
the case may be, by such Holder pursuant to this Agreement, and (2) the rights and obligations of
the Holder thereof and the Company under one Purchase Contract. The Purchase Contract Agent is
hereby authorized, as attorney-in-fact for, and on behalf of, the Holder of each Corporate Unit, to
pledge, pursuant to Article 11 hereof, the Applicable Ownership Interest in Notes, or the
Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (i) of the
definition of such term) forming a part of such Corporate Unit, to the Collateral Agent for the
benefit of the Company, and to grant to the Collateral Agent, for the benefit of the Company, a
security interest in the right, title and interest of such Holder in such Applicable Ownership
Interest in Notes or Applicable Ownership Interest in the Treasury Portfolio (as specified in
clause (i) of the definition of such term) to secure the obligation of the Holder under each
Purchase Contract to purchase shares of Common Stock. To effect such Pledge and grant such
security interest, the Purchase Contract Agent on behalf of the Holders of Corporate Units has, on
the date hereof, delivered to the Collateral Agent the Notes underlying the Applicable Ownership
Interests in Notes.



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



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



21









 





     Section 3.03 Execution, Authentication, Delivery and Dating. Subject to the provisions of
Section 3.13 and Section 3.14 hereof, upon the execution and delivery of this Agreement, and at any
time and from time to time thereafter, the Company may deliver Certificates executed by the Company
to the Purchase Contract Agent for authentication, execution on behalf of the Holders and delivery,
together with its Issuer Order for authentication of such Certificates, and the Purchase Contract
Agent in accordance with such Issuer Order shall authenticate, execute on behalf of the Holders and
deliver such Certificates.



     The Certificates shall be executed on behalf of the Company by its Chairman of the Board of
Directors, a Vice Chairman, its Chief Executive Officer, its Chief Financial Officer, its
President, its Treasurer or a Vice President. The signature of any of these officers on the
Certificates may be manual or facsimile.



     Certificates bearing the manual or facsimile signatures of individuals who were at any time
the proper officers of the Company shall bind the Company, notwithstanding that such individuals or
any of them have ceased to hold such offices prior to the authentication and delivery of such
Certificates or did not hold such offices at the date of such Certificates.



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



     Each Certificate shall be dated the date of its authentication.



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



     Section 3.04 Temporary Certificates. Pending the preparation of definitive Certificates, the
Company may execute and deliver to the Purchase Contract Agent, and the Purchase Contract Agent
shall authenticate, execute on behalf of the Holders, and deliver, in lieu of such definitive
Certificates, temporary Certificates which are in substantially the form set forth in Exhibit A or
Exhibit B hereto, as the case may be, with such letters, numbers or other marks of identification
or designation and such legends or endorsements printed, lithographed or engraved thereon as may be
required by the rules of any securities exchange on which the Corporate Units or Treasury Units, as
the case may be, are listed, or as may, consistently herewith, be determined by the officers of the
Company executing such Certificates, as evidenced by their execution of the Certificates.



     If temporary Certificates are issued, the Company will cause definitive Certificates to be
prepared without unreasonable delay. After the preparation of definitive Certificates, the
temporary Certificates shall be exchangeable for definitive Certificates upon surrender of the
temporary Certificates at the Corporate Trust Office, at the expense of the Company and without
charge to the Holder. Upon surrender for cancellation of any one or more temporary Certificates,
the Company shall execute and deliver to the Purchase Contract Agent, and the Purchase Contract
Agent shall authenticate, execute on behalf of the Holder, and deliver in exchange therefor, one or
more definitive Certificates of like tenor and denominations and evidencing a like number of Units
as the temporary Certificate or Certificates so



22









 







surrendered. Until so exchanged, the temporary Certificates shall in all respects evidence
the same benefits and the same obligations with respect to the Units evidenced thereby as
definitive Certificates.



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



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



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



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



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



     No service charge shall be made for any registration of transfer or exchange of a Certificate,
but the Company and the Purchase Contract Agent may require payment from the Holder of a sum
sufficient to cover any tax or other governmental charge that may be imposed in connection with any
registration of transfer or exchange of Certificates, other than any exchanges pursuant to Section
3.04, Section 3.05(ii) and Section 8.05 not involving any transfer.



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



23









 






          (i) if the Purchase Contract Settlement Date (including upon any Cash Settlement) or an
Early Settlement Date or a Fundamental Change Early Settlement Date with respect to such
other Certificate (or portion thereof) has occurred, deliver the shares of Common Stock
issuable in respect of the Purchase Contracts forming a part of the Units evidenced by such
other Certificate (or portion thereof); or




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



     Section 3.06 Book-entry Interests. The Certificates will be issued in the form of one or more
fully registered Global Certificates, to be delivered to the Depositary or its custodian by, or on
behalf of, the Company. The Company hereby designates DTC as the initial Depositary. Such Global
Certificates shall initially be registered on the Security Register in the name of Cede & Co., the
nominee of the Depositary, and no Beneficial Owner will receive a definitive Certificate
representing such Beneficial Owner’s interest in such Global Certificate, except as provided in
Section 3.09. The Purchase Contract Agent shall enter into an agreement with the Depositary if so
requested by the Company. Following the issuance of such Global Certificates and unless and until
definitive, and fully registered Certificates have been issued to Beneficial Owners pursuant to
Section 3.09:




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




          (ii) the Company shall be entitled to deal with the Depositary for all purposes of this
Agreement (including, without limitation, receiving approvals, votes or consents hereunder)
as the Holder of the Units and the sole holder of the Global Certificates and shall have no
obligation to the Beneficial Owners; provided that a Beneficial Owner may directly enforce
against the Company, without any consent, proxy, waiver or involvement of the Depositary of
any kind, such Beneficial Owner’s right to receive a definitive Certificate representing the
Units beneficially owned by such Beneficial Owner, as set forth in Section 3.09;




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




          (iv) except as set forth in the proviso of clause (ii) of this Section 3.06, the rights
of the Beneficial Owners shall be exercised only through the Depositary and shall be limited
to those established by law and agreements between such Beneficial Owners and the Depositary
or the Depositary Participants. The Depositary will make book-entry transfers among
Depositary Participants.


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




     Section 3.07 Notices to Holders. Whenever a notice or other communication to the Holders is
required to be given under this Agreement, the Company or the Company’s agent shall give such
notices and communications to the Holders and, with respect to any Units registered in the name of
the



24









 







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



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



     Section 3.09 Definitive Certificates.



     If:




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




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




          (iii) the Company determines at any time in its sole discretion that the Units shall no
longer be represented by Global Certificates and informs the Depositary of such
determination,


then (x) definitive Certificates shall be prepared by the Company with respect to such Units and
delivered to the Purchase Contract Agent and (y) upon surrender of the Global Certificates
representing the Units by the Depositary, accompanied by registration instructions, the Company
shall cause definitive Certificates to be delivered to Beneficial Owners in accordance with
instructions provided by the Depositary. The Company and the Purchase Contract Agent shall not be
liable for any delay in delivery of such instructions and may conclusively rely on and shall be
authorized and protected in relying on, such instructions. Each definitive Certificate so
delivered shall evidence Units of the same kind and tenor as the Global Certificate so surrendered
in respect thereof.




     Section 3.10 Mutilated, Destroyed, Lost and Stolen Certificates. If any mutilated Certificate
is surrendered to the Purchase Contract Agent, the Company shall execute and deliver to the
Purchase Contract Agent, and the Purchase Contract Agent shall authenticate, execute on behalf of
the Holder, and deliver in exchange therefor, a new Certificate, evidencing the same number of
Corporate Units or Treasury Units, as the case may be, and bearing a Certificate number not
contemporaneously outstanding.



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




25








 





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




          (i) if the Purchase Contract Settlement Date (including upon any Cash Settlement) or an
Early Settlement Date or a Fundamental Change Early Settlement Date with respect to such
lost, stolen, destroyed or mutilated Certificate has occurred, deliver the shares of Common
Stock issuable in respect of the Purchase Contracts forming a part of the Units evidenced by
such Certificate; and




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



     Upon the issuance of any new Certificate under this Section, the Company and the Purchase
Contract Agent may require the payment by the Holder of a sum sufficient to cover any tax or other
governmental charge that may be imposed in relation thereto and any other fees and expenses
(including, without limitation, the fees and expenses of the Purchase Contract Agent) connected
therewith.



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



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



     Section 3.11 Persons Deemed Owners. Prior to due presentment of a Certificate for
registration of transfer, the Company and the Purchase Contract Agent, and any agent of the Company
or the Purchase Contract Agent, may treat the Person in whose name such Certificate is registered
as the owner of the Units evidenced thereby for purposes of (subject to any applicable record date)
any payment or distribution with respect to the Applicable Ownership Interests in Notes, or on the
Applicable Ownership Interests in the Treasury Portfolio (as specified in clause (ii) of the
definition of such term), as applicable, and performance of the Purchase Contracts and for all
other purposes whatsoever in connection with such Units, whether or not such payment, distribution,
or performance shall be overdue and notwithstanding any notice to the contrary, and neither the
Company nor the Purchase Contract Agent, nor any agent of the Company or the Purchase Contract
Agent, shall be affected by notice to the contrary.



26









 





     None of the Purchase Contract Agent or the Securities Registrar shall have any responsibility
or obligation to any Beneficial Owner in Units represented by a Global Certificate or other Person
with respect to the accuracy of the records of the Depositary or its nominee or of any agent
member, with respect to any ownership interest in the Units or with respect to the delivery to any
agent member, Beneficial Owner or other Person (other than the Depositary) of any notice (including
any notice of redemption) or the payment of any amount, under or with respect to such Units. All
notices and communications to be given to the Holders and all payments to be made to Holders
pursuant to the Units and this Agreement shall be given or made only to or upon the order of the
registered holders (which shall be the Depositary or its nominee in the case of a Global
Certificate). The rights of Beneficial Owners in the Units underlying a Global Certificate shall
be exercised only through the Depositary subject to its applicable procedures. The Purchase
Contract Agent and the Securities Registrar shall be entitled to rely and shall be fully protected
in relying upon information furnished by the Depositary with respect to its members, participants
and any Beneficial Owners. The Purchase Contract Agent and the Securities Registrar shall be
entitled to deal with the Depositary, and any nominee thereof, that is the registered holder of any
Global Certificate for all purposes of this Agreement relating to such Global Certificate
(including the payment of principal, premium, if any, and interest and additional amounts, if any,
and the giving of instructions or directions by or to the Beneficial Owner in any Units underlying
such Global Certificate) as the sole Holder of such Global Certificate and shall have no
obligations to the Beneficial Owners thereof. None of the Purchase Contract Agent or the Securities
Registrar shall have any responsibility or liability for any acts or omissions of the Depositary
with respect to any Units underlying such Global Certificate, for the records of the Depositary,
including records in respect of beneficial ownership interests in respect of Units underlying such
Global Certificate, for any transactions between the Depositary and any agent member or between or
among the Depositary, any such agent member and/or any Holder or Beneficial Owner in any Units
underlying such Global Certificate, or for any transfers of beneficial interests in any Units
underlying such Global Certificate.



     Notwithstanding the foregoing, with respect to any Global Certificate, nothing contained
herein shall prevent the Company, the Purchase Contract Agent or any agent of the Company or the
Purchase Contract Agent, from giving effect to any written certification, proxy or other
authorization furnished by the Depositary (or its nominee), as a Holder, with respect to such
Global Certificate, or impair, as between such Depositary and the related Beneficial Owner, the
operation of customary practices governing the exercise of rights of the Depositary (or its
nominee) as Holder of such Global Certificate. None of the Company, the Purchase Contract Agent or
any agent of the Company or the Purchase Contract Agent will have any responsibility or liability
for any aspect of the records relating to or payments made on account of beneficial ownership
interests of a Global Certificate or maintaining, supervising or reviewing any records relating to
such beneficial ownership interests.



     Section 3.12 Cancellation. All Certificates surrendered for delivery of shares of Common
Stock on or after the Purchase Contract Settlement Date or in connection with an Early Settlement
or a Fundamental Change Early Settlement or for delivery of the Notes underlying the Applicable
Ownership Interests in Notes, the Applicable Ownership Interests in the Treasury Portfolio or
Treasury Securities, as the case may be, after the occurrence of a Termination Event or pursuant to
a Cash Settlement, an Early Settlement or a Fundamental Change Early Settlement, a Collateral
Substitution, or upon the registration of transfer or exchange of a Unit, shall, if surrendered to
any Person other than the Purchase Contract Agent, be delivered to the Purchase Contract Agent
along with appropriate written instructions regarding the cancellation thereof and, if not already
cancelled, shall be promptly cancelled by it. The Company may at any time deliver to the Purchase
Contract Agent for cancellation any Certificates previously authenticated, executed and delivered
hereunder that the Company may have acquired in any manner whatsoever, and all Certificates so
delivered shall, upon an Issuer Order, be promptly cancelled by the Purchase Contract Agent. No
Certificates shall be authenticated, executed on behalf of the Holder and delivered in lieu of or
in exchange for any Certificates cancelled as provided in this Section 3.12, except



27









 




as expressly permitted by this Agreement. All cancelled Certificates held by the Purchase
Contract Agent shall be disposed of in accordance with its customary practices.




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



     Section 3.13 Creation of Treasury Units by Substitution of Treasury Securities. (a) Subject
to the conditions set forth in this Agreement, and subject to the limitations on a Collateral
Substitution in connection with an Early Remarketing as set forth under Section 5.02 below, a
Holder of Corporate Units may, at any time from and after the date of this Agreement and prior to
4:00 p.m. (New York City time) on the seventh Business Day immediately preceding the Purchase
Contract Settlement Date (other than during the Restricted Period or following a Successful Early
Remarketing), effect a Collateral Substitution and separate the Notes underlying the Pledged
Applicable Ownership Interests in Notes in respect of such Holder’s Corporate Units by substituting
for such Pledged Applicable Ownership Interests in Notes, Treasury Securities in an aggregate
principal amount at maturity equal to the aggregate principal amount of the Notes underlying the
Pledged Applicable Ownership Interests in Notes; provided that Holders may make Collateral
Substitutions only in integral multiples of 20 Corporate Units. In no event may a Holder of
Corporate Units effect a Collateral Substitution following a Successful Early Remarketing. To
effect such substitution, the Holder must:




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




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


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




     Upon credit to the Collateral Account of Treasury Securities or security entitlements with
respect thereto delivered by a Holder of Corporate Units and receipt of the related instruction
from the Collateral Agent, the Securities Intermediary shall promptly Transfer the Notes underlying
the appropriate Pledged Applicable Ownership Interests in Notes to the Purchase Contract Agent for
distribution to such Holder, free and clear of the Pledge created hereby.



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



28









 






          (i) cancel the related Corporate Units;




          (ii) Transfer the Notes to the Holder; and




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



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



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




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




     Section 3.14 Recreation of Corporate Units. (a) Subject to the conditions set forth in this
Agreement, and subject to the limitations on a Collateral Substitution in connection with an Early
Remarketing, as set forth in Section 5.02 below, a Holder of Treasury Units may effect a Collateral
Substitution and recreate Corporate Units at any time from and after the date of this Agreement and
prior to 4:00 p.m. (New York City time) on the seventh Business Day immediately preceding the
Purchase Contract Settlement Date (other than during the Restricted Period or following a
Successful Early Remarketing); provided that Holders of Treasury Units may only recreate Corporate
Units in integral multiples of 20 Treasury Units. In no event may a Holder of Treasury Units
effect a Collateral Substitution following a Successful Early Remarketing. To recreate Corporate
Units, the Holder must:




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



29









 






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


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




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



     Upon credit to the Collateral Account of Notes or security entitlements with respect thereto
delivered by a Holder of Treasury Units and receipt of the related instruction from the Collateral
Agent, the Securities Intermediary shall promptly Transfer the Pledged Treasury Securities to the
Purchase Contract Agent for distribution to such Holder, free and clear of the Pledge created
hereby.



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




          (i) cancel the related Treasury Units;




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




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



     Holders who elect to recreate Corporate Units shall be responsible for any fees or expenses
(including, without limitation, fees and expenses payable to the Collateral Agent), in respect of
the recreation, and neither the Company nor the Purchase Contract Agent shall be responsible for
any such fees or expenses.



          (b) Except as provided in Section 5.03 or in this Section 3.14 or in connection with a Cash
Settlement, an Early Settlement, a Fundamental Change Early Settlement or a Termination Event, for
so long as the Purchase Contract underlying a Treasury Unit remains in effect, such Treasury Unit
shall not be separable into its constituent parts and the rights and obligations of the Holder of
such Treasury Unit in respect of the interest in the Treasury Security and the Purchase Contract
comprising such Treasury Unit may be acquired, and may be transferred and exchanged, only as a
Treasury Unit.



     Section 3.15 Transfer of Collateral Upon Occurrence of Termination Event. (a) Upon receipt
by the Collateral Agent of written notice pursuant to Section 5.07 hereof from the Company or the
Purchase Contract Agent that a Termination Event has occurred, the Collateral Agent shall promptly
release all Collateral from the Pledge and shall promptly instruct the Securities Intermediary to
Transfer:



30









 






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




          (ii) any Pledged Treasury Securities;




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




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


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




          (b) Notwithstanding anything to the contrary in clause (a) of this Section 3.15, if such
Termination Event shall result from the Company’s becoming a debtor under the Bankruptcy Code, and
if the Collateral Agent shall for any reason fail promptly to effectuate the release and Transfer
of all Notes underlying Pledged Applicable Ownership Interests in Notes, Pledged Applicable
Ownership Interests in the Treasury Portfolio, Pledged Treasury Securities and payments by Holders
(or the Permitted Investments of such payments) pursuant to Section 5.03 and Proceeds and all other
payments received by the Collateral Agent in respect of the foregoing, as the case may be, as
provided by this Section 3.15, the Purchase Contract Agent shall use its best efforts to obtain an
opinion of a nationally recognized law firm to the effect that, notwithstanding the Company’s being
the debtor in such a bankruptcy case, the Collateral Agent will not be prohibited from releasing or
Transferring the Collateral as provided in this Section 3.15, and shall deliver or cause to be
delivered such opinion to the Collateral Agent within ten days after the occurrence of such
Termination Event, and if (A) the Purchase Contract Agent shall be unable to obtain such opinion
within ten days after the occurrence of such Termination Event or (B) the Collateral Agent shall
continue, after delivery of such opinion, to refuse to effectuate the release and Transfer of all
Notes underlying Pledged Applicable Ownership Interests in Notes, Pledged Applicable Ownership
Interests in the Treasury Portfolio, Pledged Treasury Securities and the payments by Holders (or
the Permitted Investments of such payments) pursuant to Section 5.03 hereof and Proceeds and all
other payments received by the Collateral Agent in respect of the foregoing, as the case may be, as
provided in this Section 3.15, then the Purchase Contract Agent shall within fifteen days after the
occurrence of such Termination Event commence an action or proceeding in the court having
jurisdiction of the Company’s case under the Bankruptcy Code seeking an order requiring the
Collateral Agent to effectuate the release and transfer of all Notes underlying Pledged Applicable
Ownership Interests in Notes, Pledged Applicable Ownership Interest in the Treasury Portfolio,
Pledged Treasury Securities and the payments by Holders (or the Permitted Investments of such
payments) pursuant to Section 5.03 hereof



31









 




and Proceeds and all other payments received by the Collateral Agent in respect of the
foregoing, or as the case may be, as provided by this Section 3.15.




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



          (d) Upon book-entry transfer of the Corporate Units or the Treasury Units or delivery of a
Corporate Units Certificate or Treasury Units Certificate to the Purchase Contract Agent with such
transfer instructions, the Purchase Contract Agent shall transfer the Notes underlying Pledged
Applicable Ownership Interests in Notes, the Pledged Applicable Ownership Interests in the Treasury
Portfolio or Pledged Treasury Securities, as the case may be, underlying such Corporate Units or
Treasury Units, as the case may be, to such Holder by book-entry transfer, or other appropriate
procedures, in accordance with such instructions and, in the case of the Notes underlying Pledged
Applicable Ownership Interests in Notes, in accordance with the terms of the Indenture. In the
event a Holder of Corporate Units or Treasury Units fails to effect such transfer or delivery, the
Notes underlying Pledged Applicable Ownership Interests in Notes, the Pledged Applicable Ownership
Interests in the Treasury Portfolio or Pledged Treasury Securities, as the case may be, underlying
such Corporate Units of Treasury Units, as the case may be, and any distributions thereon, shall be
held in the name of the Purchase Contract Agent or its nominee in trust for the benefit of such
Holder, until the earlier to occur of:




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




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



     Section 3.16 No Consent to Assumption. Each Holder of a Unit, by acceptance thereof, shall be
deemed expressly to have withheld any consent to the assumption under Section 365 of the Bankruptcy
Code or otherwise, of the Purchase Contract by the Company or its trustee, receiver, liquidator or
a person or entity performing similar functions in the event that the Company becomes a debtor
under the Bankruptcy Code or subject to other similar state or Federal law providing for
reorganization or liquidation.



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



ARTICLE 4




THE NOTES




32









 





     Section 4.01 Interest Payments; Rights to Interest Payments Preserved. (a) The Collateral
Agent shall transfer all income and distributions received by it on account of the Notes underlying
Pledged Applicable Ownership Interests in Notes (if the Notes underlying Pledged Applicable
Ownership Interests in Notes are registered in the name of the Collateral Agent), the Pledged
Applicable Ownership Interests in the Treasury Portfolio or Permitted Investments from time to time
held in the Collateral Account to the Purchase Contract Agent (ABA No. 091000022, Account No.
130518001, Re: Johnson Controls, Inc. Equity Units) for distribution to the applicable Holders as
provided in this Agreement and the Purchase Contracts.



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




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




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




          (e) Except as otherwise expressly provided in Section 4.01(d) hereof, in the case of any
Corporate Unit with respect to which Cash Settlement, Early Settlement or Fundamental Change Early
Settlement of the component Purchase Contract is properly effected, or with respect to which a
Collateral Substitution has been effected, payments attributable to the Notes underlying Applicable
Ownership Interests in Notes or distributions on Applicable Ownership Interests in the Treasury
Portfolio, as the case may be, that would otherwise be payable or made after the Purchase Contract
Settlement Date, Early Settlement Date, Fundamental Change Early Settlement Date or the date of the
Collateral Substitution, as the case may be, shall not be payable hereunder to the Holder of such
Corporate Units; provided, however, that to the extent that such Holder continues to hold Separate
Notes or Applicable Ownership Interests in the Treasury Portfolio that formerly comprised a part of
such Holder’s Corporate Units, such Holder shall be entitled to receive interest on such Separate
Notes or distributions on such Applicable Ownership Interests in the Treasury Portfolio.




33









 








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



          (b) All payments received by the Securities Intermediary in respect of (1) the Notes, (2) the
Applicable Ownership Interests in the Treasury Portfolio and (3) the Treasury Securities or
security entitlements with respect thereto, that, in each case, have been released from the Pledge
hereunder shall be transferred to the Purchase Contract Agent for the benefit of the applicable
Holders for distribution to such Holders in accordance with their respective interests.




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



          (b) Upon receipt of notice of any meeting at which holders of Notes are entitled to vote or
upon any solicitation of consents, waivers or proxies of holders of Notes, the Purchase Contract



34









 






Agent shall, as soon as practicable thereafter, mail, first class, postage pre-paid, to the
Holders of Corporate Units a notice:





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




          (ii) stating that each Holder on the record date set by the Purchase Contract Agent
therefor (which, to the extent possible, shall be the same date as the record date set by
the Company for determining the holders of Notes entitled to vote) shall be entitled to
instruct the Purchase Contract Agent as to the exercise of the voting rights pertaining to
the Notes underlying the Applicable Ownership Interests in Notes that are a component of
their Corporate Units; and




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


Upon the written request of the Holders of Corporate Units on such record date received by the
Purchase Contract Agent at least six days prior to such meeting, the Purchase Contract Agent shall
endeavor insofar as practicable to vote or cause to be voted, in accordance with the instructions
set forth in such requests, the maximum aggregate principal amount of Notes (rounded down to the
nearest integral multiple of $1,000) as to which any particular voting instructions are received.
In the absence of specific instructions from the Holder of Corporate Units, the Purchase Contract
Agent shall abstain from voting the Notes underlying Applicable Ownership Interests in Notes that
are a component of such Corporate Units. The Company hereby agrees, if applicable, to solicit
Holders of Corporate Units to timely instruct the Purchase Contract Agent as to the exercise of
such voting rights in order to enable the Purchase Contract Agent to vote such Notes.




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




     Section 4.04 Payments to Purchase Contract Agent. The Securities Intermediary shall use
commercially reasonable efforts to deliver any payments required to be made by it to the Purchase
Contract Agent hereunder to the account designated by the Purchase Contract Agent for such purpose
not later than 12:00 p.m. (New York City time) on the Business Day such payment is received by the
Securities Intermediary; provided, however, that if such payment is received on a day that is not a
Business Day or after 11:00 a.m. (New York City time) on a Business Day, then the Securities
Intermediary shall use commercially reasonable efforts to deliver such payment to the Purchase
Contract Agent no later than 10:30 a.m. (New York City time) on the next succeeding Business Day.



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



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ARTICLE 5




THE PURCHASE CONTRACTS




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




          (i) If the Applicable Market Value is equal to or greater than $10.29 (the “Threshold
Appreciation Price”), the Settlement Rate will be 4.8579 shares of Common Stock (such
Settlement Rate being referred to as the “Minimum Settlement Rate”);




          (ii) if the Applicable Market Value is less than the Threshold Appreciation Price but
greater than $8.95 (the “Reference Price”), the Settlement Rate will be a number of shares
of Common Stock equal to the Stated Amount divided by the Applicable Market Value, which is
not subject to adjustment pursuant to Section 5.05(a)(vii); and




          (iii) if the Applicable Market Value is less than or equal to the Reference Price, the
Settlement Rate will be 5.5866 shares of Common Stock, which is equal to the Stated Amount
divided by the Reference Price (such Settlement Rate being referred to as the “Maximum
Settlement Rate”);


in each case subject to adjustment as provided in Section 5.05 (and in each case rounded upward or
downward to the nearest 1/10,000th of a share).




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



     The “Closing Price” per share of Common Stock on any date of determination means, on any date
of determination (1) the closing sale price (or, if no closing sale price is reported, the last
reported sale price) per share of Common Stock on the New York Stock Exchange, Inc. (the “NYSE”)
on such date or, if the Common Stock is not listed for trading on the NYSE on any such date, as
reported in the composite transactions for the principal United States securities exchange on which
the Common Stock is listed for trading, or (2) if the Common Stock is not listed for trading on a
United States national or regional securities exchange, the last quoted bid price 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 referred to above is not available, the market value of the
Common Stock on such date provided by a nationally



36









 




recognized independent investment banking firm retained by the Company for purposes of
determining the Closing Price.




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



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





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




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




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




          (iv) consents to the provisions hereof; and




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



          (c) Each Holder of a Corporate Unit or a Treasury Unit, by its acceptance thereof, further
covenants and agrees that to the extent and in the manner provided in Section 5.03 hereof, but
subject to the terms thereof, on the Purchase Contract Settlement Date, Proceeds of the Pledged
Applicable Ownership Interests in Notes, the Pledged Applicable Ownership Interests in the Treasury
Portfolio or the Pledged Treasury Securities, as applicable, equal to the Purchase Price shall be
paid by the Collateral Agent to the Company in satisfaction of such Holder’s obligations under such
Purchase Contract and such Holder shall acquire no right, title or interest in such Proceeds.




          (d) Upon registration of transfer of a Certificate, the transferee shall be bound (without the
necessity of any other action on the part of such transferee) by the terms of this Agreement and
the Purchase Contracts underlying such Certificate and the transferor shall be released from the
obligations under this Agreement and the Purchase Contracts underlying the Certificate so
transferred.



The Company covenants and agrees, and each Holder of a Certificate, by its acceptance thereof,
likewise covenants and agrees, to be bound by the provisions of this paragraph.




37









 








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




     Section 5.02 Early Remarketing.



          (a) Early Remarketing. (i) Unless a Termination Event has occurred, the Company may
engage the Remarketing Agent, pursuant to the terms of the Remarketing Agreement, to remarket the
aggregate Notes underlying the aggregate Applicable Ownership Interests in Notes that are
components of Corporate Units, along with any Separate Notes, the holders of which have elected to
participate in such remarketing pursuant to the Indenture, as supplemented by Section 5.02(d)
below, during an Early Remarketing Period selected by the Company (each date during such Early
Remarketing Period, an “Early Remarketing Date”).





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



38









 






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




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




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




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



     Section 5.03 Cash Settlement; Final Remarketing; Payment of Purchase Price. (a) Cash
Settlement. (i) Unless (1) a Termination Event has occurred, (2) a Holder effects an Early
Settlement or a Fundamental Change Early Settlement of the underlying Purchase Contract, (3) a
Successful Early Remarketing has occurred, or (4) the Pledged Applicable Ownership Interests in the
Treasury Portfolio have replaced the Pledged Applicable Ownership Interests in Notes as a component
of the Corporate Units, each Holder of Corporate Units shall have the right to satisfy such
Holder’s Obligations on the Purchase Contract Settlement Date in cash (a “Cash Settlement”). Each
Holder of Corporate Units who intends to pay in cash to satisfy such Holder’s Obligations under the
Purchase Contract on the Purchase Contract Settlement Date must notify the Purchase Contract Agent
by presenting and surrendering at the offices of the Purchase Contract Agent (i) the Certificate
evidencing the Corporate Units (if they are in certificated form), and (ii) the form of “Notice of
Cash Settlement” substantially in the form of Exhibit E hereto completed and executed as indicated
on or prior to 4:00 p.m. (New York City time) on the seventh



39









 




Business Day immediately preceding the Purchase Contract Settlement Date. Corporate Units
Holders may only effect such a Cash Settlement pursuant to this Section 5.03(a) in integral
multiples of 20 Corporate Units.





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




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




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




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




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




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




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



40









 





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



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



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





          (ii) If the Remarketing Agent is able to remarket such Notes and Separate Notes (if
any) for at least the applicable Remarketing Price in any Final Remarketing (other than to
the Company) in accordance with the Remarketing Agreement (a “Successful Final
Remarketing”), the Collateral Agent shall cause the Securities Intermediary to transfer to
the Remarketing Agent the remarketed Notes underlying the Pledged Applicable Ownership
Interests in Notes upon confirmation of deposit to the Collateral Account of proceeds of
such Successful



41









 






Final Remarketing attributable to such Notes, and the Custodial Agent shall transfer
the remarketed Separate Notes to the Remarketing Agent upon confirmation of receipt of
proceeds of such Successful Final Remarketing attributable to such Separate Notes.
Settlement shall occur on the Remarketing Settlement Date. Upon deposit in the Collateral
Account of such proceeds, the Collateral Agent shall, on the Purchase Contract Settlement
Date, in consultation with the Purchase Contract Agent, instruct the Securities Intermediary
to remit a portion of such proceeds equal to the aggregate principal amount of such Notes to
satisfy in full the Obligations of Holders of Corporate Units to pay the Purchase Price for
the shares of Common Stock under the related Purchase Contracts, and promptly remit the
balance of such proceeds to the Purchase Contract Agent for payment to the Holders of
Corporate Units, whereupon the Purchase Contract Agent shall make such payment on the
Purchase Contract Settlement Date pro rata in accordance with their respective interests.
With respect to any Separate Notes remarketed, the Custodial Agent shall remit such proceeds
of the Successful Final Remarketing received from the Remarketing Agent pro rata to Holders
of such Separate Notes.




          (iii) If, in spite of its reasonable efforts, the Remarketing Agent cannot remarket the
Notes during the Final Remarketing Period at a price not less than the applicable
Remarketing Price (other than to the Company) or a condition precedent set forth in the
Remarketing Agreement is not fulfilled, the remarketing will be deemed to have failed (a
“Failed Final Remarketing”). Following a Failed Final Remarketing, as of the Purchase
Contract Settlement Date, each Holder of any Pledged Applicable Ownership Interests in
Notes, unless such Holder has provided written notice to the Purchase Contract Agent in
substantially the form of Exhibit M hereto of its intention to settle the related Purchase
Contract with separate cash prior to 11:00 a.m. (New York City time) on the second Business
Day immediately preceding the Purchase Contract Settlement Date and on or prior to 4:00 p.m.
(New York City time) on the Business Day immediately preceding the Purchase Contract
Settlement Date delivered the Purchase Price to the Securities Intermediary for deposit in
the Collateral Account in lawful money of the United States by certified or cashiers check
or wire transfer in immediately available funds payable to or upon the order of the
Securities Intermediary (which settlement may only be effected in integral multiples of 20
Corporate Units), shall be deemed to have exercised such Holder’s Put Right with respect to
the Notes underlying such Pledged Applicable Ownership Interests in Notes and to have
elected to have a portion of the Proceeds of the Put Right set-off against such Holder’s
obligation to pay the aggregate Purchase Price for the shares of Common Stock to be issued
under the related Purchase Contracts in full satisfaction of such Holders’ Obligations under
such Purchase Contracts. Following such set-off, each such Holder’s Obligations, including
to pay the Purchase Price for the shares of Common Stock, will be deemed to be satisfied in
full, and the Collateral Agent shall cause the Securities Intermediary to release the Notes
underlying such Pledged Applicable Interests in Notes from the Collateral Account and shall
promptly transfer such Notes to the Company. Thereafter, the Collateral Agent shall promptly
remit the remaining portion of the Proceeds of the Holder’s exercise of the Put Right in
excess of the aggregate Purchase Price for the shares of Common Stock to be issued under
such Purchase Contracts to the Purchase Contract Agent for payment to the Holder of the
Corporate Units to which such Applicable Ownership Interests in Notes relate. Upon (x)
receipt by the Collateral Agent of a notice from the Purchase Contract Agent in
substantially the form of Exhibit N hereto promptly after the receipt by the Purchase
Contract Agent of a notice from a Holder of Corporate Units that such Holder has elected, in
accordance with this Section 5.03(b)(iii), to settle the related Purchase Contract with
separate cash and (y) payment by such Holder to the Securities Intermediary of the Purchase
Price in accordance with the first sentence of this Section 5.03(b)(iii), in lieu of
exercise of such Holder’s Put Right, the Securities Intermediary shall give the Purchase
Contract Agent notice of the receipt of such payment in substantially the form of Exhibit O
hereto and shall (A) promptly invest the separate cash



42









 






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




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




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




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




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



43









 





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





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




          (ii) the “Reset Effective Date,” which (A) if the Remarketing Announcement relates to a
Remarketing to occur during any Early Remarketing Period, shall mean the third Business Day
following the date of a Successful Remarketing, unless the Remarketing is successful within
five Business Days of the next Payment Date in which case such Payment date will be the
Reset Effective Date, or (B) if the Remarketing Announcement relates to a Remarketing to
occur during the Final Remarketing Period, shall mean March 31, 2012 if there is a
Successful Remarketing;




          (iii) that the Reset Rate and interest payment dates for the Notes will be established,
and, if the Company elects to make any modification to the terms of the Notes, such modified
terms will be set on the date of the Successful Remarketing and effective on and after the
Reset Effective Date;




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




          (v) the range of possible Remarketing Fees.



     The Company will cause each Remarketing Announcement to be published on the Remarketing
Announcement Date by making a timely release to any appropriate news agency, including Bloomberg
Business News and the Dow Jones News Service. In addition, the Company will request, not later than
10 Business Days prior to each Remarketing Announcement Date, that the Depositary notify its
participants holding Notes, Corporate Units and Treasury Units of the Remarketing. If required, the
Company will use its commercially reasonable efforts to ensure that a Registration Statement with
respect to the full principal amount of the Notes to be remarketed is effective such that the
Remarketing Agent may rely on it in connection with the Remarketing process. If a Successful
Remarketing occurs on a Remarketing Date, the Company will request the Depositary to notify its
participants holding Notes of the maturity date, Reset Rate, interest payment dates, and any other
modified terms established for the Notes during the Remarketing on the Business Day following the
date of the Successful Remarketing. If there is a Failed Remarketing, the Company will cause a
notice of the unsuccessful Remarketing to be published on the Business Day following the Applicable
Remarketing Period (which notice, in the event of a Failed



44









 




Final Remarketing, shall be published not later than 9:00 a.m., New York City time, and shall
include the procedures that must be followed if a Holder wishes to exercise its Put Right), in each
case, by making a timely release to any appropriate news agency, including Bloomberg Business News
and the Dow Jones News Service.




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




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




          (f) In the case of a Treasury Unit or a Corporate Unit (if Applicable Ownership Interests in
the Treasury Portfolio have replaced the Applicable Ownership Interests in Notes as a component of
such Corporate Unit), upon the maturity of the Pledged Treasury Securities or the appropriate
Pledged Applicable Ownership Interests in the Treasury Portfolio held by the Securities
Intermediary on or prior to the Business Day immediately preceding the Purchase Contract Settlement
Date, the principal amount of the Treasury Securities or the appropriate Pledged Applicable
Ownership Interests in the Treasury Portfolio received by the Securities Intermediary shall be
invested promptly in Permitted Investments of the type described in clause (6) of the definition of
Permitted Investments, which have been designated by the Company in writing from time to time in a
standing instruction to the Securities Intermediary which shall be effective until revoked or
superseded. On the Purchase Contract Settlement Date, an amount equal to the Purchase Price for
all related Purchase Contracts shall be remitted to the Company as payment of such Holder’s
Obligations under such Purchase Contracts without receiving any instructions from the Holder. In
the event the sum of the Proceeds from either the related Pledged Treasury Securities or the
related Pledged Applicable Ownership Interests in the Treasury Portfolio and the Proceeds from such
Permitted Investments is in excess of the aggregate Purchase Price the Collateral Agent shall cause
the Securities Intermediary to distribute such excess, when received by the Securities
Intermediary, to the Purchase Contract Agent for the benefit of the Holder of the related Treasury
Units or Corporate Units, as applicable.




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




45









 








          (h) The Company shall not be obligated to issue any shares of Common Stock in respect of a
Purchase Contract or deliver any certificates thereof to the Holder of the related Units unless the
Company shall have received payment for the Common Stock to be purchased thereunder in the manner
herein set forth.




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



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



     Section 5.05 Adjustment of each Fixed Settlement Rate. (a) Each Fixed Settlement Rate shall
be subject to the following adjustments (without duplication):




          (i) Stock Dividends. In case the Company shall pay or make a dividend or other
distribution on the Common Stock in Common Stock (including any annual stock dividend), each
Fixed Settlement Rate in effect at the opening of business on the day following the date
fixed for the determination of shareholders of the Company entitled to receive such dividend
or other distribution shall be increased by multiplying each Fixed Settlement Rate by a
fraction (x) the numerator of which shall be the sum of such number of shares of Common
Stock outstanding at the close of business on the record date of such dividend or other
distribution and the total number of shares of Common Stock constituting such dividend or
other distribution, and (y) 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 and,
each such increase to become effective immediately after the opening of business on the day
following the date fixed for such determination.



46









 






          (ii) Stock Purchase Rights. In case the Company shall issue to all holders of its
Common Stock rights, warrants or options (other than pursuant to any dividend reinvestment
or share purchase plans) entitling them to subscribe for or purchase shares of Common Stock
for a period expiring within 45 days from the date of issuance of such rights, warrants or
options at a price per share of Common Stock less than the Current Market Price on the date
fixed for the determination of shareholders of the Company entitled to receive such rights,
warrants or options, each Fixed Settlement Rate in effect at the opening of business on the
day following the date fixed for such determination shall be increased by multiplying each
Fixed Settlement Rate by a fraction, (x) 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 so offered for subscription or
purchase, either directly or indirectly, and (y) 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 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 the Current Market Price, each such increase to become effective
immediately after the opening of business on the day following the date fixed for such
determination.




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




          (iv) Debt, Asset or Security Distributions. (1) In case the Company shall, by
dividend or otherwise, distribute to all holders of its Common Stock evidences of its
indebtedness, shares of capital stock, securities, cash or property (but excluding any
dividend or distribution referred to in paragraph (a)(i) of this Section 5.05, any rights,
options, warrants or other securities referred to in paragraph (a)(ii) of this Section 5.05,
any dividend or distribution paid exclusively in cash referred to in paragraph (a)(v) of
this Section 5.05, and any dividend, shares of capital stock of any class or series, or
similar equity interests, of or relating to a subsidiary or other business unit in the case
of a Spin-Off referred to in the next subparagraph), each Fixed Settlement Rate shall be
increased by multiplying each Fixed Settlement Rate in effect immediately prior to the close
of business on the date fixed for the determination of shareholders of the Company entitled
to receive such distribution by a fraction, (x) the numerator of which shall be the Current
Market Price and (y) the denominator of which shall be the Current Market Price on the date
fixed for such determination less the then fair market value (as determined in good faith 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, such adjustment to become effective immediately
after the opening of business on the day following the date fixed for the determination of
shareholders of the Company entitled to receive such distribution. In any case in which
this paragraph (a)(iv)(1) is applicable, paragraph (a)(iv)(2) of this Section 5.05 shall not
be applicable.



47









 






          (2) In the case of a Spin-Off, each Fixed Settlement Rate in effect immediately
before the close of business on the record date fixed for determination of
shareholders of the Company entitled to receive that distribution will be increased
by multiplying each Fixed Settlement Rate by a fraction, (x) the numerator of which
is the sum of (1) the average of the Closing Prices of the capital stock or similar
equity interests so distributed applicable to one share of Common Stock over the 10
consecutive Trading Day period (the “Relevant Period”) commencing on and including
the third Trading Day after the date on which “ex-distribution trading” commences
for such capital stock or securities distributed on the NYSE or such other national
or regional exchange or market on which such capital stock or securities are listed
or quoted and (2) the average of the Closing Prices of one share of Common Stock
over the Relevant Period, and (y) the denominator of which is the average of the
Closing Prices of one share of Common Stock over the Relevant Period. Any
adjustment to the Fixed Settlement Rate under this paragraph (a)(iv)(2) will occur
on the date that is the earlier of (A) the 10th Trading Day from, and including, the
effective date of the Spin-Off and (B) 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.




          (v) Cash Distributions. In case the Company shall, by dividend or otherwise, make a
distribution to all holders of the Common Stock consisting exclusively of cash (excluding
any dividend or distribution in connection with a liquidation, dissolution or termination of
the Company) in an amount in excess of $0.13 per share of Common Stock per quarter (the
“Reference Dividend”), immediately after the close of business on such date for
determination, each Fixed Settlement Rate shall be increased by multiplying each Fixed
Settlement Rate by a fraction, (x) the numerator of which shall be equal to the Current
Market Price on the date fixed for such determination and (y) the denominator of which shall
be equal to the Current Market Price on the date fixed for such determination less the per
share amount of the distribution in excess of the Reference Dividend. The Reference Dividend
will be subject to an inversely proportional adjustment whenever each Fixed Settlement Rate
is adjusted, but no adjustment will be made to the Reference Dividend for any adjustment
made to the Fixed Settlement Rates pursuant to this clause (v).




          (vi) Tender Offers and Exchange Offers. In the case that 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 through the expiration
thereof) shall require the payment to shareholders of the Company (based on the acceptance
(up to any maximum specified in the terms of the tender or exchange offer) of Purchased
Shares) of an aggregate consideration having a fair market value (as determined in good
faith by the Board of Directors, whose determination shall be conclusive and described in a
Board Resolution) per share of the Common Stock that exceeds the average of the Closing
Prices of the Common Stock on each of the five consecutive Trading Days next succeeding the
last date on which tenders or exchanges may be made pursuant to such tender or exchange
offer (the “Expiration Time”), then each Fixed Settlement Rate shall be increased by
multiplying each Fixed Settlement Rate immediately prior to the close of business on the
date of the Expiration Time by a fraction (x) the numerator of which shall be equal to the
sum of (1) the fair market value (as determined in good faith by the Board of Directors,
whose determination shall be conclusive and described in a Board Resolution) of the
aggregate consideration payable for all Purchased Shares and (2) the product of the number
of shares of Common Stock outstanding at the Expiration Time (excluding any Purchased
Shares) and the Closing Price of Common Stock on the Trading Day next succeeding the
Expiration Time, and (y) the denominator of which shall be equal to the product of (1) the
Closing Price of Common Stock on the Trading Day next



48









 






succeeding the Expiration Time and (2) the number of shares of Common Stock outstanding
(including any Purchased Shares) on the date of the Expiration Time, and “Purchased Shares”
shall mean all shares validly tendered, not withdrawn and accepted for payment on the date
of the Expiration Time.




          (vii) If any adjustments are made to each Fixed Settlement Rate pursuant to this
Section 5.05(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 5.01(a) will apply on the Purchase Contract Settlement Date or any Fundamental
Change Early Settlement Date. Such adjustment shall be made by multiplying the Applicable
Market Value by the Adjustment Factor. The “Adjustment Factor” means, initially, a fraction
the numerator of which shall be the Maximum Settlement Rate immediately after the first
adjustment to each Fixed Settlement Rate pursuant to this Section 5.05(a) and the
denominator of which shall be the Maximum Settlement Rate immediately prior to such
adjustment. Each time an adjustment is required to be made to each Fixed Settlement Rate
pursuant to this Section 5.05(a), the Adjustment Factor shall be multiplied by a fraction
the numerator of which shall be the Maximum Settlement Rate immediately after such
adjustment to each Fixed Settlement Rate pursuant to this Section 5.05(a) and the
denominator of which shall be the Maximum Settlement Rate immediately prior to such
adjustment. Notwithstanding the foregoing, if any adjustment to each Fixed Settlement Rate
is required to be made pursuant to the occurrence of any of the events contemplated by this
Section 5.05(a) during the Observation Period, the 20 individual Closing Prices used to
determine the Applicable Market Value shall be adjusted rather than the Applicable Market
Value and the Applicable Market Value shall be determined by (A) multiplying the Closing
Prices for Trading Days prior to such adjustment to each Fixed Settlement Rate by the
Adjustment Factor in effect prior to such adjustment, (B) multiplying the Closing Prices for
Trading Days following such adjustment by the Adjustment Factor reflecting such adjustment,
and (C) dividing the sum of all such adjusted Closing Prices by 20.




          (viii) Calculation of Adjustments. All adjustments to the Fixed 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 to
the Fixed Settlement Rate shall be required unless such adjustment would require an increase
or decrease of at least one percent in one or both Fixed Settlement Rates; provided, that if
any adjustment is not required to be made because it would not change one or both of the
Fixed Settlement Rates by at least one percent, the adjustment shall be carried forward and
taken into account in any subsequent adjustment; and provided further that effect shall be
given to all adjustments under this Section 5.05(a) no later than the close of business on
the Business Day immediately preceding the first Trading Day in the 20 consecutive Trading
Days during which the Applicable Market Value is determined (or, if earlier, the close of
business on the Business Day immediately preceding the date on which the Fundamental Change
Early Settlement Rate is determined).




          (ix) Increase of Settlement Rate. The Company may make such increases in each Fixed
Settlement Rate, in addition to those required by this Section 5.05(a), as the Board of
Directors considers advisable in order to avoid or diminish any income tax to any holders of
the Company’s capital 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. The Company may only make such a
discretionary adjustment if the Company makes the same proportionate adjustment to each
Fixed Settlement Rate.




          (x) If the Company hereafter adopts any shareholder rights plan involving the issuance
of preference share purchase rights or other similar rights (the “Rights”) to all



49









 






holders of the Common Stock, a Holder shall be entitled to receive upon settlement of
any Purchase Contract, in addition to the shares of Common Stock issuable upon settlement of
such Purchase Contract, the related Rights for the Common Stock, unless such Rights under
the future shareholder rights plan have separated from the Common Stock at the time of
conversion, in which case each Settlement Rate shall be adjusted as provided in Section
5.05(a)(iv) on the date such Rights separate from the Common Stock.



          (b) Adjustment for Consolidation, Merger or Other Reorganization Event. (i) Subject to the
provisions of Section 5.05(b)(ii), upon a Reorganization Event, each Unit shall thereafter, in lieu
of a variable number of shares of Common Stock, be settled by delivery of a variable number of
Exchange Property Units. An “Exchange Property Unit” represents the right to receive 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 distributions thereon that have a record
date that is prior to the applicable Settlement Date) per share of Common Stock by a holder of
Common Stock that 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 Company and non-Affiliates. In the event holders of Common Stock have the opportunity to elect
the form of consideration to be received in such transaction, the Exchange Property Unit that
Holders of the Corporate Units or Treasury Units would have been entitled to receive will be deemed
to be the weighted average of the types and amounts of consideration received by the holders of
Common Stock that affirmatively make an election. The number of Exchange Property Units to be
delivered upon settlement of a Purchase Contract following the effective date of a Reorganization
Event shall equal the Settlement Rate, subject to adjustment as provided in Section 5.05,
determined as if the references to “shares of Common Stock” in Section 5.01(a)(i), (ii) and (iii)
were to “Exchange Property Units.”




     In the event of such a Reorganization Event, the Person formed by such consolidation, or
merger or the Person which acquires the assets of the Company shall execute and deliver to the
Purchase Contract Agent an agreement supplemental hereto providing that the Holder of each Unit
that remains Outstanding after the Reorganization Event (if any) shall have the rights provided by
this Section 5.05(b). Such supplemental agreement shall provide for adjustments to the amount of
any securities constituting all or a portion of an Exchange Property Unit which, for events
subsequent to the effective date of such Reorganization Event, shall be as nearly equivalent as may
be practicable to the adjustments provided for in this Section 5.05. The above provisions of this
Section 5.05(b) shall similarly apply to successive Reorganization Events.




          (ii) Prior to the Purchase Contract Settlement Date, if a Fundamental Change occurs,
then following such Fundamental Change a Holder of a Purchase Contract will have the right
to accelerate and settle (“Fundamental Change Early Settlement”) such Purchase Contract,
upon the conditions set forth below, on the Fundamental Change Early Settlement Date at the
Fundamental Change Early Settlement Rate; provided that no Fundamental Change Early
Settlement will be permitted pursuant to this Section 5.05(b)(ii) unless, at the time such
Fundamental Change Early Settlement is effected, there is an effective Registration
Statement with respect to any securities to be issued and delivered in connection with such
Fundamental Change Early Settlement, if such a Registration Statement is required (in the
view of counsel, which need not be in the form of a written opinion, for the Company) under
the Securities Act. If such a Registration Statement is so required, the Company covenants
and agrees to use its commercially reasonable efforts to (x) have in effect a Registration
Statement covering the Common Stock and other securities to be delivered in respect of the
Purchase Contracts being settled and (y) provide a Prospectus in connection therewith, in
each case in a form that may be



50












 






used in connection with such Fundamental Change Early Settlement (it being understood that
if there is a material business transaction or development with respect to the Company that
has not yet been publicly disclosed, the Company shall not be required to provide Prospectus
and the right to effect a Fundamental Change Early Settlement will not be available, until
the Company has publicly disclosed such transaction or development; provided that the
Company will use its commercially reasonable efforts to make such disclosure as soon as it
is commercially reasonable to do so). In the event that a Holder seeks to exercise its
Fundamental Change Early Settlement right and a Registration Statement is required to be
effective in connection with the exercise of such right but no such Registration Statement
is then effective, the Holder’s exercise of such right shall be void unless and until such a
Registration Statement shall be effective.



     Within fifteen Business Days of the Effective Date (as hereinafter defined) of a Fundamental
Change, the Company shall provide written notice to Holders of Units of such completion of a
Fundamental Change, which shall specify a date (the “Fundamental Change Early Settlement Date”),
which will be at least ten days after the date of the notice but no later than five Business Days
prior to the Purchase Contract Settlement Date, by which each Holder’s right to effect a
Fundamental Change Early Settlement must be exercised. The notice will also set forth, among other
things, the applicable Fundamental Change Early Settlement Rate and the amount (per share of Common
Stock) of cash, securities and other consideration receivable by the Holder upon settlement.



     Corporate Units Holders (unless Applicable Ownership Interests in the Treasury Portfolio have
replaced Applicable Ownership Interests in Notes as a component of the Corporate Units) and
Treasury Units Holders may only effect Fundamental Change Early Settlement pursuant to this Section
5.05(b)(ii) in integral multiples of 20 Corporate Units or Treasury Units, as the case may be. If
Applicable Ownership Interests in the Treasury Portfolio have replaced Applicable Ownership
Interests in Notes as a component of the Corporate Units, Corporate Units Holders may only effect
Fundamental Change Early Settlement pursuant to this Section 5.05(b)(ii) in multiples of 16,000
Corporate Units (or such other number of Corporate Units as may be determined by the Remarketing
Agent upon a Successful Remarketing if the Reset Effective Date is not a regular Payment Date).
Other than the provisions relating to timing of notice and settlement, which shall be as set forth
above, the provisions of Section 5.01 shall apply with respect to a Fundamental Change Early
Settlement pursuant to this Section 5.05(b)(ii).



     In order to exercise the right to effect Fundamental Change Early Settlement with respect to
any Purchase Contracts, the Holder of the Certificate evidencing Units shall deliver to the
Purchase Contract Agent, no later than 4:00 p.m., New York City time, on the third Business Day
immediately preceding the Fundamental Change Early Settlement Date, such Certificate to the
Purchase Contract 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
“Fundamental Change Early Settlement Amount”) equal to the product of (1) the Stated Amount times
(2) the number of Purchase Contracts with respect to which the Holder has elected to effect
Fundamental Change Early Settlement in accordance with this Section 5.05.



     In the event that Units are held by or through DTC or another Depositary, the exercise of the
right to effect Fundamental Change Early Settlement shall occur in conformity with the standing
arrangements between DTC or such Depositary and the Purchase Contract Agent.



     Upon receipt of any such Certificate and payment of such funds, the Purchase Contract Agent
shall pay the Company from such funds the related Purchase Price pursuant to the terms of the
related Purchase Contracts, and notify the Collateral Agent that all the conditions necessary for a
Fundamental



51









 




Change Early Settlement by a Holder of Units have been satisfied pursuant to which the
Purchase Contract Agent has received from such Holder, and paid to the Company as confirmed in
writing by the Company, the related Purchase Price.




     Upon receipt by the Collateral Agent of the notice from the Purchase Contract Agent set forth
in the preceding paragraph, the Collateral Agent shall release from the Pledge, (1) the Notes
underlying the Pledged Applicable Ownership Interests in Notes or the Pledged Applicable Ownership
Interests in the Treasury Portfolio, in the case of a Holder of Corporate Units or (2) the Pledged
Treasury Securities, in the case of a Holder of Treasury Units, in each case with a Value equal to
the product of (x) the Stated Amount times (y) the number of Purchase Contracts as to which such
Holder has elected to effect Fundamental Change Early Settlement, and shall instruct the Securities
Intermediary to Transfer all such Pledged Applicable Ownership Interests in the Treasury Portfolio
or Notes underlying Pledged Applicable Ownership Interests in Notes or Pledged Treasury Securities,
as the case may be, to the Purchase Contract Agent for distribution to such Holder, in each case
free and clear of the Pledge created hereby.



     If a Holder properly effects an effective Fundamental Change Early Settlement in accordance
with the provisions of this Section 5.05(b)(ii), the Company will deliver (or will cause the
Collateral Agent to deliver) to the Holder on the Fundamental Change Early Settlement Date:




          (A) the kind and amount of securities, cash and other property receivable upon
such Fundamental Change by a Holder of the number of shares of Common Stock issuable
on account of each Purchase Contract if the Purchase Contract Settlement Date had
occurred immediately prior to such Fundamental Change (based on the Fundamental
Change Early Settlement Rate in effect at such time), assuming such Holder of Common
Stock is not a Constituent Person or an Affiliate of a Constituent Person to the
extent such Fundamental Change provides for different treatment of Common Stock held
by Affiliates of the Company and non-Affiliates. For the avoidance of doubt, for
the purposes of determining the Applicable Market Value (in connection with
determining the appropriate Fundamental Change Early Settlement Rate to be applied
in the foregoing sentence), the date of the closing of the Fundamental Change shall
be deemed to be the Purchase Contract Settlement Date. If the Fundamental Change
causes the outstanding shares of Common Stock to be converted into the right to
receive more than a single type of consideration (determined based in part upon any
form of shareholder election) and the Holder exercises the right to effect a
Fundamental Change Early Settlement, the Company will deliver to the Holder on the
Fundamental Change Early Settlement Date consideration in the types and amounts as
is proportional to the types and amounts of consideration received by the holders of
Common Stock that affirmatively make such an election;




          (B) the Notes, the Applicable Ownership Interests in the Treasury Portfolio or
Treasury Securities, as the case may be, related to the Units with respect to which
the Holder is effecting a Fundamental Change Early Settlement, free and clear of the
Pledge created hereby; and




          (C) if so required under the Securities Act, a Prospectus as contemplated by
this Section 5.05(b)(ii).


The Corporate Units or the Treasury Units of the Holders who do not elect Fundamental Change Early
Settlement in accordance with the foregoing will continue to remain outstanding and be subject to
settlement on the Purchase Contract Settlement Date in accordance with the terms hereof.




52









 









          (iii) The “Fundamental Change Early Settlement Rate” will be determined by reference to
the table below, based on the date on which the Fundamental Change occurs or becomes
effective (the “Effective Date”) and the price (the “Stock Price”) paid per share for Common
Stock in such Fundamental Change. If holders of Common Stock receive only cash in such
Fundamental Change, the Stock Price paid per share will be the cash amount paid per share.
Otherwise, the Stock Price paid per share will be the average of the Closing Prices of the
Common Stock on the five Trading Days prior to, but not including, the Effective Date of
such Fundamental Change.



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Effective Date	 	 
	Stock Price	 	March 16, 2009	 	March 30, 2010	 	March 30, 2011	 	March 30, 2012
	$3.00
	 	 	7.3751	 	 	 	6.9431	 	 	 	6.4345	 	 	 	5.5866	 
	$6.00
	 	 	6.1860	 	 	 	6.0477	 	 	 	5.8511	 	 	 	5.5866	 
	$8.95
	 	 	5.5866	 	 	 	5.5866	 	 	 	5.5866	 	 	 	5.5866	 
	$9.62
	 	 	5.6804	 	 	 	5.5892	 	 	 	5.4415	 	 	 	5.1968	 
	$10.29
	 	 	5.6204	 	 	 	5.5326	 	 	 	5.3862	 	 	 	4.8579	 
	$15.00
	 	 	5.3428	 	 	 	5.2703	 	 	 	5.1373	 	 	 	4.8579	 
	$20.00
	 	 	5.1863	 	 	 	5.1274	 	 	 	5.0217	 	 	 	4.8579	 
	$25.00
	 	 	5.0942	 	 	 	5.0475	 	 	 	4.9680	 	 	 	4.8579	 
	$30.00
	 	 	5.0351	 	 	 	4.9986	 	 	 	4.9393	 	 	 	4.8579	 
	$35.00
	 	 	4.9947	 	 	 	4.9663	 	 	 	4.9215	 	 	 	4.8579	 
	$40.00
	 	 	4.9658	 	 	 	4.9437	 	 	 	4.9093	 	 	 	4.8579	 
	$45.00
	 	 	4.9443	 	 	 	4.9271	 	 	 	4.9003	 	 	 	4.8579	 







     The table above sets forth the hypothetical Stock Price and the Fundamental Change Early
Settlement Rate per $50 Stated Amount of Units. The Stock Prices set forth in the first column
heading of the table above will be adjusted upon the occurrence of events requiring adjustments to
the Fixed Settlement Rate pursuant to Section 5.05(a). The adjusted Stock Prices will equal the
Stock Prices applicable immediately prior to such adjustment, multiplied by a fraction, the
numerator of which is the Fixed Settlement Rate immediately prior to the adjustment giving rise to
the Stock Price adjustment and the denominator of which is the Fixed Settlement Rate as so
adjusted. The number of shares will be adjusted in the same manner as the Fixed Settlement Rate as
set forth in Section 5.05(a).



     If the Stock Price or Effective Date applicable to a
Fundamental Change is not expressly set forth on the table, then the Fundamental Change Early
Settlement Rate will be determined as follows:




          (1) if the Stock Price is between two Stock Price amounts on the table or the
Effective Date is between two dates on the table, the Fundamental Change Early
Settlement Rate will be determined by straight-line interpolation between the number
of shares set forth for the higher and lower Stock Price amounts and the earlier and
later Effective Dates, as applicable, based on a 365-day year;




          (2) if the Stock Price is in excess of $45.00 per share (subject to
adjustment), then the Fundamental Change Early Settlement Rate shall be the Minimum
Settlement Rate; and



53









 






          (3) if the Stock Price is less than $3.00 per share (subject to adjustment),
then the Fundamental Change Early Settlement Rate shall be determined as if the
Stock Price equaled the Minimum Stock Price, using the straight-line interpolation,
as described in clause (1) above, if the Effective Date is between two dates on the
table.


The maximum Fundamental Change Early Settlement Rate shall be 7.3751 shares of Common Stock per $50
Stated Amount of Units.




          (c) No adjustment to the Settlement Rate need be made if Holders may participate in the
transaction that would otherwise give rise to an adjustment, so long as the distributed assets or
securities the Holders would receive upon settlement of Units, if convertible, exchangeable, or
exercisable, are convertible, exchangeable or exercisable, as applicable, without any loss of
rights or privileges for a period of at least 45 days following settlement of the Units.




          (d) The Fixed Settlement Rate shall not be adjusted:





          (1) upon the issuance of any shares of Common Stock pursuant to any present or
future plan providing for the reinvestment of dividends or interest payable on the
Company’s securities and the investment of additional optional amounts in shares of
Common Stock under any plan;




          (2) upon the issuance of any shares of Common Stock or options or rights to
purchase those shares pursuant to any present or future employee, director or
consultant benefit plan or program of or assumed by the Company or any of its
subsidiaries;




          (3) upon the issuance of any shares of Common Stock pursuant to any option,
warrant, right or exercisable, exchangeable or convertible security outstanding as
of the date the Units were first issued;




          (4) for a change in the par value or no par value of the Common Stock;




          (5) for accumulated and unpaid dividends, other than to the extent contemplated
by Section 5.05(a) hereof;




          (6) upon the issuance of any shares of Common Stock or securities convertible
into, or exercisable or exchangeable for, Common Stock, in public or private
transactions, for consideration in cash or property, at any price the Company deems
appropriate; or




          (7) upon the issuance of any shares of Common Stock upon the exercise or
conversion of any right, warrant or option described in Section 5.05(a)(ii).



          (e) Each adjustment to each Fixed Settlement Rate will result in a corresponding adjustment to
the number of shares of Common Stock issuable upon Early Settlement. Each adjustment to each Fixed
Settlement Rate will also result in a corresponding inverse adjustment to the Reference Price and
the Threshold Appreciation Price.




54









 








          (f) All calculations and determinations pursuant to this Section 5.05 shall be made by the
Company or its agent and the Purchase Contract Agent shall have no responsibility with respect to
this Agreement.




     Section 5.06 Notice of Adjustments and Certain Other Events. (a) Whenever the Fixed
Settlement Rates are adjusted as herein provided, the Company shall, as soon as practicable
following the occurrence of an event that requires an adjustment pursuant to Section 5.05 (or if
the Company is not aware of such occurrence, as soon as practicable after becoming so aware):




          (i) compute each adjusted Fixed Settlement Rate in accordance with Section 5.05 and
prepare and transmit to the Purchase Contract Agent an Officers’ Certificate setting forth
each adjusted Fixed 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) provide a written notice to the Holders of the Units of the occurrence of such
event and a statement in reasonable detail setting forth the method by which the adjustment
to each Fixed Settlement Rate was determined and setting forth each adjusted Fixed
Settlement Rate.



          (b) The Purchase Contract Agent shall not at any time be under any duty or responsibility to
any Holder to determine whether any facts exist which may require any adjustment of each Fixed
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 Purchase Contract Agent shall
be fully authorized and protected in relying on any Officers’ Certificate delivered pursuant to
Section 5.06(a)(i) and any adjustment contained therein and the Purchase Contract Agent shall not
be deemed to have knowledge of any adjustment unless and until it has received such certificate.
The Purchase Contract 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 Purchase Contract Agent
makes no representation with respect thereto. The Purchase Contract Agent shall not be responsible
for any failure of the Company to issue, transfer or 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 5.




     Section 5.07 Termination Event; Notice.



          (a) The Purchase Contracts and all obligations and rights of the Company and the Holders
thereunder, including, without limitation, the rights and obligations of Holders to purchase Common
Stock, shall immediately and automatically terminate, without the necessity of any notice or action
by any Holder, the Purchase Contract Agent or the Company, if, prior to or on the Purchase Contract
Settlement Date, a Termination Event shall have occurred. In the event of such a termination of the
Purchase Contracts as a result of a Termination Event, Holders of such Purchase Contracts will not
have a claim in bankruptcy under the Purchase Contract with respect to the Company’s issuance of
shares of Common Stock.




          (b) Upon and after the occurrence of a Termination Event, the Units shall thereafter represent
the right to receive the Notes underlying the Applicable Ownership Interests in Notes, the Treasury
Securities or the Applicable Ownership Interests in the Treasury Portfolio, as the case may be,
forming part of such Units, in accordance with the provisions of Section 3.15 hereof. Upon the
occurrence of a Termination Event, the Company shall promptly but in no event later than two
Business



55









 






Days thereafter give written notice to the Purchase Contract Agent, the Collateral Agent and
the Holders, at their addresses as they appear in the Security Register.




     Section 5.08 Early Settlement. (a) Subject to and upon compliance with the provisions of
this Section 5.08, at the option of the Holder thereof, Purchase Contracts underlying Units may be
settled early (“Early Settlement”) at any time on or prior to 4:00 p.m. (New York City time) on the
seventh Business Day immediately preceding the Purchase Contract Settlement Date, other than during
a Restricted Period or following the effectiveness of a Fundamental Change (in which case Section
5.05 shall apply); provided that no Early Settlement will be permitted pursuant to this Section
5.08 unless, at the time such Early Settlement is effected, there is an effective Registration
Statement with respect to any securities to be issued and delivered in connection with such Early
Settlement, if such a Registration Statement is required (in the view of counsel, which need not be
in the form of a written opinion, for the Company) under the Securities Act. If such a
Registration Statement is so required, the Company covenants and agrees to use its commercially
reasonable efforts to (i) have in effect a Registration Statement covering any securities to be
delivered in respect of the Purchase Contracts being settled and (ii) provide a Prospectus in
connection therewith, in each case in a form that may be used in connection with such Early
Settlement (it being understood that if there is a material business transaction or development
that has not yet been publicly disclosed, the Company will not be required to provide such a
Prospectus, and the right to effect Early Settlement will not be available, until the Company has
publicly disclosed such transaction or development, provided that the Company will use its
commercially reasonable efforts to make such disclosure as soon as it is commercially reasonable to
do so). In the event that a Holder seeks to effect an Early Settlement and a Registration
Statement is so required but no such Registration Statement is then effective, the Holder’s attempt
to effect such Early Settlement shall be void unless and until such a Registration Statement shall
be effective.



          (b) In order to exercise the right to effect Early Settlement with respect to any Purchase
Contracts, the Holder of the Certificate evidencing Units (in the case of Certificates in
definitive certificated form) shall deliver, at any time prior to 4:00 p.m. (New York City time) on
the seventh Business Day immediately preceding the Purchase Contract Settlement Date, other than
during a Restricted Period or following the effectiveness of a Fundamental Change (in which case
Section 5.05 shall apply), such Certificate to the Purchase Contract 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 the product of
(1) the Stated Amount and (2) the number of Purchase Contracts with respect to which the Holder has
elected to effect Early Settlement in accordance with this Section 5.08.




     In the case of Book-Entry Interests, each Beneficial Owner electing Early Settlement must
deliver the Early Settlement Amount to the Purchase Contract Agent along with a facsimile of the
Election to Settle Early form duly completed, make book-entry transfer of such Book-Entry Interests
and comply with the applicable procedures of the Depositary. In addition, so long as the Units are
evidenced by one or more Global Certificates deposited with the Depositary, procedures for early
settlement will also be governed by standing arrangements between the Depositary and the Purchase
Contract Agent.



     If the foregoing requirements are first satisfied with respect to Purchase Contracts
underlying any Units at or prior to 4:00 p.m., New York City time, on a Business Day, such day
shall be the “Early Settlement Date” with respect to such Units and if such requirements are first
satisfied after 4:00 p.m., New York City time, on a Business Day or on a day that is not a Business
Day, the “Early Settlement Date” with respect to such Units shall be the next succeeding Business
Day.



56









 





     Upon the receipt of such Certificate and Early Settlement Amount from the Holder, the Purchase
Contract Agent shall pay to the Company such Early Settlement Amount, the receipt of which payment
the Company shall confirm in writing. The Purchase Contract Agent shall then notify the Collateral
Agent that (A) such Holder has elected to effect an Early Settlement, which notice shall set forth
the number of such Purchase Contracts as to which such Holder has elected to effect Early
Settlement, (B) the Purchase Contract Agent has received from such Holder, and paid to the Company
as confirmed in writing by the Company, the related Early Settlement Amount and (C) all conditions
to such Early Settlement have been satisfied.



     Upon receipt by the Collateral Agent of the notice from the Purchase Contract Agent set forth
in the preceding paragraph, the Collateral Agent shall release from the Pledge, (1) in the case of
a Holder of Corporate Units, the Notes underlying the Pledged Applicable Ownership Interest in
Notes, or the Pledged Applicable Ownership Interests in the Treasury Portfolio, as the case may be,
relating to the Purchase Contracts to which Early Settlement is effected, or (2) in the case of a
Holder of Treasury Units, Pledged Treasury Securities, in each case with a Value equal to the
product of (x) the Stated Amount times (y) the number of Purchase Contracts as to which such Holder
has elected to effect Early Settlement, and shall instruct the Securities Intermediary to Transfer
all such Pledged Applicable Ownership Interests in the Treasury Portfolio or Notes underlying such
Pledged Applicable Ownership Interests in Notes or Pledged Treasury Securities, as the case may be,
to the Purchase Contract Agent for distribution to such Holder, in each case free and clear of the
Pledge created hereby.



     Holders of Corporate Units and Treasury Units may only effect Early Settlement pursuant to
this Section 5.08 in integral multiples of 20 Corporate Units or 20 Treasury Units, as the case may
be. If Applicable Ownership Interests in the Treasury Portfolio have replaced Applicable Ownership
Interests in Notes as a component of the Corporate Units, Corporate Units Holders may only effect
Early Settlement pursuant to this Section 5.08 in integral multiples of 16,000 Corporate Units (or
such other number of Corporate Units as may be determined by the Remarketing Agent upon a
Successful Remarketing if the Reset Effective Date is not a Payment Date).



          (c) Upon Early Settlement of Purchase Contracts by a Holder of the related Units, the Company
shall issue, and the Holder shall be entitled to receive, a number of shares of Common Stock (or in
the case of an Early Settlement following a Reorganization Event, a number of Exchange Property
Units) equal to the applicable Minimum Settlement Rate for each Purchase Contract as to which Early
Settlement is effected, subject to adjustment under Section 5.05.




          (d) No later than the third Business Day after the applicable Early Settlement Date, the
Company shall cause the shares of Common Stock or Exchange Property Units issuable upon Early
Settlement of Purchase Contracts to be issued and the Notes, the Applicable Ownership Interests in
the Treasury Portfolio or Treasury Securities, as the case may be, to be delivered, together with
payment in lieu of any fraction of a share, as provided in Section 5.09.




          (e) Upon Early Settlement of any Purchase Contracts, and subject to receipt of shares of
Common Stock or Exchange Property Units from the Company and the Notes, the Applicable Ownership
Interests in the Treasury Portfolio or Treasury Securities, as the case may be, from the Securities
Intermediary, as applicable, the Purchase Contract 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 Notes, the Applicable Ownership Interests in the
Treasury Portfolio or Treasury Securities, as the case may be, related to such Units,



57









 






          (ii) deliver to the Holder a certificate or certificates for the full number of shares
of Common Stock or Exchange Property Units issuable upon such Early Settlement, together
with payment in lieu of any fraction of a share, as provided in Section 5.09, and




          (iii) if so required under the Securities Act, deliver a Prospectus for the shares of
Common Stock issuable upon such Early Settlement as contemplated by Section 5.08(a).



          (f) 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 Purchase Contract Agent shall execute on behalf of the Holder,
authenticate 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 5.09 No Fractional Shares. No fractional shares or scrip representing fractional
shares of Common Stock shall be issued or delivered upon settlement on the Purchase Contract
Settlement Date, or upon Early Settlement or Fundamental Change 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
Purchase Contract Settlement Date, or upon Early Settlement or Fundamental Change Early Settlement,
the Company, through the Purchase Contract Agent, shall make a cash payment in respect of such
fractional interest in an amount equal to the percentage of such fractional share multiplied by the
Applicable Market Value calculated as if the date of such settlement were the Purchase Contract
Settlement Date. The Company shall provide the Purchase Contract Agent from time to time with
sufficient funds to permit the Purchase Contract Agent to make all cash payments required by this
Section 5.09 in a timely manner.



     Section 5.10 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; provided, however, 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 Purchase Contract Agent, as custodian for such Holder, and the Company
shall not be required to issue or deliver such share certificates or Certificates unless or 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.



ARTICLE 6




RIGHTS AND REMEDIES OF HOLDERS




     Section 6.01 Unconditional Right of Holders to Purchase Shares of Common Stock. Each Holder
of a Unit shall have the right, which is absolute and unconditional, except upon and following a
Termination Event, to purchase shares of Common Stock pursuant to the Purchase Contract comprising
part of such Unit and, in each such case, to institute suit for the enforcement of any such right
to purchase shares of Common Stock, and such right shall not be impaired without the consent of
such Holder.



     Section 6.02 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



58









 




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 6.03 Rights and Remedies Cumulative. Except as otherwise provided with respect to the
replacement or payment of mutilated, destroyed, lost or stolen Certificates in the last paragraph
of Section 3.10, 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 6.04 Delay or Omission Not Waiver. No delay or omission of any Holder to exercise any
right upon a default or remedy upon a default shall impair any such right or remedy or constitute a
waiver of any such right. Every right and remedy given by this Article 6 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 6.05 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 of competent
jurisdiction 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 Purchase Contract Agent for any action taken,
suffered or omitted by it as Purchase Contract 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 and costs 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 Purchase Contract 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 any interest on any Notes owed pursuant to such Holder’s Applicable Ownership
Interests in Notes 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
Contracts constituting part of any Unit held by such Holder.



     Section 6.06 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, that 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 and covenants that it will not hinder, delay or impede the execution of
any power herein granted to the Purchase Contract Agent or the Holders, but will suffer and permit
the execution of every such power as though no such law had been enacted.



ARTICLE 7




THE PURCHASE CONTRACT AGENT




     Section 7.01 Certain Duties and Responsibilities.



          (a) The Purchase Contract Agent:




59









 









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




          (ii) in the absence of bad faith on its part, may, with respect to the Units,
conclusively rely, as to the truth of the statements and the correctness of the opinions
expressed therein, upon certificates or opinions furnished to the Purchase Contract Agent
and conforming to the requirements of this Agreement or the Remarketing Agreement, as
applicable, but in the case of any certificates or opinions which by any provision hereof
are specifically required to be furnished to the Purchase Contract Agent, the Purchase
Contract Agent shall be under a duty to examine the same to determine whether or not they
conform to the requirements of this Agreement or the Remarketing Agreement, as applicable
(but need not confirm or investigate the accuracy of the mathematical calculations or other
facts, statements, opinions or conclusions stated therein).



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





          (i) this Section 7.01(b) shall not be construed to limit the effect of Sections 7.01(a)
and 7.01(c);




          (ii) the Purchase Contract Agent shall not be liable for any error of judgment made in
good faith by a Responsible Officer, unless it shall be conclusively determined by a court
of competent jurisdiction that the Purchase Contract Agent was grossly negligent in
ascertaining the pertinent facts; and



          (c) No provision of this Agreement or the Remarketing Agreement shall require the Purchase
Contract Agent to expend or risk its own funds or otherwise incur any liability in the performance
of any of its duties hereunder, or in the exercise of any of its rights or powers, if it shall have
reasonable grounds for believing that repayment of such funds or adequate indemnity against such
risk or liability is not reasonably assured to it.




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




          (e) The Purchase Contract Agent is authorized to execute and deliver the Remarketing Agreement
in its capacity as Purchase Contract Agent. The rights, privileges, protections, immunities and
benefits afforded to the Purchase Contract Agent and each Indemnitee under this Agreement,
including, without limitation, its and their rights to be indemnified, shall also extend to and
cover the Purchase Contract Agent and each Indemnitee with respect to the role of the Purchase
Contract Agent as Purchase Contract Agent under, including action taken, omitted to be taken or
suffered by the Purchased Contract Agent pursuant to, the Remarketing Agreement.




          (f) On or prior to the date that is 30 days prior to the first day of the Applicable
Remarketing Period, at the Company’s request given at least five Business Days prior to such 30th
day, the Purchase Contract Agent shall deliver to the Company and the Remarketing Agent an executed
counterpart of the Remarketing Agreement, signed by an authorized signatory of the Purchase
Contract Agent.




60









 








     Section 7.02 Notice of Default. Within 30 days after the occurrence of any default by the
Company hereunder of which a Responsible Officer of the Purchase Contract Agent has actual
knowledge, the Purchase Contract Agent shall transmit by mail to the Company and the Holders, as
their names and addresses appear in the Security Register, notice of such default hereunder, unless
such default shall have been cured or waived.



     Section 7.03 Certain Rights of Purchase Contract Agent.



     Subject to the provisions of Section 7.01:



          (a) the Purchase Contract Agent may, in the absence of bad faith, conclusively rely and shall
be fully 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 an Officers’ 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 or the Remarketing Agreement the Purchase
Contract Agent shall deem it desirable that a matter be proved or established prior to taking,
suffering or omitting to take any action hereunder or thereunder, the Purchase Contract Agent
(unless other evidence be herein or therein specifically prescribed) may, in the absence of bad
faith on its part, conclusively rely upon an Officers’ Certificate of the Company;




          (d) the Purchase Contract 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 Purchase Contract 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 Purchase Contract 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 Purchase Contract Agent shall
determine to make such further inquiry or investigation, it shall be entitled to examine the
relevant books, records and premises of the Company, personally or by agent or attorney;




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




          (g) the Purchase Contract 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 Purchase Contract Agent security or
indemnity satisfactory to the Purchase Contract Agent against the costs, expenses and liabilities
which might be incurred by it in compliance with such request or direction;




61









 








          (h) the Purchase Contract Agent shall not be liable for any action taken, suffered, or omitted
to be taken by it in the absence of bad faith by it and believed by it to be authorized and within
the discretion or rights or powers conferred upon it by this Agreement;




          (i) the Purchase Contract Agent shall not be deemed to have notice of any adjustment to the
Fixed Settlement Rate, the occurrence of a Termination Event or any default hereunder unless
written notice of any such adjustment, occurrence or event which is in fact such a default is
received by a Responsible Offer at the Corporate Trust Office of the Purchase Contract Agent, and
such notice references the Units or this Agreement;




          (j) the Purchase Contract Agent may request that the Company deliver an Officers’ Certificate
setting forth the names of individuals and/or titles of officers authorized at such time to take
specified actions pursuant to this Agreement, which Officers’ Certificate may be signed by any
person authorized to sign an Officers’ Certificate, including any person specified as so authorized
in any such certificate previously delivered and not superseded;




          (k) the rights, privileges, protections, immunities and benefits given to the Purchase
Contract Agent, including, without limitation, its right to be indemnified, are extended to, and
shall be enforceable by, the Purchase Contract Agent in each of its capacities hereunder, and to
each officer, director, employee of the Purchase Contract Agent and each agent, custodian and other
Person employed, in any capacity whatsoever, by the Purchase Contract Agent to act hereunder and
shall survive the resignation or removal of the Purchase Contract Agent and the termination of this
Agreement;




          (l) the Purchase Contract Agent shall not be required to initiate or conduct any litigation or
collection proceedings hereunder and shall have no responsibilities with respect to any default
hereunder except as expressly set forth herein; and




          (m) the permissive right of the Purchase Contract Agent to take or refrain from taking action
hereunder shall not be construed as a duty.




     Section 7.04 Not Responsible for Recitals or Issuance of Units. The recitals contained
herein, in the Remarketing Agreement and in the Certificates shall be taken as the statements of
the Company, and the Purchase Contract Agent assumes no responsibility for their accuracy or
validity. The Purchase Contract Agent makes no representations as to the validity or sufficiency
of either this Agreement or of the Units or the Pledge or the Collateral or the Remarketing
Agreement and shall have no responsibility for perfecting or maintaining the perfection of any
security interest in the Collateral. The Purchase Contract Agent shall not be accountable for the
use or application by the Company of the proceeds in respect of the Purchase Contracts.



     Section 7.05 May Hold Units. Any Security Registrar or any other agent of the Company, or the
Purchase Contract 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 Security Registrar or such other
agent, or the Purchase Contract Agent. The Company may become the owner or pledgee of Units.



     Section 7.06 Money Held in Custody. Money held by the Purchase Contract Agent in custody
hereunder need not be segregated from the Purchase Contract Agent’s other funds except to the
extent required by law or provided herein. The Purchase Contract Agent shall be under no
obligation to invest or pay interest on any money received by it hereunder except as otherwise
provided hereunder or agreed in writing with the Company.



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     Section 7.07 Compensation and Reimbursement.



     The Company agrees:



          (a) to pay to the Purchase Contract Agent compensation for all services rendered by it
hereunder and under the Remarketing Agreement as the Company and the Purchase Contract Agent shall
from time to time agree in writing;




          (b) except as otherwise expressly provided for herein, to reimburse the Purchase Contract
Agent upon its request for all reasonable expenses, disbursements and advances incurred or made by
the Purchase Contract Agent in accordance with any provision of this Agreement and the Remarketing
Agreement (including the reasonable compensation and the expenses and disbursements of its agents
and counsel) and in connection with the negotiation, preparation, execution and delivery and
performance of this Agreement and the Remarketing Agreement and any modification, supplement or
waiver of any of the terms thereof, except any such expense, disbursement or advance as may be
attributable to its gross negligence, willful misconduct or bad faith; and




          (c) to indemnify the Purchase Contract Agent and any predecessor Purchase Contract Agent and
each of its directors, officers, agents and employees (collectively, with the Purchase Contract
Agent, the “Indemnitees”) for, and to hold each Indemnitee harmless against, any loss, claim,
damage, fine, penalty, liability, fee or expense (including reasonable fees and expenses of
counsel) incurred without gross negligence, willful misconduct or bad faith on its part, arising
out of or in connection with the acceptance or administration of its duties hereunder and under the
Remarketing Agreement, including the Indemnitees’ reasonable costs and expenses of defending
themselves against any claim (whether asserted by the Company, a Holder or any other Person) or
liability in connection with the exercise or performance of any of the Purchase Contract Agent’s
powers or duties hereunder or thereunder or of enforcing the provisions of this Section.




     The provisions of this Section shall survive the resignation and removal of the Purchase
Contract Agent, the satisfaction or discharge of the Units and the Purchase Contracts and the
termination of this Agreement.



     Section 7.08 Corporate Purchase Contract Agent Required; Eligibility. There shall at all
times be a Purchase Contract Agent hereunder which shall be a Person 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, subject to
supervision or examination by Federal or State authority and having a corporate trust office in the
Borough of Manhattan, New York City, if there be such a Person in the Borough of Manhattan, New
York City, qualified and eligible under this Article and willing to act on reasonable terms. If
such Person publishes or files 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 Person shall be deemed to be its combined capital and surplus
as set forth in its most recent report of condition so published or filed. If at any time the
Purchase Contract 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 7.09 Resignation and Removal; Appointment of Successor. (a) No resignation or
removal of the Purchase Contract Agent and no appointment of a successor Purchase Contract Agent
pursuant to this Article shall become effective until the acceptance of appointment by the
successor Purchase Contract Agent in accordance with the applicable requirements of Section 7.10.



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          (b) The Purchase Contract 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 Purchase Contract Agent required by Section 7.10 shall not have been delivered to
the Purchase Contract Agent within 30 days after the giving of such notice of resignation, the
resigning Purchase Contract Agent may petition, at the expense of the Company, any court of
competent jurisdiction for the appointment of a successor Purchase Contract Agent.




          (c) The Purchase Contract Agent may be removed at any time by Act of the Holders of a majority
in number of the Outstanding Units delivered to the Purchase Contract Agent and the Company. If
the instrument of acceptance by a successor Purchase Contract Agent required by Section 7.10 shall
not have been delivered to the Purchase Contract Agent within 30 days after such Act, the Purchase
Contract Agent being removed may petition any court of competent jurisdiction for the appointment
of a successor Purchase Contract Agent.




          (d) If at any time:





          (i) the Purchase Contract Agent fails to comply with Section 310(b) of the TIA, as if
the Purchase Contract Agent were an indenture trustee under an indenture qualified under the
TIA, and shall fail to resign 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;




          (ii) the Purchase Contract Agent shall cease to be eligible under Section 7.08 and
shall fail to resign after written request therefor by the Company or by any such Holder; or




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


then, in any such case, (i) the Company by a Board Resolution may remove the Purchase Contract
Agent, or (ii) 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 Purchase Contract Agent and the appointment of a successor Purchase Contract
Agent.




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




          (f) The Company shall give, or shall cause such successor Purchase Contract Agent to give,
notice of each resignation and each removal of the Purchase Contract Agent and each appointment of
a successor Purchase Contract 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 Security
Register. Each notice shall include the name of the successor Purchase Contract Agent and the
address of its Corporate Trust Office.




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     Section 7.10 Acceptance of Appointment by Successor. (a) In case of the appointment
hereunder of a successor Purchase Contract Agent, every such successor Purchase Contract Agent so
appointed shall execute, acknowledge and deliver to the Company and to the retiring Purchase
Contract Agent an instrument accepting such appointment, and thereupon the resignation or removal
of the retiring Purchase Contract Agent shall become effective and such successor Purchase Contract
Agent, without any further act, deed or conveyance, shall become vested with all the rights,
powers, agencies and duties of the retiring Purchase Contract Agent; but, on the request of the
Company or the successor Purchase Contract Agent, such retiring Purchase Contract Agent shall, upon
payment of its charges, execute and deliver an instrument transferring to such successor Purchase
Contract Agent all the rights, powers and trusts of the retiring Purchase Contract Agent and duly
assign, transfer and deliver to such successor Purchase Contract Agent all property and money held
by such retiring Purchase Contract Agent hereunder.



          (b) Upon request of any such successor Purchase Contract Agent, the Company shall execute any
and all instruments for more fully and certainly vesting in and confirming to such successor
Purchase Contract Agent all such rights, powers and agencies referred to in clause (a) of this
Section 7.10.




          (c) No successor Purchase Contract Agent shall accept its appointment unless at the time of
such acceptance such successor Purchase Contract Agent shall be qualified and eligible under this
Article 7.




     Section 7.11 Merger, Conversion, Consolidation or Succession to Business. Any Person into
which the Purchase Contract 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 Purchase Contract
Agent shall be a party, or any Person succeeding to all or substantially all the corporate trust
business of the Purchase Contract Agent, shall be the successor of the Purchase Contract Agent
hereunder, provided that 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 Purchase Contract Agent then in office, any successor by merger,
conversion or consolidation to such Purchase Contract Agent may adopt such authentication and
execution and deliver the Certificates so authenticated and executed with the same effect as if
such successor Purchase Contract Agent had itself authenticated and executed such Units.



     Section 7.12 Preservation of Information; Communications to Holders. (a) The Purchase
Contract Agent shall preserve, in as current a form as is reasonably practicable, the names and
addresses of Holders received by the Purchase Contract Agent in its capacity as Security Registrar.



          (b) If three or more Holders (herein referred to as “Applicants”) apply in writing to the
Purchase Contract Agent, and furnish to the Purchase Contract 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 Purchase Contract 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
Purchase Contract Agent of the materials to be mailed and of payment, or provision for the payment,
of the reasonable expenses of such mailing.




     Section 7.13 No Obligations of Purchase Contract Agent. Except to the extent otherwise
expressly provided in this Agreement, the Purchase Contract Agent assumes no obligations and shall
not be subject to any liability under this Agreement, the Remarketing Agreement or any Purchase
Contract in



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respect of the obligations of the Holder of any Unit thereunder. The Company agrees, and each
Holder of a Certificate, by its acceptance thereof, shall be deemed to have agreed, that the
Purchase Contract 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 Purchase Contract Agent shall have no
obligation to perform such Purchase Contracts on behalf of the Holders, except to the extent
expressly provided in Article Five hereof. Anything contained in this Agreement to the contrary
notwithstanding, in no event shall the Purchase Contract Agent or its officers, directors,
employees or agents be liable under this Agreement or the Remarketing Agreement for (i) indirect,
incidental, special, punitive, or consequential loss or damage of any kind whatsoever, including
lost profits, whether or not the likelihood of such loss or damage was known to the Purchase
Contract Agent and regardless of the form of action or (ii) any failure or delay in the performance
of its obligations under this Agreement arising out of or caused directly or indirectly, by
circumstances beyond its control, including, without limitation, acts of God; earthquake; fires;
floods; wars; civil or military disturbances; terrorist acts; sabotage; epidemics; riots;
interruptions, loss or malfunctions of utilities; or acts of civil or military authority or
governmental actions; it being understood that the Purchase Contract Agent shall use reasonable
efforts which are consistent with accepted practices in the banking industry to resume performance
as soon as practicable under such circumstances.




     Section 7.14 Tax Compliance. (a) The Purchase Contract 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 Purchase Contract Agent shall comply in accordance with the terms hereof with any
reasonable written direction received from the Company with respect to the execution or
certification of any required documentation and 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 7.01(a)
hereof.




          (c) The Purchase Contract 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 8




SUPPLEMENTAL AGREEMENTS




     Section 8.01 Supplemental Agreements without Consent of Holders. Without the consent of any
Holders, the Company, when authorized by a Board Resolution, the Purchase Contract Agent, the
Collateral Agent, the Custodial Agent and the Securities Intermediary, at any time and from time to
time, may enter into one or more agreements supplemental hereto, in form satisfactory to the
Company, the Purchase Contract Agent and the Collateral Agent, the Custodial Agent and the
Securities Intermediary, to:



          (a) 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;




          (b) evidence and provide for the acceptance of appointment hereunder by a successor Purchase
Contract Agent, Collateral Agent, Securities Intermediary or Custodial Agent;




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




          (d) make provision with respect to the rights of Holders pursuant to the requirements of
Section 5.05(b); or




          (e) cure any ambiguity or to correct or supplement any provisions herein that may be
inconsistent with any other provision herein, or to make such other provisions in regard to matters
or questions arising under this Agreement that do not materially adversely affect the interests of
the Holders, provided that any amendment made solely to conform the provisions of this Agreement to
the description of the Units and the Purchase Contracts contained in the final prospectus
supplement dated March 10, 2009, relating to the Units under the sections entitled “Description of
the Equity Units,” “Description of the Purchase Contracts” and “Certain Provisions of the Purchase
Contract and Pledge Agreement” will be deemed not to materially adversely affect the interests of
the Holders.




     Section 8.02 Supplemental Agreements with Consent of Holders. With the consent of the Holders
of not less than a majority of the Outstanding Units voting together as one class, including
without limitation the consent of the Holders obtained in connection with a tender or an exchange
offer, by Act of said Holders delivered to the Company, the Purchase Contract Agent, the Company,
the Collateral Agent, the Securities Intermediary and the Custodial Agent, as the case may be, when
authorized by a Board Resolution, 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 Purchase Contract affected thereby,



          (a) subject to the Company’s right to defer payments on the Notes, change any Payment Date;




          (b) change the amount or the type of Collateral required to be Pledged to secure a Holder’s
obligations under the Purchase Contract (except for the rights of holders of Corporate Units to
substitute Treasury Securities for the Pledged Applicable Ownership Interests in Notes or the
Pledged Applicable Ownership Interests in the Treasury Portfolio, as the case may be, or the rights
of Holders of Treasury Units to substitute Notes or the Applicable Ownership Interests in the
Treasury Portfolio (as specified in clause (i) of the definition of such term), as applicable, for
the Pledged Treasury Securities), impair the right of the Holder of any Pledged securities to
receive distributions on the Pledged securities or otherwise adversely affect the Holder’s rights
under the Purchase Contract;




          (c) impair the Holders’ right to institute suit for the enforcement of any Purchase Contract;




          (d) except as set forth in Section 5.05, reduce the number of shares of Common Stock
purchasable pursuant to any Purchase Contract, increase the price to purchase shares of Common
Stock upon settlement of any Purchase Contract or change the Purchase Contract Settlement Date or
the right to Early Settlement or Fundamental Change Early Settlement or otherwise adversely affect
the Holder’s rights under the Purchase Contract; or




          (e) reduce the percentage of the outstanding Purchase Contracts whose Holder’s consent is
required for any modification or amendment to the provisions of this Agreement or the Purchase
Contracts;




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provided that if any such supplemental agreement would adversely affect only the Corporate Units or
the Treasury 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 such supplemental agreement, and such
supplemental agreement shall not be effective except with the consent of Holders of not less than a
majority of such class; and provided, further, that the unanimous consent of the Holders of each
outstanding Purchase Contract of such class affected thereby shall be required to approve any
supplemental agreement having the effects specified in clauses (a) through (e) of this Section
8.02.




     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 8.03 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 Purchase Contract Agent, the Collateral
Agent, the Securities Intermediary and the Custodial Agent shall be protected, and (subject to
Section 7.01 with respect to the Purchase Contract Agent) shall be fully authorized and protected
in relying upon, an Officers’ Certificate and an Opinion of Counsel stating that the execution of
such supplemental agreement is authorized or permitted by this Agreement and that any and all
conditions precedent to the execution and delivery of such supplemental agreement have been
satisfied. The Purchase Contract Agent, the Collateral Agent, the Securities Intermediary and the
Custodial Agent may, but shall not be obligated to, enter into any such supplemental agreement
which affects their own rights, duties or immunities under this Agreement or otherwise.



     Section 8.04 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 8.05 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 Purchase Contract Agent, bear a notation in form
approved by the Purchase Contract 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 Purchase Contract 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 Purchase Contract Agent in exchange for outstanding Certificates.



ARTICLE 9




CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE




     Section 9.01 Covenant Not To Consolidate, Merge, Convey, Transfer or Lease Property except
under Certain Conditions. The Company covenants that it will not merge with or into, consolidate
with or convert into any other Person or sell, assign, transfer, lease or convey all or
substantially all of its properties and assets to any other Person, unless:



          (a) either the Company shall be the surviving Person, or the successor Person (if other than
the Company) formed by such consolidation or into which the Company or the Person which acquires by
conveyance or transfer the properties and assets of the Company substantially as an entirety



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shall be a Person organized and existing under the laws of the United States of America or any
State thereof or the District of Columbia and shall expressly assume the due and punctual
performance and observance of all the obligations of the Company under the Purchase Contracts, this
Agreement (including the Pledge provided for herein) and the Remarketing Agreement (if the Company
has executed a Remarketing Agreement on or prior to the time of the merger, consolidation, sale,
assignment, transfer, lease or conveyance) by one or more supplemental agreements in form
reasonably satisfactory to the Purchase Contract Agent and the Collateral Agent, executed and
delivered to the Purchase Contract Agent and the Collateral Agent by such entity; and




          (b) the Company or such successor Person is not, immediately after such merger, consolidation,
sale, assignment, transfer, lease or conveyance, in default of its obligations under the Purchase
Contracts, this Agreement and the Remarketing Agreement. In the event of any such merger,
consolidation, sale, conveyance (other than by way of lease), transfer or other disposition, the
predecessor company may be dissolved, wound up and liquidated at any time thereafter.




     Section 9.02 Rights and Duties of Successor Person. In case of any such merger,
consolidation, sale, assignment, transfer or conveyance (other than by way of lease) and upon any
such assumption by a successor Person in accordance with Section 9.01, such successor Person shall
succeed to and be substituted for the Company with the same effect as if it had been named herein
as the Company, and the Company shall be relieved of any obligations under this Agreement and under
the Units. Such successor Person thereupon may cause to be signed, and may issue either in its own
name or in the name of Johnson Controls, Inc. (or any permitted successor thereto) any or all of
the Certificates evidencing Units issuable hereunder which theretofore shall not have been signed
by the Company and delivered to the Purchase Contract Agent; and, upon the order of such successor
instead of the Company, and subject to all the terms, conditions and limitations in this Agreement
prescribed, the Purchase Contract 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 Purchase Contract Agent for authentication and execution, and any Certificate
evidencing Units which such successor corporation thereafter shall cause to be signed and delivered
to the Purchase Contract Agent for that purpose. All the Certificates 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.



     In case of any such merger, consolidation, sale, conveyance, transfer, or other disposition
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 9.03 Officers’ Certificate and Opinion of Counsel Given to Purchase Contract Agent.
The Purchase Contract Agent, subject to Section 7.01 and Section 7.03, shall receive an Officers’
Certificate and an Opinion of Counsel as conclusive evidence that any such merger, consolidation,
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
merger, consolidation, sale, assignment, transfer, lease or conveyance have been met.



ARTICLE 10




COVENANTS




     Section 10.01 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



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obligations under the Purchase Contracts in accordance with the terms of the Purchase
Contracts and this Agreement.




     Section 10.02 Maintenance of Office or Agency. The Company will maintain in the Borough of
Manhattan, City of New York, 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
the Purchase Contract Settlement Date or upon Early Settlement or Fundamental Change Early
Settlement and for transfer of Collateral upon occurrence of a Termination Event, where
Certificates may be surrendered for registration of transfer or exchange, or for a Collateral
Substitution 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 Purchase Contract
Agent of the location, and any change in the location, of such office or agency. The Company
initially designates the Corporate Trust Office of the Purchase Contract Agent as such office of
the Company. If at any time the Company shall fail to maintain any such required office or agency
or shall fail to furnish the Purchase Contract 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 Purchase Contract Agent as its agent to receive all such presentations,
surrenders, notices and demands.



     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, City of New York, New York for such purposes. The Company will give prompt written
notice to the Purchase Contract 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 Purchase Contract Agent at its
Corporate Trust Office as paying agent in such city.



     Section 10.03 Company To Reserve Common Stock. The Company shall at all times prior to the
Purchase Contract Settlement 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 10.04 Covenants as to Common Stock; Listing. (a) 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.



          (b) The Company further covenants that, if at any time the Common Stock shall be listed on the
NYSE or any other national securities exchange or automated quotation system, the Company will, if
permitted by the rules of such exchange or automated quotation system, list and keep listed, so
long as the Common Stock shall be so listed on such exchange or automated quotation system, all
Common Stock issuable upon Settlement of Purchase Contracts; provided, however, that, if the rules
of such exchange or automated quotation system permit the Company to defer the listing of such
Common Stock until the date on which any Purchase Contract is first settled in accordance with the
provisions of this Agreement, the Company covenants to list such Common Stock issuable upon
settlement of the Purchase Contracts in accordance with the requirements of such exchange or
automated quotation system no later than at such time.




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     Section 10.05 Statements of Officers of the Company as to Default. The Company will deliver
to the Purchase Contract Agent, within 120 days after the end of each fiscal year of the Company
(which as of the date hereof is September 30) ending after the date hereof, an Officers’
Certificate stating whether or not to the knowledge of the signers thereof the Company is in
default in the performance and observance of any of the terms, provisions and conditions of this
Agreement, and if the Company shall be in default, specifying all such defaults and the nature and
status thereof of which they may have knowledge.



     Section 10.06 ERISA. Each Holder from time to time of the Units that is a Plan or that used
assets of a Plan to purchase Units hereby represents that either (i) no portion of the assets used
by such Holder to acquire the Units (or by any Beneficial Owner with a Book-Entry Interest in such
Units that is a Plan or that used assets of a Plan to acquire such Book-Entry Interest) constitutes
assets of any such Plan or (ii) the purchase or holding of the Units by such Holder or Beneficial
Owner will not constitute a non-exempt prohibited transaction under Section 406 of ERISA or Section
4975 of the Code or similar violation under any applicable laws.



     Section 10.07 Tax Treatment. The Company covenants and agrees, and by acceptance of a Unit or
beneficial ownership of a Unit, each Holder and Beneficial Owner will be deemed to have agreed for
U.S. federal income tax purposes (i) to treat each beneficial owner of a Corporate Unit or a
Treasury Unit as the owner of the applicable interests in the Collateral, including the Notes
underlying the Applicable Ownership Interests in Notes, the Applicable Ownership Interests in the
Treasury Portfolio or the Treasury Securities, as applicable, (ii) to treat the Notes as contingent
payment debt instruments and (iii) to allocate a Holder’s purchase price for a Corporate Unit
between the Applicable Ownership Interests in Notes and the Purchase Contract so that each Holder’s
initial tax basis in each Purchase Contract will be $0.00 and each Holder’s initial tax basis in
each Applicable Ownership Interest in Notes will be $50.00.



     Section 10.08 Remarketing Agreement. On or prior to the date that is 30 days prior to the
first day of the Applicable Remarketing Period, the Company shall have entered into, and shall have
caused the Purchase Contract Agent and the Remarketing Agent to have entered into, the Remarketing
Agreement.



ARTICLE 11




PLEDGE




     Section 11.01 Pledge. Each Holder, acting through the Purchase Contract Agent as such
Holder’s attorney-in-fact, and the Purchase Contract Agent, acting solely as such attorney-in-fact,
hereby pledges and grants to the Collateral Agent, as agent of and for the benefit of the Company,
a continuing first priority perfected security interest in and to, and a lien upon and right of
set-off against, all of such Person’s right, title and interest in and to the Collateral, whether
now existing or hereafter arising, to secure the prompt and complete payment and performance when
due (whether at stated maturity, by acceleration or otherwise) of the Obligations. The Collateral
Agent shall have all of the rights, remedies and recourses with respect to the Collateral afforded
a secured party by the UCC, in addition to, and not in limitation of, the other rights, remedies
and recourses afforded to the Collateral Agent by this Agreement or other applicable law.



     Section 11.02 Termination. As to each Holder, the Pledge created hereby shall terminate upon
the payment and performance in full of such Holder’s Obligations. Promptly after such termination,
the Collateral Agent shall instruct the Securities Intermediary to Transfer such portion of the
Collateral attributable to such Holder to the Purchase Contract Agent for distribution to such
Holder, free and clear of the Pledge created hereby.



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ARTICLE 12




ADMINISTRATION OF COLLATERAL




     Section 12.01 Initial Deposit of Notes. (a) Prior to or concurrently with the execution and
delivery of this Agreement, the Purchase Contract Agent, on behalf of the initial Holders of the
Corporate Units, shall Transfer to the Securities Intermediary, for credit to the Collateral
Account, the Applicable Ownership Interests in Notes and the Notes underlying such Applicable
Ownership Interests in Notes or security entitlements relating thereto and the Securities
Intermediary shall indicate by book-entry that a securities entitlement with respect to such
Applicable Ownership Interests in Notes (and the Notes underlying such Applicable Ownership
Interests in Notes) has been credited to the Collateral Account.



          (b) The Collateral Agent may, at any time or from time to time, in its sole discretion, cause
any or all securities or other property underlying any financial assets credited to the Collateral
Account to be registered in the name of the Securities Intermediary, the Collateral Agent or their
respective nominees; provided, however, that unless any Event of Default (as defined in the
Indenture) shall have occurred and be continuing, the Collateral Agent agrees not to cause any
Notes to be so re-registered.




     Section 12.02 Establishment of Collateral Account. The Securities Intermediary hereby
confirms that:



          (a) the Securities Intermediary has established the Collateral Account;




          (b) the Collateral Account is a securities account;




          (c) subject to the terms of this Agreement, the Securities Intermediary shall identify in its
records the Collateral Agent as the entitlement holder entitled to exercise the rights that
comprise any financial asset credited to the Collateral Account;




          (d) all property delivered to the Securities Intermediary pursuant to this Agreement,
including any Applicable Ownership Interests in the Treasury Portfolio (as specified in clause (i)
of the definition thereof) or Treasury Securities and the Permitted Investments, will be credited
promptly to the Collateral Account; and




          (e) all securities or other property underlying any financial assets credited to the
Collateral Account shall be (i) registered in the name of the Purchase Contract Agent and indorsed
to the Securities Intermediary or in blank, (ii) registered in the name of the Securities
Intermediary or (iii) credited to another securities account maintained in the name of the
Securities Intermediary.




     In no case will any financial asset credited to the Collateral Account be registered in the
name of the Purchase Contract Agent (in its capacity as such) or any Holder or specially indorsed
to the Purchase Contract Agent (in its capacity as such) or any Holder, unless such financial asset
has been further indorsed to the Securities Intermediary or in blank.



     Section 12.03 Treatment as Financial Assets. Each item of property (whether investment
property, financial asset, security, instrument or cash) credited to the Collateral Account shall
be treated as a financial asset.



     Section 12.04 Sole Control by Collateral Agent. Except as provided in Section 15.01, at all
times prior to the termination of the Pledge, the Collateral Agent shall have sole control of the
Collateral



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Account, and the Securities Intermediary shall take instructions and directions, and comply
with entitlement orders, with respect to the Collateral Account or any financial asset credited
thereto solely from the Collateral Agent. If at any time the Securities Intermediary shall receive
an entitlement order issued by the Collateral Agent and relating to the Collateral Account, the
Securities Intermediary shall comply with such entitlement order without further consent by the
Purchase Contract Agent or any Holder or any other Person. Except as otherwise permitted under
this Agreement, until termination of the Pledge, the Securities Intermediary will not comply with
any entitlement orders issued by the Purchase Contract Agent or any Holder.




     Section 12.05 Jurisdiction. The Collateral Account, and the rights and obligations of the
Securities Intermediary, the Collateral Agent, the Purchase Contract Agent and the Holders with
respect thereto, shall be governed by the internal laws of the State of New York. Regardless of
any provision in any other agreement, the Securities Intermediary’s jurisdiction is the State of
New York for purposes of the UCC.



     Section 12.06 No Other Claims. Except for the claims and interest of the Collateral Agent and
of the Purchase Contract Agent and the Holders in the Collateral Account, the Securities
Intermediary (without having conducted any investigation) does not know of any claim to, or
interest in, the Collateral Account or in any financial asset credited thereto. If the Securities
Intermediary receives written notice at its principal corporate trust office in New York City or
has actual knowledge that any Person asserts any lien, encumbrance or adverse claim (including any
writ, garnishment, judgment, warrant of attachment, execution or similar process) against the
Collateral Account or in any financial asset carried therein, the Securities Intermediary will as
soon as practicable notify the Collateral Agent and the Purchase Contract Agent.



     Section 12.07 Investment and Release. All proceeds of financial assets from time to time
credited to the Collateral Account shall be invested and reinvested as provided in this Agreement.
At all times prior to termination of the Pledge, no property shall be released from the Collateral
Account except in accordance with this Agreement or upon written instructions of the Collateral
Agent.



     Section 12.08 Statements and Confirmations. The Securities Intermediary will as soon as
practicable send copies of all statements, confirmations and other correspondence concerning the
Collateral Account and any financial assets credited thereto simultaneously to each of the Purchase
Contract Agent and the Collateral Agent at their addresses for notices under this Agreement.



     Section 12.09 Tax Allocations. The Collateral Agent shall report all items of income, gain,
expense and loss recognized in the Collateral Account, to the extent such reporting is required by
law, to the Internal Revenue Service authorities in the manner required by law. Neither the
Securities Intermediary nor the Purchase Contract Agent shall have any tax reporting duties
hereunder.



     Section 12.10 No Other Agreements. The Securities Intermediary has not entered into, and
prior to the termination of the Pledge will not enter into, any agreement with any other Person
relating to the Collateral Account or any financial assets credited thereto, including, without
limitation, any agreement to comply with entitlement orders of any Person other than the Collateral
Agent.



     Section 12.11 Powers Coupled with an Interest. The rights and powers granted in this Purchase
Contract and Pledge Agreement to the Collateral Agent have been granted in order to perfect its
security interests in the Collateral Account, are powers coupled with an interest and will be
affected neither by the bankruptcy of the Purchase Contract Agent or any Holder nor by the lapse of
time. The obligations of the Securities Intermediary under this Purchase Contract and Pledge
Agreement shall continue in effect until the termination of the Pledge.



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     Section 12.12 Waiver of Lien; Waiver of Set-off. The Securities Intermediary waives any
security interest, lien or right to make deductions or set-offs that it may now have or hereafter
acquire in or with respect to the Collateral Account, any financial asset credited thereto or any
security entitlement in respect thereof. Neither the financial assets credited to the Collateral
Account nor the security entitlements in respect thereof will be subject to deduction, set-off,
banker’s lien, or any other right in favor of any person other than the Company.



ARTICLE 13




RIGHTS AND REMEDIES OF THE COLLATERAL AGENT




     Section 13.01 Rights and Remedies of the Collateral Agent. (a) In addition to the rights and
remedies set forth herein or otherwise available at law or in equity, after a collateral event of
default (as specified in Section 13.01(b) below) hereunder, the Collateral Agent shall have all of
the rights and remedies with respect to the Collateral of a secured party under the UCC (whether or
not the UCC is in effect in the jurisdiction where the rights and remedies are asserted) and the
TRADES Regulations and such additional rights and remedies to which a secured party is entitled
under the laws in effect in any jurisdiction where any rights and remedies hereunder may be
asserted. Without limiting the generality of the foregoing, such remedies may include, to the
extent permitted by applicable law, (1) retention of the Notes underlying Pledged Applicable
Ownership Interests in Notes, the Pledged Treasury Securities and/or the Pledged Applicable
Ownership Interests in the Treasury Portfolio in full satisfaction of the Holders’ obligations
under the Purchase Contracts and the Purchase Contract Agreement and/or (2) sale of the Notes
underlying Pledged Applicable Ownership Interests in Notes, the Pledged Treasury Securities or the
Pledged Applicable Ownership Interests in the Treasury Portfolio in one or more public or private
sales.



          (b) Without limiting any rights or powers otherwise granted by this Agreement to the
Collateral Agent or under applicable law, in the event the Collateral Agent is unable to make
payments to the Company on account of Proceeds of (i) the Notes underlying Pledged Applicable
Ownership Interests in Notes (other than any interest payments thereon), (ii) Pledged Applicable
Ownership Interests in the Treasury Portfolio, or (iii) the Pledged Treasury Securities as provided
in this Agreement in satisfaction of the Obligations of the Holder of the Units of which such Notes
underlying Pledged Applicable Ownership Interests in Notes, such Pledged Applicable Ownership
Interests in the Treasury Portfolio or such Pledged Treasury Securities are a part under the
related Purchase Contracts, the inability to make such payments shall constitute a “collateral
event of default” hereunder and the Collateral Agent shall, for the benefit of the Company, have
and may exercise, with reference to such Notes underlying Pledged Applicable Ownership Interests in
Notes, Pledged Treasury Securities or Pledged Applicable Ownership Interests in the Treasury
Portfolio, as applicable, any and all of the rights and remedies available to a secured party under
the UCC and the TRADES Regulations after default by a debtor, and as otherwise granted herein or
under any applicable law.




          (c) Without limiting any rights or powers otherwise granted by this Agreement to the
Collateral Agent or under applicable law, the Collateral Agent is hereby irrevocably authorized to
receive, collect and apply to the satisfaction of the Obligations all payments with respect to (i)
the Notes underlying Pledged Applicable Ownership Interests in Notes (other than any interest
payments thereon), (ii) the Pledged Treasury Securities and (iii) the Pledged Applicable Ownership
Interests in the Treasury Portfolio, subject, in each case, to the provisions of this Agreement,
and as otherwise provided herein.




          (d) The Purchase Contract Agent and each Holder agrees that, from time to time, upon the
written request of the Collateral Agent, the Purchase Contract Agent, on behalf of such Holder,
shall execute and deliver such further documents and do such other acts and things as the
Collateral Agent



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may reasonably request in order to maintain the Pledge, and the perfection and priority
thereof, and to confirm the rights of the Collateral Agent hereunder. The Purchase Contract Agent
shall have no liability to any Holder for executing any documents or taking any such acts requested
by the Collateral Agent hereunder, except for liability for its own grossly negligent acts, its own
grossly negligent failure to act or its own willful misconduct.




ARTICLE 14




REPRESENTATIONS AND WARRANTIES TO

COLLATERAL AGENT; HOLDER COVENANTS




     Section 14.01 Representations and Warranties. Each Holder from time to time, acting through
the Purchase Contract Agent as attorney-in-fact (it being understood that the Purchase Contract
Agent shall not be liable for any representation or warranty made by or on behalf of a Holder),
hereby represents and warrants to the Collateral Agent and the Company (with respect to such
Holder’s interest in the Collateral), which representations and warranties shall be deemed repeated
on each day a Holder effects a Transfer of Collateral, that:



          (a) such Holder has the power to grant a security interest in and lien on the Collateral;




          (b) such Holder is the sole beneficial owner of the Collateral and, in the case of Collateral
delivered in physical form, is the sole holder of such Collateral and is the sole beneficial owner
of, or has the right to Transfer, the Collateral it Transfers to the Collateral Agent for credit to
the Collateral Account, free and clear of any security interest, lien, encumbrance, call, liability
to pay money or other restriction other than the security interest and lien granted under Article
11;




          (c) upon the Transfer of the Collateral to the Securities Intermediary for credit to the
Collateral Account, the Collateral Agent, for the benefit of the Company, will have a valid and
perfected first priority security interest therein (assuming that any central clearing operation or
any securities intermediary or other entity not within the control of the Holder involved in the
Transfer of the Collateral, including the Collateral Agent and the Securities Intermediary, gives
the notices and takes the action required of it hereunder and under applicable law for perfection
of that interest and assuming the establishment and exercise of control pursuant to Article 12
hereof); and




          (d) the execution and performance by the Holder of its obligations under this Agreement will
not result in the creation of any security interest, lien or other encumbrance on the Collateral
(other than the security interest and lien granted under Article 11 hereof) or violate any
provision of any existing law or regulation applicable to it or of any mortgage, charge, pledge,
indenture, contract or undertaking to which it is a party or which is binding on it or any of its
assets.




     Section 14.02 Covenants. The Purchase Contract Agent and the Holders from time to time,
acting through the Purchase Contract Agent as their attorney-in-fact (it being understood that the
Purchase Contract Agent shall not be liable for any covenant made by or on behalf of a Holder),
hereby covenant to the Collateral Agent and the Company that for so long as the Collateral remains
subject to the Pledge:



          (a) neither the Purchase Contract Agent nor such Holders will create or purport to create or
allow to subsist any mortgage, charge, lien, pledge or any other security interest whatsoever over
the Collateral or any part of it other than pursuant to this Agreement; and





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          (b) neither the Purchase Contract Agent nor such Holders will sell or otherwise dispose (or
attempt to dispose) of the Collateral or any part of it except for the beneficial interest therein,
subject to the Pledge hereunder, transferred in connection with a Transfer of the Units.




ARTICLE 15




THE COLLATERAL AGENT, THE CUSTODIAL AGENT

AND THE SECURITIES INTERMEDIARY




     Section 15.01 Appointment, Powers and Immunities. The Collateral Agent, the Custodial Agent
and the Securities Intermediary shall act solely as agent for the Company hereunder, shall not
assume any obligation or relationship of agency or trust for or with any of the Holders, except for
the obligations owed by a pledgee of property to the owner of the property under this Agreement and
applicable law, and shall have such powers as are specifically vested in the Collateral Agent, the
Custodial Agent and the Securities Intermediary, as the case may be, by the terms of this
Agreement. The Collateral Agent, the Custodial Agent and Securities Intermediary shall:



          (a) have no duties or responsibilities except those expressly set forth in this Agreement and
no implied covenants or obligations shall be inferred from this Agreement against the Collateral
Agent, the Custodial Agent or the Securities Intermediary, nor shall the Collateral Agent, the
Custodial Agent or the Securities Intermediary be bound by the provisions of any agreement by any
party hereto (to which the Collateral Agent, the Custodian Agent or the Securities Intermediary, as
the case may be, is not a party) beyond the specific terms hereof;




          (b) not be responsible for any recitals contained in this Agreement, or in any certificate or
other document referred to or provided for in, or received by it under, this Agreement or the
Units, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of
this Agreement (other than as against the Collateral Agent, the Custodial Agent or the Securities
Intermediary, as the case may be), the Units, any Collateral or any other document referred to or
provided for herein or therein or for any failure by the Company or any other Person (except the
Collateral Agent, the Custodial Agent or Securities Intermediary, as the case may be) to perform
any of its obligations hereunder or thereunder or for the perfection, priority or, except as
expressly required hereby, maintenance of any security interest created hereunder;




          (c) not be required to initiate or conduct any litigation or collection proceedings hereunder
(except pursuant to directions furnished under Section 15.02 hereof, subject to Section 15.08
hereof);




          (d) not be responsible for any action taken or omitted to be taken by it hereunder or under
any other document or instrument referred to or provided for herein or in connection herewith or
therewith, except for its own gross negligence or willful misconduct; and




          (e) not be required to advise any party as to selling or retaining, or taking or refraining
from taking any action with respect to, any securities or other property deposited hereunder.




     Subject to the foregoing, during the term of this Agreement, the Collateral Agent, the
Custodial Agent and the Securities Intermediary shall take all reasonable action in connection with
the safekeeping and preservation of the Collateral hereunder as determined by industry standards.



     No provision of this Agreement shall require the Collateral Agent, the Custodial Agent or the
Securities Intermediary to expend or risk its own funds or otherwise incur any liability in the
performance



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of any of its duties hereunder. In no event shall the Collateral Agent, the Custodial Agent
or the Securities Intermediary be liable for any amount in excess of the Value of the Collateral.



     Section 15.02 Instructions of the Company. The Company shall have the right, by one or more
written instruments executed and delivered to the Collateral Agent, to direct the time, method and
place of conducting any proceeding for the realization of any right or remedy available to the
Collateral Agent, or of exercising any power conferred on the Collateral Agent, or to direct the
taking or refraining from taking of any action authorized by this Agreement; provided, however,
that (i) such direction shall not conflict with the provisions of any law or of this Agreement or
involve the Collateral Agent in personal liability and (ii) the Collateral Agent shall be
indemnified to its satisfaction as provided herein. Nothing contained in this Section 15.02 shall
impair the right of the Collateral Agent in its discretion to take any action or omit to take any
action which it deems proper and which is not inconsistent with such direction. None of the
Collateral Agent, the Custodial Agent or the Securities Intermediary has any obligation or
responsibility to file UCC financing or continuation statements.



     Section 15.03 Reliance by Collateral Agent, Custodial Agent and Securities Intermediary. Each
of the Securities Intermediary, the Custodial Agent and the Collateral Agent shall be entitled to
rely conclusively upon any certification, order, judgment, opinion, notice or other written
communication (including, without limitation, any thereof by e-mail or similar electronic means,
telecopy or facsimile) believed by it in good faith to be genuine and to have been signed or sent
by or on behalf of the proper Person or Persons (without being required to determine the
correctness of any fact stated therein) and consult with and conclusively rely upon advice,
opinions and statements of legal counsel and other experts selected by the Collateral Agent, the
Custodial Agent or the Securities Intermediary, as the case may be. As to any matters not
expressly provided for by this Agreement, the Collateral Agent, the Custodial Agent and the
Securities Intermediary shall in all cases be fully protected in acting, or in refraining from
acting, hereunder in accordance with instructions given by the Company.



     Section 15.04 Certain Rights. (a) Whenever in the administration of the provisions of this
Agreement the Collateral Agent, the Custodial Agent or the Securities Intermediary shall deem it
necessary or desirable that a matter be proved or established prior to taking, or omitting to take,
or suffering any action hereunder, or suffering to exist any state of events, such matter (unless
other evidence in respect thereof be herein specifically prescribed) may, in the absence of bad
faith on the part of the Collateral Agent, the Custodial Agent or the Securities Intermediary, be
deemed to be conclusively proved and established by a certificate signed by one of the Company’s
officers, and delivered to the Collateral Agent, the Custodial Agent or the Securities Intermediary
and such certificate, in the absence of bad faith on the part of the Collateral Agent, the
Custodial Agent or the Securities Intermediary, shall be full warrant to the Collateral Agent, the
Custodial Agent or the Securities Intermediary for any action taken, suffered or omitted by it
under the provisions of this Agreement in reliance thereon.



          (b) The Collateral Agent, the Custodial Agent or the Securities Intermediary shall not be
bound to make any investigation into the facts or matters stated in any resolution, certificate,
statement, instrument, opinion, report, notice, request, consent, entitlement order, approval or
other paper or document (other than any of the foregoing delivered to the Collateral Agent, the
Custodial Agent or the Securities Intermediary, as the case may be, by such Person acting in a
different capacity hereunder).




     Section 15.05 Merger, Conversion, Consolidation or Succession to Business. Any Person or
national association into which the Collateral Agent, the Custodial Agent or the Securities
Intermediary may be merged or converted or with which it may be consolidated, or any Person or
national association resulting from any merger, conversion or consolidation to which the Collateral
Agent, the Custodial Agent or the Securities Intermediary shall be a party, or any Person or
national association succeeding to all or substantially all of the corporate trust business of the
Collateral Agent, the Custodial Agent or the



77









 







Securities Intermediary shall be the successor of the Collateral Agent, the Custodial Agent or
the Securities Intermediary hereunder without the execution or filing of any paper with any party
hereto or any further act on the part of any of the parties hereto except where an instrument of
transfer or assignment is required by law to effect such succession, anything herein to the
contrary notwithstanding.



     Section 15.06 Rights in Other Capacities. The Collateral Agent, the Custodial Agent and the
Securities Intermediary and their affiliates may (without having to account therefor to the
Company) accept deposits from, lend money to, make their investments in and generally engage in any
kind of banking, trust or other business with the Purchase Contract Agent, any other Person
interested herein and any Holder (and any of their respective subsidiaries or affiliates) as if it
were not acting as the Collateral Agent, the Custodial Agent or the Securities Intermediary, as the
case may be, and the Collateral Agent, the Custodial Agent, the Securities Intermediary and their
affiliates may accept fees and other consideration from the Purchase Contract Agent and any Holder
without having to account for the same to the Company; provided that each of the Collateral Agent,
the Custodial Agent and the Securities Intermediary covenants and agrees with the Company that it
shall not accept, receive or permit there to be created in favor of itself and shall take no
affirmative action to permit there to be created in favor of any other Person, any security
interest, lien or other encumbrance of any kind in or upon the Collateral other than the lien
created by the Pledge.



     Section 15.07 Non-reliance on the Collateral Agent, Custodial Agent and Securities
Intermediary. None of the Collateral Agent, the Custodial Agent and the Securities Intermediary
shall be required to keep itself informed as to the performance or observance by the Purchase
Contract Agent or any Holder of this Agreement, the Units or any other document referred to or
provided for herein or therein or to inspect the properties or books of the Purchase Contract Agent
or any Holder. None of the Collateral Agent, the Custodial Agent or the Securities Intermediary
shall have any duty or responsibility to provide the Company with any credit or other information
concerning the affairs, financial condition or business of the Purchase Contract Agent or any
Holder (or any of their respective affiliates) that may come into the possession of the Collateral
Agent, the Custodial Agent or the Securities Intermediary or any of their respective affiliates.



     Section 15.08 Compensation and Indemnity. The Company agrees to:



          (a) pay the Collateral Agent, the Custodial Agent and the Securities Intermediary from time to
time such compensation as shall be agreed in writing between the Company and the Collateral Agent,
the Custodial Agent or the Securities Intermediary, as the case may be, for all services rendered
by them hereunder;




          (b) indemnify and hold harmless the Collateral Agent, the Custodial Agent, the Securities
Intermediary and each of their respective directors, officers, agents and employees (collectively,
the “Pledge Indemnitees”), from and against any and all claims, liabilities, losses, damages,
fines, penalties and expenses (including reasonable fees and expenses of counsel) (collectively,
“Losses” and individually, a “Loss”) that may be imposed on, incurred by, or asserted against, the
Pledge Indemnitees or any of them for following any instructions or other directions upon which any
of the Collateral Agent, the Custodial Agent or the Securities Intermediary is entitled to rely
pursuant to the terms of this Agreement; and




          (c) in addition to and not in limitation of paragraph (b) of this Section 15.08, indemnify and
hold the Pledge Indemnitees and each of them harmless from and against any and all Losses that may
be imposed on, incurred by or asserted against, the Pledge Indemnitees or any of them in connection
with or arising out of the Collateral Agent’s, the Custodial Agent’s or the Securities
Intermediary’s acceptance or performance of its powers and duties under this Agreement, provided
the



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Collateral Agent, the Custodial Agent or the Securities Intermediary has not acted with gross
negligence or engaged in willful misconduct or bad faith with respect to the specific Loss against
which indemnification is sought, including the Pledge Indemnitee’s reasonable costs and expenses of
defending themselves against any claim (whether asserted by the Company, a Holder or any other
Person) or liability in connection with the exercise or performance of any of the Collateral
Agent’s, the Custodial Agent’s or Securities Intermediary’s powers or duties hereunder or
thereunder or of enforcing the provisions of this Section and Section 15.14.




     Without prejudice to its rights hereunder, when any of the Collateral Agent or Securities
Intermediary incurs expenses after a Termination Event occurs, or renders services after a
Termination Event occurs, such expenses and compensation are intended to constitute expenses of
administration under the Bankruptcy Code or any applicable state bankruptcy, insolvency or other
similar law.



     The provisions of this Section and Section 15.14 shall survive the resignation or removal of
the Collateral Agent, the Custodial Agent or the Securities Intermediary and the termination of
this Agreement.



     Section 15.09 Failure to Act. In the event that, in the good faith belief of the Collateral
Agent, the Custodial Agent or the Securities Intermediary, an ambiguity in the provisions of this
Agreement arises or any actual dispute between or conflicting claims by or among the parties hereto
or any other Person with respect to any funds or property deposited hereunder has been asserted in
writing, then at its sole option, each of the Collateral Agent, the Custodial Agent and the
Securities Intermediary shall be entitled, after prompt notice to the Company and the Purchase
Contract Agent, to refuse to comply with any and all claims, demands or instructions with respect
to such property or funds so long as such dispute or conflict shall continue, and the Collateral
Agent, the Custodial Agent and the Securities Intermediary, as the case may be, shall not be or
become liable in any way to any of the parties hereto for its failure or refusal to comply with
such conflicting claims, demands or instructions. The Collateral Agent, the Custodial Agent and
the Securities Intermediary shall be entitled to refuse to act until either:



          (a) such conflicting or adverse claims or demands shall have been finally determined by a
court of competent jurisdiction or settled by agreement between the conflicting parties as
evidenced in a writing satisfactory to the Collateral Agent, the Custodial Agent or the Securities
Intermediary; or




          (b) the Collateral Agent, the Custodial Agent or the Securities Intermediary shall have
received security or an indemnity satisfactory to it sufficient to hold it harmless from and
against any and all loss, liability or reasonable out-of-pocket expense which it may incur by
reason of its acting.




     The Collateral Agent, the Custodial Agent and the Securities Intermediary may in addition
elect to commence an interpleader action or seek other judicial relief or orders as the Collateral
Agent, the Custodial Agent or the Securities Intermediary may deem necessary. Notwithstanding
anything contained herein to the contrary, none of the Collateral Agent, the Custodial Agent or the
Securities Intermediary shall be required to take any action that is in its opinion contrary to law
or to the terms of this Agreement, or which would in its opinion subject it or any of its officers,
employees or directors to personal liability.



     Section 15.10 Resignation of Collateral Agent, the Custodial Agent and the Securities
Intermediary. (a) Subject to the appointment and acceptance of a successor Collateral Agent,
Custodial Agent or Securities Intermediary as provided below:




          (i) the Collateral Agent, the Custodial Agent or the Securities Intermediary may resign
at any time by giving notice thereof to the Company and the Purchase Contract Agent as
attorney-in-fact for the Holders;



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          (ii) the Collateral Agent, the Custodial Agent or the Securities Intermediary may be
removed at any time by the Company; and




          (iii) if the Collateral Agent, the Custodial Agent or the Securities Intermediary fails
to perform any of its material obligations hereunder in any material respect for a period of
not less than 20 days after receiving written notice of such failure by the Purchase
Contract Agent and such failure shall be continuing, the Collateral Agent, the Custodial
Agent and the Securities Intermediary may be removed by the Purchase Contract Agent, acting
at the direction of Holders of a majority of the Units.



     The Purchase Contract Agent shall promptly notify the Company upon the transmission of notice
as contemplated by clause (iii) of Section 15.10(a) and any removal of the Collateral Agent, the
Custodial Agent or the Securities Intermediary pursuant to clause (iii) of this Section 15.10(a).
Upon any such resignation or removal under this Section 15.10(a), the Company shall have the right
to appoint a successor Collateral Agent, Custodial Agent or Securities Intermediary, as the case
may be, which shall not be an Affiliate of the Purchase Contract Agent. If no successor Collateral
Agent, Custodial Agent or Securities Intermediary shall have been so appointed and shall have
accepted such appointment within 45 days after the retiring Collateral Agent’s, Custodial Agent’s
or Securities Intermediary’s giving of notice of resignation or the Company’s or the Purchase
Contract Agent’s giving notice of such removal, then the retiring or removed Collateral Agent,
Custodial Agent or Securities Intermediary may petition any court of competent jurisdiction, at the
expense of the Company, for the appointment of a successor Collateral Agent, Custodial Agent or
Securities Intermediary. The Collateral Agent, the Custodial Agent and the Securities Intermediary
shall each be a bank or a national banking association which has an office (or an agency office) in
New York City with a combined capital and surplus of at least $50,000,000. Upon the acceptance of
any appointment as Collateral Agent, Custodial Agent or Securities Intermediary hereunder by a
successor Collateral Agent, Custodial Agent or Securities Intermediary, as the case may be, such
successor Collateral Agent, Custodial Agent or Securities Intermediary, as the case may be, shall
thereupon succeed to and become vested with all the rights, powers, privileges and duties of the
retiring Collateral Agent, Custodial Agent or Securities Intermediary, as the case may be, and the
retiring Collateral Agent, Custodial Agent or Securities Intermediary, as the case may be, shall
take all appropriate action, subject to payment of any amounts then due and payable to it
hereunder, to transfer any money and property held by it hereunder (including the Collateral) to
such successor. The retiring Collateral Agent, Custodial Agent or Securities Intermediary shall,
upon such succession, be discharged from its duties and obligations as Collateral Agent, Custodial
Agent or Securities Intermediary hereunder. After any retiring Collateral Agent’s, Custodial
Agent’s or Securities Intermediary’s resignation hereunder as Collateral Agent, Custodial Agent or
Securities Intermediary, the provisions of this Article 15 shall continue in effect for its benefit
in respect of any actions taken or omitted to be taken by it while it was acting as the Collateral
Agent, the Custodial Agent or the Securities Intermediary. Any resignation or removal of the
Collateral Agent, the Custodial Agent or the Securities Intermediary hereunder, at a time when such
Person is also acting as the Collateral Agent, the Custodial Agent or the Securities Intermediary,
as the case may be, shall be deemed for all purposes of this Agreement as the simultaneous
resignation or removal of the Collateral Agent, the Securities Intermediary or the Custodial Agent,
as the case may be.



          (b) If U.S. Bank National Association is serving as the Collateral Agent hereunder and also as
the Purchase Contract Agent hereunder at any time that an Event of Default (as defined in the
Indenture) or a collateral event of default is continuing hereunder, U.S. Bank National Association
will resign as the Collateral Agent, Custodial Agent and the Securities Intermediary effective as
of the appointment of one or more successors in accordance with this Article 15, but continue to
act as the Purchase Contract Agent. A successor Collateral Agent, Custodial Agent and Securities
Intermediary will be appointed in accordance with the terms of this Article 15.




80









 








     Section 15.11 Right to Appoint Agent or Advisor. The Collateral Agent shall have the right to
appoint agents or advisors in connection with any of its duties hereunder, and the Collateral Agent
shall not be liable for any action taken or omitted by, or in reliance upon the advice of, such
agents or advisors selected in good faith. The appointment of agents pursuant to this Section
15.11 shall be subject to prior written consent of the Company, which consent shall not be
unreasonably withheld.



     Section 15.12 Survival. The provisions of this Article 15 shall survive termination of this
Agreement and the resignation or removal of the Collateral Agent, the Custodial Agent or the
Securities Intermediary.



     Section 15.13 Exculpation. Anything contained in this Agreement to the contrary
notwithstanding, in no event shall the Collateral Agent, the Custodial Agent or the Securities
Intermediary or their officers, directors, employees or agents be liable under this Agreement for
indirect, special, punitive, or consequential loss or damage of any kind whatsoever, including, but
not limited to, lost profits, whether or not the likelihood of such loss or damage was known to the
Collateral Agent, the Custodial Agent or the Securities Intermediary, or any of them and regardless
of the form of action.



     Section 15.14 Expenses, Etc. The Company agrees to reimburse the Collateral Agent, the
Custodial Agent and the Securities Intermediary for:



          (a) all reasonable costs, fees and expenses of the Collateral Agent, the Custodial Agent and
the Securities Intermediary (including, without limitation, the reasonable fees and expenses of
counsel to the Collateral Agent, the Custodial Agent and the Securities Intermediary), in
connection with (i) the negotiation, preparation, execution and delivery or performance of this
Agreement (excluding taxes on or measured by income) and (ii) any modification, supplement or
waiver of any of the terms of this Agreement;




          (b) all reasonable costs, fees and expenses of the Collateral Agent, the Custodial Agent and
the Securities Intermediary (including, without limitation, reasonable fees and expenses of
counsel) in connection with (i) any enforcement or proceedings resulting or incurred in connection
with causing any Holder to satisfy its obligations under the Purchase Contracts forming a part of
the Units and (ii) the enforcement of this Section 15.14;




          (c) all transfer, stamp, documentary or other similar taxes, assessments or charges levied by
any governmental or revenue authority in respect of this Agreement or any other document referred
to herein and all costs, expenses, taxes, assessments and other charges incurred in connection with
any filing, registration, recording or perfection of any security interest contemplated hereby;




          (d) all reasonable fees and expenses of any agent or advisor appointed by the Collateral Agent
and consented to by the Company under Section 15.11 of this Agreement; and




          (e) any other out-of-pocket costs and expenses (excluding taxes on or measured by income)
reasonably incurred by the Collateral Agent, the Custodial Agent and the Securities Intermediary in
connection with the performance of their duties hereunder.




     Section 15.15 Force Majeure. In no event shall any of the Collateral Agent, Custodial Agent
and Securities Intermediary be responsible or liable for any failure or delay in the performance of
its obligations under this Agreement arising out of or caused directly or indirectly, by
circumstances beyond its control, including, without limitation, acts of God; earthquake; fires;
floods; wars; civil or military disturbances; terrorist acts; sabotage; epidemics; riots;
interruptions, loss or malfunctions of utilities; or acts of civil or military authority or
governmental actions; it being understood that the Collateral Agent,



81









 







Custodial Agent and Securities Intermediary shall use reasonable efforts which are consistent
with accepted practices in the banking industry to resume performance as soon as practicable under
such circumstances.



ARTICLE 16




MISCELLANEOUS




     Section 16.01 Security Interest Absolute. All rights of the Collateral Agent and security
interests hereunder, and all obligations of the Holders from time to time hereunder pursuant to the
Pledge, shall be absolute and unconditional irrespective of:



          (a) any lack of validity or enforceability of any provision of the Purchase Contracts or the
Units or any other agreement or instrument relating thereto;




          (b) any change in the time, manner or place of payment of, or any other term of, or any
increase in the amount of, all or any of the obligations of Holders of the Units under the related
Purchase Contracts, or any other amendment or waiver of any term of, or any consent to any
departure from any requirement of, the Purchase Contract Agreement or any Purchase Contract or any
other agreement or instrument relating thereto; or




          (c) any other circumstance which might otherwise constitute a defense available to, or
discharge of, a borrower, a guarantor or a pledgor.




     Section 16.02 Notice of Termination Event. Upon the occurrence of a Termination Event, the
Company shall deliver written notice to the Purchase Contract Agent, the Collateral Agent and the
Securities Intermediary. Upon the written request of the Collateral Agent or the Securities
Intermediary, the Company shall inform such party whether or not a Termination Event has occurred.



[SIGNATURES ON THE FOLLOWING PAGE]




82









 








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





	 	 	 
	JOHNSON CONTROLS, INC.

 
	By:  	/s/ R. Bruce McDonald
 
	 	Name:  	R. Bruce McDonald 
	 	Title:  	Executive Vice President and Chief
Financial Officer 

	 
	By:  	/s/ Frank A. Voltolina
 
	 	Name:  	Frank A. Voltolina 
	 	Title:  	Vice President and Corporate
Treasurer 




Address for Notices:




Mailbox X-40

5757 North Green Bay Avenue

Post Office Box 591

Milwaukee, Wisconsin 53201-0591

Telecopier No.: (414) 524-2443

Attention: Treasurer




With a copy to:




Johnson Controls, Inc.

Mailbox X-32

5757 North Green Bay Avenue

Post Office Box 591

Milwaukee, Wisconsin 53201-0591

Telecopier No.: (414) 524-2077

Attention: General Counsel







	 	 	 	 
	U.S. BANK NATIONAL ASSOCIATION,

as Purchase Contract Agent and as attorney-in-fact of the Holders from time to time of the Units

 	 
	By:  	/s/ Patrick J. Crowley
 	 
	 	Name:  	Patrick J. Crowley 	 
	 	Title:  	Vice President 	 




Address
for Notices:

U.S. Bank National Association

100 Wall Street

New York, New York 10005

Tel: (212) 361-2505

Fax: (212) 809-4993

Attention: Patrick J. Crowley, Vice President




	 	 	 	 
	U.S. BANK NATIONAL ASSOCIATION,

as Collateral Agent, Custodial Agent and

Securities Intermediary

 	 
	By:  	/s/ Patrick J. Crowley
 	 
	 	Name:  	Patrick J. Crowley 	 
	 	Title:  	Vice President 	 




Address for Notices:




U.S. Bank National Association

100 Wall Street

New York, New York 10005

Tel: (212) 361-2505

Fax: (212) 809-4993

Attention: Patrick J. Crowley, Vice President






















 






EXHIBIT A




(FORM OF FACE OF CORPORATE UNITS CERTIFICATE)




     [For inclusion in Global Certificates only — THIS CERTIFICATE IS A GLOBAL CERTIFICATE WITHIN
THE MEANING OF THE PURCHASE CONTRACT AND PLEDGE AGREEMENT HEREINAFTER REFERRED TO AND IS REGISTERED
IN THE NAME OF CEDE & CO., AS NOMINEE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (THE
“DEPOSITARY”), THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY. THIS CERTIFICATE IS
EXCHANGEABLE FOR CERTIFICATES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS
NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE PURCHASE CONTRACT AND PLEDGE AGREEMENT
AND NO TRANSFER OF THIS CERTIFICATE (OTHER THAN A TRANSFER OF THIS CERTIFICATE AS A WHOLE BY THE
DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR
ANOTHER NOMINEE OF THE DEPOSITARY) MAY BE REGISTERED EXCEPT IN LIMITED CIRCUMSTANCES.



     UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY 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 DEPOSITARY
(AND ANY PAYMENT HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN
INTEREST HEREIN.]



			
	 	 	 
	No. 1

Number of Corporate Units:
	 	CUSIP No. 478366 602

ISIN No. US4783666021






JOHNSON CONTROLS, INC.

Corporate Units




     This Corporate Units Certificate certifies that            is the registered Holder of the
number of Corporate Units set forth above [For inclusion in Global Certificates only — or such
other number of Corporate Units reflected in the Schedule of Increases or Decreases in Global
Certificate attached hereto, which number shall not exceed [ ]]. Each Corporate Unit consists of
(i) either (a) an Applicable Ownership Interest in Notes, subject to the Pledge thereof by such
Holder pursuant to the Purchase Contract and Pledge Agreement, or (b) upon the occurrence of a
Successful Early Remarketing prior to the Purchase Contract Settlement Date, the Applicable
Ownership Interest in the Treasury Portfolio, subject to the pledge of the Applicable Ownership
Interest in the Treasury Portfolio (as specified in clause (i) of the definition of such term) by
such Holder pursuant to the Purchase Contract and Pledge Agreement, and (ii) the rights and
obligations of the Holder under one Purchase Contract with the Company.



     All capitalized terms used herein that are defined in the Purchase Contract and Pledge
Agreement (as defined on the reverse hereof) have the meaning set forth therein.



     Pursuant to the Purchase Contract and Pledge Agreement, the Applicable Ownership Interest in
Notes or the Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (i) of
the definition of such term), as the case may be, constituting part of each Corporate Unit
evidenced hereby



A-1









 







have been pledged to the Collateral Agent, for the benefit of the Company, to secure the
obligations of the Holder under the Purchase Contract comprising part of such Corporate Unit.



     All payments of the principal amount with respect to the Notes underlying the Pledged
Applicable Ownership Interests in Notes or all payments with respect to the Applicable Ownership
Interests in the Treasury Portfolio (as specified in clause (i) of the definition of such term), as
the case may be, or payments of interest on the Pledged Applicable Ownership Interests in Notes or
distributions with respect to the Applicable Ownership Interests in the Treasury Portfolio (as
specified in clause (ii) of the definition of such term), as the case may be, constituting part of
the Corporate Units shall be paid on the dates and in the manner set forth in the Purchase Contract
and Pledge Agreement. Interest on the Notes underlying the Applicable Ownership Interests in Notes
and distributions on the Applicable Ownership Interests in the Treasury Portfolio (as specified in
clause (ii) of the definition of such term), as the case may be, forming part of the Corporate
Units evidenced hereby, which are payable on each Payment Date, shall, subject to receipt thereof
by the Purchase Contract Agent, be paid to the Person in whose name this Corporate Units
Certificate (or a Predecessor Corporate Units Certificate) is registered at the close of business
on the Record Date for such Payment Date.



     Each Purchase Contract evidenced hereby obligates the Holder of this Corporate Units
Certificate to purchase, and the Company to sell, on the Purchase Contract Settlement Date, at a
Purchase Price equal to the Stated Amount, a number of newly issued shares of Common Stock of the
Company, equal to the Settlement Rate, unless on or prior to the Purchase Contract Settlement Date
there shall have occurred a Termination Event, an Early Settlement or a Fundamental Change Early
Settlement with respect to such Purchase Contract, all as provided in the Purchase Contract and
Pledge Agreement. The Purchase Price for the shares of Common Stock purchased pursuant to each
Purchase Contract evidenced hereby, if not paid earlier, shall be paid on the Purchase Contract
Settlement Date by application of payment received in the Remarketing of the Notes underlying the
Pledged Applicable Ownership Interests in Notes equal to the principal amount thereof or the
proceeds of the Pledged Applicable Ownership Interests in the Treasury Portfolio (as specified in
clause (i) of the definition of such term), as the case may be, pledged to secure the obligations
under such Purchase Contract of the Holder of the Corporate Units of which such Purchase Contract
is a part.



     Distributions on the Applicable Ownership Interests in Notes and distributions on the
Applicable Ownership Interests in the Treasury Portfolio (as specified in clause (ii) of the
definition of such term) will be payable at the Corporate Trust Office of the Purchase Contract
Agent, except that all payments with respect to Global Certificates will be made by wire transfer
of immediately available funds to the Depositary.



     Each Purchase Contract evidenced hereby obligates the holder to agree, for U.S. federal income
tax purposes (i) to treat each beneficial owner of a Corporate Unit as the owner of the applicable
interests in the Collateral Account, including the Notes underlying the Applicable Ownership
Interests in Notes, the Applicable Ownership Interests in the Treasury Portfolio or the Treasury
Securities, as applicable, (ii) not to treat the Notes as contingent payment debt instruments, and
(iii) to allocate all of a holder’s purchase price for a Corporate Unit between the Applicable
Ownership Interests in Notes and the Purchase Contract so that each holder’s initial tax basis in
each Purchase Contract will be $0.00 and each holder’s initial tax basis in each Applicable
Ownership Interest in Notes will be $50.00.



     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.



A-2









 





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



A-3









 





     IN WITNESS WHEREOF, the Company and the Holder specified above have caused this instrument to
be duly executed.



	 	 	 	 	 
	 	JOHNSON CONTROLS, INC.

 	 
	 	By:  	 	 
	 	 	Name:  	R. Bruce McDonald 	 
	 	 	Title:  	Executive Vice President and
Chief Financial Officer 	 
	 	 	 
	 	By:  	
 	 
	 	 	Name:  	Jerome D. Okarma 	 
	 	 	Title:  	Vice President, Secretary and General Counsel 	 
	 
	 	 	 
	 	HOLDER SPECIFIED ABOVE (as to obligations of such

Holder under the Purchase Contracts)

 	 
	 	By:  	U.S. BANK NATIONAL ASSOCIATION, not
 	 
	 	 	individually but solely as attorney-in-fact of such Holder 	 
	 	 	 	 
	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



CERTIFICATE OF AUTHENTICATION

OF PURCHASE CONTRACT AGENT



This is one of the Corporate Units Certificates referred to in the within mentioned Purchase
Contract and Pledge Agreement.




	 	 	 	 	 
	 	U.S. BANK NATIONAL ASSOCIATION,

as Purchase Contract Agent

 	 
	 	By:  	 	 
	 	 	Authorized Officer 	 
	 	 	 	 
	 


Dated: March      , 2009




A-4









 








(REVERSE OF CORPORATE UNITS CERTIFICATE)





     Each Purchase Contract evidenced hereby is governed by a Purchase Contract and Pledge
Agreement, dated as of March 16, 2009 (as may be supplemented from time to time, the “Purchase
Contract and Pledge Agreement”), between the Company and U.S. Bank National Association, as
Collateral Agent, as Custodial Agent, as Securities Intermediary, as Purchase Contract Agent and as
attorney-in-fact for the holders of Corporate Units and Treasury Units from time to time, to which
Purchase Contract and Pledge 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 Purchase Contract Agent, the Company, and the Holders and of the terms
upon which the Corporate Units Certificates are, and are to be, executed and delivered.



     Each Purchase Contract evidenced hereby obligates the Holder of this Corporate Units
Certificate to purchase, and the Company to sell, on the Purchase Contract Settlement Date at a
price equal to the Stated Amount, a number of shares of Common Stock equal to the Settlement Rate,
unless an Early Settlement, a Fundamental Change Early Settlement or a Termination Event with
respect to the Units of which such Purchase Contract is a part shall have occurred. The Settlement
Rate is subject to adjustment as described in the Purchase Contract and Pledge Agreement.



     No fractional shares of Common Stock will be issued upon settlement of Purchase Contracts, as
provided in Section 5.09 of the Purchase Contract and Pledge Agreement.



     Each Purchase Contract evidenced hereby that is settled through Early Settlement or
Fundamental Change Early Settlement shall obligate the Holder of the related Corporate Units to
purchase at the Purchase Price, and the Company to sell, a number of newly issued shares of Common
Stock equal to the Minimum Settlement Rate (in the case of an Early Settlement) or applicable
Fundamental Change Early Settlement Rate (in the case of a Fundamental Change Early Settlement).



     In accordance with the terms of the Purchase Contract and Pledge Agreement, unless a
Termination Event shall have occurred, the Holder of this Corporate Units Certificate shall pay the
Purchase Price for the shares of Common Stock purchased pursuant to each Purchase Contract
evidenced hereby by effecting a Cash Settlement, an Early Settlement or, if applicable, a
Fundamental Change Early Settlement or from the proceeds of the Applicable Ownership Interests in
the Treasury Portfolio (as specified in clause (i) of the definition of such term) or a Final
Remarketing of the Notes underlying the Pledged Applicable Ownership Interests in Notes. A Holder
of Corporate Units who (1) does not, on or prior to 4:00 p.m. (New York City time) on the first
Business Day immediately preceding the first day of the Final Remarketing Period make an effective
Cash Settlement in the manner provided in the Purchase Contract and Pledge Agreement or (2) on or
prior to 4:00 p.m. (New York City time) on the second Business Day immediately preceding the first
day of the Final Remarketing Period (in the case of Corporate Units, unless a Successful Early
Remarketing has occurred) or the second Business Day immediately preceding the Purchase Contract
Settlement Date (in the case of Corporate Units after the occurrence of a Successful Early
Remarketing), does not make an effective Early Settlement, shall pay the Purchase Price for the
shares of Common Stock to be delivered under the related Purchase Contract from the proceeds of the
sale of the Notes underlying the Pledged Applicable Ownership Interests in Notes held by the
Collateral Agent in the Remarketing unless the Holder has previously made a Fundamental Change
Early Settlement. If the Treasury Portfolio has replaced the Notes as a component of Corporate
Units, a Holder of Corporate Units shall pay the Purchase Price for the shares of Common Stock to
be delivered under the related Purchase Contract from the proceeds at maturity of the Applicable
Ownership Interests in the Treasury Portfolio (as specified in clause (i) of the definition of such
term).



A-5









 





     As provided in the Purchase Contract and Pledge Agreement, upon the occurrence of a Failed
Final Remarketing, as of the Purchase Contract Settlement Date, each Holder of any Pledged
Applicable Interests in Notes, unless such Holder has elected Cash Settlement and delivered cash in
accordance with Section 5.03(a) of the Purchase Contract and Pledge Agreement, shall be deemed to
have exercised such Holder’s Put Right with respect to the Notes underlying such Applicable
Ownership Interests in Notes and to have elected to have the Proceeds of the Put Right set-off
against such Holder’s obligation to pay the aggregate Purchase Price for the shares of Common Stock
to be issued under the related Purchase Contracts in full satisfaction of such Holders’ obligations
under such Purchase Contracts.



     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 it shall have received
payment of the aggregate Purchase Price for the shares of Common Stock to be purchased thereunder
in the manner set forth in the Purchase Contract and Pledge Agreement.



     The Purchase Contracts and all obligations and rights of the Company and the Holders
thereunder shall immediately and automatically terminate, without the necessity of any notice or
action by any Holder, the Purchase Contract Agent or the Company, if, on or prior to the Purchase
Contract Settlement Date, a Termination Event shall have occurred. Upon the occurrence of a
Termination Event, the Company shall give written notice to the Purchase Contract Agent and to the
Holders, at their addresses as they appear in the Security Register. Upon and after the occurrence
of a Termination Event, the Collateral Agent shall release the Notes underlying the Pledged
Applicable Ownership Interests in Notes or the Applicable Ownership Interests in the Treasury
Portfolio (as specified in clause (i) of the definition of such term) forming a part of each
Corporate Unit from the Pledge. A Corporate Unit shall thereafter represent the right to receive
the Note underlying the Applicable Ownership Interest in the Notes or the Applicable Ownership
Interests in the Treasury Portfolio forming a part of such Corporate Units in accordance with the
terms of the Purchase Contract and Pledge Agreement.



     Under the terms of the Purchase Contract and Pledge Agreement, the Purchase Contract Agent
will be entitled to exercise the voting and any other consensual rights pertaining to the Notes
underlying the Pledged Applicable Ownership Interests in Notes, but only to the extent instructed
in writing by the Holders. Upon receipt of notice of any meeting at which holders of Notes are
entitled to vote or upon any solicitation of consents, waivers or proxies of holders of Notes, the
Purchase Contract Agent shall, as soon as practicable thereafter, mail, first class, postage
pre-paid, to the Corporate Units Holders the notice required by the Purchase Contract and Pledge
Agreement.



     Upon the occurrence of a Successful Early Remarketing and receipt in the Collateral Account of
the proceeds thereof, the Collateral Agent shall cause the Securities Intermediary to apply an
amount equal to the Treasury Portfolio Purchase Price to purchase, on behalf of the Holders of
Corporate Units, the Treasury Portfolio.



     Following the occurrence of a Successful Early Remarketing, the Collateral Agent shall have
such security interest rights with respect to the Applicable Ownership Interests in the Treasury
Portfolio (as specified in clause (i) of the definition of such term) as the Collateral Agent had
in respect of Applicable Ownership Interests in Notes and the underlying Notes, as provided in the
Purchase Contract and Pledge Agreement and any reference herein to the Notes or Applicable
Ownership Interests in Notes shall be deemed to be a reference to the Treasury Portfolio or the
Applicable Ownership Interests in the Treasury Portfolio, as the case may be.



     The Corporate Units Certificates are issuable only in registered form and only in
denominations of a single Corporate Unit and any integral multiple thereof. The transfer of any
Corporate Units Certificate will be registered and Corporate Units Certificates may be exchanged as
provided in the



A-6









 







Purchase Contract and Pledge Agreement. A Holder who elects to substitute a Treasury Security
for the Notes underlying the Applicable Ownership Interests in Notes or Applicable Ownership
Interests in the Treasury Portfolio, as the case may be, thereby creating Treasury Units, shall be
responsible for any fees or expenses payable in connection therewith. Except as provided in the
Purchase Contract and Pledge Agreement, such Corporate Unit shall not be separable into its
constituent parts, and the rights and obligations of the Holder of such Corporate Unit in respect
of the Applicable Ownership Interest in Notes, or Applicable Ownership Interest in the Treasury
Portfolio, as the case may be, and Purchase Contract constituting such Corporate Units may be
transferred and exchanged only as a Corporate Unit.



     Subject to, and in compliance with, the conditions and terms set forth in the Purchase
Contract and Pledge Agreement, the Holder of Corporate Units may effect a Collateral Substitution.
From and after such Collateral Substitution, each Unit for which Pledged Treasury Securities secure
the Holder’s obligation under the Purchase Contract shall be referred to as a “Treasury Unit”. A
Holder may make such Collateral Substitution only in integral multiples of 20 Corporate Units for
20 Treasury Units. No Collateral Substitution is permitted following a Successful Early
Remarketing.



     Subject to and upon compliance with the provisions of the Purchase Contract and Pledge
Agreement, at the option of the Holder thereof, Purchase Contracts underlying Units may be settled
early by effecting an Early Settlement as provided in the Purchase Contract and Pledge Agreement in
integral multiples of 20 Corporate Units, or if Applicable Ownership Interests in the Treasury
Portfolio have replaced the Applicable Ownership Interests in Notes as a component of the Corporate
Units, in integral multiples of 16,000 Corporate Units.



     Upon Early Settlement of Purchase Contracts by a Holder of the related Units, the Notes
underlying the Pledged Applicable Ownership Interests in Notes or the Applicable Ownership
Interests in the Treasury Portfolio (as specified in clause (i) of the definition of such term)
underlying such Units shall be released from the Pledge as provided in the Purchase Contract and
Pledge Agreement and the Holder shall be entitled to receive a number of shares of Common Stock on
account of each Purchase Contract forming part of a Corporate Unit as to which Early Settlement is
effected equal to the Minimum Settlement Rate.



     Upon the occurrence of a Fundamental Change, a Holder of Corporate Units may effect
Fundamental Change Early Settlement of the Purchase Contracts underlying such Corporate Units
pursuant to the terms of the Purchase Contract and Pledge Agreement in integral multiples of 20
Corporate Units, or if the Applicable Ownership Interests in the Treasury Portfolio have replaced
the Applicable Ownership Interests in Notes as a component of the Corporate Units, in integral
multiples of 16,000 Corporate Units. Upon Fundamental Change Early Settlement of Purchase
Contracts by a Holder of the related Corporate Units, the Notes underlying the Pledged Applicable
Ownership Interests in Notes or the Applicable Ownership Interests in the Treasury Portfolio (as
specified in clause (i) of the definition of such term) underlying such Corporate Units shall be
released from the Pledge as provided in the Purchase Contract and Pledge Agreement and the Holder
shall be entitled to receive a number of shares of Common Stock on account of each Purchase
Contract forming part of a Corporate Unit as to which Fundamental Change Early Settlement is
effected equal to the applicable Settlement Rate.



     Upon registration of transfer of this Corporate 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 Purchase Contract Agent pursuant to the Purchase Contract and Pledge Agreement),
under the terms of the Purchase Contract and Pledge Agreement and the Purchase Contracts evidenced
hereby and the transferor shall be released from the obligations under the Purchase Contracts
evidenced by this Corporate Units Certificate. 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.



A-7









 





     The Holder of this Corporate Units Certificate, by its acceptance hereof, authorizes the
Purchase Contract Agent to enter into and perform the related Purchase Contracts forming part of
the Corporate Units evidenced hereby on its behalf as its attorney-in-fact, expressly withholds any
consent to the assumption (i.e., affirmance) of the Purchase Contracts by the Company or its
trustee in the event that the Company becomes the subject of a case under the Bankruptcy Code,
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 and
Pledge Agreement, authorizes the Purchase Contract Agent to enter into and perform the Purchase
Contract and Pledge Agreement on its behalf as its attorney-in-fact, and consents to the Pledge of
the Applicable Ownership Interests in Notes and the underlying Notes or the Applicable Ownership
Interests in the Treasury Portfolio (as specified in clause (i) of the definition of such term), as
the case may be, underlying this Corporate Units Certificate pursuant to the Purchase Contract and
Pledge Agreement. The Holder further covenants and agrees that, to the extent and in the manner
provided in the Purchase Contract and Pledge Agreement, but subject to the terms thereof, any
payments with respect the Notes underlying the Pledged Applicable Ownership Interests in Notes
(other than interest payments thereon) or the Proceeds of the Applicable Ownership Interests in the
Treasury Portfolio (as specified in clause (i) of the definition of such term), as the case may be,
on the Purchase Contract Settlement Date equal to the aggregate Purchase Price for the related
Purchase Contracts shall be paid by the Collateral Agent to the Company in satisfaction of such
Holder’s obligations under the related Purchase Contracts and such Holder shall acquire no right,
title or interest in such payments.



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



     The Purchase Contracts shall be governed by, and construed in accordance with, the laws of the
State of New York, applicable to agreements made and to be performed wholly within such state.



     The Purchase Contracts shall not, prior to the settlement thereof, entitle the Holder to any
of the rights of a holder of shares of Common Stock.



     Prior to due presentment of this Certificate for registration of transfer, the Company, the
Purchase Contract Agent and its Affiliates and any agent of the Company or the Purchase Contract
Agent may treat the Person in whose name this Corporate Units Certificate is registered as the
owner of the Corporate Units evidenced hereby for the purpose of receiving payments of interest
payable on the Notes underlying the Applicable Ownership Interests in Notes, performance of the
Purchase Contracts and for all other purposes whatsoever, whether or not any payments in respect
thereof be overdue and notwithstanding any notice to the contrary, and neither the Company, the
Purchase Contract Agent nor any such agent shall be affected by notice to the contrary.



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




A-8











 





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	 	 	 	 
	 

	 	 
	 	 	 	 	 	 
	 

	 	(cust)
	 	 
	 	(minor)	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	Under Uniform Gifts to Minors Act of	 	 
	 
	 	 	 	 	 	 	 	 
	TENANT:	 	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.



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 Corporate Units Certificates and all rights thereunder, hereby irrevocably constituting
and appointing attorney                     , to transfer said Corporate Units Certificates on the books of
Johnson Controls, Inc., 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 Corporate Units Certificates in every
particular, without alteration or enlargement or any
change whatsoever.
	 
	 	 
	               Signature Guarantee:                                                       
                                                                  






A-9









 






	 	 	 	 	 	 	 	 	 
	Dated:	 	                                        	 	 	 	REGISTERED HOLDER
	 
	 	 	 	 	 	 	 	 
	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:	 	 	 	Please print name and address of Register Holder:
 
                                                                                
	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Name

	 	 	 	 	 	Name	 	 
	 

	 	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Address

	 	 	 	 	 	Address	 	 
	 

	 	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Social Security or other Taxpayer 

Identification Number, if any	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Signature

	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Signature Guarantee:

	 	 	 	 	 	 






A-10









 






SETTLEMENT INSTRUCTIONS




     The undersigned Holder directs that a certificate for shares of Common Stock deliverable upon
settlement on or after the Purchase Contract Settlement Date of the Purchase Contracts underlying
the number of Corporate Units evidenced by this Corporate Units Certificate 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.



	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	(if assigned to another person)
	 
	 	 	 	 	 	 	 	 
	Dated:	 	                                        	 	 	 	REGISTERED HOLDER
	 
	 	 	 	 	 	 	 	 
	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:	 	 	 	Please print name and address of Register Holder:
 

	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Name:

	 	 	 	 	 	Name:	 	 
	 

	 	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Address:

	 	 	 	 	 	Address:	 	 
	 

	 	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	Social Security or other Taxpayer 

Identification Number, if any	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Signature

	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Signature Guarantee:

	 	 	 	 	 	 






A-11









 






ELECTION TO SETTLE EARLY/FUNDAMENTAL CHANGE EARLY SETTLEMENT




     The undersigned Holder of this Corporate Units Certificate hereby irrevocably exercises the
option to effect [Early Settlement] [Fundamental Change Early Settlement] in accordance with the
terms of the Purchase Contract and Pledge Agreement with respect to the Purchase Contracts
underlying the number of Corporate Units evidenced by this Corporate Units Certificate specified
below. The option to effect [Early Settlement] [Fundamental Change Early Settlement] may be
exercised only with respect to Purchase Contracts underlying Corporate Units in multiples of 20
Corporate Units or an integral multiple thereof; provided that if Applicable Ownership Interests in
the Treasury Portfolio have replaced Applicable Ownership Interests in the Notes as a component of
the Corporate Units, Corporate Units Holders may only effect [Early Settlement] [Fundamental Change
Early Settlement] in multiples of 16,000 Corporate Units. The undersigned Holder directs that a
certificate for shares of Common Stock or other securities deliverable upon such [Early Settlement]
[Fundamental Change Early Settlement] be registered in the name of, and delivered, together with a
check in payment for any fractional share and any Corporate Units Certificate representing any
Corporate Units evidenced hereby as to which [Early Settlement] [Fundamental Change 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. Notes underlying
Pledged Applicable Ownership Interests in Notes or the Applicable Ownership Interests in the
Treasury Portfolio, as the case may be, deliverable upon such [Early Settlement] [Fundamental
Change 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:                                                                           
      



A-12









 







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



	 	 	 	 	 	 	 	 	 
	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 Register Holder:
	 
	 	 	 	 	 	 	 	 
	Name:

	 	 	 	 	 	Name:	 	 
	 

	 	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Address:

	 	 	 	 	 	Address:	 	 
	 

	 	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	Social Security or other Taxpayer 

Identification Number, if any	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Signature: 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Signature Guarantee:

	 	 	 	 	 	 






A-13









 






     Transfer Instructions for Notes underlying Pledged Applicable Ownership Interests in Notes or
the Applicable Ownership Interests in the Treasury Portfolio, as the case may be, transferable upon
[Early Settlement] [Fundamental Change Early Settlement]:



A-14









 





[TO BE ATTACHED TO GLOBAL CERTIFICATES]




SCHEDULE OF INCREASES OR DECREASES IN GLOBAL CERTIFICATE




     The initial number of Corporate Units evidenced by this Global Certificate is [ ]. The
following increases or decreases in this Global Certificate have been made:



	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	Number of Corporate 
Units evidenced	 	 
	 	 	 	 	Amount of increase	 	Amount of decrease	 	by this Global	 	Signature of
	 	 	 	 	in number of	 	in number of	 	Certificate	 	authorized
	 	 	 	 	Corporate Units	 	Corporate Unites	 	following such	 	signatory of
	 	 	 	 	evidenced by the	 	evidenced by the	 	decrease or	 	Purchase Contract
	Date	 	Global Certificate	 	Global Certificate	 	increase	 	Agent





A-15









 





EXHIBIT B




(FORM OF FACE OF TREASURY UNITS CERTIFICATE)




     [For inclusion in Global Certificate only — THIS CERTIFICATE IS A GLOBAL CERTIFICATE WITHIN
THE MEANING OF THE PURCHASE CONTRACT AND PLEDGE AGREEMENT HEREINAFTER REFERRED TO AND IS REGISTERED
IN THE NAME OF CEDE & CO., AS NOMINEE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (THE
“DEPOSITARY”), THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY. THIS CERTIFICATE IS
EXCHANGEABLE FOR CERTIFICATES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS
NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE PURCHASE CONTRACT AND PLEDGE AGREEMENT
AND NO TRANSFER OF THIS CERTIFICATE (OTHER THAN A TRANSFER OF THIS CERTIFICATE AS A WHOLE BY THE
DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR
ANOTHER NOMINEE OF THE DEPOSITARY) MAY BE REGISTERED EXCEPT IN LIMITED CIRCUMSTANCES.



     UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY 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 DEPOSITARY
(AND ANY PAYMENT HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN
INTEREST HEREIN.]



			
	 	 	 
	No. 1
	 	CUSIP No. 478366 701
	 
	 	ISIN No. US4783667011





Number of Treasury Units:




JOHNSON CONTROLS, INC.




Treasury Units




     This Treasury Units Certificate certifies that is the registered Holder of the number of
Treasury Units set forth above [For inclusion in Global Certificates only — or such other number of
Treasury Units reflected in the Schedule of Increases or Decreases in Global Certificate attached
hereto, which number shall not exceed [ ]]. Each Treasury Unit consists of (i) a 1/20 undivided
beneficial ownership interest in a Treasury Security having a principal amount at maturity equal to
$1,000, subject to the Pledge of such Treasury Security by such Holder pursuant to the Purchase
Contract and Pledge Agreement, and (ii) the rights and obligations of the Holder under one Purchase
Contract with the Company.



     All capitalized terms used herein that are defined in the Purchase Contract and Pledge
Agreement (as defined on the reverse hereof) have the meaning set forth therein.



     Pursuant to the Purchase Contract and Pledge Agreement, the Treasury Securities underlying
each Treasury Unit evidenced hereby have been pledged to the Collateral Agent, for the benefit of
the Company, to secure the obligations of the Holder under the Purchase Contract comprising part of
such Treasury Unit.



B-1









 





     Each Purchase Contract evidenced hereby obligates the Holder of this Treasury Units
Certificate to purchase, and the Company to sell, on the Purchase Contract Settlement Date, at a
Purchase Price equal to the Stated Amount, a number of newly issued shares of Common Stock of the
Company, equal to the Settlement Rate, unless prior to or on the Purchase Contract Settlement Date
there shall have occurred a Termination Event, an Early Settlement or a Fundamental Change Early
Settlement with respect to such Purchase Contract, all as provided in the Purchase Contract and
Pledge Agreement. The Purchase Price for the shares of Common Stock purchased pursuant to each
Purchase Contract evidenced hereby, if not paid earlier, shall be paid on the Purchase Contract
Settlement Date by application of the proceeds from the Treasury Securities at maturity pledged to
secure the obligations under such Purchase Contract of the Holder of the Treasury Units of which
such Purchase Contract is a part.



     Each Purchase Contract evidenced hereby obligates the holder to agree, for U.S. federal income
tax purposes, to treat each beneficial owner of a Treasury Unit as the owner of the applicable
interests in the Treasury Securities.



     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 Purchase Contract
Agent by manual signature, this Treasury Units Certificate shall not be entitled to any benefit
under Purchase Contract and Pledge Agreement or be valid or obligatory for any purpose.



B-2









 





     IN WITNESS WHEREOF, the Company and the Holder specified above have caused this instrument to
be duly executed.



	 	 	 	 	 
	 	JOHNSON CONTROLS, INC.

 	 
	 	By:  	 	 
	 	 	Name:  	R. Bruce McDonald 	 
	 	 	Title:  	Executive Vice President and Chief Financial
Officer 	 
	 
	 	 	 
	 	By:  	
 	 
	 	 	Name:  	Jerome D. Okarma 	 
	 	 	Title:  	Vice President, Secretary and General Counsel 	 
	 
	 	HOLDER SPECIFIED ABOVE (as to obligations of such
Holder under the Purchase Contracts)

	 
	 	 	 
	 	By:  	U.S. BANK NATIONAL ASSOCIATION, not individually
but solely as attorney-in-fact or such Holder
  	 
	 	 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



CERTIFICATE OF AUTHENTICATION OF

PURCHASE CONTRACT AGENT



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




	 	 	 	 	 
	 	U.S. BANK NATIONAL ASSOCIATION,

as Purchase Contract Agent

 	 
	 	By:  	 	 
	 	 	Authorized Officer 	 
	 	 	 	 
	 


Dated: March    , 2009




B-3









 








(REVERSE OF TREASURY UNITS CERTIFICATE)





     Each Purchase Contract evidenced hereby is governed by a Purchase Contract and Pledge
Agreement, dated as of March 16, 2009 (as may be supplemented from time to time, the “Purchase
Contract and Pledge Agreement”) between the Company and U.S. Bank National Association, as
Collateral Agent, as Custodial Agent, as Securities Intermediary, as Purchase Contract Agent and as
attorney-in-fact for the holders of Corporate Units and Treasury Units from time to time, to which
Purchase Contract and Pledge 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 Purchase Contract Agent, the Company and the Holders and of the terms
upon which the Treasury Units Certificates are, and are to be, executed and delivered.



     Each Purchase Contract evidenced hereby obligates the Holder of this Treasury Units
Certificate to purchase, and the Company to sell, on the Purchase Contract Settlement Date at a
price equal to the Stated Amount, a number of newly issued shares of Common Stock equal to the
Settlement Rate, unless an Early Settlement, a Fundamental Change Early Settlement or a Termination
Event with respect to the Unit of which such Purchase Contract is a part shall have occurred. The
Settlement Rate is subject to adjustment as described in the Purchase Contract and Pledge
Agreement.



     No fractional shares of Common Stock will be issued upon settlement of Purchase Contracts, as
provided in Section 5.08 of the Purchase Contract and Pledge Agreement.



     Each Purchase Contract evidenced hereby that is settled through Early Settlement or
Fundamental Change Early Settlement shall obligate the Holder of the related Treasury Units to
purchase at the Purchase Price and the Company to sell, a number of newly issued shares of Common
Stock equal to the Minimum Settlement Rate (in the case of an Early Settlement) or applicable
Fundamental Change Early Settlement Rate (in the case of a Fundamental Change Early Settlement).



     In accordance with the terms of the Purchase Contract and Pledge Agreement, the Holder of this
Treasury Unit shall pay the Purchase Price for the shares of the Common Stock to be purchased
pursuant to each Purchase Contract evidenced hereby either by effecting an Early Settlement or, if
applicable, a Fundamental Change Early Settlement of each such Purchase Contract or by applying the
proceeds of the Pledged Treasury Securities underlying such Holder’s Treasury Unit equal to the
Purchase Price for such Purchase Contract to the purchase of the Common Stock. A Holder of Treasury
Units who (1) on or prior to the close of business on the seventh Business Day prior to the
Purchase Contract Settlement Date, does not make an effective Early Settlement, or (2) on or prior
to the close of business on the second Business Day prior to the Purchase Contract Settlement Date,
does not make an effective Cash Settlement, shall pay the Purchase Price for the shares of Common
Stock to be issued under the related Purchase Contract from the proceeds of the Pledged Treasury
Securities.



     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 it shall have received
payment of the aggregate Purchase Price for the shares of Common Stock to be purchased thereunder
in the manner set forth in the Purchase Contract and Pledge Agreement.



     The Purchase Contracts and all obligations and rights of the Company and the Holders
thereunder shall immediately and automatically terminate, without the necessity of any notice or
action by any Holder, the Purchase Contract Agent or the Company, if, on or prior to the Purchase
Contract Settlement Date, a Termination Event shall have occurred. Upon the occurrence of a
Termination Event, the Company shall give written notice to the Purchase Contract Agent and the
Holders, at their addresses as they appear in the Security Register. Upon and after the occurrence
of a Termination Event, the



B-4









 




Collateral Agent shall release the Treasury Securities underlying each Treasury Unit from the
Pledge. A Treasury Unit shall thereafter represent the right to receive the Treasury Security
underlying such Treasury Unit, in accordance with the terms of the Purchase Contract and Pledge
Agreement.




     The Treasury Units Certificates are issuable only in registered form and only in denominations
of a single Treasury Unit and any integral multiple thereof. The transfer of any Treasury Units
Certificate will be registered and Treasury Units Certificates may be exchanged as provided in the
Purchase Contract and Pledge Agreement. A Holder who elects to substitute Notes or Applicable
Ownership Interests in the Treasury Portfolio, as the case may be, for Treasury Securities, thereby
recreating Corporate Units, shall be responsible for any fees or expenses payable in connection
therewith. Except as provided in the Purchase Contract and Pledge Agreement, such Treasury Unit
shall not be separable into its constituent parts, and the rights and obligations of the Holder of
such Treasury Unit in respect of the Treasury Security and the Purchase Contract constituting such
Treasury Unit may be transferred and exchanged only as a Treasury Unit.



     Subject to, and in compliance with, the conditions and terms set forth in the Purchase
Contract and Pledge Agreement, the Holder of Treasury Units may effect a Collateral Substitution.
From and after such substitution, each Unit for which Pledged Applicable Ownership Interests in
Notes, or Pledged Applicable Ownership Interests in the Treasury Portfolio, as the case may be,
secure the Holder’s obligation under the Purchase Contract shall be referred to as a “Corporate
Unit”. A Holder may make such Collateral substitution only in multiples of 20 Treasury Units for
20 Corporate Units. No Collateral Substitution is permitted following a Successful Early
Remarketing.



     Subject to and upon compliance with the provisions of the Purchase Contract and Pledge
Agreement, at the option of the Holder thereof, Purchase Contracts underlying Units may be settled
early by effecting an Early Settlement as provided in the Purchase Contract and Pledge Agreement in
integral multiples of 20 Treasury Units.



     Upon Early Settlement of Purchase Contracts by a Holder of the related Units, the Pledged
Treasury Securities underlying such Units shall be released from the Pledge as provided in the
Purchase Contract and Pledge Agreement and the Holder shall be entitled to receive a number of
shares of Common Stock on account of each Purchase Contract forming part of a Treasury Unit as to
which Early Settlement is effected equal to the Minimum Settlement Rate.



     Upon the occurrence of a Fundamental Change, a Holder of Treasury Units may effect Fundamental
Change Early Settlement of the Purchase Contracts underlying such Treasury Units pursuant to the
terms of the Purchase Contract and Pledge Agreement in integral multiples of 20 Treasury Units.
Upon Fundamental Change Early Settlement of Purchase Contracts by a Holder of the related Treasury
Units, the Pledged Treasury Securities underlying such Treasury Units shall be released from the
Pledge as provided in the Purchase Contract and Pledge Agreement and the Holder shall be entitled
to receive a number of shares of Common Stock on account of each Purchase Contract forming part of
a Treasury Unit as to which Fundamental Change Early Settlement is effected equal to the applicable
Settlement Rate.



     Upon registration of transfer of this Treasury 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 Purchase Contract Agent pursuant to the Purchase Contract and Pledge Agreement),
under the terms of the Purchase Contract and Pledge Agreement and the Purchase Contracts evidenced
hereby and the transferor shall be released from the obligations under the Purchase Contracts
evidenced by this Treasury Units Certificate. 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-5









 





     The Holder of this Treasury Units Certificate, by its acceptance hereof, authorizes the
Purchase Contract Agent to enter into and perform the related Purchase Contracts forming part of
the Treasury Units evidenced hereby on its behalf as its attorney-in-fact, expressly withholds any
consent to the assumption (i.e., affirmance) of the Purchase Contracts by the Company or its
trustee in the event that the Company becomes the subject of a case under the Bankruptcy Code,
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 and
Pledge Agreement, authorizes the Purchase Contract Agent to enter into and perform the Purchase
Contract and Pledge Agreement on its behalf as its attorney-in-fact, and consents to the Pledge of
the Treasury Securities underlying this Treasury Units Certificate pursuant to the Purchase
Contract and Pledge Agreement. The Holder further covenants and agrees, that, to the extent and in
the manner provided in the Purchase Contract and Pledge Agreement, but subject to the terms
thereof, payments in respect to the aggregate principal amount at maturity of the Pledged Treasury
Securities on the Purchase Contract Settlement Date equal to the aggregate Purchase Price for the
related Purchase Contracts shall be paid by the Collateral Agent to the Company in satisfaction of
such Holder’s obligations under such Purchase Contracts and such Holder shall acquire no right,
title or interest in such payments.



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



     The Purchase Contracts shall be governed by, and construed in accordance with, the laws of the
State of New York, applicable to agreements made and to be performed wholly within such state.



     The Purchase Contracts shall not, prior to the settlement thereof, entitle the Holder to any
of the rights of a holder of shares of Common Stock.



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



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



B-6









 





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  	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 
	 	(cust)	 	 	 	(minor)	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	Under Uniform Gifts to Minors Act of	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	TENANT:	 	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.



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 Treasury Units Certificates and all rights thereunder, hereby irrevocably constituting
and appointing attorney                     , to transfer said Treasury Units Certificates on the books of
Johnson Controls, Inc., 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 Treasury Units Certificates in every particular, without alteration
or enlargement or any change whatsoever.

	 
	 	 
	               Signature Guarantee:                                                      
                                                                   






B-7









 






SETTLEMENT INSTRUCTIONS




     The undersigned Holder directs that a certificate for shares of Common Stock deliverable upon
settlement on or after the Purchase Contract Settlement Date of the Purchase Contracts underlying
the number of Treasury Units evidenced by this Treasury Units Certificate 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.



	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	(if assigned to another person)
	 
	 	 	 	 	 	 	 	 
	Dated	 	                                        	 	 	 	REGISTERED HOLDER
	 
	 	 	 	 	 	 	 	 
	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:	 	 	 	Please print name and address of Register Holder:
 

	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Name:

	 	 	 	 	 	Name:	 	 
	 

	 	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Address

	 	 	 	 	 	Address:	 	 
	 

	 	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Social Security or other Taxpayer 

Identification Number, if any	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Signature:


	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Signature Guarantee:


	 	 	 	 	 	 






B-8









 






     ELECTION TO SETTLE EARLY/FUNDAMENTAL CHANGE EARLY SETTLEMENT



     The undersigned Holder of this Treasury Units Certificate hereby irrevocably exercises the
option to effect [Early Settlement] [Fundamental Change Early Settlement] in accordance with the
terms of the Purchase Contract and Pledge Agreement with respect to the Purchase Contracts
underlying the number of Treasury Units evidenced by this Treasury Units Certificate specified
below. The option to effect [Early Settlement] [Fundamental Change Early Settlement] may be
exercised only with respect to Purchase Contracts underlying Treasury Units in multiples of 20
Treasury Units or an integral multiple thereof. The undersigned Holder directs that a certificate
for shares of Common Stock or other securities deliverable upon such [Early Settlement]
[Fundamental Change Early Settlement] be registered in the name of, and delivered, together with a
check in payment for any fractional share and any Treasury Units Certificate representing any
Treasury Units evidenced hereby as to which [Early Settlement] [Fundamental Change 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] [Fundamental Change 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] [Fundamental Change Early
Settlement] of the related Purchase Contracts is being elected:



	 	 	 	 	 
	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 Register Holder:
	 
	 	 	 	 
	 


	 	 	 	 

	Name

	 	 	 	Name
	 
	 	 	 	 
	 

Address

	 	 	 	 

Address
	 
	Social Security or other Taxpayer 

Identification Number, if any
	 	 	 	 






     Transfer Instructions for Pledged Treasury Securities transferable upon [Early Settlement]
[Fundamental Change Early Settlement]:



B-9









 





[TO BE ATTACHED TO GLOBAL CERTIFICATES]




SCHEDULE OF INCREASES OR DECREASES IN GLOBAL CERTIFICATE



The initial number of Treasury Units evidenced by this Global Certificate is [ ]. The following
increases or decreases in this Global Certificate have been made:




	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	Number of Treasury	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	Units evidenced by	 	 
	 	 	 	 	Amount of increase	 	Amount of decrease	 	this Global	 	Signature of
	 	 	 	 	in number of	 	in number of	 	Certificate	 	authorized
	 	 	 	 	Treasury Units	 	Treasury Units	 	following such	 	signatory of
	 	 	 	 	evidenced by the	 	evidenced by the	 	decrease or	 	Purchase Contract
	Date	 	Global Certificate	 	Global Certificate	 	increase	 	Agent






B-10











 





EXHIBIT C




INSTRUCTION TO PURCHASE CONTRACT AGENT FROM HOLDER

(To Create Treasury Units or Corporate Units)




U.S. Bank National Association,

as Purchase Contract Agent

100 Wall Street

New York, New York 10005

Tel: (212) 361-2505

Fax: (212) 809-4993

Attention: Patrick J. Crowley, Vice President




     Re: [Corporate Units] [Treasury Units] of Johnson Controls, Inc., a Wisconsin
corporation (the “Company”).



     The undersigned Holder hereby notifies you that it has deposited with U.S. Bank National
Association, as Collateral Agent, for credit to the Collateral Account, $        Value of [Notes]
[Applicable Ownership Interests in the Treasury Portfolio] [Treasury Securities] in exchange for an
equal Value of [Pledged Treasury Securities] [Notes underlying Pledged Applicable Ownership
Interests in Notes] [Pledged Applicable Ownership Interests in the Treasury Portfolio] held in the
Collateral Account, in accordance with the Purchase Contract and Pledge Agreement, dated as of
March 16, 2009 (the “Agreement”; unless otherwise defined herein, terms defined in the Agreement
are used herein as defined therein), between the Company and U.S. Bank National Association, as
Collateral Agent, as Custodial Agent, as Securities Intermediary, as Purchase Contract Agent and as
attorney-in-fact for the holders of Corporate Units and Treasury Units from time to time. The
undersigned Holder has paid all applicable fees and expenses 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 [Notes underlying Pledged Applicable Ownership Interests in
Notes] [Pledged Applicable Ownership Interests in the Treasury Portfolio] [Pledged Treasury
Securities] related to such [Corporate Units] [Treasury Units].



	 	 	 	 	 
	Dated:

	 	Signature	 	 
	 
	 	 	 	 
	 

	 	Signature Guarantee:	 	 
	 
	 	 	 	 
	 

	 	 

	 	 
	Please print name and address of Registered Holder:
	 	 	 	 
	 
	 	 	 	 
	 


	 	 

	 	 
	Name:

	 	Social Security or other Taxpayer Identification Number	 	 
	 
	 	 	 	 
	 


	 	 	 	 
	Address
	 	 	 	 







C-1









 








EXHIBIT D




NOTICE FROM PURCHASE CONTRACT AGENT

TO HOLDERS UPON TERMINATION EVENT




(Transfer of Collateral upon Occurrence of a Termination Event)




[HOLDER]




Attention:

Telecopy:




     Re: [Corporate Units] [Treasury Units] of Johnson Controls, Inc. Company, a Wisconsin
corporation (the “Company”).



     Please refer to the Purchase Contract and Pledge Agreement, dated as of March 16, 2009 (the
“Purchase Contract and Pledge Agreement”; unless otherwise defined herein, terms defined in the
Purchase Contract and Pledge Agreement are used herein as defined therein), between the Company and
U.S. Bank National Association, as Collateral Agent, as Custodial Agent, as Securities
Intermediary, as Purchase Contract Agent and as attorney-in-fact for the holders of Corporate Units
and Treasury Units from time to time.



     We hereby notify you that a Termination Event has occurred and that [the Notes underlying the
Pledged Applicable Ownership Interests in Notes] [the Pledged Applicable Ownership Interests in the
Treasury Portfolio] [the Treasury Securities] comprising a portion of your ownership interest in
[Corporate Units] [Treasury Units] have been released and are being held by us for your account
pending receipt of transfer instructions with respect to such [Notes] [Pledged Applicable Ownership
Interests in the Treasury Portfolio] [Pledged Treasury Securities] (the “Released Securities”).



     Pursuant to Section 3.15 of the Purchase Contract and Pledge Agreement, we hereby request
written transfer instructions with respect to the Released Securities. Upon receipt of your
instructions and upon transfer to us of your [Corporate Units] [Treasury Units] effected through
book-entry or by delivery to us of your [Corporate Units Certificate] [Treasury Units Certificate],
we shall transfer the Released Securities by book-entry transfer or other appropriate procedures,
in accordance with your instructions. In the event you fail to effect such transfer or delivery,
the Released Securities and any distributions thereon, shall be held in our name, or a nominee in
trust for your benefit, until such time as such [Corporate Units] [Treasury Units] are transferred
or your [Corporate Units Certificate] [Treasury Units Certificate] is surrendered or satisfactory
evidence is provided that such [Corporate Units Certificate] [Treasury Units Certificate] has been
destroyed, lost or stolen, together with any indemnification that we or the Company may require.



	 	 	 	 	 
	Dated:  
	 	 	 	 
	 	 	 	 	 
	 	U.S. Bank National Association,
as Purchase Contract Agent

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 	 	Authorized Signatory 	 	 
	 




D-1









 








EXHIBIT E




NOTICE OF CASH SETTLEMENT




U.S. Bank National Association,

as Purchase Contract Agent

100 Wall Street

New York, New York 10005

Tel: (212) 361-2505

Fax: (212) 809-4993

Attention: Patrick J. Crowley, Vice President





     Re: Corporate Units of Johnson Controls, Inc., a Wisconsin corporation (the “Company”).



     The undersigned Holder hereby irrevocably notifies you in accordance with Section 5.03 of the
Purchase Contract and Pledge Agreement, dated as of March 16, 2009 (the “Purchase Contract and
Pledge Agreement”; unless otherwise defined herein, terms defined in the Purchase Contract and
Pledge Agreement are used herein as defined therein), between the Company and U.S. Bank National
Association, as Collateral Agent, as Custodial Agent, as Securities Intermediary, as Purchase
Contract Agent and as attorney-in-fact for the Holders of the Corporate Units and Treasury Units
from time to time, that such Holder has elected to pay to the Securities Intermediary for deposit
in the Collateral Account, prior to 11:00 a.m. (New York City time) on the sixth Business Day
immediately preceding the Purchase Contract Settlement Date (in lawful money of the United States
by certified or cashiers’ check or wire transfer, in immediately available funds payable to or upon
the order of the Securities Intermediary), $           as the Purchase Price for the shares of Common Stock
issuable to such Holder by the Company with respect to           Purchase Contracts on the
Purchase Contract Settlement Date. The undersigned Holder hereby instructs you to notify promptly
the Collateral Agent of the undersigned Holders’ election to make such Cash Settlement with respect
to the Purchase Contracts related to such Holder’s Corporate Units.






	 	 	 	 	 
	Date: 
	 	 	 	 
		 	 
	 	Signature: 

	 
	 
	 	Signature Guarantee: 

	 
	 	 	 


Please print name and address of Registered Holder:





E-1









 








EXHIBIT F




INSTRUCTION

FROM PURCHASE CONTRACT AGENT

TO COLLATERAL AGENT

(Creation of Treasury Units)




U.S. Bank National Association,

as Purchase Contract Agent

100 Wall Street

New York, New York 10005

Tel: (212) 361-2505

Fax: (212) 809-4993

Attention: Patrick J. Crowley, Vice President





     Re: Corporate Units of Johnson Controls, Inc. (the “Company”).



     Please refer to the Purchase Contract and Pledge Agreement, dated as of March 16, 2009 (the
“Agreement”), among the Company and U.S. Bank National Association, as Collateral Agent, as
Custodial Agent, as Securities Intermediary, as Purchase Contract Agent and as attorney-in-fact for
the holders of Corporate Units and Treasury Units from time to time. Capitalized terms used herein
but not defined shall have the meaning set forth in the Agreement.



     We hereby notify you in accordance with Section 3.13 of the Agreement that the holder of
securities named below (the “Holder”) has elected to substitute $         Value of Treasury Securities or
security entitlements with respect thereto in exchange for an equal Value of [Notes underlying
Pledged Applicable Ownership Interests in Notes] [Pledged Applicable Ownership Interests in the
Treasury Portfolio] relating to           Corporate Units and has delivered to the undersigned a
notice stating that the Holder has Transferred such Treasury Securities or security entitlements
with respect thereto to the Securities Intermediary, for credit to the Collateral Account.



     We hereby request that you instruct the Securities Intermediary, upon confirmation that such
Treasury Securities or security entitlements thereto have been credited to the Collateral Account,
to release to the undersigned an equal Value of [Notes underlying Pledged Applicable Ownership
Interests in Notes] [Pledged Applicable Ownership Interests in the Treasury Portfolio] or security
entitlements with respect thereto related to           Corporate Units of such Holder in
accordance with Section 3.13 of the Agreement.








	 	 	 	 	 
	Dated: 
	 	 	 	 
	 
	 	U.S. Bank National Association, 
as Purchase Contract Agent and as attorney-in-fact of the Holders from time to time of the Units

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 	 	Authorized Signatory 	 



F-1









 






	 	 	 	 	 


Please print name and address of Holder electing to substitute Treasury Securities or security
entitlements with respect thereto for the [Notes underlying Pledged Applicable Ownership Interests
in Notes] [Pledged Applicable Ownership Interests in the Treasury Portfolio]:




	 	 	 	 	 
	 
	 	 	 	 
	 


	 	 

	 	 
	Name:

	 	Social Security or other Taxpayer Identification
Number, if any	 	 
	 
	 	 	 	 
	 


	 	 	 	 
	Address:
	 	 	 	 







F-2









 








EXHIBIT G




INSTRUCTION

FROM COLLATERAL AGENT

TO SECURITIES INTERMEDIARY

(Creation of Treasury Units)




U.S. Bank National Association,

as Securities Intermediary

100 Wall Street

New York, New York 10005

Tel: (212) 361-2505

Fax: (212) 809-4993

Attention: Patrick J. Crowley, Vice President




     Re: Corporate Units of Johnson Controls, Inc. (the “Company”).



     The securities account of U.S. Bank National Association, as Collateral Agent, maintained by
the Securities Intermediary and designated “U.S. Bank National Association, as Collateral Agent of
Johnson Controls, Inc., as pledgee of U.S. Bank National Association, as the Purchase Contract
Agent on behalf of and as attorney-in-fact for the Holders” (the “Collateral Account”).



     Please refer to the Purchase Contract and Pledge Agreement, dated as of March 16, 2009 (the
“Agreement”), between the Company and U.S. Bank National Association, as Collateral Agent, as
Custodial Agent, as Securities Intermediary, as Purchase Contract Agent and as attorney-in-fact for
the holders of Corporate Units and Treasury Units from time to time. Capitalized terms used herein
but not defined shall have the meaning set forth in the Agreement.



     When you have confirmed that $         Value of Treasury Securities or security entitlements with
respect thereto has been credited to the Collateral Account by or for the benefit of         ,
as Holder of Corporate Units (the “Holder”), you are hereby instructed to release from the
Collateral Account an equal Value of [Notes underlying Pledged Applicable Ownership Interests in
Notes] [Pledged Applicable Ownership Interests in the Treasury Portfolio] or security entitlements
with respect thereto relating to Corporate Units of the Holder by Transfer to the Purchase Contract
Agent.




	 	 	 	 	 
	Dated: 
	 	 	 	 
	 
	 	U.S. Bank National Association, as Collateral Agent

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 	 	Authorized Signatory 	 
	 




G-1









 








EXHIBIT H




INSTRUCTION

FROM PURCHASE CONTRACT AGENT

TO COLLATERAL AGENT

(Recreation of Corporate Units)




U.S. Bank National Association,

as Collateral Agent

100 Wall Street

New York, New York 10005

Tel: (212) 361-2505

Fax: (212) 809-4993

Attention: Patrick J. Crowley, Vice President





     Re: Treasury Units of Johnson Controls, Inc. (the “Company”).



     Please refer to the Purchase Contract and Pledge Agreement dated as of March 16, 2009 (the
“Agreement”), between the Company and U.S. Bank National Association, as Collateral Agent, as
Custodial Agent, as Securities Intermediary, as Purchase Contract Agent and as attorney-in-fact for
the holders of Corporate Units and Treasury Units from time to time. Capitalized terms used herein
but not defined shall have the meaning set forth in the Agreement.



     We hereby notify you in accordance with Section 3.14 of the Agreement that the holder of
securities named below (the “Holder”) has elected to substitute $         Value of [Notes] [Applicable
Ownership Interests in the Treasury Portfolio] or security entitlements with respect thereto in
exchange for $         Value of Pledged Treasury Securities relating to Treasury Units and has delivered to
the undersigned a notice stating that the holder has Transferred such [Notes] [Applicable Ownership
Interests in the Treasury Portfolio] or security entitlements with respect thereto to the
Securities Intermediary, for credit to the Collateral Account.



     We hereby request that you instruct the Securities Intermediary, upon confirmation that such
[Notes] [Applicable Ownership Interests in the Treasury Portfolio] or security entitlements with
respect thereto have been credited to the Collateral Account, to release to the undersigned $      Value
of Treasury Securities or security entitlements with respect thereto related to          Treasury
Units of such Holder in accordance with Section 3.14 of the Agreement.



	 	 	 	 	 	 
	 	 	U.S. Bank National Association,
as Purchase Contract Agent

 	 
	 	 	 	 	 	 
	Dated: 

	 	By:  	 	 
	 	 	 	Name:  	 	 
	 	 	 	Title:  	 	 
	 	 	 	Authorized Signatory 	 



H-1









 






	 	 	 	 	 


Please print name and address of Holder electing to substitute [Notes] [Applicable Ownership
Interests in the Treasury Portfolio] or security entitlements with respect thereto for Pledged
Treasury Securities:




	 	 	 	 	 
	 
	 	 	 	 
	 


	 	 

	 	 
	Name:
	 	Social Security or other Taxpayer Identification
Number, if any	 	 
	 
	 	 	 	 
	 


	 	 	 	 
	Address:
	 	 	 	 







H-2









 








EXHIBIT I




INSTRUCTION

FROM COLLATERAL AGENT

TO SECURITIES INTERMEDIARY

(Recreation of Corporate Units)




U.S. Bank National Association,

as Security Intermediary

100 Wall Street

New York, New York 10005

Tel: (212) 361-2505

Fax: (212) 809-4993

Attention: Patrick J. Crowley, Vice President




     Re: Treasury Units of Johnson Controls, Inc. (the “Company”).



     The securities account of U.S. Bank National Association, as Collateral Agent, maintained by
the Securities Intermediary and designated “U.S. Bank National Association, as Collateral Agent of
Johnson Controls, Inc., as pledgee of U.S. Bank National Association, as the Purchase Contract
Agent on behalf of and as attorney-in-fact for the Holders” (the “Collateral Account”).



     Please refer to the Purchase Contract and Pledge Agreement dated as of March 16, 2009 (the
“Agreement”), among the Company and U.S. Bank National Association, as Collateral Agent, as
Custodial Agent, as Securities Intermediary, as Purchase Contract Agent and as attorney-in-fact for
the holders of Corporate Units and Treasury Units from time to time. Capitalized terms used herein
but not defined shall have the meaning set forth in the Agreement.



     When you have confirmed that $      Value of [Notes] [Applicable Ownership Interests in the
Treasury Portfolio] or security entitlements with respect thereto has been credited to the
Collateral Account by or for the benefit of          , as Holder of Treasury Units (the “Holder”),
you are hereby instructed to release from the Collateral Account $      Value of Treasury Securities or
security entitlements thereto by Transfer to the Purchase Contract Agent.



	 	 	 	 	 
	 	U.S. Bank National Association,
as Collateral Agent

 	 
	Dated: 

	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 	 	Authorized Signatory 	 
	 





I-1









 








EXHIBIT J




NOTICE OF CASH SETTLEMENT FROM PURCHASE CONTRACT

AGENT TO COLLATERAL AGENT

(Cash Settlement Amounts)




U.S. Bank National Association,

as Collateral Agent

100 Wall Street

New York, New York 10005

Tel: (212) 361-2505

Fax: (212) 809-4993

Attention: Patrick J. Crowley, Vice President





     Re: Corporate Units of Johnson Controls, Inc. (the “Company”).



     Please refer to the Purchase Contract and Pledge Agreement dated as of March 16, 2009 (the
“Agreement”), between the Company and U.S. Bank National Association, as Collateral Agent, as
Custodial Agent, as Securities Intermediary, as Purchase Contract Agent and as attorney-in-fact for
the holders of Corporate Units and Treasury Units from time to time. Unless otherwise defined
herein, terms defined in the Agreement are used herein as defined therein.



     In accordance with Section 5.03(a)(iv) of the Agreement, we hereby notify you that as of 4:00
p.m. (New York City time) on the first Business Day immediately preceding the first day of the
Final Remarketing Period, we have received (i) $      in immediately available funds paid in an
aggregate amount equal to the Purchase Price due to the Company on the Purchase Contract Settlement
Date with respect to Corporate Units and (ii) based on the funds received set forth in clause (i)
above, an aggregate principal amount of $      of Notes underlying Pledged Applicable Ownership
Interests in Notes are to be offered for purchase in each Remarketing during the Final Remarketing
Period.





	 	 	 	 	 	 
	 	 	U.S. Bank National Association,
as Purchase Contract Agent
 	 
	 	 	 	 	 	 
	Dated: 

	 	By:  	 	 
	 	 	 	Name:  	 	 
	 	 	 	Title:  	 	 
	 	 	 	Authorized Signatory 	 






J-1









 








EXHIBIT K




INSTRUCTION TO CUSTODIAL AGENT REGARDING REMARKETING




U.S. Bank National Association,

as Collateral Agent

100 Wall Street

New York, New York 10005

Tel: (212) 361-2505

Fax: (212) 809-4993

Attention: Patrick J. Crowley, Vice President





     Re: Notes Due 2042 of Johnson Controls, Inc. (the “Company”).



     The undersigned hereby notifies you in accordance with Section 5.03(d) of the Purchase
Contract and Pledge Agreement, dated as of March 16, 2009 (the “Agreement”), between the Company
and U.S. Bank National Association, as Collateral Agent, as Custodial Agent, as Securities
Intermediary, as Purchase Contract Agent and as attorney-in-fact for the holders of Corporate Units
and Treasury Units from time to time, that the undersigned elects to deliver $      aggregate principal
amount of Separate Notes for delivery to the Remarketing Agent prior to 4:00 p.m. (New York City
time) on the second Business Day immediately preceding the first day of the [Early Remarketing
Period beginning on, and including, January 1, 2012 and ending on, and including, February 29,
2012][Final Remarketing Period] for remarketing pursuant to Section 5.03(d) of the Agreement. The
undersigned will, upon request of the Remarketing Agent, execute and deliver any additional
documents deemed by the Remarketing Agent or by the Company to be necessary or desirable to
complete the sale, assignment and transfer of the Separate Notes tendered hereby. Capitalized
terms used herein but not defined shall have the meaning set forth in the Agreement.



     The undersigned hereby instructs you, upon receipt of the Proceeds of a Successful Remarketing
from the Remarketing Agent, to deliver such Proceeds to the undersigned in accordance with the
instructions indicated herein under “Payment Instructions.” The undersigned hereby instructs you,
in the event of a Failed Remarketing, upon receipt of the Separate Notes tendered herewith from the
Remarketing Agent, to deliver such Separate Notes to the person(s) and the address(es) indicated
herein under “B. Delivery Instructions.”



     With this notice, the undersigned hereby (i) represents and warrants that the undersigned has
full power and authority to tender, sell, assign and transfer the Separate Notes tendered hereby
and that the undersigned is the record owner of any Separate Notes tendered herewith in physical
form or a participant in The Depository Trust Company (“DTC”) and the beneficial owner of any
Separate Notes tendered herewith by book-entry transfer to your account at DTC, (ii) agrees to be
bound by the terms and conditions of Sections 5.02 and 5.03, as applicable, of the Agreement and
(iii) acknowledges and agrees that after 4:00 p.m. (New York City time) on the second Business Day
immediately preceding the first day of the Applicable Remarketing Period, such election shall
become an irrevocable election to have such Separate Notes remarketed in each Remarketing during
the Applicable Remarketing Period, and that the Separate Notes tendered herewith will only be
returned in the event of a Failed Remarketing.



K-1









 





	 	 	 	 	 	 
	 	 	 	 
	Date: 
	 	By:  	 	 
	 	 	 	Name:  	 	 
	 	 	 	Title:  	 	 
	 	 	 	 
	 	 	 	Signature Guarantee: 

	 
	 
	Name 	 	 	 	 	 
	 
	Address 	 	 	 	 	 
	 	 	 	 
	 	 	Social Security or other Taxpayer
Identification Number, if any
 	 
	 	 	 	 
	 	 	 	 
	 



A. PAYMENT INSTRUCTIONS





Proceeds of a Successful Remarketing should be paid by check in the name of the person(s) set forth
below and mailed to the address set forth below.




	 	 	 	 	 
	Name(s)   

	 	 	 	 
	 

	 	 	 	 
	(Please Print)	 	 	 	 
	Address 
	 	 	 	 
	(Please Print)	 	 	 	 
	 
	 	 	 	 
	 	 	 	 	 
	 
	 	 	 	 
	 	 	 	 	 
	(Zip Code)	 	 	 	 
	 
	 	 	 	 
	 	 	 	 
	(Tax Identification or Social Security Number)	 	 	 	 






B. DELIVERY INSTRUCTIONS



In the event of a Failed Remarketing, Notes which are in physical form should be delivered to the
person(s) set forth below and mailed to the address set forth below.





	 	 	 	 	 
	Name(s) 

	 	 	 	 
	 

	 	 	 	 
	(Please Print)	 	 	 	 
	Address 
	 	 	 	 
	(Please Print)	 	 	 	 
	 
	 	 	 	 
	 	 	 	 	 
	 
	 	 	 	 
	 	 	 	 	 
	(Zip Code)	 	 	 	 
	 
	 	 	 	 
	 	 	 	 
	(Tax Identification or Social Security Number)	 	 	 	 










K-2









 







In the event of a Failed Remarketing, Notes which are in book-entry form should be credited to the
account at The Depository Trust Company to the person(s) set forth below.




	 	 	 	 
	DTC Account Number:
	 	 
	 
	 	 
	Name of Account Party:
	 	 







K-3











 





EXHIBIT L




INSTRUCTION TO CUSTODIAL AGENT REGARDING

WITHDRAWAL FROM REMARKETING




U.S. Bank National Association,

as Custodial Agent

100 Wall Street

New York, New York 10005

Tel: (212) 361-2505

Fax: (212) 809-4993

Attention: Patrick J. Crowley, Vice President





			
	     Re:	 	Notes Due 2042 of Johnson Controls, Inc. (the “Company”).





     The undersigned hereby notifies you in accordance with Section 5.03(d) of the Purchase
Contract and Pledge Agreement, dated as of March 16, 2009 (the “Agreement”), among the Company and
you, as Collateral Agent, Custodial Agent and Securities Intermediary, and U.S. Bank National
Association, as Purchase Contract Agent and as attorney-in-fact for the holders of Corporate Units
and Treasury Units from time to time, that the undersigned elects to withdraw the $          aggregate
principal amount of Separate Notes delivered to you for Remarketing pursuant to Section 5.03 of the
Agreement. The undersigned hereby instructs you to return such Separate Notes to the undersigned
in accordance with the undersigned’s instructions. With this notice, the Undersigned hereby agrees
to be bound by the terms and conditions of Section 5.03(d) of the Agreement. Capitalized terms
used herein but not defined shall have the meaning set forth in the Agreement.



	 	 	 	 	 
	 	 	 
	Date: 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	 	Signature Guarantee:  	 	 
	 
	
Name 
	 	  	 	 
	 
	
Address 
	 	  	 
	 	 	Social Security or other Taxpayer

Identification Number, if any
	 













L-1









 








EXHIBIT M




NOTICE OF CASH SETTLEMENT




U.S. Bank National Association,

as Purchase Contract Agent

100 Wall Street

New York, New York 10005

Tel: (212) 361-2505

Fax: (212) 809-4993

Attention: Patrick J. Crowley, Vice President




          Re: Corporate Units of Johnson Controls, Inc., a Wisconsin corporation (the
“Company”)



The undersigned Holder hereby irrevocably notifies you in accordance with Section 5.03(b)(iii) of
the Purchase Contract and Pledge Agreement, dated as of March 16, 2009 (the “Purchase Contract and
Pledge Agreement”; unless otherwise defined herein, terms defined in the Purchase Contract and
Pledge Agreement are used herein as defined therein), among the Company and you, as Purchase
Contract Agent, as attorney-in-fact for the Holders of the Corporate Units, Collateral Agent,
Custodial Agent and Securities Intermediary, that such Holder has elected to pay to the Securities
Intermediary for deposit in the Collateral Account, on or prior to 4:00 p.m. (New York City time)
on the Business Day immediately preceding the Purchase Contract Settlement Date (in lawful money of
the United States by certified or cashiers check or wire transfer, in immediately available funds
payable to or upon the order of the Securities Intermediary), $          as the Purchase Price for the
shares of Common Stock issuable to such Holder by the Company with respect to                    
Purchase Contracts on the Purchase Contract Settlement Date. The undersigned Holder hereby
instructs you to notify promptly the Collateral Agent of the undersigned Holders’ election to
settle the Purchase Contracts related to such Holder’s Corporate Units with separate cash.




Date:




Signature:




Signature Guarantee:




Please print name and address of Registered Holder:




M-1









 





EXHIBIT N




NOTICE

FROM PURCHASE CONTRACT AGENT

TO COLLATERAL AGENT

(Settlement with Separate Cash)




U.S. Bank National Association,

as Collateral Agent

100 Wall Street

New York, New York 10005

Tel: (212) 361-2505

Fax: (212) 809-4993

Attention: Patrick J. Crowley, Vice President





			
	          Re:	 	Corporate Units of Johnson Controls, Inc., a Wisconsin
corporation (the “Company”)




Please refer to the Purchase Contract and Pledge Agreement, dated as of March 16, 2009 (the
“Agreement”), among the Company, you, as Collateral Agent, as Securities Intermediary and as
Custodial Agent, and the undersigned, as Purchase Contract Agent and as attorney-in-fact for the
Holders of Corporate Units from time to time. Capitalized terms used herein but not defined shall
have the meaning set forth in the Agreement.



We hereby notify you in accordance with Section 5.03(b)(iii) of the Agreement that the Holder of
Corporate Units named below (the “Holder”) has elected to settle the                    
Purchase Contracts related to its Pledged Applicable Ownership Interests in Notes with $           of
separate cash prior to 11:00 a.m. (New York City time) on the second Business Day immediately
preceding the Purchase Contract Settlement Date (in lawful money of the United States by certified
or cashiers check or wire transfer, in immediately available funds payable to or upon the order of
the Securities Intermediary) and has delivered to the undersigned a notice to that effect.



We hereby request that you, upon confirmation that the Purchase Price has been paid by the Holder
to the Securities Intermediary in accordance with Section 5.03(b)(iii) of the Agreement in lieu of
exercise of such Holder’s Put Right, give us notice of the receipt of such payment and (A) promptly
invest the separate cash received in Permitted Investments consistent with the instructions of the
Company as provided in Section 5.03(a)(v) of the Agreement with respect to Cash Settlement, (B)
promptly release from the Pledge the Notes underlying the Applicable Ownership Interest in Notes
related to the Corporate Units as to which such Holder has paid such separate cash; and (C)
promptly Transfer all such Notes to us for distribution to such Holder, in each case free and clear
of the Pledge created by the Agreement.




	 	 	 	 	 
	Date: ________________________, 	U.S. Bank National Association, as Purchase Contract Agent and as
attorney-in-fact of the Holders from time to time of the Units 

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 	 	Authorized Signatory  
	 








N-1









 







Please print name and address of Holder electing to settle with separate cash:





	 	 	 
	Name:	 	Social Security or other Taxpayer Identification Number, if any






	 	 	 
	Address:	 	 






N-2









 








EXHIBIT O




NOTICE OF SETTLEMENT WITH SEPARATE CASH FROM

SECURITIES INTERMEDIARY TO PURCHASE CONTRACT AGENT

(Settlement with Separate Cash)




U.S. Bank National Association,

as Purchase Contract Agent

100 Wall Street

New York, New York 10005

Tel: (212) 361-2505

Fax: (212) 809-4993

Attention: Patrick J. Crowley, Vice President




          Re: Corporate Units of Johnson Controls, Inc. (the “Company”)



Please refer to the Purchase Contract and Pledge Agreement dated as of March 16, 2009 (the
“Agreement”), by and among you, the Company, and U.S. Bank National Association, as Collateral
Agent, Custodial Agent and Securities Intermediary. Unless otherwise defined herein, terms defined
in the Agreement are used herein as defined therein.



In accordance with Section 5.03(b)(iii) of the Agreement, we hereby notify you that as of 4:00 p.m.
(New York City time) on the Business Day immediately preceding March 31, 2012 (the “Purchase
Contract Settlement Date”), (i) we have received from            $           in immediately available
funds paid in an aggregate amount equal to the Purchase Price due to the Company on the Purchase
Contract Settlement Date with respect to            Corporate Units and (ii) based on
the funds received set forth in clause (i) above, an aggregate principal amount of $           of Notes
underlying related Pledged Applicable Ownership Interests in Notes are to be released from the
Pledge and Transferred to you.




U.S. Bank National Association,

as Securities Intermediary




Dated:




By:




O-1









 





EXHIBIT P




FORM OF REMARKETING AGREEMENT




[______________________]




U.S. Bank National Association

100 Wall Street

New York, New York 10005

Tel: (212) 361-2505

Fax: (212) 809-4993

Attention: Patrick J. Crowley, Vice President




Ladies and Gentlemen:





     This Agreement is dated as of [•] (the “Agreement”) by and among Johnson Controls, Inc.,
a Wisconsin corporation (the “Company”), [_______________________], as the reset agent and the
remarketing agent (the “Remarketing Agent”), and U.S. Bank National Association, a national banking
association, not individually but solely as Purchase Contract Agent (the “Purchase Contract Agent”)
and as attorney-in-fact of the holders of Purchase Contracts (as defined in the Purchase Contract
and Pledge Agreement referred to below).



Section 1.

Definitions.




     (a) Capitalized terms used and not defined in this Agreement shall have the meanings set forth
in the Purchase Contract and Pledge Agreement, dated as of March [___], 2009, among the Company,
U.S. Bank National Association, as Purchase Contract Agent and attorney-in-fact for the Holders of
the Purchase Contracts, and U.S. Bank National Association, as Collateral Agent, Custodial Agent
and Securities Intermediary, as amended from time to time (the “Purchase Contract and Pledge
Agreement”).



     (b) As used in this Agreement, the following terms have the following meanings:



     “Agreement” has the meaning specified in the first paragraph of this Remarketing Agreement.



     “Commencement Date” has the meaning specified in Section 3.



     “Commission” means the Securities and Exchange Commission.



     “Company” has the meaning specified in the first paragraph of this Remarketing Agreement.



     “Disclosure Package” has the meaning specified in Section 7(a).



     “Issuer Free Writing Prospectus” means an issuer free writing prospectus, as defined in Rule
433 under the Securities Act.



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     “Preliminary Prospectus” means any preliminary prospectus relating to the Remarketed Notes
included in the Registration Statement, including the documents incorporated by reference therein
as of the date of such Preliminary Prospectus.



     “Prospectus” means the prospectus relating to the Remarketed Notes, in the form in which first
filed, or transmitted for filing, with the Commission after the effective date of the Registration
Statement pursuant to Rule 424(b) under the Securities Act, including the documents incorporated by
reference therein as of the date of such Prospectus; and any reference to any amendment or
supplement to such Prospectus shall be deemed to refer to and include any documents filed after the
date of such Prospectus, under the Exchange Act, and incorporated by reference in such Prospectus.



     “Purchase Contract and Pledge Agreement” has the meaning specified in Section 1(a).



     “Registration Statement” means a registration statement under the Securities Act prepared by
the Company covering, inter alia, the Remarketing of the Remarketed Notes pursuant to Section 5(a)
hereunder, including all exhibits thereto and the documents incorporated by reference in the
Prospectus and any post-effective amendments thereto.



     “Remarketed Notes” means, with respect to all Remarketings during any Applicable Remarketing
Period, the aggregate Notes underlying the Pledged Applicable Ownership Interests in Notes and the
Separate Notes, if any, subject to Remarketing as identified to the Remarketing Agent by the
Purchase Contract Agent and the Custodial Agent, respectively, in each case by 11:00 a.m. New York
City time, in the case of an Early Remarketing, or promptly after 4:00 p.m., New York City time, in
the case of a Final Remarketing, on the Business Day immediately prior to the first day of the
Applicable Remarketing Period in accordance with the Purchase Contract and Pledge Agreement and
shall include: (a) the Notes underlying the Pledged Applicable Ownership Interests in Notes of the
Holders of Corporate Units who have not effected a Collateral Substitution, Early Settlement or a
Fundamental Change Early Settlement in accordance with the Purchase Contract and Pledge Agreement,
and, in the case of a Final Remarketing, Holders of Corporate Units who have not notified the
Purchase Contract Agent prior to 4:00 p.m., New York City time, on the seventh Business Day
immediately preceding the Purchase Contract Settlement Date of their intention to effect a Cash
Settlement of the related Purchase Contracts pursuant to the terms of the Purchase Contract and
Pledge Agreement or who have so notified the Purchase Contract Agent but failed to make the
required cash payment prior to 11:00 a.m., New York City time, on the sixth Business Day
immediately preceding the Purchase Contract Settlement Date, and (b) the Separate Notes of the
holders of Separate Notes, if any, who have elected to have their Separate Notes remarketed in such
Remarketing pursuant to the terms of the Purchase Contract and Pledge Agreement.



     “Remarketing Fee” has the meaning specified in Section 4.



     “Remarketing Materials” means the Preliminary Prospectus, the Prospectus or any other
information furnished by the Company to the Remarketing Agent for distribution to investors in
connection with the Remarketing.



     “Reset Rate” has the meaning specified in Section 2(d).



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     “Securities” has the meaning specified in Section 10.



     “Transaction Documents” means this Agreement, the Purchase Contract and Pledge Agreement and
the Indenture, in each case as amended or supplemented from time to time.



Section 2.

Appointment and Obligations of the Remarketing Agent




     (a) The Company hereby appoints
[_______________________] as the exclusive Remarketing Agent,
and, subject to the terms and conditions set forth herein,
[________________] hereby accepts
appointment as Remarketing Agent, for the purpose of (i) remarketing the Remarketed Notes on behalf
of the holders thereof, (ii) determining, in consultation with the Company, in the manner provided
for herein and in the Purchase Contract and Pledge Agreement and the Supplemental Indenture, the
Reset Rate for the Notes, and (iii) performing such other duties as are assigned to the Remarketing
Agent in the Transaction Documents.



     (b) Unless a Termination Event has occurred prior to such date, if the Company elects to
conduct an Early Remarketing during an Early Remarketing Period selected by the Company pursuant to
the Purchase Contract and Pledge Agreement, the Remarketing Agent shall use its reasonable efforts
to remarket the Remarketed Notes at the applicable Remarketing Price. If the Remarketing Agent is
unsuccessful on the first Early Remarketing Date during such Early Remarketing Period, a subsequent
Remarketing shall be attempted (unless impracticable) by the Remarketing Agent on each of the two
following Early Remarketing Dates in that Early Remarketing Period until a Successful Early
Remarketing occurs. For the avoidance of doubt, the Company shall determine in its sole discretion
if and when to attempt an Early Remarketing, as the Company may postpone an Early Remarketing in
its absolute discretion.



     (c) In the case there is no Successful Early Remarketing during any Early Remarketing Period
or no Early Remarketing occurs on any Early Remarketing Date, if any, and unless a Termination
Event has occurred prior to such date, on the Final Remarketing Date or Dates in the Final
Remarketing Period, the Remarketing Agent shall use its reasonable efforts to remarket the
Remarketed Notes at the applicable Remarketing Price. It is understood and agreed that the
Remarketing on any Final Remarketing Date will be considered successful and no further attempts
will be made if the resulting proceeds are at least equal to the applicable Remarketing Price. The
Company may not postpone a Remarketing during the Final Remarketing Period.



     (d) In connection with each Remarketing, the Remarketing Agent shall determine, in
consultation with the Company, the terms of the Notes, including those which may be modified in
connection with the Remarketing pursuant to the Indenture, including the rate per annum, rounded to
the nearest one-thousandth (0.001) of one percent per annum, that the Notes should bear (the “Reset
Rate”) in order for the Remarketed Notes to have an aggregate market value equal to at least the
applicable Remarketing Price and that in the sole reasonable discretion of the Remarketing Agent
will enable it to remarket all of the Remarketed Notes at no less than the applicable Remarketing
Price in such Remarketing; provided that such rate shall not exceed the maximum interest rate
permitted by applicable law.



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     (e) If, by 4:00 p.m., New York City time, on the applicable Remarketing Date, (1) the
Remarketing Agent is unable to remarket all of the Remarketed Notes, other than to the Company, at
the applicable Remarketing Price pursuant to the terms and conditions hereof or (2) the Remarketing
did not occur on such Remarketing Date because one of the conditions set forth in Section 6 hereof
was not satisfied, a Failed Remarketing shall be deemed to have occurred, and the Remarketing Agent
shall advise by telephone (and promptly deliver a notice in writing thereafter) the Depositary, the
Purchase Contract Agent, the Collateral Agent and the Company of any such Failed Remarketing.
Whether or not there has been a Failed Remarketing will be determined in the sole reasonable
discretion of the Remarketing Agent. In the event of a Failed Remarketing, the applicable interest
rate on the Notes will not be reset, and will continue to be the Coupon Rate set forth in the
Supplemental Indenture.



     (f) In the event of a Successful Remarketing, by approximately 4:30 p.m., New York City time,
on the applicable Remarketing Date, the Remarketing Agent shall advise, by telephone:




	 	(1)	 	the Depositary, the Purchase Contract Agent and the Company
(and promptly deliver a notice in writing thereafter) of the Reset Rate
determined by the Remarketing Agent in such Remarketing and the number of
Remarketed Notes sold in such Remarketing;
	 
	 	(2)	 	each purchaser (or the Depositary Participant thereof) of
Remarketed Notes of the Reset Rate and the number of Remarketed Notes such
purchaser is to purchase;
	 
	 	(3)	 	each such purchaser (if other than a Depositary Participant) to
give instructions to its Depositary Participant to pay the purchase price on
the Remarketing Settlement Date in same day funds against delivery of the
Remarketed Notes purchased through the facilities of the Depositary; and
	 
	 	(4)	 	each such purchaser (or Depositary Participant thereof) that
the Remarketed Notes will not be delivered until the Remarketing Settlement
Date and that if such purchaser wishes to trade the Remarketed Notes that it
has purchased prior to the third Business Day preceding the Remarketing
Settlement Date, such purchaser will have to specify an alternative settlement
cycle at the time of any such trade to prevent failed settlement.





     The Remarketing Agent shall also, if required by the Securities Act, deliver, in conformity
with the requirements of the Securities Act, to each purchaser a Prospectus in connection with the
Remarketing.



     (g) The proceeds from a Successful Remarketing (i) with respect to the Notes underlying the
Applicable Ownership Interests in Notes that are components of the Corporate Units, shall be paid
to the Collateral Agent in accordance with Section 5.02 or 5.03, as applicable, of the Purchase
Contract and Pledge Agreement and (ii) with respect to the Separate Notes, shall be paid to the
Custodial Agent for payment to the holders of such Separate Notes in



P-4









 




accordance with Section 5.02 or 5.03, as applicable, of the Purchase Contract and Pledge
Agreement.




     (h) It is understood and agreed that the Remarketing Agent shall not have any obligation
whatsoever to purchase any Remarketed Notes, whether in the Remarketing or otherwise, and shall in
no way be obligated to provide funds to make payment upon tender of Remarketed Notes for
Remarketing or to otherwise expend or risk its own funds or incur or to be exposed to financial
liability in the performance of its duties under this Agreement. Neither the Company nor the
Remarketing Agent shall be obligated in any case to provide funds to make payment upon tender of
the Remarketed Notes for Remarketing.



Section 3.

Representations and Warranties of the Company.




     The Company represents and warrants (i) on and as of the date any Remarketing Materials are
first distributed in connection with the Remarketing (the “Commencement Date”), (ii) on and as of
the applicable Remarketing Date and (iii) on and as of the Remarketing Settlement Date, that:



     (a) Each of the representations and warranties of the Company as set forth in Section 1 (other
than those made in subsection (h), (i) and (q)) of the Underwriting Agreement is true and correct
as if made on each of the dates specified above; provided that for purposes of this Section 3(a),
any reference in such sections of the Underwriting Agreement to (i) the “Registration Statement”
and the “Prospectus” shall be deemed to refer to such terms as defined herein, (ii) the “Closing
Date” shall be deemed to refer to the Remarketing Settlement Date, (iii) the “Securities” shall be
deemed to refer to the Remarketed Notes, (iv) the “preliminary prospectus” shall be deemed to refer
to the “Preliminary Prospectus,” (v) “Agreement” shall be deemed to refer to this Agreement, (vi)
“Underwriter” shall be deemed to refer to the Remarketing Agent and (vii) “Securities Agreements”
shall be deemed to refer to this Agreement, the Notes and the Indenture.



     (b) The Notes and the Indenture conform in all material respects to the description thereof
contained in the Prospectus, if any.



     (c) No default or an event of default, and no event that with the passage of time or the
giving of notice or both would become an event of default, shall occur and be continuing, under any
of the Securities Agreements (as defined in the Underwriting Agreement).



Section 4.

Fees.




     In the event of a Successful Remarketing of the Remarketed Notes, the Company shall pay the
Remarketing Agent a remarketing fee to be agreed upon in writing by the Company and the Remarketing
Agent prior to any such Remarketing (the “Remarketing Fee”), unless the Company directs the
Remarketing Agent to include such fee in the Remarketing Price and the Remarketing Agent is able to
remarket the Notes for an amount which includes the Remarketing Fee. In any such case, the
Remarketing Agent may deduct the applicable Remarketing Fee from



P-5









 




any amount of the proceeds from the Successful Remarketing in excess of the aggregate
principal amount of Remarketed Notes. Any unpaid portion of the Remarketing Fee shall be paid by
the Company on the Remarketing Settlement Date in cash by wire transfer of immediately available
funds to the account designated by the Remarketing Agent.




Section 5.

Covenants of the Company.




     The Company covenants and agrees as follows:



     (a) If and to the extent the Remarketed Notes are required (in the view of counsel, which need
not be in the form of a written opinion, for either the Remarketing Agent or the Company) to be
registered under the Securities Act as in effect at the time of the Remarketing,




	 	(1)	 	to prepare the Registration Statement and the Prospectus, in a
form approved by the Remarketing Agent, to file any such Prospectus pursuant to
the Securities Act within the period required by the Securities Act and the
rules and regulations thereunder and to use commercially reasonable efforts to
cause the Registration Statement to be declared effective by the Commission
prior to the second Business Day immediately preceding the applicable
Remarketing Date;
	 
	 	(2)	 	to file promptly with the Commission any amendment to the
Registration Statement or the Prospectus or any supplement to the Prospectus
that may, in the reasonable judgment of the Company or the Remarketing Agent,
be required by the Securities Act or requested by the Commission;
	 
	 	(3)	 	to advise the Remarketing Agent, promptly after it receives
notice thereof, of the time when any amendment to the Registration Statement
has been filed or becomes effective or any supplement to the Prospectus or any
amended Prospectus has been filed and to furnish the Remarketing Agent with
copies thereof;
	 
	 	(4)	 	to file promptly all reports and any definitive proxy or
information statements required to be filed by the Company with the Commission
pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to
the date of the Prospectus and for so long as the delivery of a Prospectus is
required in connection with the offering or sale of the Remarketed Notes;
	 
	 	(5)	 	to file all Issuer Free Writing Prospectuses required to be
filed by the Company with the Commission pursuant to Rule 433(d) under the
Securities Act;
	 
	 	(6)	 	to advise the Remarketing Agent, promptly after it receives
notice thereof, of the issuance by the Commission of any stop order or of any
order preventing or suspending the use of the Preliminary Prospectus or the




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	 	 	 	Prospectus, of the suspension of the qualification of any of the Remarketed Notes
for offering or sale in any jurisdiction, of the initiation or threatening of
any proceeding for any such purpose, or of any request by the Commission for
the amending or supplementing of the Registration Statement or the Prospectus
or for additional information, and, in the event of the issuance of any stop
order or of any order preventing or suspending the use of any Preliminary
Prospectus or any Prospectus or suspending any such qualification, to use
promptly its best efforts to obtain its withdrawal;
	 
	 	(7)	 	to furnish promptly to the Remarketing Agent such copies of the
following documents as the Remarketing Agent shall reasonably request: (A)
conformed copies of the Registration Statement as originally filed with the
Commission and each amendment thereto (in each case excluding exhibits); (B)
the Preliminary Prospectus and any amended or supplemented Preliminary
Prospectus; (C) the Prospectus and any amended or supplemented Prospectus; and
(D) any document incorporated by reference in the Prospectus (excluding
exhibits thereto); and, if at any time when delivery of a prospectus (or in
lieu thereof, the notice referred to in Rule 173(a) under the Securities Act)
is required in connection with the Remarketing, any event shall have occurred
as a result of which the Prospectus as then amended or supplemented would
include any untrue statement of a material fact or omit to state any material
fact necessary in order to make the statements therein, in the light of the
circumstances under which they were made when such Prospectus (or in lieu
thereof, the notice referred to in Rule 173(a) under the Securities Act) is
delivered, not misleading, or if for any other reason it shall be necessary
during such same period to amend or supplement the Prospectus or to file under
the Exchange Act any document incorporated by reference in the Prospectus in
order to comply with the Securities Act or the Exchange Act, to notify the
Remarketing Agent and, upon its request, to file such document and to prepare
and furnish without charge to the Remarketing Agent and to any dealer in
securities as many copies as the Remarketing Agent may from time to time
reasonably request of an amended or supplemented Prospectus that will correct
such statement or omission or effect such compliance;
	 
	 	(8)	 	prior to filing with the Commission (A) any amendment to the
Registration Statement or supplement to the Prospectus or (B) any Prospectus
pursuant to Rule 424 under the Securities Act, to furnish a copy thereof to the
Remarketing Agent; and not to file any such amendment or supplement that shall
be reasonably disapproved by the Remarketing Agent;
	 
	 	(9)	 	as soon as practicable, but in any event not later than
eighteen months, after the date of a Successful Remarketing, to make “generally
available to




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	 	 	 	its security holders” an “earnings statement” of the Company and
its subsidiaries complying with (which need not be audited) Section 11(a) of
the Securities Act and the rules and regulations thereunder (including, at the
option of the Company, Rule 158 under the Securities Act). The terms “generally
available to its security holders” and “earnings statement” shall have the
meanings set forth in Rule 158; and
	 
	 	(10)	 	to take such action as the Remarketing Agent may reasonably
request in order to qualify the Remarketed Notes for offer and sale under the
securities or “blue sky” laws of such jurisdictions as the Remarketing Agent
may reasonably request; provided that in no event shall the Company be required
to qualify as a foreign corporation or to file a general consent to service of
process in any jurisdiction.





     (b) To pay: (1) the costs incident to the preparation and printing of the Registration
Statement, if any, any Preliminary Prospectus, any Issuer Free Writing Prospectus, any Prospectus
and any other Remarketing Materials and any amendments or supplements thereto; (2) the costs of
distributing the Registration Statement, if any, any Prospectus and any other Remarketing Materials
and any amendments or supplements thereto; (3) any fees and expenses of qualifying the Remarketed
Notes under the securities laws of the several jurisdictions as provided in Section 5(a)(10) and of
preparing, printing and distributing a Blue Sky Memorandum, if any (including any related
reasonable fees and expenses of counsel to the Remarketing Agent); (4) all other costs and expenses
incident to the performance of the obligations of the Company hereunder and the Remarketing Agent
hereunder; and (5) the reasonable fees and expenses of counsel to the Remarketing Agent in
connection with its duties hereunder.



     (c) To furnish the Remarketing Agent with such information and documents as the Remarketing
Agent may reasonably request in connection with the transactions contemplated hereby, and to make
reasonably available to the Remarketing Agent and any accountant, attorney or other advisor
retained by the Remarketing Agent such information that parties would customarily require in
connection with a due diligence investigation conducted in accordance with applicable securities
laws and to cause the Company’s officers, directors, employees and accountants to participate in
all such discussions and to supply all such information reasonably requested by any such Person in
connection with such investigation.



Section 6.

Conditions to the Remarketing Agent’s Obligations.




     The obligations of the Remarketing Agent hereunder shall be subject to the following
conditions:



     (a) The Prospectus, and any supplement thereto, has been filed in the manner and within the
time period required by Rule 424(b); the Issuer Free Writing Prospectus, if any, and any other
material required to be filed by the Company pursuant to Rule 433(d) under the Securities Act,
shall have been timely filed with the Commission within the applicable time periods prescribed for
such filings by Rule 433; the Company has paid the fees required by the



P-8









 




Commission relating to the Remarketed Notes within the time required by Rule 456(b)(1) without
regard to the proviso therein and otherwise in accordance with Rules 456(b) and 457(r); and no stop
order suspending the effectiveness of the Registration Statement or any notice objecting to its use
shall have been issued and no proceedings for that purpose shall have been instituted or
threatened.




     (b) (1) Trading in the Company’s securities shall not have been suspended by the Commission or
the New York Stock Exchange or trading in securities generally on the NYSE shall not have been
suspended or limited or minimum prices shall not have been established on such exchange; (2) a
banking moratorium shall not have been declared either by U.S. federal or New York State
authorities; or (3) there shall not have occurred any outbreak or escalation of hostilities,
declaration by the United States of a national emergency or war or other calamity or crisis the
effect of which on financial markets is such, in the sole judgment of the Remarketing Agent, as to
prevent or materially impair the Remarketing, or enforcement of contracts for sale, of the
Remarketed Notes.



     (c) The representations and warranties of the Company contained herein shall be true and
correct in all material respects on and as of the applicable Remarketing Date, and the Company, the
Purchase Contract Agent and the Collateral Agent shall have performed in all material respects all
covenants and agreements contained herein or in the Purchase Contract and Pledge Agreement to be
performed on their part at or prior to such Remarketing Date.



     (d) The Company shall have furnished to the Remarketing Agent a certificate, dated the
applicable Remarketing Date, of the Chief Financial Officer satisfactory to the Remarketing Agent
stating that the representations and warranties of the Company in Section 3 are true and correct on
and as of the applicable Remarketing Date and the Company has performed in all material respects
all covenants and agreements contained herein to be performed on its part at or prior to such
Remarketing Date.



     (e) On the applicable Remarketing Date, the Remarketing Agent shall have received a letter
addressed to the Remarketing Agent and dated such date, in form and substance satisfactory to the
Remarketing Agent, of the independent accountants of the Company, containing statements and
information of the type ordinarily included in accountants’ “comfort letters” with respect to
certain financial information contained in the Remarketing Materials, if any.



     (f) Each of (i) outside counsel for the Company reasonably acceptable to the Remarketing
Agent, and (ii) counsel of the Company, shall have furnished to the Remarketing Agent its opinion,
addressed to the Remarketing Agent and dated the applicable Remarketing Date, in form and substance
reasonably satisfactory to the Remarketing Agent addressing such matters as are set forth in such
counsel’s opinion furnished pursuant to Sections 6(b), 6(c) and 6(d), respectively, of the
Underwriting Agreement, adapted as necessary to relate to the securities being remarketed hereunder
and to the Remarketing Materials, if any, or to any changed circumstances or events occurring
subsequent to the date of this Agreement, such adaptations being reasonably acceptable to counsel
to the Remarketing Agent.



P-9









 





     (g) Counsel for the Remarketing Agent, shall have furnished to the Remarketing Agent its
opinion, addressed to the Remarketing Agent and dated the applicable Remarketing Date, in form and
substance reasonably satisfactory to the Remarketing Agent.



     (h) Subsequent to the Commencement Date and prior to the applicable Remarketing Date, there
shall not have been any decrease in the rating of any of the Company’s debt securities by any
“nationally recognized statistical rating organization” (as defined for purposes of Rule 436(g)
under the Securities Act) or any notice given of any intended or potential decrease in any such
rating or of a possible change in any such rating that does not indicate the direction of the
possible change.



Section 7.

Indemnification.




     (a) The Company agrees to indemnify and hold harmless the Remarketing Agent and any person who
controls the Remarketing Agent within the meaning of either Section 15 of the Securities Act or
Section 20 of the Exchange Act from and against any loss, expense, liability or claim (including
the reasonable cost of investigation) which, jointly or severally, the Remarketing Agent or any
such controlling person may incur under the Securities Act or otherwise, insofar as such loss,
expense, liability or claim arised out of or is based upon any untrue statement or alleged untrue
statement of a material fact contained in the Registration Statement or any amendment thereof, any
Preliminary Prospectus, the Preliminary Prospectus taken together with any Issuer Free Writing
Prospectuses used at or prior to the time of the first sale (the “Disclosure Package”) or the
Prospectus or any amendment or supplement thereto, or arises out of or is based upon any omission
or alleged omission to state therein a material fact required to be stated therein or necessary to
make the statements therein not misleading, except insofar as such loss, expense, liability or
claim arises out of or is based upon any alleged untrue statement of a material fact contained (i)
therein in conformity with the information furnished in writing by or on behalf of the Remarketing
Agent to the Company expressly for use in such documents or (ii) in the Form T-1 Statement of
Eligibility under the Trust Indenture Act of the Indenture Trustee or arises out of or is based
upon any alleged omission to state therein a material fact in connection with such information
required to be stated therein or necessary to make such information not misleading. The Company’s
agreement to indemnify the Remarketing Agent or any such controlling person as aforesaid is
expressly conditioned upon the Company being notified of the action in connection therewith brought
against the Remarketing Agent or such controlling person by letter or telegram or facsimile
transmission addressed to the Company with reasonable promptness after the first legal process
which discloses the nature of the liability or claim shall have been served upon the Remarketing
Agent or such controlling person (or after the Remarketing Agent or such controlling person shall
have received notice of such service upon any agent designated by the Remarketing Agent or such
controlling person), but failure so to notify the Company shall not relieve the Company from any
liability which it may have to the Remarketing Agent or to such controlling person otherwise than
on account of the indemnity agreement contained in this Section 7.



     The Company shall assume the defense of any suit brought to enforce any such liability or
claim, including the employment of counsel satisfactory to the Remarketing Agent or such



P-10









 




controlling person and the payment of all expenses. The Remarketing Agent or such controlling
person against whom such suit is brought shall have the right to employ one separate counsel in any
such suit and participate in the defense thereof, but the fees and expenses of such counsel shall
be at the expense of the Remarketing Agent or the expense of such controlling person unless (i) the
employment of such counsel has been specifically authorized by the Company or (ii) the named
parties to any such suit (including any impleaded parties) include the Remarketing Agent or such
controlling person and the Company and the Remarketing Agent or such controlling person shall have
been advised by such counsel that there may be one or more legal defenses available to it which are
different from or additional to those available to the Company, in which case the Company shall not
have the right to assume the defense of such action on the behalf of the Remarketing Agent or on
the behalf of such controlling person, it being understood, however, that the Company shall not, in
connection with any one such action or separate but substantially similar or related actions in the
same jurisdiction arising out of the same general allegations or circumstances, be liable for the
reasonable fees and expenses of more than one separate firm of attorneys (and any required local
counsel) for the Remarketing Agent and such controlling persons, which firm (and local counsel, if
any) shall be designated in writing by the Remarketing Agent. The Company shall not be liable for
any settlement of any such action effected without its consent (which will not be unreasonably
withheld or delayed) unless such settlement includes an unconditional release of the Company from
all liability arising out of such loss, expense, liability or claim.




     The Company agrees to notify the Remarketing Agent with reasonable promptness of the
commencement of any litigation or proceedings against the Company or any of its officers or
directors in connection with the issue and sale of the Securities or with the Registration
Statement, any Preliminary Prospectus, the Disclosure Package, the Prospectus or any amendments or
supplements thereto.



     (b) The Remarketing Agent represents and warrants that the information furnished in writing to
the Company expressly for use with reference to the Remarketing Agent in the Registration
Statement, the Preliminary Prospectus, the Disclosure Package or the Prospectus does not contain
any untrue statement of a material fact and does not omit to state a material fact in connection
with such information required to be stated in the Registration Statement, the Preliminary
Prospectus or the Prospectus or necessary to make such information (in the case of the Preliminary
Prospectus or the Prospectus, in light of the circumstances under which such information was
provided) not misleading.



     The Remarketing Agent agrees to indemnify, defend and hold harmless the Company, its directors
and officers and any person who controls the Company within the meaning of Section 15 of the
Securities Act or Section 20 of the Exchange Act from and against any loss, expense, liability or
claim (including the reasonable cost of investigation) which, jointly or severally, the Company or
any other indemnified person may incur under the Securities Act or otherwise, insofar as such loss,
expense, liability or claim arises out of or is based upon any untrue statement or alleged untrue
statement of a material fact contained in the Registration Statement, any Preliminary Prospectus,
the Disclosure Package, the Prospectus or any amendment or supplement thereto which is in reliance
on and in conformity with information furnished in writing by or on behalf of the Remarketing Agent
to the Company expressly for use with



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reference to the Remarketing Agent, or arises out of or is based upon any omission or alleged
omission to state a material fact in connection with such information required to be stated in any
of such documents or necessary to make such information (in the case of the Preliminary Prospectus,
the Disclosure Package or the Prospectus, in light of the circumstances under which such
information was provided) not misleading. The Remarketing Agent’s agreement to indemnify the
Company and any other indemnified person as aforesaid is expressly conditioned upon the Remarketing
Agent being notified of the action in connection therewith brought against the Company or any other
indemnified person by letter, telegram, or facsimile transmission addressed to it at its address
furnished to the Company for the purpose, with reasonable promptness after the first legal process
which discloses the nature of the liability or claim shall have been served upon the Company or any
other indemnified person (or after the Company or any such person shall have received notice of
such service on any agent designated by the Company or any such person), but failure so to notify
the Remarketing Agent shall not relieve the Remarketing Agent from any liability which it may have
to the Company or any other indemnified person otherwise than on account of the indemnity agreement
contained in this Section 7.




     The Remarketing Agent shall assume the defense of any suit brought to enforce any such
liability or claim, including the employment of counsel satisfactory to the Company or such other
person and the payment of all expenses. The Company or other indemnified person against whom such
suit is brought shall have the right to employ separate counsel in any such suit and participate in
the defense thereof, but the fees and expenses of such counsel shall be at the expense of the
Company or such other indemnified person unless (i) the employment of such counsel has been
specifically authorized by the Remarketing Agent or (ii) the named parties to any suit (including
any impleaded parties) include the Company or such other indemnified person and the Remarketing
Agent, and the Company or such other indemnified person shall have been advised by such counsel
that there may be one or more legal defenses available to it which are different from or additional
to those available to the Remarketing Agent, in which case the Remarketing Agent shall not have the
right to assume the defense of such action on behalf of the Company or such other indemnified
person, it being understood, however, that the Remarketing Agent shall not, in connection with any
one such action or separate but substantially similar or related actions in the same jurisdiction
arising out of the same general allegations or circumstances, be liable for the reasonable fees and
expenses of more than one separate firm of attorneys (and any required local counsel) for the
Company and such person, which firm (and local counsel, if any) shall be designated in writing by
the Company. The Remarketing Agent shall not be liable for any settlement of any such action
effected without its consent (which will not be unreasonably withheld or delayed) unless such
settlement includes an unconditional release of the Remarketing Agent from all liability arising
out of such loss, expense, liability or claim.



Section 8.

Contribution.




     (a) If the indemnification provided for in this Agreement is unavailable to or insufficient to
hold harmless an indemnified party under Sections 7(a) and 7(b) above for any reason other than as
specified therein in respect of any losses, expenses, liabilities or claims



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referred to therein, then each applicable indemnifying party, in lieu of indemnifying such
indemnified party, shall contribute to the amount paid or payable by such indemnified party as a
result of such losses, expenses, liabilities or claims (i) in such proportion as is appropriate to
reflect the relative benefits received by the Company on the one hand and the Remarketing Agent on
the other hand from the remarketing of the Remarketed Notes; or (ii) if the allocation provided in
clause (i) above is not permitted by applicable law, in such proportion as is appropriate to
reflect not only the relative benefits referred to in clause (i) above but also the relative fault
of the Company on the one hand and of the Remarketing Agent on the other hand in connection with
the statements or omissions which resulted in such losses, expenses, liabilities or claims, as well
as any other relevant equitable considerations. The relative benefits received by the Company on
the one hand and the Remarketing Agent on the other hand shall be deemed to be in the same
proportion as the total net proceeds (before deducting expenses) to the Company from the
Remarketing of the Remarketed Notes bears to the total fees received by the Remarketing Agent. The
relative fault of the Company on the one hand and of the Remarketing Agent on the other hand shall
be determined by reference to, among other things, whether the untrue statement or alleged untrue
statement of a material fact or the omission or alleged omission to state a material fact relates
to information supplied by the Company or by the Remarketing Agent and the parties’ relative
intent, knowledge, access to information and opportunity to correct or prevent such statement or
omission. The amount paid or payable by a party as a result of the losses, claims, damages and
liabilities referred to above shall be deemed to include any legal or other fees or expenses
reasonably incurred by such party in connection with investigating or defending any claim or
action.




     (b) The Company and the Remarketing Agent agree that it would not be just or equitable if
contribution pursuant to this Section 8 were determined by pro rata allocation or by any other
method of allocation that does not take account of the equitable considerations referred to in
Section 8(a). The amount paid or payable by an indemnified party as a result of the losses, claims,
damages and liabilities referred to in the immediately preceding paragraph shall be deemed to
include, subject to the limitations set forth above, any legal or other expenses reasonably
incurred by such indemnified party in connection with investigating or defending any such action or
claim. Notwithstanding the provisions of this Section 8, the Remarketing Agent shall not be
required to contribute any amount in excess of the amount by which the Remarketing Fee exceeds the
amount of any damages that the Remarketing Agent have otherwise been required to pay by reason of
such untrue or alleged untrue statement or omission or alleged omission. No person guilty of
fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be
entitled to contribution from any person who was not guilty of such fraudulent misrepresentation.
The remedies provided for in Section 7 and Section 8 are not exclusive and shall not limit any
rights or remedies which may otherwise be available to any indemnified party at law or in equity.



Section 9.

Resignation and Removal of the Remarketing Agent.




     The Remarketing Agent may resign and be discharged from its duties and obligations hereunder,
and the Company may remove the Remarketing Agent, by giving 30 days’ prior written notice, in the
case of a resignation, to the Company and the Purchase Contract Agent and,



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in the case of a removal, to the Remarketing Agent and the Purchase Contract Agent; provided,
however, that no such resignation nor any such removal shall become effective until the Company
shall have appointed at least one nationally recognized broker-dealer as successor Remarketing
Agent and such successor Remarketing Agent shall have entered into a remarketing agreement with the
Company, in which it shall have agreed to conduct the Remarketing in accordance with the
Transaction Documents in all material respects.




     In any such case, the Company will use commercially reasonable efforts to appoint a successor
Remarketing Agent and enter into such a remarketing agreement with such person as soon as
reasonably practicable. The provisions of Section 7 and Section 8 shall survive the resignation or
removal of the Remarketing Agent pursuant to this Agreement.



Section 10.

Dealing in Securities.




     The Remarketing Agent, when acting as the Remarketing Agent or in its individual or any other
capacity, may, to the extent permitted by law, buy, sell, hold and deal in any of the Remarketed
Notes, Corporate Units, Treasury Units or any of the securities of the Company (collectively, the
“Securities”). The Remarketing Agent may exercise any vote or join in any action which any
beneficial owner of such Securities may be entitled to exercise or take pursuant to the Indenture
with like effect as if it did not act in any capacity hereunder. The Remarketing Agent, in its
individual capacity, either as principal or agent, may also engage in or have an interest in any
financial or other transaction with the Company as freely as if it did not act in any capacity
hereunder.



Section 11.

Remarketing Agent’s Performance; Duty of Care.




     The duties and obligations of the Remarketing Agent shall be determined solely by the express
provisions of this Agreement and the Transaction Documents. No implied covenants or obligations of
or against the Remarketing Agent shall be read into this Agreement or any of the Transaction
Documents. In the absence of bad faith on the part of the Remarketing Agent, the Remarketing Agent
may conclusively rely upon any document furnished to it, as to the truth of the statements
expressed in any of such documents. The Remarketing Agent shall be protected in acting upon any
document or communication reasonably believed by it to have been signed, presented or made by the
proper party or parties except as otherwise set forth herein. The Remarketing Agent shall have no
obligation to determine whether there is any limitation under applicable law on the Reset Rate on
the Notes or, if there is any such limitation, the maximum permissible Reset Rate on the Notes, and
it shall rely solely upon written notice from the Company (which the Company agrees to provide
prior to the eighth Business Day before the applicable Remarketing Date) as to whether or not there
is any such limitation and, if so, the maximum permissible Reset Rate. The Remarketing Agent,
acting under this Agreement, shall incur no liability to the Company or to any holder of Remarketed
Notes in its individual capacity or as Remarketing Agent for any action or failure to act, on its
part in connection with a Remarketing or otherwise, except if such liability is (i) judicially
determined to have resulted from its failure to comply with the material terms of this Agreement or
bad faith, gross



P-14









 




negligence or willful misconduct on its part or (ii) determined pursuant to Section 7 or 8 of
this Agreement. The provisions of this Section 11 shall survive the termination of this Agreement
and shall survive the resignation or removal of the Remarketing Agent pursuant to this Agreement.




Section 12.

Termination.




     This Agreement shall automatically terminate (i) as to the Remarketing Agent on the effective
date of the resignation or removal of the Remarketing Agent pursuant to Section 9 and (ii) on the
earlier of (x) the occurrence of a Termination Event and (y) the Business Day immediately following
the Purchase Contract Settlement Date. If this Agreement is terminated pursuant to any of the other
provisions hereof, except as otherwise provided herein, the Company shall not be under any
liability to the Remarketing Agent and the Remarketing Agent shall not be under any liability to
the Company, except that if this Agreement is terminated by the Remarketing Agent because of any
failure or refusal on the part of the Company to comply with the terms or to fulfill any of the
conditions of this Agreement, the Company will reimburse the Remarketing Agent for all of its
out-of-pocket expenses (including the fees and disbursements of its counsel) reasonably incurred by
it. Notwithstanding any termination of this Agreement, in the event there has been a Successful
Remarketing, the obligations set forth in Section 4 hereof shall survive and remain in full force
and effect until all amounts payable under said Section 4 shall have been paid in full. In
addition, Sections 7, 8 and 11 hereof shall survive the termination of this Agreement or the
resignation or removal of the Remarketing Agent.



Section 13.

Notices.




     All statements, requests, notices and agreements hereunder shall be in writing, and:




	 	(a)	 	if to the Remarketing Agent, shall be delivered or sent by mail, telex or
facsimile transmission to: [_______________________];
	 
	 	(b)	 	if to the Company, shall be delivered or sent by mail, telex or facsimile
transmission to:




Johnson Controls, Inc.

Mailbox X-32

5757 North Green Bay Avenue

Post Office Box 591

Milwaukee, Wisconsin 53201-0591

Telecopier No.: (414) 524-2077

Attention: Treasurer



With a copy to:



Mailbox X-40

5757 North Green Bay Avenue




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Post Office Box 591

Milwaukee, Wisconsin 53201-0591

Telecopier No.: (414) 524-2443

Attention: General Counsel; and





	 	(c)	 	if to the Purchase Contract Agent, shall be delivered or sent by mail or
facsimile transmission to:




U.S. Bank National Association

100 Wall Street

New York, New York 10005

Tel: (212) 361-2505

Fax: (212) 809-4993

Attention: Patrick J. Crowley, Vice President




     Any such statements, requests, notices or agreements shall take effect at the time of receipt
thereof.



Section 14.

Persons Entitled to Benefit of Agreement.




     This Agreement shall inure to the benefit of and be binding upon each party hereto and its
respective successors. This Agreement and the terms and provisions hereof are for the sole benefit
of only those persons, except that (x) the representations, warranties, indemnities and agreements
of the Company contained in this Agreement shall also be deemed to be for the benefit of the
Remarketing Agent and the person or persons, if any, who control the Remarketing Agent within the
meaning of Section 15 of the Securities Act and (y) the indemnity agreement of the Remarketing
Agent contained in Section 7 of this Agreement shall be deemed to be for the benefit of the
Company’s directors and officers who sign the Registration Statement, if any, and any person
controlling the Company within the meaning of Section 15 of the Securities Act. Nothing contained
in this Agreement is intended or shall be construed to give any person, other than the persons
referred to herein, any legal or equitable right, remedy or claim under or in respect of this
Agreement or any provision contained herein.



Section 15.

Survival.




     The respective agreements, representations, warranties, indemnities and other statements of
the Company or its officers and the Remarketing Agent set forth in or made pursuant to this
Agreement will remain in full force and effect, regardless of any investigation made by or on
behalf of the Remarketing Agent, the Company or any of the indemnified persons referred to in
Section 7 hereof, and will survive delivery of the Remarketed Notes. The provisions of Sections 7,
8 and 11 shall survive the termination and cancellation of this Agreement.



Section 16.

Governing Law.




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     THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE
OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED WHOLLY WITHIN SUCH STATE.



Section 17.

Judicial Proceedings.




     Each party hereto expressly accepts and irrevocably submits to the nonexclusive jurisdiction
of the United States District Court for the Southern District of New York and of any New York state
court sitting in New York City for the purposes of all legal proceedings arising out of or relating
to this Agreement or the transactions contemplated hereby. Each party irrevocably waives, to the
fullest extent permitted by applicable law, any objection which it may now or hereafter have to the
laying of the venue of any such proceeding brought in such a court and any claim that any such
proceeding brought in such a court has been brought in an inconvenient forum.



Section 18.

Counterparts.




     This Agreement may be executed in one or more counterparts and, if executed in more than one
counterpart, the executed counterparts shall each be deemed to be an original but all such
counterparts shall together constitute one and the same instrument.



Section 19.

Headings.




     The headings herein are inserted for convenience of reference only and are not intended to be
part of, or to affect the meaning or interpretation of, this Agreement.



Section 20.

Severability.




     If any provision of this Agreement shall be held or deemed to be or shall, in fact, be
invalid, inoperative or unenforceable as applied in any particular case in any or all jurisdictions
because it conflicts with any provisions of any constitution, statute, rule or public policy or for
any other reason, then, to the extent permitted by law, such circumstances shall not have the
effect of rendering the provision in question invalid, inoperative or unenforceable in any other
case, circumstance or jurisdiction, or of rendering any other provision or provisions of this
Agreement invalid, inoperative or unenforceable to any extent whatsoever.



Section 21.

Amendments.




     This Agreement may be amended by an instrument in writing signed by the parties hereto. Each
of the Company and the Purchase Contract Agent agrees that it will not enter into, cause or permit
any amendment or modification of the Transaction Documents or any other



P-17









 




instruments or agreements relating to the Applicable Ownership Interests in Notes, the Notes or the
Corporate Units that would in any way adversely affect the rights, duties and obligations of the
Remarketing Agent, without the prior written consent of the Remarketing Agent.




Section 22.

Successors and Assigns.




     Except in the case of a succession pursuant to the terms of the Purchase Contract and Pledge
Agreement, the rights and obligations of the Company hereunder may not be assigned or delegated to
any other Person without the prior written consent of the Remarketing Agent. The rights and
obligations of the Remarketing Agent hereunder may not be assigned or delegated to any other Person
(other than an affiliate of the Remarketing Agent) without the prior written consent of the
Company.



     If the foregoing correctly sets forth the agreement by and between the Company, the
Remarketing Agent and the Purchase Contract Agent, please indicate your acceptance in the space
provided for that purpose below.



Section 23.

Rights of the Purchase Contract Agent.




     Notwithstanding any other provisions of this Agreement, the Purchase Contract Agent shall be
entitled to all the rights, protections and privileges granted to the Purchase Contract Agent in
the Purchase Contract and Pledge Agreement.



[SIGNATURES ON THE FOLLOWING PAGE]




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	 	Very truly yours,



JOHNSON CONTROLS, INC.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



	 	 	 	 	 
	CONFIRMED AND ACCEPTED:





[_______________________],

as Remarketing Agent

 	 	 
	By:  	 	 	 
	 	Name:  	 	 	 
	 	Title:  	 	 	 
	 
	U.S. BANK NATIONAL ASSOCIATION,

not individually, but solely as Purchase Contract

Agent and as attorney-in-fact for the Holders of

the Purchase Contracts

 	 	 
	By:  	 	 	 
	 	Name:  	Patrick J. Crowley 	 	 
	 	Title:  	Vice President 	 	 
	 




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