exv4w3






Exhibit 4.3




Great Plains Energy Incorporated




and




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




as Purchase Contract Agent,




and




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




as Collateral Agent, Custodial Agent and Securities Intermediary




PURCHASE CONTRACT AND PLEDGE AGREEMENT




Dated as of May 18, 2009




 









 





TABLE OF CONTENTS




 






	 	 	 	 	 
	 	 	Page	 
	ARTICLE 1

	Definitions and Other Provisions of General Application

	 
	 	 	 	 
	Section 1.01. Definitions
	 	 	1	 
	Section 1.02. Compliance Certificates and Opinions
	 	 	25	 
	Section 1.03. Form of Documents Delivered to Purchase Contract Agent
	 	 	26	 
	Section 1.04. Acts of Holders; Record Dates
	 	 	27	 
	Section 1.05. Notices
	 	 	28	 
	Section 1.06. Notice to Holders; Waiver
	 	 	29	 
	Section 1.07. Effect of Headings and Table of Contents
	 	 	29	 
	Section 1.08. Successors and Assigns
	 	 	29	 
	Section 1.09. Separability Clause
	 	 	29	 
	Section 1.10. Benefits of Agreement
	 	 	29	 
	Section 1.11. Governing Law; Waiver of Jury Trial
	 	 	30	 
	Section 1.12. Legal Holidays
	 	 	30	 
	Section 1.13. Counterparts
	 	 	31	 
	Section 1.14. Inspection of Agreement
	 	 	31	 
	Section 1.15. Appointment of Financial Institution as Agent for the Company
	 	 	31	 
	Section 1.16. No Waiver
	 	 	31	 
	 
	 	 	 	 
	ARTICLE 2

	Certificate Forms

	 
	 	 	 	 
	Section 2.01. Forms of Certificates Generally
	 	 	31	 
	Section 2.02. Form of Purchase Contract Agent’s Certificate of Authentication
	 	 	32	 
	 
	 	 	 	 
	ARTICLE 3

	The Units

	 
	 	 	 	 
	Section 3.01. Amount; Form and Denominations
	 	 	32	 
	Section 3.02. Rights and Obligations Evidenced by the Certificates
	 	 	32	 
	Section 3.03. Execution, Authentication, Delivery and Dating
	 	 	33	 
	Section 3.04. Temporary Certificates
	 	 	34	 
	Section 3.05. Registration; Registration of Transfer and Exchange
	 	 	35	 
	Section 3.06. Book-entry Interests
	 	 	36	 
	Section 3.07. Notices to Holders
	 	 	37	 
	Section 3.08. Appointment of Successor Depositary
	 	 	38	 
	Section 3.09. Definitive Certificates
	 	 	38	 






 









 






	 	 	 	 	 
	 	 	Page	 
	Section 3.10. Mutilated, Destroyed, Lost and Stolen Certificates
	 	 	38	 
	Section 3.11. Persons Deemed Owners
	 	 	40	 
	Section 3.12. Cancellation
	 	 	41	 
	Section 3.13. Creation of Treasury Units by Substitution of Treasury Securities
	 	 	42	 
	Section 3.14. Recreation of Corporate Units
	 	 	45	 
	Section 3.15. Transfer of Collateral Upon Occurrence of Termination Event
	 	 	46	 
	Section 3.16. No Consent to Assumption
	 	 	49	 
	Section 3.17. Substitutions
	 	 	49	 
	 
	 	 	 	 
	ARTICLE 4

	The Notes

	 
	 	 	 	 
	Section 4.01. Interest Payments; Rights to Interest Payments Preserved
	 	 	49	 
	Section 4.02. Payments Prior to or on Purchase Contract Settlement Date
	 	 	51	 
	Section 4.03. Notice and Voting
	 	 	52	 
	Section 4.04. Special Event Redemption
	 	 	53	 
	Section 4.05. Payments to Purchase Contract Agent
	 	 	54	 
	Section 4.06. Payments Held in Trust
	 	 	54	 
	 
	 	 	 	 
	ARTICLE 5

	The Purchase Contracts

	 
	 	 	 	 
	Section 5.01. Purchase of Shares of Common Stock
	 	 	55	 
	Section 5.02. Early Remarketing
	 	 	57	 
	Section 5.03. Cash Settlement; Final Remarketing; Payment of Purchase Price
	 	 	60	 
	Section 5.04. Issuance of Shares of Common Stock
	 	 	69	 
	Section 5.05. Adjustment of each Fixed Settlement Rate
	 	 	70	 
	Section 5.06. Notice of Adjustments and Certain Other Events
	 	 	85	 
	Section 5.07. Termination Event; Notice
	 	 	86	 
	Section 5.08. Early Settlement
	 	 	87	 
	Section 5.09. No Fractional Shares
	 	 	91	 
	Section 5.10. Charges and Taxes
	 	 	91	 
	Section 5.11. Contract Adjustment Payments
	 	 	91	 
	Section 5.12. Deferral of Contract Adjustment Payments
	 	 	98	 
	 
	 	 	 	 
	ARTICLE 6

	Rights and Remedies of Holders

	 
	 	 	 	 
	Section 6.01. Unconditional Right of Holders to Receive
Contract Adjustment Payments and to Purchase Shares of
Common Stock
	 	 	101	 
	Section 6.02. Restoration of Rights and Remedies
	 	 	101	 
	Section 6.03. Rights and Remedies Cumulative
	 	 	101	 
	Section 6.04. Delay or Omission Not Waiver
	 	 	101	 
	Section 6.05. Undertaking for Costs
	 	 	101	 
	Section 6.06. Waiver of Stay or Extension Laws
	 	 	102	 






ii









 






	 	 	 	 	 
	 	 	Page	 
	ARTICLE 7

	The Purchase Contract Agent

	 
	 	 	 	 
	Section 7.01. Certain Duties and Responsibilities
	 	 	102	 
	Section 7.02. Notice of Default
	 	 	104	 
	Section 7.03. Certain Rights of Purchase Contract Agent
	 	 	104	 
	Section 7.04. Not Responsible for Recitals or Issuance of Units
	 	 	106	 
	Section 7.05. May Hold Units
	 	 	106	 
	Section 7.06. Money Held in Custody
	 	 	106	 
	Section 7.07. Compensation and Reimbursement
	 	 	106	 
	Section 7.08. Corporate Purchase Contract Agent Required; Eligibility
	 	 	107	 
	Section 7.09. Resignation and Removal; Appointment of Successor
	 	 	108	 
	Section 7.10. Acceptance of Appointment by Successor
	 	 	109	 
	Section 7.11. Merger, Conversion, Consolidation or Succession to Business
	 	 	110	 
	Section 7.12. Preservation of Information; Communications to Holders
	 	 	110	 
	Section 7.13. No Obligations of Purchase Contract Agent
	 	 	110	 
	Section 7.14. Tax Compliance
	 	 	111	 
	 
	 	 	 	 
	ARTICLE 8

	Supplemental Agreements

	 
	 	 	 	 
	Section 8.01. Supplemental Agreements without Consent of Holders
	 	 	111	 
	Section 8.02. Supplemental Agreements with Consent of Holders
	 	 	112	 
	Section 8.03. Execution of Supplemental Agreements
	 	 	114	 
	Section 8.04. Effect of Supplemental Agreements
	 	 	114	 
	Section 8.05. Reference to Supplemental Agreements
	 	 	114	 
	 
	 	 	 	 
	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
	 	 	114	 
	Section 9.02. Rights and Duties of Successor Person
	 	 	115	 
	Section 9.03. Officers’ Certificate and Opinion of Counsel Given to Purchase Contract Agent
	 	 	116	 
	 
	 	 	 	 
	ARTICLE 10

	Covenants

	 
	 	 	 	 
	Section 10.01. Performance under Purchase Contracts
	 	 	116	 
	Section 10.02. Maintenance of Office or Agency
	 	 	116	 
	Section 10.03. Company to Reserve Common Stock
	 	 	117	 
	Section 10.04. Covenants as to Common Stock; Listing
	 	 	117	 
	Section 10.05. Statements of Officers of the Company as to Default
	 	 	117	 
	Section 10.06. ERISA
	 	 	118	 
	Section 10.07. Tax Treatment
	 	 	118	 
	Section 10.08. Remarketing Agreement
	 	 	118	 






iii









 






	 	 	 	 	 
	 	 	Page	 
	ARTICLE 11

	Pledge

	 
	 	 	 	 
	Section 11.01. Pledge
	 	 	118	 
	Section 11.02. Termination
	 	 	119	 
	 
	 	 	 	 
	ARTICLE 12

	Administration of Collateral

	 
	 	 	 	 
	Section 12.01. Initial Deposit of Notes
	 	 	119	 
	Section 12.02. Establishment of Collateral Account
	 	 	119	 
	Section 12.03. Treatment as Financial Assets
	 	 	120	 
	Section 12.04. Sole Control by Collateral Agent
	 	 	120	 
	Section 12.05. Jurisdiction
	 	 	120	 
	Section 12.06. No Other Claims
	 	 	120	 
	Section 12.07. Investment and Release
	 	 	121	 
	Section 12.08. Statements and Confirmations
	 	 	121	 
	Section 12.09. Tax Allocations
	 	 	121	 
	Section 12.10. No Other Agreements
	 	 	121	 
	Section 12.11. Powers Coupled with an Interest
	 	 	121	 
	Section 12.12. Waiver of Lien; Waiver of Set-off
	 	 	121	 
	 
	 	 	 	 
	ARTICLE 13

	Rights and Remedies of the Collateral Agent

	 
	 	 	 	 
	Section 13.01. Rights and Remedies of the Collateral Agent 
	 	 	122	 
	 
	 	 	 	 
	ARTICLE 14

	Representations and Warranties to Collateral Agent; Holder Covenants

	 
	 	 	 	 
	Section 14.01. Representations and Warranties
	 	 	123	 
	Section 14.02. Covenants
	 	 	124	 
	 
	 	 	 	 
	ARTICLE 15

	The Collateral Agent, the Custodial Agent and the Securities Intermediary

	 
	 	 	 	 
	Section 15.01. Appointment, Powers and Immunities
	 	 	125	 
	Section 15.02. Instructions of the Company
	 	 	126	 
	Section 15.03. Reliance by Collateral Agent, Custodial Agent and Securities Intermediary
	 	 	126	 
	Section 15.04. Certain Rights
	 	 	126	 
	Section 15.05. Merger, Conversion, Consolidation or Succession to Business
	 	 	127	 
	Section 15.06. Rights in Other Capacities
	 	 	127	 






iv









 






	 	 	 	 	 
	 	 	Page	 
	Section 15.07. Non-reliance on the Collateral Agent, Custodial Agent And Securities
Intermediary
	 	 	128	 
	Section 15.08. Compensation and Indemnity
	 	 	128	 
	Section 15.09. Failure to Act
	 	 	129	 
	Section 15.10. Resignation of Collateral Agent, the Custodial Agent and the Securities
Intermediary
	 	 	130	 
	Section 15.11. Right to Appoint Agent or Advisor
	 	 	131	 
	Section 15.12. Survival
	 	 	131	 
	Section 15.13. Exculpation
	 	 	131	 
	Section 15.14. Expenses, Etc.
	 	 	132	 
	Section 15.15. Force Majeure
	 	 	132	 
	 
	 	 	 	 
	ARTICLE 16

	Miscellaneous

	 
	 	 	 	 
	Section 16.01. Security Interest Absolute
	 	 	133	 
	Section 16.02. Notice of Special Event, Special Event Redemption and Termination Event
	 	 	133	 






v









 





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 After Failed Final Remarketing
	 
	 	 	 	 
	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






vi









 





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



RECITALS




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



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



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



     NOW, THEREFORE, the parties hereto agree as follows:



ARTICLE 1

Definitions and Other Provisions of General Application




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



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



 









 





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



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



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



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



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



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



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



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



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



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



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



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



2









 






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




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




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



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



3









 







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



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



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



4









 







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



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



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



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



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



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



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



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



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



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



5









 





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



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



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



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



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



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



     “Collateral” means the collective reference to:



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



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



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



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



6









 







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



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



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



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



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



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



7









 





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



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



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



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



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



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



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



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



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



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



8









 







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



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



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



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



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



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



     “DTC” means The Depository Trust Company.



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



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



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



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



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



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



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



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



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



9









 





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



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



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



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



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



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



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



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



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



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



     “Fundamental Change” means



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



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



10









 







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



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



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



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



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



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



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



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



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



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



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



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



11









 





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



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



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



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



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



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



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



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



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



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



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



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



12









 





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



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



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



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



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



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



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



13









 





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



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



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



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



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



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



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



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



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



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



14









 





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



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



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



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



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



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



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



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



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



15









 







Company and the Holder as the mutilated, destroyed, lost or stolen Treasury Units Certificate.



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



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



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



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



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



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



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



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



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



16









 





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



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



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



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



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



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



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



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



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



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



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



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



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



17









 





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



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



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



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



     “Remarketing Treasury Portfolio” means:



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



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



18









 







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



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



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



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



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



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



19









 







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



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



     “Reorganization Event” means:



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



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



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



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



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



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



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



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



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



20









 







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



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



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



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



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



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



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



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



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



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



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



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



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



21









 





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



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



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



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



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



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



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



     “Stated Amount” means $50.



22









 





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



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



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



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



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



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



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



     (i) at any time on or prior to the Purchase Contract Settlement Date, a decree or order by a
court having jurisdiction in the premises shall have been entered adjudging the Company a bankrupt
or insolvent, or approving as properly filed a petition seeking reorganization of the Company under
the Bankruptcy Code or any other similar applicable Federal or state law and if such judgment,
decree or order shall have been entered more than 60 days prior to the Purchase Contract Settlement
Date, such decree or order shall have continued undischarged and unstayed for a period of 60 days;



     (ii) at any time on or prior to the Purchase Contract Settlement Date, a decree or order of a
court having jurisdiction in the premises for the appointment of a receiver or liquidator or
trustee or assignee (or other similar official) in bankruptcy or insolvency of the Company or of
all or substantially all of its property, or for the winding up or liquidation of its affairs,
shall have been entered and if such decree or order shall have been entered more than 60 days prior
to the Purchase Contract Settlement Date, such judgment, decree or order shall have continued
undischarged and unstayed for a period of 60 days; or



     (iii) at any time on or prior to the Purchase Contract Settlement Date, the Company shall
institute proceedings to be adjudicated a voluntary bankrupt, or shall consent to the filing of a
bankruptcy proceeding against it, or shall file a petition or answer or consent seeking
reorganization under the Bankruptcy Code or any other similar applicable Federal or state law, or
shall consent to the filing of any such petition, or shall consent to the appointment of a receiver
or liquidator or trustee or assignee (or other similar official) in bankruptcy or insolvency of it



23









 







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



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



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



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



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



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



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



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



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



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



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



24









 







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



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



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



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



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



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



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



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



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



     Section 1.02. Compliance Certificates and Opinions. Except as otherwise expressly provided
by this Agreement, upon any application or request by the Company to the Purchase Contract Agent to
take any action in accordance with any provision of this Agreement, the Company shall furnish to
the Purchase



25









 







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



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




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




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




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




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



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



26









 





     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



27









 







has previously been set pursuant to this paragraph (whereupon the record date previously set
shall automatically and with no action by any Person be cancelled and be of no effect), and nothing
contained in this paragraph shall be construed to render ineffective any action taken by Holders of
the requisite number of Outstanding Units on the date such action is taken. Promptly after any
record date is set pursuant to this paragraph, the Company, at its own expense, shall cause notice
of such record date, the proposed action by Holders and the applicable Expiration Date to be given
to the Purchase Contract Agent in writing and to each Holder in the manner set forth in Section
1.06.



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



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



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


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

2 North LaSalle Street,

Suite 1020

Chicago, IL 60602

Tel:     (312) 827-8500

Fax:     (312) 827-8542

Attention: Global Corporate Trust




28









 





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



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



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



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



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



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



29









 





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



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



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



30









 







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



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



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



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



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



ARTICLE 2

Certificate Forms




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



31









 





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



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



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



ARTICLE 3

The Units




     Section 3.01. Amount; Form and Denominations. The aggregate number of Units evidenced by
Certificates authenticated, executed on behalf of the Holders and delivered hereunder is limited to
5,750,000 Units, except for Certificates authenticated, executed and delivered upon registration of
transfer of, in exchange for, or in lieu of, other Certificates pursuant to Section 3.04, Section
3.05, Section 3.10, Section 3.13, Section 3.14 or Section 8.05.



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



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



32









 







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



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



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



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



33









 





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



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



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



     Each Certificate shall be dated the date of its authentication.



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



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



     If temporary Certificates are issued, the Company will cause definitive Certificates to be
prepared without unreasonable delay. After the preparation of definitive Certificates, the
temporary Certificates shall be exchangeable for definitive Certificates upon surrender of the
temporary Certificates at the Corporate Trust Office in The City of New York, which is located at
101 Barclay Street, New York, New York 10286, at the expense of the Company and without



34









 







charge to the Holder. Upon surrender for cancellation of any one or more temporary
Certificates, the Company shall execute and deliver to the Purchase Contract Agent, and the
Purchase Contract Agent shall authenticate, execute on behalf of the Holder, and deliver in
exchange therefor, one or more definitive Certificates of like tenor and denominations and
evidencing a like number of Units as the temporary Certificate or Certificates so surrendered.
Until so exchanged, the temporary Certificates shall in all respects evidence the same benefits and
the same obligations with respect to the Units evidenced thereby as definitive Certificates.



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



     Upon surrender for registration of transfer of any Certificate at the Corporate Trust Office
in The City of New York, which is located at 101 Barclay Street, New York, New York 10286, the
Company shall execute and deliver to the Purchase Contract Agent, and the Purchase Contract Agent
shall authenticate, execute on behalf of the designated transferee or transferees, and deliver, in
the name of the designated transferee or transferees, one or more new Certificates of any
authorized denominations, of like tenor, and evidencing a like number of Corporate Units or
Treasury Units, as the case may be.



     At the option of the Holder, Certificates may be exchanged for other Certificates, of any
authorized denominations and evidencing a like number of Corporate Units or Treasury Units, as the
case may be, upon surrender of the Certificates to be exchanged at the Corporate Trust Office in
The City of New York, which is located at 101 Barclay Street, New York, New York 10286. Whenever
any Certificates are so surrendered for exchange, the Company shall execute and deliver to the
Purchase Contract Agent, and the Purchase Contract Agent shall authenticate, execute on behalf of
the Holder, and deliver the Certificates which the Holder making the exchange is entitled to
receive.



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



35









 





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



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



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




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




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



     Section 3.06. Book-entry Interests. The Certificates will be issued in the form of one or
more fully registered Global Certificates, to be delivered to the Depositary or its custodian by,
or on behalf of, the Company. The Company hereby designates DTC as the initial Depositary. Such
Global Certificates shall initially be registered on the Security Register in the name of Cede &
Co., the



36









 







nominee of the Depositary, and no Beneficial Owner will receive a definitive Certificate
representing such Beneficial Owner’s interest in such Global Certificate, except as provided in
Section 3.09. The Purchase Contract Agent shall enter into an agreement with the Depositary if so
requested by the Company. Following the issuance of such Global Certificates and unless and until
definitive, and fully registered Certificates have been issued to Beneficial Owners pursuant to
Section 3.09:



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



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



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



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


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




     Section 3.07. Notices to Holders. Whenever a notice or other communication to the Holders is
required to be given under this Agreement, the Company or the Company’s agent shall give such
notices and communications to the Holders and, with respect to any Units registered in the name of
the Depositary or the nominee of the Depositary, the Company or the Company’s agent shall, except
as set forth herein, have no obligations to the Beneficial Owners.



37









 





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



     Section 3.09. Definitive Certificates.



     If:



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



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



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


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




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



     If there shall be delivered to the Company and the Purchase Contract Agent (i) evidence to
their satisfaction of the destruction, loss or theft of any Certificate, and (ii) such security or
indemnity as may be required by them to hold each of them and any agent of any of them harmless,
then, in the absence of



38









 







notice to the Company or the Purchase Contract Agent that such Certificate has been acquired
by a protected purchaser, the Company shall execute and deliver to the Purchase Contract Agent, and
the Purchase Contract Agent shall authenticate, execute on behalf of the Holder, and deliver to the
Holder, in lieu of any such destroyed, lost or stolen Certificate, a new Certificate, evidencing
the same number of Corporate Units or Treasury Units, as the case may be, and bearing a Certificate
number not contemporaneously outstanding.



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




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




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



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



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



39









 







equally and proportionately with any and all other Certificates delivered hereunder.



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



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



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



40









 







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



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



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



41









 





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



     Section 3.13. Creation of Treasury Units by Substitution of Treasury Securities. (a) Subject
to the conditions set forth in this Agreement, and subject to the limitations on a Collateral
Substitution in connection with an Early Remarketing as set forth under Section 5.02 below, a
Holder of Corporate Units may, at any time from and after the date of this Agreement and prior to
4:00 p.m. (New York City time) on the seventh Business Day immediately preceding the Purchase
Contract Settlement Date (other than during the Restricted Period), effect a Collateral
Substitution and separate the Notes underlying the Pledged Applicable Ownership Interests in Notes
in respect of such Holder’s Corporate Units by substituting for such Pledged Applicable Ownership
Interests in Notes, Treasury Securities in an aggregate principal amount at maturity equal to the
aggregate principal amount of the Notes underlying the Pledged Applicable Ownership Interests in
Notes; provided that Holders may make Collateral Substitutions only in integral multiples of 20
Corporate Units. To effect such substitution, the Holder must:



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



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



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



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



42









 







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



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



     (i) cancel the related Corporate Units;



     (ii) Transfer the Notes to the Holder; and



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



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



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



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



43









 





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



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



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



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



44









 







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



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



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



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



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



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



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



45









 







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



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



     (i) cancel the related Treasury Units;



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



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



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



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



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



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



46









 







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




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




     (ii) any Pledged Treasury Securities;




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




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


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




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




47











 




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




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



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



48









 







in the name of the Purchase Contract Agent or its nominee in trust for the benefit of such
Holder, until the earlier to occur of:




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




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



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



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



ARTICLE 4

The Notes




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



49









 





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



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



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



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



50









 







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



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



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



51









 







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



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



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




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




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




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



52









 




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




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



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



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



53









 







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



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



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



54









 





ARTICLE 5

The Purchase Contracts




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




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




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




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


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




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



55









 







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



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



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



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




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




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




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




     (iv) consents to the provisions hereof; and



56









 






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



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



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



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



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



     Section 5.02. Early Remarketing.



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



57









 




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





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



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




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




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




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



59









 






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




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



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




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



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




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




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




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




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




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



61









 




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




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



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



62









 





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




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




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



63









 







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




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



64









 







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




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




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



65









 







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




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




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



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




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




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



66









 







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




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




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




     (v) the range of possible Remarketing Fees.



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



67









 







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



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



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



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



68









 







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



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



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



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



69









 







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



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




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



SR1
 =SR0  X (OS1 / OS0)



where,




	 	 	 	 	 
	SR0

	 	=
	 	the Fixed Settlement Rate in effect immediately prior to the close of
business on the record date for such dividend or distribution or immediately prior to
the open of business on the effective date for such subdivision or combination, as
the case may be;
	 
	 	 	 	 
	SR1

	 	=
	 	the Fixed Settlement Rate in effect immediately after the close of
business on such record date or such effective date, as the case may be;
	 
	 	 	 	 
	OS0

	 	=
	 	the number of shares of Common Stock outstanding immediately prior to the
close of business on such record date






70









 






	 	 	 	 	 
	 

	 	 	 	or such effective date, as the case may be, in each case, prior to giving
effect to such event; and
	 
	 	 	 	 
	OS1

	 	=
	 	the number of shares of Common Stock that would be outstanding
immediately after, and solely as a result of, such event.







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



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



SR1 = SR0  X (OS0+X) / (OS0+Y)



where,




	 	 	 	 	 
	SR0

	 	=
	 	the Fixed Settlement Rate in effect immediately prior to the close of
business on the record date for such issuance;
	 
	 	 	 	 
	SR1

	 	=
	 	the Fixed Settlement Rate in effect immediately after the close of
business on such record date;
	 
	 	 	 	 
	OS0

	 	=
	 	the number of shares of Common Stock outstanding immediately prior to the
close of business on the record date for such issuance;
	 
	 	 	 	 
	X

	 	=
	 	the total number of shares of Common Stock issuable pursuant to such
rights, options or warrants; and






71









 






	 	 	 	 	 
	Y

	 	=
	 	the aggregate price payable to exercise such rights, options or warrants
divided by the average of the Closing Price of the Common Stock over each of the ten
consecutive Trading Days immediately preceding, but excluding, the announcement of
the issuance of such rights, options or warrants.







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




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




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



72









 





SR1 = SR0  x SP0  / (SP0  - FMV)



where,




	 	 	 	 	 
	SR0

	 	=
	 	the Fixed Settlement Rate in effect immediately prior to the close of
business on the record date for such dividend or distribution;
	 
	 	 	 	 
	SR1

	 	=
	 	the Fixed Settlement Rate in effect immediately after the close of
business on such record date;
	 
	 	 	 	 
	SP0

	 	=
	 	the Current Market Price of the Common Stock as of the record date for
such dividend or distribution; and
	 
	 	 	 	 
	FMV

	 	=
	 	the fair market value (as determined in good faith by the Board of
Directors, whose good faith determination will be conclusive), on the record date for
such dividend or distribution, of the shares of capital stock, rights to acquire
capital stock, evidences of indebtedness or assets so distributed, expressed as an
amount per share of Common Stock.





Such adjustment shall become effective immediately after to the close of business on the record
date for such distribution; provided that if “FMV” as set forth above is equal to or greater than
“SP0” as set forth above, in lieu of the foregoing adjustment, adequate provision shall
be made so that each Holder of Units shall receive on the date on which such shares of the
Company’s capital stock, rights to acquire the Company’s capital stock, evidences of its
indebtedness or the Company’s assets are distributed to holders of Common Stock, for each $50
Stated Amount of Units, the amount of such securities or assets such Holder of Units would have
received had such Holder owned a number of shares of Common Stock equal to the Maximum Settlement
Rate on the record date for such distribution. If such distribution is not so paid or made, the
Fixed Settlement Rates shall again be adjusted to be the Fixed Settlement Rates that would then be
in effect if such distribution had not been declared. If the Board of Directors determines “FMV”
for purposes of this Section 5.05(a)(iii) by reference to the actual or when issued trading market
for any securities, it must in doing so consider the prices in such market over the same period
used in computing the Current Market Price.





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



SR1 =SR0  x (FMV0  + MP0) / MP0



where,




73









 








	 	 	 	 	 
	SR0

	 	=
	 	the Fixed Settlement Rate in effect immediately prior to the end of the
Valuation Period (as defined below);
	 
	 	 	 	 
	SR1

	 	=
	 	the Fixed Settlement Rate in effect immediately after the end of the
Valuation Period;
	 
	 	 	 	 
	FMV0

	 	=
	 	the average of the Closing Price of the capital stock or similar equity
interests distributed to holders of the Common Stock applicable to one share of the
Common Stock over each of the 10 consecutive Trading Days commencing on, and
including, the third Trading Day immediately following the ex-dividend date for such
dividend or distribution with respect to the Common Stock on the New York Stock
Exchange or such other U.S. national or regional exchange or market that is at that
time the principal exchange or market for the Common Stock (the “Valuation Period”);
and
	 
	 	 	 	 
	MP0

	 	=
	 	the average of the Closing Price of the Common Stock over the Valuation
Period.







     The adjustment to each Fixed Settlement Rate under this subparagraph will occur on
the last day of the Valuation Period; provided that if a Holder of Units elects to early
settle the Purchase Contracts, or the Purchase Contract Settlement Date occurs, in either
case, during the Valuation Period, references with respect to 10 Trading Days shall be
deemed replaced with such lesser number of Trading Days as have elapsed between the
ex-dividend date of such Spin-Off and the date on which such holder elected its Early
Settlement right, or the Business Day immediately preceding the Purchase Contract
Settlement Date, as the case may be, in determining the applicable Fixed Settlement Rates.
In no event shall the Fixed Settlement Rates be decreased pursuant to the first this
Section 5.05(a)(iii).




     (iv) In case the Company shall make a distribution to all holders of the Common Stock
consisting exclusively of cash (excluding (a) any regular, quarterly cash dividend on the
Common Stock to the extent that the amount per share of the Common Stock does not exceed
$0.2075 in the then current fiscal quarter (the “Dividend Threshold Amount”), (b) any cash
that is distributed as part of a distribution referred to in paragraph (a)(iii) of this
Section 5.05 above, and (c) any consideration payable in connection with a tender or
exchange offer made by the Company or any of its subsidiaries referred to in paragraph
(a)(v) of this Section 5.05 below, in which event, each Fixed Settlement Rate will be
increased based on the following formula:



74









 





SR1 = SR0  X SP0  / (SP0  - C)



where,




	 	 	 	 	 
	SR0

	 	=
	 	the Fixed Settlement Rate in effect immediately prior to the close of
business on the record date for such distribution;
	 
	 	 	 	 
	SR1

	 	=
	 	the Fixed Settlement Rate in effect immediately after the close of
business on such record date;
	 
	 	 	 	 
	SP0

	 	=
	 	the Current Market Price as of the record date for such distribution; and
	 
	 	 	 	 
	C

	 	=
	 	the excess of the amount in cash per share the Company distributes to
holders of the Common Stock over the Dividend Threshold Amount.







     Such adjustment shall become effective immediately after the close of business on the
record date for such distribution; provided that if “C” as set forth above is equal to or
greater than “SP0” as set forth above, in lieu of the foregoing adjustment,
adequate provision shall be made so that each Holder of Units shall have the right to
receive on the date on which the relevant cash distribution is distributed to holders of
Common Stock, for each $50 Stated Amount of Units, the amount of cash such Holder of Units
would have received had such Holder owned a number of shares equal to the Maximum
Settlement Rate on the record date for such distribution. If such distribution is not so
paid or made, the Fixed Settlement Rates shall again be adjusted to be the Fixed
Settlement Rates that would then be in effect if such distribution had not been declared.



     The Dividend Threshold Amount is subject to adjustment on an inversely proportional basis
whenever the Fixed Settlement Rates are adjusted, but no adjustment will be made to the Dividend
Threshold Amount for any adjustment made to the Fixed Settlement Rates pursuant to this paragraph
(a)(iv) of this Section 5.05. For the avoidance of doubt, the Dividend Threshold Amount will be
zero in the case of a cash dividend that is not a regular, quarterly dividend.




     (v) In the case that the Company or any one or more subsidiaries of the Company makes
purchases of the Common Stock pursuant to a tender offer or exchange offer by the Company
or one of its subsidiaries to the extent that the cash and value of any other
consideration included in the payment per share of the Common Stock validly tendered or
exchanged exceeds the average of the Closing Price of the Common Stock over the 10
consecutive Trading Days commencing on, and including, the Trading Day next succeeding the
last date on which tenders or exchanges may be made pursuant to such tender or exchange
offer (the



75









 






“Offer Expiration Date”), in which event each Fixed Settlement Rate will be increased
based on the following formula:



SR1 = SR0  X [(FMV + (SP1 X OS1)] /
(SP1 X OS0)



where,




	 	 	 	 	 
	SR0

	 	=
	 	the Fixed Settlement Rate in effect immediately prior to the close of
business on the tenth Trading Day immediately following, and including, the Trading
Day next succeeding the Offer Expiration Date;
	 
	 	 	 	 
	SR1

	 	=
	 	the Fixed Settlement Rate in effect immediately after the close of
business on the tenth Trading Day immediately following, and including, the Trading
Day next succeeding the Offer Expiration Date;
	 
	 	 	 	 
	FMV

	 	=
	 	the fair market value (as determined in good faith by the Board of
Directors, whose good faith determination will be conclusive), at the close of
business on the tenth Trading Day immediately following, and including, the Trading
Day next succeeding the Offer Expiration Date, of the aggregate value of all cash and
any other consideration paid or payable for shares validly tendered or exchanged and
not withdrawn as of the Offer Expiration Date (the “Purchased Shares”);
	 
	 	 	 	 
	OS1

	 	=
	 	the number of shares of the Common Stock outstanding as of the last time
tenders or exchanges may be made pursuant to such tender or exchange offer (the
“Expiration Time”) less any Purchased Shares;
	 
	 	 	 	 
	OS0

	 	=
	 	the number of shares of the Common Stock outstanding at the Expiration
Time, including any Purchased Shares; and
	 
	 	 	 	 
	SP1

	 	=
	 	the average of the Closing Price of the Common Stock over each of the 10
consecutive Trading Days commencing on, and including, the Trading Day immediately
following the Offer Expiration Date.







     The adjustment to each Fixed Settlement Rate under the preceding paragraph will occur
at the close of business on the tenth Trading Day immediately following, and including,
the Trading Day next succeeding the date such tender or exchange offer expires; provided
that if a Holder of Units elects to early settle the Purchase Contracts, or the Purchase
Contract Settlement Date occurs, in either case, during the 10 Trading Days immediately
following, and including, the Offer Expiration Date of any tender or exchange offer,
references with respect to 10 Trading Days



76









 







shall be deemed replaced with such lesser number of Trading Days as have elapsed
between the Offer Expiration Date of such tender or exchange offer and the date on which
such holder elected its Early Settlement right, or the Business Day immediately preceding
the Purchase Contract Settlement Date, as the case may be, in determining the applicable
Fixed Settlement Rates.



     For the purposes of this Section 5.05(a), “record date” means, with respect to any dividend,
distribution or other transaction or event in which the holders of the Common Stock have the right
to receive any cash, securities or other property or in which the Common Stock (or other applicable
security) is exchanged for or converted into any combination of cash, securities or other property,
the date fixed for determination of holders of the Common Stock entitled to receive such cash,
securities or other property (whether such date is fixed by the Board of Directors or by statute,
contract or otherwise).



     For purposes of this Section 5.05(a) and the definition of “Current Market Price,” the term
“ex-dividend date,” when used with respect to any issuance or distribution, will mean the first
date on which the Common Stock trades regular way on the applicable exchange or in the applicable
market without the right to receive the issuance or distribution.




     (vi) (1) 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 the clauses 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. In addition, if any adjustment to the Fixed Settlement Rates becomes
effective, or any ex-dividend date or record date for any issuance, dividend or
distribution (relating to a required Fixed Settlement Rate adjustment) occurs, during the
period beginning on, and including, (i) the open of business on a first Trading Day of the
Observation Period or (ii) in the case of Early Settlement, the relevant Early Settlement
Date and, in each case, ending on, and including, the date on which the Company delivers
 shares of Common Stock under the related Purchase Contract, the Company will make
appropriate adjustments to the Fixed Settlement Rates and/or the number of shares of
Common Stock deliverable upon settlement of the Purchase Contract, in each case,
consistent with the anti-dilution adjustments set forth above in paragraphs (a)(i) to
(a)(v) of this Section 5.05.




     (2) Each Fixed Settlement Rate will not be adjusted under paragraphs (a)(i)
(but only with respect to stock dividends or distributions), (a)(ii), (a)(iii)
and (a)(iv) above, if holders of the Corporate Units or Treasury Units
participate, as a result of holding the Corporate Units or Treasury Units and at
the same time as holders of the Common Stock, without having to settle the



77









 







Purchase Contracts forming a part of their Corporate Units or Treasury Units
as if they held, per Purchase Contract, a number of shares of Common Stock equal
to the Maximum Settlement Rate.




     (vii) 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; provided 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 of the Observation Period (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).




     (viii) 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 the Company’s capital stock (or rights to
acquire the Company’s capital 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.




     (ix) 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
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 prior to such
settlement, such Rights under the shareholder rights plan have separated from the Common
Stock at the time of conversion, in which case each Fixed Settlement Rate shall be
adjusted as provided in Section 5.05(a)(iii) on the date such Rights separate from the
Common Stock, subject to readjustment in the event of the expiration, termination or
redemption of the Rights.



     (b) (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



78









 







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) At least twenty Business Days 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



79









 







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 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 file such registration statement
or provide such a 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 or have determined that such transaction or development does not prevent the
Company from filing a Registration Statement or providing a Prospectus; provided that the
Company will use its commercially reasonable efforts to make such disclosure or such
determination, as applicable, 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, but
such Holder shall receive consideration calculated as described in this Section
5.05(b)(ii) when such Registration Statement becomes effective.



     Within fifteen Business Days of the Effective Date (as hereinafter defined) of a Fundamental
Change (but in any case at least fifteen Business Days prior to the Purchase Contract Settlement
Date), the Company shall provide written notice to Holders of Units of such completion of a
Fundamental Change, which shall specify, among other things (i) a deadline by which each Holder’s
Fundamental Change Early Settlement right must be exercised, (ii) 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, on which settlement
pursuant to this Section 5.05(b)(ii) at the Fundamental Change Early Settlement Date shall occur,
(iii) the applicable Fundamental Change Early Settlement Rate and (iv) the amount (per share of
Common Stock) of cash, securities and other consideration receivable by the Holder, including the
amount of Contract Adjustment Payments and deferred Contract Adjustment Payments (including
Compounded Contract Adjustment Payments thereon) receivable, 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



80









 







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 800 Corporate Units (or such
other number of Corporate Units as may be determined by the Remarketing Agent(s) upon a Successful
Remarketing of Notes, which number shall be provided to a Holder by the Company at the request of
such Holder). 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 in The City of New York, which is located at
101 Barclay Street, New York, New York 10286, 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 sum of: (i) product of (A) the Stated Amount times
(B) 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 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



81









 







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 for each
Purchase Contract with respect to which such Holder has elected Fundamental Change Early
Settlement:




     (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. 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) any accrued and unpaid Contract Adjustment Payments (including any
deferred Contract Adjustment Payments and Compounded Contract Adjustment
Payments thereon) with respect to such Purchase Contract to, but excluding, the
Fundamental Change Early Settlement Date; and




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



82









 






     (D) 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.




     (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”) in such Fundamental
Change. If holders of Common Stock receive only cash in such Fundamental Change, the
Stock Price will be the cash amount paid per share of the Common Stock. Otherwise, the
Stock Price paid per share will be the average of the Closing Prices of the Common Stock
on the five Trading Day period ending on the Trading Day immediately preceding the
Effective Date of such Fundamental Change.



     The Stock Prices set forth in the first column of the table below and the number of shares of
Common Stock in the table 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 applicable Fixed Settlement Rate immediately prior to the adjustment
giving rise to the Stock Price adjustment and the denominator of which is the same Fixed Settlement
Rate as so adjusted. The number of shares of Common Stock in the table below will be adjusted in
the same manner as the Fixed Settlement Rate as set forth in Section 5.05(a).



     The table below sets forth the Fundamental Change Early Settlement Rate per $50 Stated Amount
of Units based on various hypothetical stock prices and effective dates:



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Effective Date
	Stock Price	 	May 18, 2009	 	June 15, 2010	 	June 15, 2011	 	June 15, 2012
	$ 6.00

	 	 	4.6630	 	 	 	4.4096	 	 	 	4.0819	 	 	 	3.5714	 
	$ 9.00

	 	 	4.0918	 	 	 	3.9545	 	 	 	3.8013	 	 	 	3.5714	 
	$ 12.00

	 	 	3.7402	 	 	 	3.6433	 	 	 	3.5423	 	 	 	3.5714	 
	$ 14.00

	 	 	3.5840	 	 	 	3.4981	 	 	 	3.4006	 	 	 	3.5714	 
	$ 15.00

	 	 	3.5229	 	 	 	3.4409	 	 	 	3.3429	 	 	 	3.3333	 
	$ 16.00

	 	 	3.4709	 	 	 	3.3922	 	 	 	3.2939	 	 	 	3.1250	 
	$ 16.80

	 	 	3.4348	 	 	 	3.3587	 	 	 	3.2606	 	 	 	2.9762	 
	$ 18.00

	 	 	3.3884	 	 	 	3.3162	 	 	 	3.2193	 	 	 	2.9762	 
	$ 20.00

	 	 	3.3276	 	 	 	3.2617	 	 	 	3.1696	 	 	 	2.9762	 
	$ 22.50

	 	 	3.2728	 	 	 	3.2145	 	 	 	3.1310	 	 	 	2.9762	 






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	 	 	Effective Date
	Stock Price	 	May 18, 2009	 	June 15, 2010	 	June 15, 2011	 	June 15, 2012
	$ 25.00

	 	 	3.2337	 	 	 	3.1825	 	 	 	3.1080	 	 	 	2.9762	 
	$ 30.00

	 	 	3.1834	 	 	 	3.1435	 	 	 	3.0834	 	 	 	2.9762	 
	$ 35.00

	 	 	3.1527	 	 	 	3.1205	 	 	 	3.0692	 	 	 	2.9762	 
	$ 40.00

	 	 	3.1317	 	 	 	3.1044	 	 	 	3.0584	 	 	 	2.9762	 
	$ 50.00

	 	 	3.1031	 	 	 	3.0811	 	 	 	3.0420	 	 	 	2.9762	 
	$ 60.00

	 	 	3.0830	 	 	 	3.0640	 	 	 	3.0302	 	 	 	2.9762	 
	$ 75.00

	 	 	3.0611	 	 	 	3.0452	 	 	 	3.0180	 	 	 	2.9762	 
	$ 100.00

	 	 	3.0367	 	 	 	3.0250	 	 	 	3.0057	 	 	 	2.9762	 






     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 Prices on the table
or the Effective Date is between two Effective 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 Prices and the earlier and later Effective
Dates, as applicable, based on a 365-day year;




     (2) if the Stock Price is in excess of $100.00 per share (subject
to adjustment in the same manner as the Stock Prices set forth in the
first column of the table above), then the Fundamental Change Early
Settlement Rate shall be the Minimum Settlement Rate; or




     (3) if the Stock Price is less than $6.00 per share (subject to
adjustment in the same manner as the Stock Prices set forth in the
first column of the table above) (the “Minimum Stock Price”), then the
Fundamental Change Early Settlement Rate shall be determined as if the
Stock Price equaled the Minimum Stock Price, and using the
straight-line interpolation, as described in clause (1) above, if the
Effective Date is between two Effective Dates on the table.



     The maximum Fundamental Change Early Settlement Rate shall be 4.6630 shares of Common Stock
per $50 Stated Amount of Units, subject to adjustment in the same manner as each Fixed Settlement
Rate as set forth in Section 5.05(a).



     (c) [Reserved.]



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



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     (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 (other than an issuance to all or substantially all of the
holders of the Common Stock) 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.



     (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



85









 







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 of the Holders to receive and the obligation
of the Company to pay any future Contract Adjustment Payments and any Contract Adjustment Payments
(including any deferred Contract Adjustment Payments (including Compounded Contract Adjustment
Payments thereon)), and 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 or the right to receive Contract Adjustment Payments.



     (b) Upon and after the occurrence of a Termination Event, the Units shall thereafter represent
the right to receive the Notes underlying the Applicable



86









 







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, (i) the Company
shall promptly but in no event later than two Business 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 and (ii) the Collateral Agent shall, in accordance with Section 3.15 hereof,
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 each paragraph of the
definition of Applicable Ownership Interest in the Remarketing Treasury Portfolio or Applicable
Ownership Interest in the Special Event Treasury Portfolio) forming a part of each Corporate Unit
or the Treasury Securities forming a part of each Treasury Unit, as the case may be, from the
Pledge.



     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 (i) use its commercially
reasonable efforts to 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 file such
Registration Statement or 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 or have
determined that such transaction or development does not prevent the Company from filing a
Registration Statement or providing a Prospectus, provided that the Company will use its
commercially reasonable efforts to make such disclosure or determination, as applicable, 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.



87









 





     (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 in The City of New York, which is located at 101 Barclay Street, New York, New York 10286,
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 sum of




     (i) (1) the Stated Amount, multiplied by (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, plus




     (ii) if such delivery for Early Settlement occurs during the period from the close of
business on any Record Date next preceding any Contract Adjustment Payment Date to the
opening of business on such Contract Adjustment Payment Date, an amount equal to the
Contract Adjustment Payments payable on the Payment Date with respect to such Purchase
Contracts, unless the Company elected to defer Contract Adjustment Payments on the date of
such Early Settlement.



     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.



     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



88









 





(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 800 Corporate Units (or
such other number of Corporate Units as may be determined by the Remarketing Agent(s) upon a
Successful Remarketing of Notes, which number shall be provided to a Holder by the Company at the
request of such Holder).



     (c) Upon Early Settlement of Purchase Contracts by a Holder of the related Units:




     (i) the Holder will 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;




     (ii) the Notes, the Applicable Ownership Interest in the Treasury Portfolio or the
Treasury Securities, as the case may be, related to the Corporate Units or Treasury Units
will be transferred to the holder free and clear of the Company’s security interest;



89









 






     (iii) the Holder will be entitled to receive any accrued and unpaid Contract
Adjustment Payments (including any accrued and unpaid deferred Contract Adjustment
Payments and Compounded Contract Adjustment Payments thereon) to, but excluding, the
quarterly Payment Date immediately preceding the Early Settlement Date;




     (iv) the Holder’s right to receive future Contract Adjustment Payments and any
accrued and unpaid Contract Adjustment Payments for the period since the most recent
quarterly Payment Date (including any accrued and unpaid deferred Contract Adjustment
Payments and Compounded Contract Adjustment Payments thereon) will terminate; and




     (v) no adjustment will be made to or for the Holder on account of any accrued and
unpaid Contract Adjustment Payments (including any accrued and unpaid deferred Contract
Adjustment Payments and Compounded Contract Adjustment Payments thereon) referred to in
the immediately preceding clause (iv).



     (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,




     (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).



90









 





     (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 (or, in the case of any Early Settlement or Fundamental Change Early Settlement,
the Closing Price on the Early Settlement Date or Fundamental Change Early Settlement Date, as the
case may be). 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.



     Section 5.11. Contract Adjustment Payments. (a) Subject to the provisions of this Section
5.11 and Section 5.12, the Company shall pay, on each Contract Adjustment Payment Date, the
Contract Adjustment Payments payable in respect of each Purchase Contract to the Person in whose
name a Certificate is registered



91









 







at the close of business on the Record Date relating to such Contract Adjustment Payment Date.
The Contract Adjustment Payments will be payable at the office of the Purchase Contract Agent in
the Borough of Manhattan, New York City maintained for that purpose. If the book-entry system for
the Units has been terminated, the Contract Adjustment Payments will be payable, at the option of
the Company, by check mailed to the address of the Person entitled thereto at such Person’s address
as it appears on the Security Register, or by wire transfer to the account designated by such
Person by a written notice to the Purchase Contract Agent given at least 5 Business Days prior to
the Contract Adjustment Payment Date. If any date on which Contract Adjustment Payments are to be
made is not a Business Day, then payment of the Contract Adjustment Payments payable on such date
will be made on the next succeeding day that is a Business Day (and without any interest in respect
of any such delay); provided that if such Business Day is in the next succeeding calendar year,
then payment of the Contract Adjustment Payments will be made on the Business Day immediately
preceding such Business Day, in each case, with the same force and effect as if made on such
scheduled Payment Date. Contract Adjustment Payments payable for any period will be computed on
the basis of a 360-day year of twelve 30-day months. The Contract Adjustment Payments will accrue
from the date of this Agreement.



     (b) Upon the occurrence of a Termination Event, the Company’s obligation to pay future
Contract Adjustment Payments (including any accrued and unpaid Contract Adjustment Payments) and
any deferred Contract Adjustment Payments (including Compounded Contract Adjustment Payments
thereon) shall cease.



     (c) Each Certificate delivered under this Agreement upon registration of transfer of or in
exchange for or in lieu of (including as a result of a Collateral Substitution or the recreation of
Corporate Units) any other Certificate shall carry the right to accrued and unpaid Contract
Adjustment Payments and deferred Contract Adjustment Payments (including Compounded Contract
Adjustment Payments thereon), that was carried by the Purchase Contracts underlying such other
Certificates.



     (d) In the case of any Unit with respect to which Early Settlement or Fundamental Change Early
Settlement of the underlying Purchase Contract is effected on a date that is after any Record Date
and prior to or on the next succeeding Contract Adjustment Payment Date, Contract Adjustment
Payments and deferred Contract Adjustment Payments (including Compounded Contract Adjustment
Payments thereon) otherwise payable on such Contract Adjustment Payment Date shall be payable on
such Contract Adjustment Payment Date notwithstanding such Early Settlement or Fundamental Change
Early Settlement, and such Contract Adjustment Payments and deferred Contract Adjustment Payments
(including Compounded Contract Adjustment Payments thereon) shall be paid to the Person in whose
name the Certificate evidencing such Unit is registered at the close of business on such Record
Date. Except as otherwise



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provided in the preceding sentence, in the case of any Unit with respect to which Early
Settlement or Fundamental Change Early Settlement of the underlying Purchase Contract is effected,
accrued and unpaid Contract Adjustment Payments otherwise payable after (i) the quarterly Contract
Adjustment Payment Date immediately preceding the Early Settlement Date in connection with an Early
Settlement and (ii) the Fundamental Change Early Settlement Date in connection with a Fundamental
Change Early Settlement, with respect to such Purchase Contract shall not be payable.



     (e) The Company’s obligations with respect to Contract Adjustment Payments and deferred
Contract Adjustment Payments (including Compounded Contract Adjustment Payments thereon), if any,
will be subordinated and junior in right of payment to the Company’s obligations under any Senior
Indebtedness.



     (f) In the event (x) of any payment by, or distribution of assets of, the Company of any kind
or character, whether in cash, property or securities, to creditors upon any dissolution,
winding-up, liquidation or reorganization of the Company, whether voluntary or involuntary or in
bankruptcy, insolvency, receivership or other proceedings, or (y) subject to the provisions of
Section 5.11(i) below, that (i) a default shall have occurred and be continuing with respect to the
payment of principal, interest or any other monetary amounts due and payable on any Senior
Indebtedness and such default shall have continued beyond the period of grace, if any, specified in
the instrument evidencing such Senior Indebtedness (and the Purchase Contract Agent shall have
received written notice thereof from the Company or one or more holders of Senior Indebtedness or
their representative or representatives or the trustee or trustees under any indenture pursuant to
which any such Senior Indebtedness may have been issued), or (ii) there shall have occurred a
default (other than a default in the payment of principal or interest on other monetary amounts due
and payable) in respect of any Senior Indebtedness, as defined therein or in the instrument under
which the same is outstanding, permitting the holder or holders thereof to accelerate the maturity
thereof (with notice or lapse of time, or both) and such default shall have continued beyond the
period of grace, if any, in respect thereof and, in the cases of subclauses (i) and (ii) of this
clause (y), such default shall not have been cured or waived or shall not have ceased to exist,
then:




     (i) the holders of all Senior Indebtedness shall first be entitled to receive, in the
case of clause (x) above, payment of all amounts due or to become due upon all Senior
Indebtedness and, in the case of subclauses (i) and (ii) of clause (y) above, payment of
all amounts due thereon, or provision shall be made for such payment in money or money’s
worth, before the Holders of any of the Units are entitled to receive any Contract
Adjustment Payments or deferred Contract Adjustment Payments (including Compounded
Contract Adjustment Payments thereon) on the Purchase Contracts underlying the Units;



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     (ii) any payment by, or distribution of assets of, the Company of any kind or
character, whether in cash, property or securities, to which the Holders of any of the
Units would be entitled except for the provisions of Section 5.11(f) through (r) including
any such payment or distribution which may be payable or deliverable by reason of the
payment of any other indebtedness of the Company being subordinated to the payment of such
Contract Adjustment Payments or deferred Contract Adjustment Payments (including
Compounded Contract Adjustment Payments thereon) on the Purchase Contracts underlying the
Units, shall be paid or delivered by the Person making such payment or distribution,
whether a trustee in bankruptcy, a receiver or liquidating trustee or otherwise, directly
to the representative or representatives of the holders of Senior Indebtedness or to the
trustee or trustees under any indenture under which any instruments evidencing any of such
Senior Indebtedness may have been issued, ratably according to the aggregate amounts
remaining unpaid on account of such Senior Indebtedness held or represented by each, to
the extent necessary to make payment in full of all Senior Indebtedness remaining unpaid
after giving effect to any concurrent payment or distribution (or provision therefor) to
the holders of such Senior Indebtedness, before any payment or distribution is made of
such Contract Adjustment Payments or deferred Contract Adjustment Payments (including
Compounded Contract Adjustment Payments thereon) to the Holders of such Units; and




     (iii) in the event that, notwithstanding the foregoing, any payment by, or
distribution of assets of, the Company of any kind or character, whether in cash, property
or securities, including any such payment or distribution which may be payable or
deliverable by reason of the payment of any other indebtedness of the Company being
subordinated to the payment of Contract Adjustment Payments or deferred Contract
Adjustment Payments (including Compounded Contract Adjustment Payments thereon) on the
Purchase Contracts underlying the Units, shall be received by the Purchase Contract Agent
or the Holders of any of the Units when such payment or distribution is prohibited
pursuant to Section 5.11(f) through (r), such payment or distribution shall be paid over
to the representative or representatives of the holders of Senior Indebtedness or to the
trustee or trustees under any indenture pursuant to which any instruments evidencing any
such Senior Indebtedness may have been issued, ratably as aforesaid, for application to
the payment of all Senior Indebtedness remaining unpaid until all such Senior Indebtedness
shall have been paid in full, after giving effect to any concurrent payment or
distribution (or provision therefor) to the holders of such Senior Indebtedness.



     (g) For purposes of Section 5.11(f) through (r), the words “cash, property or securities”
shall not be deemed to include shares of stock of the Company as reorganized or readjusted, or
securities of the Company or any other




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Person provided for by a plan of reorganization or readjustment, the payment of which is
subordinated at least to the extent provided in Section 5.11(f) through (r) with respect to such
Contract Adjustment Payments or deferred Contract Adjustment Payments (including Compounded
Contract Adjustment Payments thereon) on the Units to the payment of all Senior Indebtedness which
may at the time be outstanding; provided that (i) the indebtedness or guarantee of indebtedness, as
the case may be, that constitutes Senior Indebtedness is assumed by the Person, if any, resulting
from any such reorganization or readjustment, and (ii) the rights of the holders of the Senior
Indebtedness are not, without the consent of each such holder adversely affected thereby, altered
by such reorganization or readjustment;




     (h) Any failure by the Company to make any payment on or perform any other obligation under
Senior Indebtedness, other than any indebtedness incurred by the Company or assumed or guaranteed,
directly or indirectly, by the Company for money borrowed (or any deferral, renewal, extension or
refunding thereof) or any indebtedness or obligation as to which the provisions of Section 5.11(f)
through (r) shall have been waived by the Company in the instrument or instruments by which the
Company incurred, assumed, guaranteed or otherwise created such indebtedness or obligation, shall
not be deemed a default or event of default if (i) the Company shall be disputing its obligation to
make such payment or perform such obligation and (ii) either (A) no final judgment relating to such
dispute shall have been issued against the Company which is in full force and effect and is not
subject to further review, including a judgment that has become final by reason of the expiration
of the time within which a party may seek further appeal or review, and (B) in the event a judgment
that is subject to further review or appeal has been issued, the Company shall in good faith be
prosecuting an appeal or other proceeding for review and a stay of execution shall have been
obtained pending such appeal or review.



     (i) Subject to the irrevocable payment in full of all Senior Indebtedness, the Holders of the
Units shall be subrogated (equally and ratably with the holders of all obligations of the Company
which by their express terms are subordinated to Senior Indebtedness of the Company to the same
extent as payment of the Contract Adjustment Payments and deferred Contract Adjustment Payments
(including Compounded Contract Adjustment Payments thereon) in respect of the Purchase Contracts
underlying the Units is subordinated and which are entitled to like rights of subrogation) to the
rights of the holders of Senior Indebtedness to receive payments or distributions of cash, property
or securities of the Company applicable to the Senior Indebtedness until all such Contract
Adjustment Payments and deferred Contract Adjustment Payments (including Compounded Contract
Adjustment Payments thereon) owing on the Units shall be paid in full, and as between the Company,
its creditors other than holders of such Senior Indebtedness and the Holders, no such payment or
distribution made to the holders of Senior Indebtedness by virtue of Section 5.11(f) through (r)
that otherwise would have been made to the Holders shall be deemed to be a payment



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by the Company
on account of such Senior Indebtedness, it being understood that the provisions of Section 5.11(f)
through (r) are and are intended solely for the purpose of defining the relative rights of the
Holders, on the one hand, and the holders of Senior Indebtedness, on the other hand.




     (j) Nothing contained in Section 5.11(f) through (r)or elsewhere in this Agreement or in the
Units is intended to or shall impair, as among the Company, its creditors other than the holders of
Senior Indebtedness and the Holders, the obligation of the Company, which is absolute and
unconditional, to pay to the Holders such Contract Adjustment Payments and deferred Contract
Adjustment Payments (including Compounded Contract Adjustment Payments thereon) on the Units as and
when the same shall become due and payable in accordance with their terms, or is intended to or
shall affect the relative rights of the Holders and creditors of the Company other than the holders
of Senior Indebtedness, nor shall anything herein or therein prevent the Purchase Contract Agent or
any Holder from exercising all remedies otherwise permitted by applicable law upon default under
this Agreement, subject to the rights, if any, under Section 5.11(f) through (r), of the holders of
Senior Indebtedness in respect of cash, property or securities of the Company received upon the
exercise of any such remedy.



     (k) Upon payment or distribution of assets of the Company referred to in Section 5.11(f)
through (r), the Purchase Contract Agent and the Holders shall be entitled to rely upon any order
or decree made by any court of competent jurisdiction in which any such dissolution, winding up,
liquidation or reorganization proceeding affecting the affairs of the Company is pending or upon a
certificate of the trustee in bankruptcy, receiver, assignee for the benefit of creditors,
liquidating trustee or Purchase Contract Agent or other person making any payment or distribution,
delivered to the Purchase Contract Agent or to the Holders, for the purpose of ascertaining the
Persons entitled to participate in such
payment or distribution, the holders of the Senior Indebtedness and other indebtedness of the
Company, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon
and all other facts pertinent thereto or to these Section 5.11(f) through (r).



     (l) The Purchase Contract Agent shall be entitled to rely on the delivery to it of a written
notice by a Person representing himself to be a holder of Senior Indebtedness (or a trustee or
representative on behalf of such holder) to establish that such notice has been given by a holder
of Senior Indebtedness or a trustee or representative on behalf of any such holder or holders. In
the event that the Purchase Contract Agent determines in good faith that further evidence is
required with respect to the right of any Person as a holder of Senior Indebtedness to participate
in any payment or distribution pursuant to Section 5.11(f) through (r), the Purchase Contract Agent
may request such Person to furnish evidence to the reasonable satisfaction of the Purchase Contract
Agent as to the amount of Senior Indebtedness held by such Person, the extent to which such Person
is entitled to participate in such payment or distribution and any other facts pertinent to the
rights of such Person under Section 5.11(f) through (r), and, if such



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evidence is not furnished,
the Purchase Contract Agent may defer payment to such Person pending judicial determination as to
the right of such Person to receive such payment.




     (m) Nothing contained in Section 5.11(f) through (r) shall affect the obligations of the
Company to make, or prevent the Company from making, payment of the Contract Adjustment Payments
and deferred Contract Adjustment Payments (including Compounded Contract Adjustment Payments
thereon), except as otherwise provided in these Section 5.11(f) through (r).



     (n) Each Holder of Units, by its acceptance thereof, authorizes and directs the Purchase
Contract Agent on its behalf to take such action as may be necessary or appropriate to effectuate
the subordination provided in Section 5.11(f) through (r) and appoints the Purchase Contract Agent
its attorney-in-fact, as the case may be, for any and all such purposes.



     (o) The Company shall give prompt written notice to the Purchase Contract Agent of any fact
known to the Company that would prohibit the making of any payment of moneys to or by the Purchase
Contract Agent in respect of the Units pursuant to the provisions of this Section. Notwithstanding
the provisions of Section 5.11(f) through (r) or any other provisions of this Agreement, the
Purchase Contract Agent shall not be charged with knowledge of the existence of any facts that
would prohibit the making of any payment of moneys to or by the Purchase Contract Agent, or the
taking of any other action by the Purchase Contract Agent, unless and until the Purchase Contract
Agent shall have received written notice thereof mailed or delivered to the Purchase Contract Agent
at its Corporate Trust Office from the Company, any Holder, or the holder or representative of any
Senior Indebtedness; provided that if at least two Business Days prior to the date upon which by
the terms hereof any such moneys may
become payable for any purpose, the Purchase Contract Agent shall not have received with
respect to such moneys the notice provided for in this Section, then, anything herein contained to
the contrary notwithstanding, the Purchase Contract Agent shall have full power and authority to
receive such moneys and to apply the same to the purpose for which they were received and shall not
be affected by any notice to the contrary that may be received by it within two Business Days prior
to or on or after such date.



     (p) The Purchase Contract Agent in its individual capacity shall be entitled to all the rights
set forth in this Section with respect to any Senior Indebtedness at the time held by it, to the
same extent as any other holder of Senior Indebtedness and nothing in this Agreement shall deprive
the Purchase Contract Agent of any of its rights as such holder.



     (q) No right of any present or future holder of any Senior Indebtedness to enforce the
subordination herein shall at any time or in any way be prejudiced or impaired by any act or
failure to act on the part of the Company or by any noncompliance by the Company with the terms,
provisions and covenants of this



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Agreement, regardless of any knowledge thereof which any such
holder may have or be otherwise charged with.




     (r) Nothing in this Section 5.11 shall apply to claims of, or payments to, the Purchase
Contract Agent under or pursuant to Section 7.07.



     (s) With respect to the holders of Senior Indebtedness, (i) the duties and obligations of the
Purchase Contract Agent shall be determined solely by the express provisions of this Agreement;
(ii) the Purchase Contract Agent shall not be liable to any such holders if it shall, acting in
good faith, mistakenly pay over or distribute to the Holders or to the Company or any other Person
cash, property or securities to which any holders of Senior Indebtedness shall be entitled by
virtue of this Section 5.11 or otherwise; (iii) no implied covenants or obligations shall be read
into this Agreement against the Purchase Contract Agent; and (iv) the Purchase Contract Agent shall
not be deemed to be a fiduciary as to such holders.



     Section 5.12. Deferral of Contract Adjustment Payments. (a) The Company has the right at any
time, and from time to time, to defer payment of all or part of the Contract Adjustment Payments in
respect of each Purchase Contract by extending the period for payment of Contract Adjustment
Payments to any subsequent Contract Adjustment Payment Date (an “Extension Period”), but not beyond
the Purchase Contract Settlement Date (or, with respect to Purchase Contracts for (i) which an
effective Fundamental Change Early Settlement has occurred, the Fundamental Change Early Settlement
Date or (ii) which an effective Early Settlement has occurred, the quarterly Payment Date
immediately preceding the Early Settlement Date). Prior to the expiration of any Extension Period,
the Company may further extend such Extension Period to any subsequent Payment Date, but not beyond
the Purchase Contract Settlement Date (or any applicable Fundamental Change Early Settlement Date
or Payment Date immediately preceding the Early Settlement Date, as the case may be).



     If the Company so elects to defer Contract Adjustment Payments, the Company shall pay
additional Contract Adjustment Payments on such deferred installments of Contract Adjustment
Payments at a rate equal to 12.00% per annum, compounding on each succeeding Payment Date, until
such deferred installments are paid in full (the accrued additional Contract Adjustment Payments
thereon, being referred to herein as the “Compounded Contract Adjustment Payments”).



     At the end of each Extension Period, including as the same may be extended as provided above,
or, in the event of an effective Early Settlement or Fundamental Change Early Settlement, on the
Early Settlement Date or Fundamental Change Early Settlement Date, as the case may be, the Company
shall pay all deferred Contract Adjustment Payments (including Compounded Contract Adjustment
Payments thereon) then due in the manner set forth in Section 5.11(a) (in the case of the end of an
Extension Period), in the manner set



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forth in Section 5.08(b) (in the case of an Early Settlement)
or in the manner set forth in Section 5.05(b)(ii) (in the case of a Fundamental Change Early
Settlement) to the extent such amounts are not deducted from the amount otherwise payable by the
Holder in the case of a Cash Settlement, any Early Settlement or any Fundamental Change Early
Settlement. In the event of an Early Settlement, the Company shall pay all deferred Contract
Adjustment Payments (including
Compounded Contract Adjustment Payments thereon) then payable, if any, on the Purchase
Contracts being settled early through the Payment Date immediately preceding the applicable Early
Settlement Date. In the event of a Fundamental Change Early Settlement, the Company shall pay all
deferred Contract Adjustment Payments (including Compounded Contract Adjustment Payments thereon)
due on the Purchase Contracts being settled on the Fundamental Change Early Settlement Date to but
excluding such Fundamental Change Early Settlement Date.




     Upon termination of any Extension Period and the payment of all deferred Contract Adjustment
Payments (including Compounded Contract Adjustment Payments thereon) and all accrued and unpaid
Contract Adjustment Payments then due, the Company may commence a new Extension Period; provided
that such Extension Period, together with all extensions thereof, may not extend beyond the
Purchase Contract Settlement Date (or any applicable Early Settlement Date or Fundamental Change
Early Settlement Date). Except in the case of an Early Settlement or Fundamental Change Early
Settlement, no Contract Adjustment Payments shall be due and payable during an Extension Period
except at the end thereof, except that prior to the end of such Extension Period, the Company, at
its option, may prepay on any Payment Date all or any portion of the deferred Contract Adjustment
Payments (including Compounded Contract Adjustment Payments thereon) accrued during the then
elapsed portion of such Extension Period.



     (b) The Company shall give written notice to the Purchase Contract Agent (and the Purchase
Contract Agent shall promptly thereafter give notice thereof to Holders of Purchase Contracts) of
its election to extend any period for the payment of Contract Adjustment Payments, the expected
length of any such Extension Period and any extension of any Extension Period, at least five
Business Days before the earlier of (i) the Record Date for the Payment Date on which Contract
Adjustment Payments would have been payable except for the election to begin or extend the
Extension Period or (ii) the date the Purchase Contract Agent is required to give notice to any
securities exchange or to Holders of Purchase Contracts of such Record Date or such Payment Date.



     (c) The Company shall give written notice to the Purchase Contract Agent (and the Purchase
Contract Agent shall promptly thereafter give notice thereof to Holders of Purchase Contracts) of
the end of an Extension Period or its election to pay any portion of the deferred Contract
Adjustment Payments (including Compounded Contract Adjustment Payments thereon) on a Payment Date
prior to the end of an Extension Period, at least five Business Days before



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the earlier of (i) the
Record Date for the Payment Date on which such Extension Period shall end or such payment of
deferred Contract Adjustment Payments (including Compounded Contract Adjustment Payments thereon)
shall be made or (ii) the date the Purchase Contract Agent is required to give notice to any
securities exchange or to Holders of Purchase Contracts of such Record Date or such Payment Date.




     (d) In the event the Company exercises its option to defer the payment of Contract Adjustment
Payments, then, until all deferred Contract Adjustment Payments (including Compounded Contract
Adjustment Payments thereon) have been paid, the Company shall not declare or pay any dividends on,
or make any distributions on, or redeem, purchase or acquire, or make a liquidation payment with
respect to, any shares of capital stock; provided that the foregoing does not apply to:




     (i) any repurchase, redemption or other acquisition of shares of the Company’s
capital stock in connection with (1) any employment contract, benefit Plan or other
similar arrangement with or for the benefit of any one or more employees, officers,
directors, consultants or independent contractors or (2) a dividend reinvestment or
stockholder purchase plan;




     (ii) any exchange, redemption or conversion of any class or series of the Company’s
capital stock, or the capital stock of one of the Company’s subsidiaries, for any other
class or series of the Company’s capital stock, or of any class or series of the Company’s
indebtedness for any class or series of the Company’s capital stock;




     (iii) any purchase of, or payment of cash in lieu of, fractional interests in shares
of the Company’s capital stock pursuant to the conversion or exchange provisions of such
capital stock or the securities being converted or exchanged;




     (iv) any declaration of a dividend in connection with the issuance of rights, stock
or other property under any rights plan, or the redemption or repurchase of rights
pursuant thereto; and




     (v) any dividend in the form of stock, warrants, options or other rights where the
dividend stock or stock issuable upon exercise of such warrants, options or other rights
is the same stock as that on which the dividend is being paid or ranks equally with or
junior to such stock.



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ARTICLE 6

Rights and Remedies of Holders




     Section 6.01. Unconditional Right of Holders to Receive Contract Adjustment Payments and to
Purchase Shares of Common Stock. Each Holder of a Unit shall have the right, which is absolute and
unconditional, (i) subject to Article 5, to receive each Contract Adjustment Payment and deferred
Contract Adjustment Payment with respect to the Purchase Contract comprising part of such Unit on
the respective Contract Adjustment Payment Date for such Unit and (ii) 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 receive
Contract Adjustment Payments and the 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 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



101









 




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 or Contract Adjustment
Payments 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:




     (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



102









 






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
negligent action, its own 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 Section
7.01(a) and Section 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 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



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Business Days prior to such 30th
day, the Purchase Contract Agent shall deliver to the Company and the Remarketing Agent(s) an
executed counterpart of the Remarketing Agreement, signed by an authorized signatory of the
Purchase Contract Agent.




     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



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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;



     (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;




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     (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; provided, however, that when the Purchase Contract Agent
holds cash as a component of the Remarketing Treasury Portfolio, the Special Event Treasury
Portfolio or a Treasury Unit, such cash shall be held in a segregated account hereunder. 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.



     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,



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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 and 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.



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     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.



     (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



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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.



     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.



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     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 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



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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



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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;



     (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 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 May 12, 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 and the Purchase Contract Agent,
the Company, when authorized by a Board Resolution, the Purchase Contract Agent, the Collateral
Agent, the Securities Intermediary and the Custodial Agent may enter into an agreement or
agreements supplemental hereto for the purpose of modifying in any manner the terms of the Purchase
Contracts, or the provisions of this Agreement or the rights of the Holders in respect of the
Units; provided, however, that, except as contemplated herein, no such supplemental agreement
shall, without the consent of the Holder of each outstanding Purchase Contract affected thereby,



     (a) subject to the Company’s right to defer Contract Adjustment Payments or change any Payment
Date;



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     (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) in each
paragraph of the definitions of Applicable Ownership Interest in the Special Event Treasury
Portfolio and Applicable Ownership Interest in the Remarketing Treasury Portfolio), as applicable,
for the Pledged Treasury Securities);



     (c) 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 in or to the Pledged
Securities;



     (d) impair the Holders’ right to institute suit for the enforcement of any Purchase Contract
or payment of any Contract Adjustment Payments or deferred Contract Adjustment Payments (including
Compounded Contract Adjustment Payments thereon);



     (e) 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 this Agreement or Remarketing Agreement;



     (f) reduce any Contract Adjustment Payments or any deferred Contract Adjustment Payments
(including Compounded Contract Adjustment Payments thereon) or change any place where, or the coin
or currency in which, any Contract Adjustment Payment is payable; or



     (g) 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;



     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 (g) of this Section
8.02.




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     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 or 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:



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     (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 shall be merged or the Person
which acquires by sale, assignment, transfer, lease or conveyance all or substantially all of the
properties and assets of the Company shall be a corporation 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 corporation is not, immediately after such merger,
consolidation, conversion, 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, conversion, sale, assignment, transfer or conveyance (in
each case, other than by way of a lease) 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 (in each case other than by way of lease)
and upon any such assumption by a successor corporation 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 corporation thereupon may cause to be signed,
and may issue either in its own name or in the name of Great Plains Energy Incorporated (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.



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



     Section 9.03. 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 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 in The City of New
York, which is located at 101 Barclay Street, New York, New York 10286, in such place 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 foregoing Corporate
Trust Office in The City of New York 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



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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 of
the Purchase Contract Agent in the City of New York and appoints the Purchase Contract Agent at its
Corporate Trust Office in The City of New York, which is located at 101 Barclay Street, New York,
New York 10286 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.



     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 December 31) 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.



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     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, state and local 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 indebtedness which is subject to the contingent payment debt regulations, (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, (iv) to treat the Notes and the Purchase Contracts comprising the
Corporate Units as separate economic interests, with the Notes treated as debt instruments and the
Purchase Contracts treated as forward contracts and (v) in all events, not to take any position for
U.S. federal, state and local income tax purposes that is inconsistent with or contrary to the
above covenants.



     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(s) 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



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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.



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;



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     (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 each paragraph of the definitions of Applicable Ownership Interest in the Special Event Treasury
Portfolio and Applicable Ownership Interest in the Remarketing Treasury Portfolio) 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 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



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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 corporate trust
office in New York City or if an officer thereof assigned to such office 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
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.



     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-



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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 (as specified in clause (i) of each paragraph of the
definitions of Applicable Ownership Interest in the Remarketing Treasury Portfolio and Applicable
Ownership Interest in the Special Event 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 (as specified in clause (i) of each
paragraph of the definitions of Applicable Ownership Interest in the Remarketing Treasury Portfolio
and Applicable Ownership Interest in the Special Event 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



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such Notes underlying Pledged Applicable Ownership Interests in Notes, Pledged Treasury
Securities or Pledged Applicable Ownership Interests in the Treasury Portfolio (as specified in
clause (i) of each paragraph of the definitions of Applicable Ownership Interest in the Remarketing
Treasury Portfolio and Applicable Ownership Interest in the Special Event 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 (as specified in clause (i) of each paragraph of the
definitions of Applicable Ownership Interest in the Special Event Treasury Portfolio and Applicable
Ownership Interest in the Remarketing Treasury Portfolio), 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 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 negligent acts,
its own 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;



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     (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



     (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.



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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 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.



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     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 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



126









 







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 an Officers’ Certificate 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.



     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 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.



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     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 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.



128









 





     Without prejudice to its rights hereunder or under applicable law, when any of the Collateral
Agent, Custodial 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.



129









 





     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;




     (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,



130









 







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



     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



131









 







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 that are based on or measured by income in whole or in part (including
franchise taxes)) 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 that are based on or measured
by income in whole or in part (including franchise taxes)) 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, Custodial Agent and Securities
Intermediary shall use reasonable efforts which are consistent with



132









 







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 Special Event, Special Event Redemption and Termination Event. Upon
the occurrence of a Special Event, a Special Event Redemption or 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 Special Event, a Special Event
Redemption or a Termination Event has occurred.



     [SIGNATURES ON THE FOLLOWING PAGE]



133









 





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



	 	 	 	 	 	 	 	 	 	 	 
	GREAT PLAINS ENERGY
INCORPORATED	 	 	 	THE BANK OF NEW YORK
MELLON TRUST COMPANY, N.A.,	 	 
	 	 	 	 	 	 	as Purchase Contract Agent and as
attorney-in-fact of the Holders from
time
to time of the Units	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By:

	 	/s/ Terry Bassham
 

	 	 
	 	By:
	 	/s/ M. Callahan
 

	 	 
	 

	 	Name: Terry Bassham
	 	 	 	 	 	Name: M. Callahan	 	 
	 

	 	Title: Executive Vice
President
– Finance and Strategic
Development and Chief
Financial
Officer
	 	 	 	 	 	Title: Vice President	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Address for Notices:	 	 	 	Address for Notices:	 	 
	1201 Walnut Street	 	 	 	The Bank of New York Mellon Trust	 	 
	Kansas City, Missouri 64106	 	 	 	Company, N.A.	 	 
	Telecopier No.: (816) 556-2418	 	 	 	2 North LaSalle Street,	 	 
	Attention: Treasurer	 	 	 	Suite 1020	 	 
	 	 	 	 	 	 	Chicago, IL 60602	 	 
	With a copy to:	 	 	 	Tel: (312) 827-8500	 	 
	Great Plains Energy Incorporated	 	 	 	Fax: (312) 827-8542	 	 
	1201 Walnut Street	 	 	 	Attention: Global Corporate Trust	 	 
	Kansas City, Missouri 64106	 	 	 	 	 	 	 	 
	Telecopier No.: (816) 556-2418	 	 	 	 	 	 	 	 
	Attention: Assistant General Counsel	 	 	 	 	 	 	 	 






 









 






	 	 	 	 	 	 	 
	 	 	THE BANK OF NEW YORK
MELLON TRUST COMPANY, N.A.,	 	 
	 	 	as Collateral Agent, Custodial
Agent and
Securities Intermediary	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ M. Callahan
 

	 	 
	 

	 	
	 	Name: M. Callahan	 	 
	 

	 	
	 	Title: Vice President	 	 
	 
	 	 	 	 	 	 
	 	 	Address for Notices:

The Bank of New York Mellon Trust

Company, N.A.

2 North LaSalle Street,

Suite 1020

Chicago, IL 60602

Tel:              (312) 827-8500

Fax:              (312) 827-8542

Attention: Global Corporate Trust	 	 







 









 








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.
	 	CUSIP No. 391164 803
	Number of Corporate Units:
	 	ISIN No. US3911648034






GREAT PLAINS ENERGY INCORPORATED

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 5,750,000 Corporate Units]. Each
Corporate Unit consists of (i) the rights and obligations of the Holder under one Purchase Contract
with the Company pursuant to which (A) the Holder will agree to purchase from the Company, and the
Company will agree to sell to the Holder, not later than the Purchase Contract Settlement Date, for
the Stated Amount in cash, a number of newly issued shares of the Common Stock equal to the
Settlement Rate, subject to anti-dilution adjustments and (B) the Company will pay the Holder
quarterly Contract Adjustment Payments, subject to the Company’s right to



A-1









 







defer such Contract Adjustment Payments and (ii) either (A) an Applicable Ownership Interest
in Notes or (B) upon the occurrence of a Special Event Redemption or a Successful Early Remarketing
prior to the Purchase Contract Settlement Date, the Applicable Ownership Interest in the Special
Event Treasury Portfolio or Applicable Ownership Interest in the Remarketing Treasury Portfolio, as
the case may be, subject to the pledge of the Applicable Ownership Interest in the Treasury
Portfolio (as specified in clause (i) of each paragraph of the definition of Applicable Ownership
Interest in the Special Event Treasury Portfolio or Applicable Ownership Interest in the
Remarketing Treasury Portfolio) by such Holder pursuant to the Purchase Contract and Pledge
Agreement.



     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.



     In the event of any inconsistency between the provisions of this Corporate Units Certificate
and the provisions of the Purchase Contract and Pledge Agreement (as defined below), the provisions
of the provisions of the Purchase Contract and Pledge Agreement shall govern and control.



     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
each paragraph of the definitions of Applicable Ownership Interest in the Special Event Treasury
Portfolio and Applicable Ownership Interest in the Remarketing Treasury Portfolio), as the case may
be, constituting part of each Corporate 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 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 each paragraph of the
definitions of Applicable Ownership Interest in the Special Event Treasury Portfolio and Applicable
Ownership Interest in the Remarketing Treasury Portfolio), 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) and (in
the case of Applicable Ownership Interests in the Remarketing Treasury Portfolio) clause (iii) of
each paragraph of the definitions of each of Applicable Ownership Interests in the Remarketing
Treasury Portfolio and Applicable Ownership Interests in the Special Event Treasury Portfolio, as
the case may be), 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) and (in the case of
Applicable Ownership Interests in the Remarketing Treasury Portfolio) clause (iii) of each
paragraph of the definitions of each of Applicable Ownership Interests in the Remarketing Treasury
Portfolio and Applicable Ownership Interests in the Special Event Treasury Portfolio, as the case
may be), 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



A-2









 







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 each paragraph of the definitions of Applicable Ownership Interest in the Special
Event Treasury Portfolio and Applicable Ownership Interest in the Remarketing Treasury Portfolio),
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) and (in the
case of Applicable Ownership Interests in the Remarketing Treasury Portfolio) clause (iii) of each
paragraph of the definitions of each of Applicable Ownership Interests in the Remarketing Treasury
Portfolio and Applicable Ownership Interests in the Special Event Treasury Portfolio, as the case
may be) will be payable at the Corporate Trust Office of the Purchase Contract Agent in The City of
New York, which is located at 101 Barclay Street, New York, New York 10286, 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 each Holder and Beneficial Owner to agree,
for U.S. federal, state and local 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) to treat the Notes as
indebtedness which is subject to the contingent payment debt regulations, (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, (iv) to treat the Notes and the Purchase Contracts comprising the Corporate Units as
separate economic interests, with the Notes treated as debt instruments and the Purchase Contracts
treated as forward contracts and (v) in all events, not to take any position for U.S. federal,
state and local income tax purposes that is inconsistent with or contrary to the above covenants.



     The Company shall pay, on each Contract Adjustment Payment Date, in respect of each Purchase
Contract forming part of a Corporate Unit evidenced hereby, an amount (the “Contract



A-3









 







Adjustment Payments”) equal to 2.00% per year of the Stated Amount, computed on the basis of a
360-day year consisting of twelve 30-day months. Such Contract Adjustment Payments shall be
payable to the Person in whose name this Corporate Units Certificate is registered at the close of
business on the Record Date for such Contract Adjustment Payment Date. The Company may, at its
option, defer such Contract Adjustment Payments as described in the Purchase Contract and Pledge
Agreement. The Contract Adjustment Payments are unsecured and will rank subordinate and junior in
right of payment to all of the Company’s existing and future Senior Indebtedness.



     Interest on the Notes, distributions on the Applicable Ownership Interest in the Remarketing
Portfolio or the Applicable Ownership Interest in the Special Event Treasury Portfolio, as the case
may be, and the Contract Adjustment Payments will be payable at the office of the Purchase Contract
Agent in the City of New York. If the book-entry system for the Corporate Units has been
terminated, the Contract Adjustment Payments will be payable, at the option of the Company, by
check mailed to the address of the Person entitled thereto at such Person’s address as it appears
on the Security Register, or by wire transfer to the account designated by such Person by a prior
written notice to the Purchase Contract Agent.



     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 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-4









 





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



	 	 	 	 	 	 	 
	 	 	GREAT PLAINS ENERGY INCORPORATED	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

	 	 
	 

	 	Title:	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	HOLDER SPECIFIED ABOVE (as to obligations of such
Holder under the Purchase Contracts)	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.,
not individually but solely as attorney-in-fact
of such Holder	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

Authorized Signatory
	 	 






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.



	 	 	 	 	 	 	 
	 	 	THE BANK OF NEW YORK MELLON TRUST COMPANY,      N.A.,
as Purchase Contract Agent	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

Authorized Signatory
	 	 






     Dated:



A-5









 





(REVERSE OF CORPORATE UNITS CERTIFICATE)




     Each Purchase Contract evidenced hereby is governed by a Purchase Contract and Pledge
Agreement, dated as of May 18, 2009 (as may be supplemented from time to time, the “Purchase
Contract and Pledge Agreement”), between the Company and The Bank of New York Mellon Trust Company,
N.A., 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 each paragraph of the definitions of
Applicable Ownership Interest in the Special Event Treasury Portfolio and Applicable Ownership
Interest in the Remarketing Treasury Portfolio) 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 11:00 a.m. (New York City time) on the sixth Business Day immediately preceding the
Purchase Contract Settlement Date 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
seventh Business Day immediately preceding the Purchase Contract Settlement Date, does not make an
effective Early Settlement, shall pay the Purchase Price, as described in the Purchase Contract and
Pledge Agreement, for the shares of Common Stock to be delivered under the related Purchase
Contract from the proceeds of the sale



A-6









 







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 each paragraph of the
definitions of Applicable Ownership Interest in the Special Event Treasury Portfolio and Applicable
Ownership Interest in the Remarketing Treasury Portfolio).



     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, as described in the Purchase Contract and Pledge
Agreement, 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, including, without limitation, the rights of the Holders to receive and the obligation
of the Company to pay any Contract Adjustment Payments, 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 each
paragraph 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,



A-7









 







postage pre-paid, to the Corporate Units Holders the notice required by the Purchase Contract
and Pledge Agreement.



     Upon the occurrence of a Special Event Redemption, the Collateral Agent shall surrender the
Notes underlying Pledged Applicable Ownership Interests in Notes against delivery of an amount
equal to the aggregate Redemption Price of such Notes and shall deposit the funds in the Collateral
Account in exchange for such Notes. Thereafter, the Collateral Agent shall cause the Securities
Intermediary to apply an amount equal to the aggregate Redemption Amount of such funds to purchase,
on behalf of the Holders of Corporate Units, the Special Event Treasury Portfolio.



     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 Remarketing Treasury Portfolio Purchase Price to purchase, on behalf of the
Holders of Corporate Units, the Remarketing Treasury Portfolio.



     Following the occurrence of a Special Event Redemption prior to the Purchase Contract
Settlement Date or 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 each paragraph of the definitions of Applicable Ownership Interest in
the Special Event Treasury Portfolio and Applicable Ownership Interest in the Remarketing Treasury
Portfolio) 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 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”.
Subject to certain exceptions in the Purchase Contract and Pledge Agreement, a Holder may make such
Collateral Substitution only in integral multiples of 20 Corporate Units for 20 Treasury Units.



A-8









 





     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 800 Corporate Units (or such other number of Corporate Units as may
be determined by the Remarketing Agent(s) upon a Successful Remarketing of Notes, which number
shall be provided to a Holder by the Company at the request of such Holder).



     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 each paragraph of the
definitions of Applicable Ownership Interest in the Special Event Treasury Portfolio and Applicable
Ownership Interest in the Remarketing Treasury Portfolio) 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 800 Corporate Units (or such other number of Corporate Units as may be determined by
the Remarketing Agent(s) upon a Successful Remarketing of Notes, which number shall be provided to
a Holder by the Company at the request of such Holder). 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 each paragraph of the definitions of Applicable Ownership
Interest in the Special Event Treasury Portfolio and Applicable Ownership Interest in the
Remarketing Treasury Portfolio) 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 or other consideration specified in the Purchase
Contract and Pledge Agreement 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-9









 





     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 each paragraph of the
definitions of Applicable Ownership Interest in the Special Event Treasury Portfolio and Applicable
Ownership Interest in the Remarketing Treasury Portfolio), 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 each paragraph of the definitions of Applicable Ownership Interest in
the Special Event Treasury Portfolio and Applicable Ownership Interest in the Remarketing Treasury
Portfolio), as the case may be, on the Purchase Contract Settlement Date equal to the aggregate
Purchase Price, as described in the Purchase Contract and Pledge Agreement, 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, receiving payments of
Contract Adjustment Payments (subject to any applicable record date), 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-10









 





ABBREVIATIONS




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



	 	 	 	 	 	 	 	 	 
	TEN COM:

	 	as tenants in common	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	UNIF GIFT MIN ACT:

	 	 	 	Custodian	 	 	 	 
	 

	 	 

(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
Great Plains Energy Incorporated, 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-11









 






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-12









 






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 800 Corporate Units (or such other number of Corporate Units as
may be determined by the Remarketing Agent(s) upon a Successful Remarketing of Notes, which number
shall be provided to a Holder by the Company at the request of such Holder). 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-13









 






     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-14









 






     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-15









 





[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:




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






A-16











 





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.
	 	CUSIP No. 391164 886






ISIN No. US3911648869




Number of Treasury Units:




GREAT PLAINS ENERGY INCORPORATED




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 5,750,000 Treasury Units]. Each Treasury Unit
consists of (i) a 1/20, or 5%, 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



B-1









 




(ii) the rights and obligations of the Holder under one Purchase Contract with the Company
pursuant to which (A) the Holder will agree to purchase from the Company, and the Company will
agree to sell to the Holder, not later than the Purchase Contract Settlement Date, for the Stated
Amount in cash, a number of newly issued shares of the Common Stock equal to the Settlement Rate,
subject to anti-dilution adjustments and (B) the Company will pay the Holder quarterly Contract
Adjustment Payments, subject to the Company’s right to defer such Contract Adjustment Payments.




     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. In the event of
any inconsistency between the provisions of this Treasury Units Certificate and the provisions of
the Purchase Contract and Pledge Agreement (as defined below), the provisions of the provisions of
the Purchase Contract and Pledge Agreement shall govern and control.



     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.



     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 each Holder and Beneficial Owner 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.



     The Company shall pay, on each Contract Adjustment Payment Date, in respect of each Purchase
Contract forming part of a Treasury Unit evidenced hereby, an amount (the “Contract Adjustment
Payments”) equal to 2.00% per year of the Stated Amount, computed on the basis of a 360-day year of
twelve 30-day months. Such Contract Adjustment Payments shall be payable to the Person in whose
name this Treasury Units Certificate is registered at the close of business on the Record Date for
such Payment Date. The Company may, at its option, defer such Contract Adjustment Payments, as
described in the Purchase Contract and Pledge Agreement. The Contract Adjustment Payments are
unsecured and will rank subordinate and junior in right of payment to all of the Company’s existing
and future Senior Indebtedness.



     Contract Adjustment Payments will be payable at the office of the Purchase Contract Agent in
the Borough of Manhattan, New York City. If the book-entry system for the Corporate



B-2









 







Units has been terminated, the Contract Adjustment Payments will be payable, at the option of
the Company, by check mailed to the address of the Person entitled thereto at such Person’s address
as it appears on the Security Register, or by wire transfer to the account designated by such
Person by a prior written notice to the Purchase Contract Agent.



     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-3









 





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



	 	 	 	 	 	 	 	 	 
	 	 	GREAT PLAINS ENERGY INCORPORATED	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	HOLDER SPECIFIED ABOVE (as to obligations of such	 	 
	 	 	Holder under the Purchase Contracts)	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., not individually but solely as attorney-in-fact	 	 
	 	 	 	 	or such Holder	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:	 	 	 	 
	 

	 	 	 	 	 	 

Authorized Signatory
	 	 






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.




	 	 	 	 	 	 	 
	 	 	THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.,	 	 
	 	 	as Purchase Contract Agent	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

Authorized Signatory
	 	 






Dated:




B-4









 





(REVERSE OF TREASURY UNITS CERTIFICATE)




     Each Purchase Contract evidenced hereby is governed by a Purchase Contract and Pledge
Agreement, dated as of May 18, 2009 (as may be supplemented from time to time, the “Purchase
Contract and Pledge Agreement”) between the Company and The Bank of New York Mellon Trust Company,
N.A., 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 5.09 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 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 on or prior to 4:00 p.m. (New York City time) on the seventh Business Day prior to the
Purchase Contract Settlement Date, does not make an effective Early Settlement, shall pay the
Purchase Price, as described in the Purchase Contract and Pledge Agreement, 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, as described in the Purchase Contract and Pledge



B-5









 







Agreement, 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, including, without limitation, the rights of the Holders to receive and the obligation
of the Company to pay any Contract Adjustment Payments, 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 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”. Subject to certain exceptions described in the Purchase Contract and Pledge Agreement, a
Holder may make such Collateral substitution only in multiples of 20 Treasury Units for 20
Corporate Units.



     Subject to and upon compliance with the provisions of, and certain exceptions described in,
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.



B-6









 





     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
(subject to certain exceptions described in the Purchase Contract and Pledge Agreement). 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 or other consideration specified in the Purchase
Contract and Pledge Agreement 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.



     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, as
described in the Purchase Contract and Pledge Agreement, 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.



B-7









 





     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 receiving payments of Contract Adjustment
Payments (subject to any applicable record date), 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-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 Treasury Units Certificates and all rights thereunder, hereby irrevocably constituting
and appointing                      attorney, to transfer said Treasury Units Certificates on the books of
Great Plains Energy Incorporated, 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-9









 






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-10









 





     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-11









 





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






B-12









 








EXHIBIT C




INSTRUCTION TO PURCHASE CONTRACT AGENT FROM HOLDER

(To Create Treasury Units or Corporate Units)




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

as Purchase Contract Agent

2 North LaSalle Street,

Suite 1020

Chicago, IL 60602

Tel:     (312) 827-8500

Fax:      (312) 827-8542

Attention: Global Corporate Trust




     Re: [ Corporate Units] [ Treasury Units] of Great Plains Energy Incorporated, a Missouri
corporation (the “Company”).



     The undersigned Holder hereby notifies you that it has deposited with The Bank of New York
Mellon Trust Company, N.A., 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 May 18, 2009 (the “Agreement”; unless otherwise defined herein, terms defined in the
Agreement are used herein as defined therein), between the Company and The Bank of New York Mellon
Trust Company, N.A., 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 Great Plains Energy Incorporated Company, a
Missouri corporation (the “Company”).



     Please refer to the Purchase Contract and Pledge Agreement, dated as of May 18, 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
The Bank of New York Mellon Trust Company, N.A., 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:                                         




	 	 	 	 	 
	 	 	The Bank of New York Mellon Trust Company,
	 

	 	 	 	N.A.,
	 

	 	 	 	as Purchase Contract Agent
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	 	 	Name:
	 

	 	 	 	Title:
	 

	 	 	 	Authorized Signatory






D-1 









 






EXHIBIT E




NOTICE OF CASH SETTLEMENT




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

as Purchase Contract Agent

2 North LaSalle Street,

Suite 1020

Chicago, IL 60602

Tel:       (312) 827-8500

Fax:       (312) 827-8542

Attention: Global Corporate Trust




     Re: Corporate Units of Great Plains Energy Incorporated, a Missouri 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 May 18, 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 The Bank of New York Mellon
Trust Company, N.A., 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)




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

as Collateral Agent

2 North LaSalle Street,

Suite 1020

Chicago, IL 60602

Tel:      (312) 827-8500

Fax:      (312) 827-8542

Attention: Global Corporate Trust




     Re: Corporate Units of Great Plains Energy Incorporated (the “Company”).



     Please refer to the Purchase Contract and Pledge Agreement, dated as of May 18, 2009 (the
“Agreement”), among the Company and The Bank of New York Mellon Trust Company, N.A., 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 Collateral Agent, for credit to the Collateral Account.



     We hereby request that you instruct the Collateral Agent, 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:                                         




	 	 	 	 	 
	 	 	The Bank of New York Mellon Trust Company,
	 

	 	 	 	N.A.,
	 

	 	 	 	as Purchase Contract Agent and as
	 

	 	 	 	attorney-in-fact of the Holders from
	 

	 	 	 	time to time of the Units












F-1 









 







	 	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	 	 	Name:
	 

	 	 	 	Title:
	 

	 	 	 	Authorized Signatory





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)




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

as Securities Intermediary

2 North LaSalle Street,

Suite 1020

Chicago, IL 60602

Tel:       (312) 827-8500

Fax:       (312) 827-8542

Attention: Global Corporate Trust




     Re: Corporate Units of Great Plains Energy Incorporated (the “Company”).



     The securities account of The Bank of New York Mellon Trust Company, N.A., as Collateral
Agent, maintained by the Securities Intermediary and designated “The Bank of New York Mellon Trust
Company, N.A., as Collateral Agent of Great Plains Energy Incorporated, as pledgee of The Bank of
New York Mellon Trust Company, N.A., as the Purchase Contract Agent on behalf of and as
attorney-in-fact for the Holders” (the “Collateral Account”).



     Please refer to the Purchase Contract and Pledge Agreement, dated as of May 18, 2009 (the
“Agreement”), between the Company and The Bank of New York Mellon Trust Company, N.A., 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:                                         




	 	 	 	 	 
	 	 	The Bank of New York Mellon Trust Company,
	 

	 	 	 	N.A.,
	 

	 	 	 	as Collateral Agent
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	 	 	Name:
	 

	 	 	 	Title:
	 

	 	 	 	Authorized Signatory






G-1 









 






EXHIBIT H




INSTRUCTION

FROM PURCHASE CONTRACT AGENT

TO COLLATERAL AGENT

(Recreation of Corporate Units)




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

as Collateral Agent

2 North LaSalle Street,

Suite 1020

Chicago, IL 60602

Tel:       (312) 827-8500

Fax:       (312) 827-8542

Attention: Global Corporate Trust




     Re: Treasury Units of Great Plains Energy Incorporated (the “Company”).



     Please refer to the Purchase Contract and Pledge Agreement dated as of May 18, 2009 (the
“Agreement”), between the Company and The Bank of New York Mellon Trust Company, N.A., 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 Collateral Agent, for credit to the Collateral Account.



     We hereby request that you instruct the Collateral Agent, 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.



	 	 	 	 	 	 	 
	 	 	 	 	The Bank of New York Mellon Trust Company,
	 

	 	 	 	 	 	N.A.,
	 

	 	 	 	 	 	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)




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

as Security Intermediary

2 North LaSalle Street,

Suite 1020

Chicago, IL 60602

Tel:       (312) 827-8500

Fax:       (312) 827-8542

Attention: Global Corporate Trust




     Re: Treasury Units of Great Plains Energy Incorporated (the “Company”).



     The securities account of The Bank of New York Mellon Trust Company, N.A., as Collateral
Agent, maintained by the Securities Intermediary and designated “The Bank of New York Mellon Trust
Company, N.A., as Collateral Agent of Great Plains Energy Incorporated, as pledgee of The Bank of
New York Mellon Trust Company, N.A., as the Purchase Contract Agent on behalf of and as
attorney-in-fact for the Holders” (the “Collateral Account”).



     Please refer to the Purchase Contract and Pledge Agreement dated as of May 18, 2009 (the
“Agreement”), among the Company and The Bank of New York Mellon Trust Company, N.A., 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.



	 	 	 	 	 	 	 
	 	 	 	 	The Bank of New York Mellon Trust Company,
	 

	 	 	 	 	 	N.A.,
	 

	 	 	 	 	 	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)




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

as Collateral Agent

2 North LaSalle Street,

Suite 1020

Chicago, IL 60602

Tel:       (312) 827-8500

Fax:       (312) 827-8542

Attention: Global Corporate Trust




     Re: Corporate Units of Great Plains Energy Incorporated (the “Company”).



     Please refer to the Purchase Contract and Pledge Agreement dated as of May 18, 2009 (the
“Agreement”), between the Company and The Bank of New York Mellon Trust Company, N.A., 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.



	 	 	 	 	 	 	 
	 	 	 	 	The Bank of New York Mellon Trust Company,
	 

	 	 	 	 	 	N.A.,
	 

	 	 	 	 	 	as Purchase Contract Agent
	 
	 	 	 	 	 	 
	 	 	 	 	 
	Dated:

	 	 	 	By:	 	 
	 

	 	 
	 	 	 	 
	 

	 	 	 	 	 	Name:
	 

	 	 	 	 	 	Title:
	 

	 	 	 	 	 	Authorized Signatory







J-1 











 





EXHIBIT K




INSTRUCTION TO CUSTODIAL AGENT REGARDING REMARKETING




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

as Custodial Agent

2 North LaSalle Street,

Suite 1020

Chicago, IL 60602

Tel:         (312) 827-8500

Fax:         (312) 827-8542

Attention: Global Corporate Trust




     Re: Notes Due 2042 of Great Plains Energy Incorporated (the “Company”).



     The undersigned hereby notifies you in accordance with Section 5.03(d) of the Purchase
Contract and Pledge Agreement, dated as of May 18, 2009 (the “Agreement”), between the Company and
The Bank of New York Mellon Trust Company, N.A., 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(s) 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, December 15, 2011 and ending on, and
including, May 15, 2012][Final Remarketing Period] for remarketing pursuant to Section 5.03(d) of
the Agreement. The undersigned will, upon request of the Remarketing Agent(s), execute and deliver
any additional documents deemed by the Remarketing Agent(s) 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(s), 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(s), 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
	 	 






K-2









 






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)
	 	 





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




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

as Custodial Agent

2 North LaSalle Street,

Suite 1020

Chicago, IL 60602

Tel:         (312) 827-8500

Fax:         (312) 827-8542

Attention: Global Corporate Trust




     Re: Notes Due 2042 of Great Plains Energy Incorporated (the “Company”).



     The undersigned hereby notifies you in accordance with Section 5.03(d) of the Purchase
Contract and Pledge Agreement, dated as of May 18, 2009 (the “Agreement”), among the Company and
you, as Collateral Agent, Custodial Agent and Securities Intermediary, and The Bank of New York
Mellon Trust Company, N.A., 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 person(s) and the address(es) indicated herein under “A. Delivery 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









 






     A. DELIVERY INSTRUCTIONS


In the event of a withdrawal of Separate Notes from a Remarketing, Separate 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)
	 	 





In the event of a withdrawal of Separate Notes from a Remarketing, Separate 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:
	 	 	 	 
	 

	 	 

	 	 








L-2









 








EXHIBIT M




NOTICE OF CASH SETTLEMENT AFTER FAILED FINAL REMARKETING




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

as Purchase Contract Agent

2 North LaSalle Street,

Suite 1020

Chicago, IL 60602

Tel:         (312) 827-8500

Fax:         (312) 827-8542

Attention: Global Corporate Trust





Re: Corporate Units of Great Plains Energy Incorporated, a Missouri 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 May 18, 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)




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

as Collateral Agent

2 North LaSalle Street,

Suite 1020

Chicago, IL 60602

Tel:         (312) 827-8500

Fax:         (312) 827-8542

Attention: Global Corporate Trust





			
	          Re:	 	Corporate Units of Great Plains Energy Incorporated, a Missouri
corporation (the “Company”)




Please refer to the Purchase Contract and Pledge Agreement, dated as of May 18, 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:                                         ,	 	The Bank of New York Mellon Trust Company, N.A., as Purchase
Contract Agent and as attorney-in-fact of the Holders from time to time of the Units






N-1









 






	 	 	 	 	 
	 

	 	By:	 	 
	 
	 	 	 	 
	 

	 	Name:	 	 
	 

	 	Title:	 	 
	 

	 	Authorized Signatory	 	 









     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)




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

as Purchase Contract Agent

2 North LaSalle Street,

Suite 1020

Chicago, IL 60602

Tel:          (312) 827-8500

Fax:          (312) 827-8542

Attention: Global Corporate Trust





Re: Corporate Units of Great Plains Energy Incorporated (the “Company”)


Please refer to the Purchase Contract and Pledge Agreement dated as of May 18, 2009 (the
“Agreement”), by and among you, the Company, and The Bank of New York Mellon Trust Company, N.A.,
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 June 15, 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.



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

as Securities Intermediary




Dated:




By:





O-1











 





EXHIBIT P




FORM OF REMARKETING AGREEMENT




[•]




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

2 North LaSalle Street, Suite 1020

Chicago, Illinois 60602

Attention: Global Corporate Trust




     Ladies and Gentlemen:



     This Agreement is dated as of [•] (the “Agreement”) by and among Great Plains Energy
Incorporated, a Missouri corporation (the “Company”), [•]1, as the reset agent and the
remarketing agent[s] (the “Remarketing Agent”), and The Bank of New York Mellon Trust Company,
N.A., 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), relating to the appointment of
[•] to serve as Remarketing Agent with respect to the Remarketing of the Notes.



     The Company has also entered into: (i) a Purchase Contract and Pledge Agreement, dated as of
May 18, 2009 (the “Purchase Contract and Pledge Agreement”), among the Company, The Bank of New
York Mellon Trust Company, N.A., as Collateral Agent, Custodial Agent and Securities Intermediary,
Purchase Contract Agent and attorney-in-fact for the Holders of the Purchase Contracts, and (ii) an
Underwriting Agreement, dated May 12, 2009 (the “Underwriting Agreement”), among the Company,
Goldman, Sachs & Co. and J.P. Morgan Securities Inc., as Representatives of the several
Underwriters named therein.



     The Company issued its 10.00% Subordinated Notes due 2042 (the “Notes”) under the Subordinated
Indenture dated as of May 18, 2009 (the “Base Indenture”) between the Company and The Bank of New
York Mellon Trust Company, N.A., as Trustee (the “Trustee”), as amended and supplemented by the
Supplemental Indenture No. 1 dated as of May 18, 2009 (the “Supplemental Indenture,” and together
with the Base Indenture, the “Indenture”).



     The terms and conditions under which the Remarketing will occur are provided for in the
Indenture, the Purchase Contract and Pledge Agreement and as provided for herein.



     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, as the case may be.





 




			
	1	 	Insert one or more Remarketing Agents to be designated
by the Company.




P-1









 










     (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” means the Registration Statement or any amendment thereof and any
Preliminary Prospectus taken together with any Issuer Free Writing Prospectus used at or prior to
the time of the first sale.



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



     “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 the second paragraph of
this Agreement.



     “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 principal amount of 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



P-2









 







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).



     “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 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,



P-3









 







the Company shall determine in its sole discretion
if and when to attempt an Early Remarketing, and the Company may postpone an Early Remarketing in
its absolute discretion.



     (c) If 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 each Remarketing Date 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 Remarketing Date in the Final Remarketing Period 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 Remarketed Notes, including those which may be
modified in connection with the Remarketing pursuant to the Indenture, including the Company’s
election whether to modify the maturity date, optional redemption provisions, Events of Default,
interest payment dates and/or the rate per annum, rounded to the nearest one-thousandth (0.001) of
one percent per annum, that the Remarketed 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 them 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 and shall not be a contingent or floating rate.



     (e) If, by 4:00 p.m., New York City time, on the applicable Remarketing Date, (i) 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 (ii) 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:




     (i) the Depositary, the Purchase Contract Agent, the Trustee and the Company (and
promptly deliver a notice in writing thereafter) of the Reset Rate, interest payment dates,
modified Events of Default, if any, maturity date, ranking and optional redemption terms, if
any, determined by the Remarketing Agent in such Remarketing and the aggregate principal
amount of Remarketed Notes sold in such Remarketing;



P-4









 






     (ii) each purchaser (or the Depositary Participant thereof) of Remarketed Notes of the
Reset Rate, interest payment dates, maturity date, ranking and optional redemption terms, if
any, and the aggregate principal amount of Remarketed Notes such purchaser is to purchase;




     (iii) 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




     (iv) 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 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) at the first
time of sale of the Remarketed Notes during the Applicable Remarketing Period and (iii) on and as
of the Remarketing Settlement Date (in each case a “Representation Date”), that:



     (a) This Agreement has been duly authorized, executed and delivered by the Company,
constitutes a valid and binding obligation of the Company, enforceable against the



P-5









 







Company in
accordance with its terms, except to the extent enforceability may be limited by bankruptcy,
insolvency, fraudulent transfer, reorganization, moratorium or other similar laws of general
applicability relating to or affecting the enforcement of creditors’ rights and by the effect of
general principles of equity (regardless of whether enforceability is considered in a proceeding in
equity or at law) and except that rights to indemnification hereunder may be limited by federal or
state securities laws or public policy.



     (b) Each of the representations and warranties of the Company as set forth in Section 1 (other
than those made in subsection (m), (o), (p), (q), (r), (s) and (t)) 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(b), any reference in such sections of the Underwriting Agreement to
(a) the “Registration Statement,” the “Preliminary Prospectus,” the “Prospectus,” the “Disclosure
Package,” the “Representation Date” and the “Transaction Documents” shall be deemed to refer to
such terms as defined herein, (b) the “Closing Date” shall be deemed to refer to the Remarketing
Settlement Date, (c) the “Securities” shall be deemed to refer to the Remarketed Notes,
(d)“Agreement” shall be deemed to refer to this Agreement, (e) “Underwriters” or “Representatives”
shall be deemed to refer to the Remarketing Agent and (f) “Initial Sale Time” shall be deemed to
refer to the time of the first sale of the Remarketed Notes during the applicable Remarketing
Period.



     (c) The Remarketed Notes have been duly authorized and when duly executed, authenticated,
issued and delivered in accordance with the Indenture, will constitute valid and binding
obligations of the Company, enforceable in accordance with their terms, except to the extent
enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization,
moratorium or other similar laws of general applicability relating to or affecting the enforcement
of creditors’ rights and by the effect of general principles of equity (regardless of whether
enforceability is considered in a proceeding in equity or at law) and will be entitled to the
benefits of the Indenture.



     (d) The Remarketed Notes and the Indenture conform in all material respects to the description
thereof contained in the Disclosure Package and the Prospectus, if any.



     (e) 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.



     (a) 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 this case, the
Remarketing Agent may deduct the applicable Remarketing Fee from any amount of the proceeds from
the Successful Remarketing in excess of the Remarketing Treasury Portfolio Purchase Price or the
aggregate principal amount of Remarketed Notes, as applicable.



P-6









 







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, the Company shall:




     (i) prepare the Registration Statement and the Prospectus, in a form approved by the
Remarketing Agent, file any such Prospectus pursuant to the Securities Act within the period
required by the Securities Act and the rules and regulations thereunder and 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;




     (ii) 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;




     (iii) 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;




     (iv) 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;




     (v) 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;




     (vi) 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 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



P-7









 







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 every reasonable effort to obtain its
withdrawal;




     (vii) 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;




     (viii) during the time between the applicable Commencement Date and the Remarketing
Settlement Date, 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, furnish a copy thereof to the Remarketing Agent; and not file any such
amendment or supplement that shall be reasonably disapproved by the Remarketing Agent;




     (ix) 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 its security holders” an
“earnings statement” of the Company 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




     (x) 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;



P-8









 







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) The Company shall pay: (i) 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; (ii) the
costs of distributing the Registration Statement, if any, any Prospectus and any other Remarketing
Materials and any amendments or supplements thereto; (iii) the cost of printing, word-processing or
reproducing this Agreement and any documents in connection with the offering, purchase, sale and
delivery of the Remarketed Notes; (iv) any fees and expenses of qualifying the Remarketed Notes
under the securities laws of the several jurisdictions as provided in Section 5(a)(x) 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); (v) any filing fees incident to any required review and clearance by the
Financial Industry Regulatory Authority (“FINRA”) of the terms of the sale of the Remarketed Notes;
(vi) all other costs and expenses incident to the performance of the obligations of the Company
hereunder and the Remarketing Agent hereunder; and (vii) the reasonable fees and expenses of
counsel to the Remarketing Agent in connection with its duties hereunder.



     (c) The Company shall 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.



     (d) At the written request of the Remarketing Agent, between the applicable Commencement Date
and the applicable Remarketing Settlement Date, the Company will not, without the prior written
consent of the Remarketing Agent (which consent may be withheld at the sole discretion of the
Remarketing Agent), directly or indirectly, sell, offer, contract or grant any option to sell,
transfer or establish an open “put equivalent position” within the meaning of Rule 16a-1(h) under
the Exchange Act, or otherwise dispose of or transfer, or announce the offering of, or file any
registration statement under the Securities Act in respect of, any debt securities of the Company
similar to the Remarketed Notes or securities exchangeable for or convertible into debt securities
similar to the Remarketed Notes.



     (e) The Company represents and agrees that, unless it obtains the prior consent of the
Remarketing Agent, and the Remarketing Agent represent and agree that, unless it obtains the prior
consent of the Company, it has not made and will not make any offer relating to the Remarketed
Notes that would constitute an Issuer Free Writing Prospectus, or that would otherwise constitute a
“free writing prospectus,” as defined in Rule 405 of the Act, required to be filed with the
Commission. Any such free writing prospectus consented to in writing by the Company and the
Remarketing Agent is hereinafter referred to as a “Permitted Free Writing



P-9









 







Prospectus.” The Company
represents that it has treated and agrees that it will treat each Permitted Free Writing Prospectus
as an “issuer free writing prospectus,” as defined in Rule 433 of the Act, and has complied and
will comply with the requirements of Rules 164 and 433 of the Act applicable to any Permitted Free
Writing Prospectus, including timely filing with the Commission where required, legending and
record keeping.



     (f) The Company shall prepare a final term sheet relating to the Remarketed Notes, containing
only information that describes the final terms of the Remarketed Notes after providing the
Remarketing Agent and its legal counsel with a reasonable opportunity to review and comment on such
final term sheet (such final term sheet to be in form and substance as last reviewed by the
Remarketing Agent and the Company), and will file such final term sheet within the period required
by Rule 433(d) of the Act following the date such final terms have been established for the
Remarketed Notes. Any such final term sheet is an Issuer Free Writing Prospectus and a Permitted
Free Writing Prospectus for purposes of this Agreement.



     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 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) During the period of time between the applicable Commencement Date and the Remarketing
Settlement Date, (i) trading or quotation in any of the Company’s securities shall not have been
suspended or materially limited by the New York Stock Exchange or the Commission, or trading in
securities generally on the NASDAQ Global Market or the New York Stock Exchange shall not have been
suspended or materially limited, or minimum or maximum prices shall have been generally established
on either of such stock exchanges by the Commission or the FINRA; (ii) a general banking moratorium
shall not have been declared by any federal or New York authorities; (iii) there shall not have
occurred any outbreak or escalation of national or international hostilities or any crisis or
calamity, or any material adverse change in the United States or international financial markets,
or any change or development involving a prospective substantial change in United States’ or
international political, financial or economic conditions, as in the judgment of the Remarketing
Agent makes it impracticable or inadvisable to proceed with the Remarketing or to enforce contracts
for the sale of the Remarketed Notes; (iv) in the judgment of the Remarketing Agent, there shall
not have occurred



P-10









 







any Material Adverse Change; or (v) there shall not have occurred a material
disruption in commercial banking or securities settlement or clearance services in the United
States.



     (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 and 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 written certificate executed
by the Chief Executive Officer, President or a Vice President of the Company and the Chief
Financial Officer or Chief Accounting Officer of the Company, dated the applicable Remarketing
Settlement Date, to the effect that, to the best of their knowledge after reasonable investigation:




     (i) the Company has received no stop order suspending the effectiveness of the
Registration Statement, and no proceedings for such purpose have been instituted or
threatened by the Commission;




     (ii) the Company has not received from the Commission any notice pursuant to Rule
401(g)(2) of the Securities Act objecting to use of the automatic shelf registration
statement form;




     (iii) there has not occurred any downgrading, and the Company has not received any
notice of any intended or potential downgrading or of any review for a possible change that
does not indicate the direction of the possible change, in the rating accorded any
securities of the Company or any of the Subsidiaries by any “nationally recognized
statistical rating organization” as such term is defined for purposes of Rule 436(g)(2)
under the Securities Act;




     (iv) for the period from the Commencement Date to such Remarketing Settlement Date,
there has not occurred any Material Adverse Change;




     (v) the representations and warranties of the Company in Section 3 of this Agreement
are true and correct with the same force and effect as though expressly made on and as of
such Remarketing Settlement Date.




     (vi) the Company has complied with all the agreements hereunder and satisfied all the
conditions on its part to be performed or satisfied hereunder at or prior to such
Remarketing Settlement Date.



     (e) (i) On the date of a Successful Remarketing, 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



P-11









 







any, and (ii) on the
applicable Remarketing Settlement 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, to the effect that they reaffirm
the statements made in the letter furnished by them pursuant to subsection (e)(i) of this Section
6, except that the specified date referred to therein for the carrying out of procedures shall be
no more than three Business Days prior to the applicable Remarketing Settlement Date.



     (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 Settlement 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 Section (5(g)(i) and 5(g)(ii), and,
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.



     (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 Settlement Date,
in form and substance reasonably satisfactory to the Remarketing Agent.



     (h) At the applicable Remarketing Settlement Date, counsel for the Remarketing Agent shall
have been furnished with such document as they may reasonably require for the purpose of enabling
them to pass upon the issuance and sale of the Remarketed Notes as contemplated herein.



     SECTION 7. Indemnification.



     (a) The Company agrees to indemnify and hold harmless the Remarketing Agent, its directors,
officers, employees and agents, and each person, if any, who controls any Remarketing Agent within
the meaning of the Securities Act and the Exchange Act against any loss, claim, damage, liability
or expense, as incurred, to which such Remarketing Agent, director, officer, employee, agent or
controlling person may become subject, insofar as such loss, claim, damage, liability or expense
(or actions in respect thereof as contemplated below) arises out of or is based upon (i) any untrue
statement or alleged untrue statement of a material fact contained in the Registration Statement,
or any amendment or supplement thereto, including any information deemed to be a part thereof
pursuant to Rule 430B under the Securities Act, or the omission or alleged omission therefrom of a
material fact required to be stated therein or necessary to make the statements therein not
misleading; or (ii) any untrue statement or alleged untrue statement of a material fact included in
any Preliminary Prospectus, any Issuer Free Writing Prospectus or the Prospectus (or any amendment
or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary
in order to make the statements therein, in the light of the circumstances under which they were
made, not misleading; and to reimburse the Remarketing Agent, its officers, directors, employees,
agents and controlling persons for any and all expenses (including the reasonable fees and
disbursements of counsel chosen by the Remarketing Agent)



P-12









 







as such expenses are reasonably incurred
by such Remarketing Agent, officer, director, employee, agent or controlling person in connection
with investigating, defending, settling, compromising or paying any such loss, claim, damage,
liability, expense or action; provided, however, that the foregoing indemnity agreement shall not
apply to any loss, claim, damage, liability or expense to the extent, but only to the extent,
arising out of or based upon any untrue statement or alleged untrue statement or omission or
alleged omission made in reliance upon and in conformity with written information furnished to the
Company by the Remarketing Agent expressly for use in the Registration Statement, any Preliminary
Prospectus, any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement
thereto). The indemnity agreement set forth in this Section 7(a) shall be in addition to any
liabilities that the Company may otherwise have.



     (b) The Remarketing Agent agrees, severally and not jointly, to indemnify and hold harmless
the Company, its directors, its officers who signed the Registration Statement and each person, if
any, who controls the Company within the meaning of the Securities Act or the Exchange Act, against
any loss, claim, damage, liability or expense, as incurred, to which the
Company, or any such director, officer or controlling person may become subject, insofar as
such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated
below) arises out of or is based upon (i) any untrue statement or alleged untrue statement of a
material fact contained in the Registration Statement, or any amendment or supplement thereto, or
the omission or alleged omission therefrom of a material fact required to be stated therein or
necessary to make the statements therein not misleading; or (ii) any untrue statement or alleged
untrue statement of a material fact contained in any Preliminary Prospectus, any Issuer Free
Writing Prospectus or the Prospectus (or any amendment or supplement thereto), or the omission or
alleged omission therefrom of a material fact necessary in order to make the statements therein, in
the light of the circumstances under which they were made, not misleading, in each case to the
extent, and only to the extent, that such untrue statement or alleged untrue statement or omission
or alleged omission was made in the Registration Statement, such Preliminary Prospectus, such
Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto), in
reliance upon and in conformity with written information furnished to the Company by the
Remarketing Agent expressly for use therein; and to reimburse the Company, such director, officer
or controlling person for any and all expenses (including the reasonable fees and disbursements of
counsel chosen by the Company) as such expenses are reasonably incurred by the Company, such
director, officer or controlling person in connection with investigating, defending, settling,
compromising or paying any such loss, claim, damage, liability, expense or action. The indemnity
agreement set forth in this Section 7(b) shall be in addition to any liabilities that each
Remarketing Agent may otherwise have.



     (c) Promptly after receipt by an indemnified party under this Section 7 of notice of the
commencement of any action, such indemnified party will, if a claim in respect thereof is to be
made against an indemnifying party under this Section 7, notify the indemnifying party in writing
of the commencement thereof; but the failure to so notify the indemnifying party (i) will not
relieve it from liability under paragraph (a) or (b) above unless and to the extent it did not
otherwise learn of such action and such failure results in the forfeiture by the indemnifying party
of substantial rights and defenses and (ii) will not, in any event, relieve the indemnifying party



P-13









 







from any liability other than the indemnification obligation provided in paragraph (a) or (b)
above. In case any such action is brought against any indemnified party and such indemnified party
seeks or intends to seek indemnity from an indemnifying party, the indemnifying party will be
entitled to participate in, and, to the extent that it shall elect, jointly with all other
indemnifying parties similarly notified, by written notice delivered to the indemnified party
promptly after receiving the aforesaid notice from such indemnified party, to assume the defense
thereof with counsel satisfactory to such indemnified party; provided, however, such indemnified
party shall have the right to employ its own counsel in any such action and to participate in the
defense thereof, but the fees and expenses of such counsel shall be at the expense of such
indemnified party, unless: (i) the employment of such counsel has been specifically authorized by
the indemnifying party; (ii) the indemnifying party has failed promptly to assume the defense and
employ counsel reasonably satisfactory to the indemnified party; or (iii) the named parties to any
such action (including any impleaded parties) include both such indemnified party and the
indemnifying party or any affiliate of the indemnifying party, and such indemnified party shall
have reasonably concluded that either (x) there may be one or more legal defenses available to it
which are different from or additional to those available to the indemnifying party or such
affiliate of the indemnifying party or (y) a conflict may exist between such indemnified party and
the indemnifying party or such affiliate of the indemnifying party (it being understood, however,
that the indemnifying party 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 fees and expenses of more than one separate firm of
attorneys (in addition to a single firm of local counsel) for all such indemnified parties, which
firm shall be designated in writing by (i) the Remarketing Agent, in the case of indemnification
pursuant to Section 7(a) hereof, or (ii) the Company, in the case of indemnification pursuant to
Section 7(b) hereof, and that all such reasonable fees and expenses shall be reimbursed as they are
incurred).



     (d) The indemnifying party under this Section 7 shall not be liable for any settlement of any
proceeding effected without its written consent, but if settled with such consent or if there is a
final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party
against any loss, claim, damage, liability or expense by reason of such settlement or judgment.
Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested an
indemnifying party to reimburse the indemnified party for fees and expenses of counsel as
contemplated by Section 7(c) hereof, the indemnifying party agrees that it shall be liable for any
settlement of any proceeding effected without its written consent if (i) such settlement is entered
into more than 45 days after receipt by such indemnifying party of the aforesaid request, (ii) such
indemnifying party shall have received notice of the terms of such settlement at least 30 days
prior to such settlement being entered into and (iii) such indemnifying party shall not have
reimbursed the indemnified party in accordance with such request prior to the date of such
settlement. No indemnifying party shall, without the prior written consent of the indemnified
party, effect any settlement, compromise or consent to the entry of judgment in any pending or
threatened action, suit or proceeding in respect of which any indemnified party is or could have
been a party and indemnity was or could have been sought hereunder by such indemnified party,
unless such settlement, compromise or consent (i) includes an unconditional release of such
indemnified party from all liability on claims that are the subject matter of such



P-14









 







action, suit or
proceeding and (ii) does not include a statement as to or an admission of fault, culpability or a
failure to act, by or on behalf of any indemnified party.



     SECTION 8. Contribution.



     (a) If the indemnification provided for in Section 7 hereof is for any reason unavailable to
or otherwise insufficient to hold harmless an indemnified party in respect of any losses, claims,
damages, liabilities or expenses referred to therein, then each indemnifying party shall contribute
to the aggregate amount paid or payable by such indemnified party, as incurred, as a result of any
losses, claims, damages, liabilities or expenses referred to therein 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 pursuant to this
Agreement or ii) if the allocation provided by 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 the Remarketing
Agent, on the other hand, in connection with the statements or omissions which resulted in such
losses, claims, damages, liabilities or expenses, 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, in connection with the remarketing of the Remarketed Notes
pursuant to this Agreement shall be deemed to be in the same respective
proportions as the total net proceeds from the remarketing of the Remarketed Notes pursuant to
this Agreement (before deducting expenses) received by the Company, and the total fees received by
the Remarketing Agent. The relative fault of the Company, on the one hand, and the Remarketing
Agent, on the other hand, shall be determined by reference to, among other things, whether any such
untrue or alleged untrue statement of a material fact or omission or alleged omission to state a
material fact relates to information supplied by the Company, on the one hand, or the Remarketing
Agent, on the other hand, and the parties’ relative intent, knowledge, access to information and
opportunity to correct or prevent such statement or omission.



     (b) The amount paid or payable by a party as a result of the losses, claims, damages,
liabilities and expenses referred to above shall be deemed to include, subject to the limitations
set forth in Section 7(c) hereof, any legal or other fees or expenses reasonably incurred by such
party in connection with investigating or defending any action or claim. The provisions set forth
in Section 7(c) hereof with respect to notice of commencement of any action shall apply if a claim
for contribution is to be made under this Section 8; provided, however, that no additional notice
shall be required with respect to any action for which notice has been given under Section 7(c)
hereof for purposes of indemnification.



     (c) The Company and the Remarketing Agent agree that it would not be just and equitable if
contribution pursuant to this Section 8 were determined by pro rata allocation or by any other
method of allocation which does not take account of the equitable considerations referred to in
this Section 8.



     (d) Notwithstanding the provisions of this Section 8, the Remarketing Agent shall be required
to contribute any amount in excess of the Remarketing Fee received by the Remarketing Agent in
connection with the Remarketing. No person guilty of fraudulent misrepresentation



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(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. For purposes of this Section 8, each
director, officer, employee and agent of a Remarketing Agent and each person, if any, who controls
a Remarketing Agent within the meaning of the Securities Act and the Exchange Act shall have the
same rights to contribution as the Remarketing Agent, and each director of the Company, each
officer of the Company who signed the Registration Statement and each person, if any, who controls
the Company within the meaning of the Securities Act and the Exchange Act shall have the same
rights to contribution as the Company.



     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, 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 a 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 the Transaction Documents. No implied covenants or obligations of or against the
Remarketing Agent shall be read into 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



P-16









 







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 third 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 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:



          [•]




          with a copy to:




          [•]




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     (b) if to the Company, shall be delivered or sent by mail, telex or facsimile transmission to:


Great Plains Energy Incorporated

1201 Walnut Street

Kansas City, Missouri 64106-2124

Facsimile: (816) 556-2418

Attention: Mark English



with a copy to:

Dewey & LeBoeuf LLP

1301 Avenue of Americas

New York, NY 10019

Facsimile: (212) 259-6333

Attention: Peter O’Brien; and




     (c) if to the Purchase Contract Agent, shall be delivered or sent by mail or facsimile
transmission to:


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

2 North LaSalle Street, Suite 1020

Chicago, Illinois 60602

Tel: (312) 827-8500

Fax: 312 827-8542

Attention: Global Corporate Trust




     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.



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     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.



     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.



P-19









 





     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 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,


GREAT PLAINS ENERGY, INCORPORATED

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



CONFIRMED AND ACCEPTED:




[•]

as Remarketing Agent




	 	 	 	 	 
	By:
	 	 	 	 
	 

	 	 

Name:
	 	 
	 

	 	Title:	 	 






	 	 	 	 	 
	THE BANK OF NEW YORK MELLON
TRUST COMPANY, N.A., not
individually, but solely as Purchase
Contract Agent and as attorney-in-fact for
the Holders of the Purchase Contracts	 	 
	 
	By:
	 	 	 	 
	 

	 	 

Name:
	 	 
	 

	 	Title:	 	 







P-21