exhibit4b.htm


    
      

      

    

    Exhibit
4(b)

    


    


    


    


    


    


    


    


    


    


    FPL
GROUP, INC.,

     

    as
Pledgee

     

    DEUTSCHE
BANK TRUST COMPANY AMERICAS,

     

    as
Collateral Agent, Custodial Agent

     

    and
Securities Intermediary,

     

    AND

     

    THE
BANK OF NEW YORK MELLON,

     

    as
Purchase Contract Agent

     

    


    


    


    


    PLEDGE
AGREEMENT

    


    


    


    


    DATED
AS OF MAY 1, 2009

    


    


    


    


    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    TABLE
OF CONTENTS

    


    
      	 
      	 
      	
              Page

            
	
              RECITALS

            	 
      	
              1

            
	
              ARTICLE
      I. DEFINITIONS

            	
              2

            
	
              ARTICLE
      II. PLEDGE; CONTROL AND PERFECTION

            	
              6

            
	
              SECTION
      2.1

            	
              The
      Pledge

            	
              6

            
	
              SECTION
      2.2

            	
              Control
      and Perfection

            	
              7

            
	
              ARTICLE
      III. DISTRIBUTIONS ON PLEDGED COLLATERAL

            	
              8

            
	
              ARTICLE
      IV. SUBSTITUTION, RELEASE, REPLEDGE AND SETTLEMENT OF
      DEBENTURES

            	
              10

            
	
              SECTION
      4.1

            	
              Substitution
      for Debentures and the Creation of Treasury Units

            	
              10

            
	
              SECTION
      4.2

            	
              Substitution
      for Treasury Securities and the Creation of Corporate Unit

            	
              11

            
	
              SECTION
      4.3

            	
              Termination
      Even

            	
              13

            
	
              SECTION
      4.4

            	
              Cash
      Settlement

            	
              14

            
	
              SECTION
      4.5

            	
              Early
      Settlement; Fundamental Change Early Settlement

            	
              15

            
	
              SECTION
      4.6

            	
              Application
      of Proceeds Settlement

            	
              16

            
	
              ARTICLE
      V. VOTING RIGHTS — DEBENTURES

            	
              18

            
	
              ARTICLE
      VI. RIGHTS AND REMEDIES; DISTRIBUTION OF THE DEBENTURES; SPECIAL EVENT
      REDEMPTION; REMARKETING

            	
              19

            
	
              SECTION
      6.1

            	
              Rights
      and Remedies of the Collateral Agent

            	
              19

            
	
              SECTION
      6.2

            	
              Special
      Event Redemption; Mandatory Redemption; Remarketing

            	
              20

            
	
              SECTION
      6.3

            	
              Remarketing
      During the Period for Early Remarketing

            	
              21

            
	
              SECTION
      6.4

            	
              Substitutions

            	
              22

            
	
              ARTICLE
      VII. REPRESENTATIONS AND WARRANTIES; COVENANTS

            	
              22

            
	
              SECTION
      7.1

            	
              Representations
      and Warranties

            	
              22

            
	
              SECTION
      7.2

            	
              Covenants

            	
              23

            
	
              ARTICLE
      VIII. THE COLLATERAL AGENT

            	
              23

            
	
              SECTION
      8.1

            	
              Appointment,
      Powers and Immunities

            	
              23

            
	
              SECTION
      8.2

            	
              Instructions
      of the Company

            	
              24

            
	
              SECTION
      8.3

            	
              Reliance

            	
              24

            
	
              SECTION
      8.4

            	
              Rights
      in Other Capacities

            	
              25

            
	
              SECTION
      8.5

            	
              Non-Reliance

            	
              25

            
	
              SECTION
      8.6

            	
              Compensation
      and Indemnity

            	
              25

            
	
              SECTION
      8.7

            	
              Failure
      to Act

            	
              26

            
	
              SECTION
      8.8

            	
              Resignation
      of Collateral Agent

            	
              26

            
	
              SECTION
      8.9

            	
              Right
      to Appoint Agent or Advisor

            	
              27

            
	
              SECTION
      8.10

            	
              Survival

            	
              27

            
	
              SECTION
      8.11

            	
              Exculpation

            	
              27

            
	
              ARTICLE
      IX. AMENDMENT

            	
              28

            
	
              SECTION
      9.1

            	
              Amendment
      Without Consent of Holders

            	
              28

            
	
              SECTION
      9.2

            	
              Amendment
      with Consent of Holders

            	
              28

            
	
              SECTION
      9.3

            	
              Execution
      of Amendments

            	
              29

            


    

    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    
      	 
      	 
      	
              Page

            
	 
      	 
      	 
      
	
              SECTION
      9.4

            	
              Effect
      of Amendments

            	
              29

            
	
              SECTION
      9.5

            	
              Reference
      to Amendments

            	
              30

            
	
              ARTICLE
      X. MISCELLANEOUS

            	
              30

            
	
              SECTION
      10.1

            	
              No
      Waiver

            	
              30

            
	
              SECTION
      10.2

            	
              Governing
      Law

            	
              30

            
	
              SECTION
      10.3

            	
              Notices

            	
              31

            
	
              SECTION
      10.4

            	
              Successors
      and Assigns

            	
              31

            
	
              SECTION
      10.5

            	
              Counterparts

            	
              31

            
	
              SECTION
      10.6

            	
              Separability

            	
              31

            
	
              SECTION
      10.7

            	
              Expenses,
      etc.

            	
              31

            
	
              SECTION
      10.8

            	
              Security
      Interest Absolute

            	
              32

            


    

    


    
      	
              EXHIBIT A

            	
              Instruction
      From Purchase Contract Agent To Collateral Agent

            	
              A-1

            
	
              EXHIBIT B

            	
              Instruction
      To Purchase Contract Agent

            	
              B-1

            
	
              EXHIBIT C

            	
              Instruction
      To Custodial Agent Regarding Remarketing

            	
              C-1

            
	
              EXHIBIT D

            	
              Instruction
      To Custodial Agent Regarding Withdrawal From Remarketing

            	
              D-1

            


    

    


    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    PLEDGE
AGREEMENT, dated as of May 1, 2009 (this “Agreement”), by and among FPL
Group, Inc., a Florida corporation (the “Company”), as pledgee,
Deutsche Bank Trust Company Americas, a New York banking corporation, not
individually but solely as collateral agent (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 a “securities
intermediary” as defined in Section 8-102(a)(14) of the UCC (as defined
herein) (in such capacity, together with its successors in such capacity, the
“Securities Intermediary”), and The Bank
of New York Mellon, a New York banking corporation, not individually but solely
as purchase contract agent and as attorney-in-fact of the Holders of the Units
(each as defined in the Purchase Contract Agreement (as hereinafter defined))
from time to time of the Equity Units (as hereinafter defined) (in such
capacity, together with its successors in such capacity, the “Purchase Contract Agent”)
under the Purchase Contract Agreement.

     

    RECITALS

     

    The
Company and the Purchase Contract Agent are parties to the Purchase Contract
Agreement, dated as of the date hereof (as modified and supplemented and in
effect from time to time, the “Purchase Contract Agreement”),
pursuant to which there may be issued up to 8,050,000 units (referred to as
“Equity Units”) of the Company, having a
stated amount of $50 (the “Stated Amount”) per Equity
Unit.

     

    The
Equity Units will initially consist of 7,000,000 Corporate Units and 0 Treasury
Units.  Each Corporate Unit will initially be comprised of (a) a stock
purchase contract (as modified and supplemented and in effect from time to time,
a “Purchase Contract”)
under which (i) the Holder will purchase from the Company not later than
June 1, 2012 (“Purchase
Contract Settlement Date”), for $50 in cash, a number of newly-issued
shares of common stock, $0.01 par value per share, of the Company (“Common Stock”) equal to the
applicable Settlement Rate and (ii) the Company will pay certain Contract
Adjustment Payments to the Holders as provided in the Purchase Contract
Agreement, and (b) either (A) prior to the Purchase Contract Settlement Date so
long as no Special Event Redemption or Mandatory Redemption has occurred,
(i) the Applicable Ownership Interest in Debentures, such debentures the
Series C Debentures (“Debentures”) issued by FPL
Group Capital Inc (“FPL Group
Capital”), or (ii) following a Successful Remarketing during the
Period for Early Remarketing, the Applicable Ownership Interest in the Treasury
Portfolio, or (B) upon the occurrence of a Special Event Redemption or a
Mandatory Redemption (if the Purchase Contracts have not been previously or
concurrently terminated in accordance with the Purchase Contract Agreement)
prior to the Purchase Contract Settlement Date, the Applicable Ownership
Interest in the Treasury Portfolio.

     

    Each
Treasury Unit will initially be comprised of (a) a Purchase Contract under which
(i) the Holder will purchase from the Company not later than the Purchase
Contract Settlement Date, for $50 in cash, a number of newly-issued shares of
Common Stock equal to the applicable Settlement Rate and (ii) the Company
will pay certain Contract Adjustment Payments to the Holders as provided in the
Purchase Contract Agreement, and (b) a 1/20, or 5%, undivided beneficial
ownership interest in a zero-coupon U.S. Treasury security having a principal
amount at maturity equal to $1,000 and maturing on May 31, 2012 (CUSIP
No. 912820PR2 (“Treasury
Security”).


    
      
         


      

      
        
          

        

      

      
         


      

    


    


    Pursuant
to the terms of the Purchase Contract Agreement, the Company may issue up to
1,050,000 additional Corporate Units and, if the Company issues such additional
Corporate Units, the related Applicable Ownership Interest in Debentures will be
pledged hereunder.

     

    Pursuant
to the terms of the Purchase Contract Agreement and the Purchase Contracts, the
Holders, from time to time, of the Equity Units 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 and in the name of
such Holders and to grant the pledge provided hereby of the Applicable Ownership
Interest in Debentures, any Applicable Ownership Interest in the Treasury
Portfolio and any Treasury Securities to secure each Holder’s obligations under
the related Purchase Contract, as provided herein and subject to the terms
hereof.  Upon such pledge, the Debentures underlying the Applicable
Ownership Interest in Debentures will be beneficially owned by the Holders but
will be owned of record by the Purchase Contract Agent subject to the Pledge
hereunder, and the Treasury Securities (and the Applicable Ownership Interest in
the Treasury Portfolio) will be beneficially owned by the Holders but will be
held in book-entry form by the Securities Intermediary subject to the
Pledge.

     

    Accordingly,
the Company, the Collateral Agent, the Securities Intermediary, the Custodial
Agent and the Purchase Contract Agent, on its own behalf and as attorney-in-fact
of the Holders from time to time of the Equity Units, agree as
follows:

     

    ARTICLE
I.


     

    DEFINITIONS

     

    For
all purposes of this Agreement, except as otherwise expressly provided or unless
the context otherwise requires (terms not otherwise defined herein are used
herein with the meaning ascribed to them in the Purchase Contract
Agreement):

     

    (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;

     

    (b) 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, other subdivision or Exhibit ; and

     

    (c) the
following terms have the meanings given to them in this
Article I:

     

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

     

    “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.

     

    “Business Day” means any day
other than a Saturday, a Sunday or any other day on which banking institutions
and trust companies in The City of New York (in the State of New York) are
permitted or required by any applicable law, regulation or executive order to
close.


    
      
         


      

      
        2

        
          

        

      

      
         


      

    


    


    “Collateral” means the
collective reference to:

     

    (a) the
Collateral Account and all securities, financial assets, cash and other property
credited thereto and all Security Entitlements related thereto from time to time
credited to the Collateral Account, including, without limitation, (A) the
Applicable Ownership Interests in Debentures and security entitlements relating
thereto (and the Debentures and security entitlements relating thereto delivered
to the Collateral Agent in respect of such Applicable Ownership Interests in
Debentures), (B) the Applicable Ownership Interests in the Treasury Portfolio
(as specified in clause (i) of the definition of such term) and Security
Entitlements relating thereto, (C) any Treasury Securities and Security
Entitlements relating thereto Transferred to the Securities Intermediary from
time to time in connection with the creation of Treasury Units in accordance
with Section 3.13
of the Purchase Contract Agreement and (D) payments made by Holders
pursuant to Section 4.4
hereof;

     

    (b) 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

     

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

     

    “Collateral Account” means the
securities account (number S30731.1) maintained at Deutsche Bank Trust Company
Americas in the name “The Bank of New York Mellon, as Purchase Contract Agent on
behalf of the Holders of Equity Units subject to the security interest of
Deutsche Bank Trust Company Americas as Collateral Agent under this Agreement,
for the benefit of FPL Group, Inc., as pledgee” and any successor
account.

     

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

     

    “Common Stock” has the meaning
specified in the Recitals.

     

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

     

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

     

    “Debentures” has the meaning
specified in the Recitals.

     

    “Entitlement Orders” has the
meaning specified in Section 8-102(a)(8) of the UCC.

     

    “Equity Units” has the meaning
specified in the Recitals.

     

    “FPL Group Capital” has the
meaning specified in the Recitals.

     

    “Indenture” means the
Indenture (For Unsecured Debt Securities), dated as of June 1, 1999,
between FPL Group Capital and the Indenture Trustee pursuant to which the
Debentures are to be issued, as originally executed and delivered and as it may
from time to time


    
      
         


      

      
        3

        
          

        

      

      
         


      

    


    


    be
supplemented or amended by one or more indentures supplemental thereto entered
into pursuant to the applicable provisions thereof and shall include the terms
of a particular series of securities established as contemplated by Section 301
thereof.

     

    “Indenture Trustee” means The
Bank of New York Mellon, as trustee under the Indenture, or any successor
thereto.

     

    “Permitted Investments” means
any one of the following which shall mature not later than the next succeeding
Business Day (i) 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
thereof or such indebtedness constitutes a general obligation of it);
(ii) 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 U.S. $200 million at the time of deposit; (iii) investments with
an original maturity of 365 days or less of any Person that is fully and
unconditionally guaranteed by an institution referred to in clause (ii);
(iv) 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;
(v) 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
Service, a Division of McGraw-Hill Companies, Inc. (“S&P”), or at least equal
to “P-1” by Moody’s Investors Service, Inc. (“Moody’s”); and
(vi) 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.

     

    “Pledge” has the meaning
specified in Section 2.1
hereof.

     

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

     

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


    
      
         


      

      
        4

        
          

        

      

      
         


      

    


    


    “Pledged Securities” means the
Pledged Applicable Ownership Interests in Debentures, 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.

     

    “Proceeds” means all interest,
dividends, cash, instruments, securities, financial assets (as defined in
Section 8-102(a)(9) of the UCC) and other property from time to time
received, receivable or otherwise distributed upon the sale, exchange,
collection or disposition of the Collateral or any proceeds
thereof.

     

    “Purchase Contract” has the
meaning specified in the Recitals.

     

    “Purchase Contract Agent” has
the meaning specified in the first paragraph of this Agreement.

     

    “Purchase Contract Agreement”
has the meaning specified in the Recitals.

     

    “Purchase Contract Settlement
Date” has the meaning specified in the Recitals.

     

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

     

    “Security Entitlement” has the
meaning specified in Section 8-102(a)(17) of the UCC.

     

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

     

    “Stated Amount” has the
meaning specified in the Recitals.

     

    “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.

     

    “Transfer” means, with respect
to the Collateral and in accordance with the instructions of the Collateral
Agent, the Purchase Contract Agent or the Holder, as applicable:

     

    (a) except
as otherwise provided in Section 2.1
hereof, in the case of Collateral consisting of securities which cannot
be delivered by book-entry or which the parties agree are to be delivered in
physical form, delivery in physical form to the recipient accompanied by any
duly executed instruments of transfer, assignments in blank, transfer tax stamps
and any other documents necessary to constitute a legally valid transfer to the
recipient; and


    
      
         


      

      
        5

        
          

        

      

      
         


      

    


    (b) in
the case of Collateral consisting of securities maintained in book-entry form,
causing a “securities intermediary” (as defined in Section 8-102(a)(14) of
the UCC) to (i) credit a Security Entitlement with respect to such
securities to a “securities account” (as defined in Section 8-501(a) of the
UCC) maintained by or on behalf of the recipient and (ii) to issue a
confirmation to the recipient with respect to such credit.  In the
case of Collateral to be delivered to the Collateral Agent, the securities
intermediary shall be the Securities Intermediary and the securities account
shall be the Collateral Account.

     

    “Treasury Security” has the
meaning specified in the Recitals.

     

    “UCC” has the meaning
specified in Section 6.1
hereof.

     

    “Value” with respect to any
item of Collateral on any date means, as to (i) cash, the amount thereof,
(ii) Treasury Securities or Applicable Ownership Interest in Debentures,
the aggregate principal amount thereof at maturity and (iii) Applicable
Ownership Interests in the Treasury Portfolio (as specified in clause (i) of the
definition thereof), the aggregate percentage of the aggregate principal amount
at maturity.

     

    ARTICLE
II.


     

    PLEDGE;
CONTROL AND PERFECTION

     

    
      	
              SECTION
      2.1  

            	
              The
      Pledge

            


    

     

    The
Holders from time to time acting through the Purchase Contract Agent, as their
attorney-in-fact, and the Purchase Contract Agent, as such attorney-in-fact,
hereby pledge and grant to the Collateral Agent, for the benefit of the Company,
as collateral security for the performance when due by such Holders of their
respective obligations under the related Purchase Contracts, a security interest
in all of the right, title and interest of such Holders and the Purchase
Contract Agent in the Collateral.  Prior to or concurrently with the
execution and delivery of this Agreement, the Purchase Contract Agent, on behalf
of the initial Holders of the Equity Units, shall cause the Debentures
underlying the Pledged Applicable Ownership Interests in Debentures comprising a
part of the Corporate Units, to be Transferred to the Collateral Agent for the
benefit of the Company.  Such Debentures shall be Transferred by
physically delivering such Debentures to the Collateral Agent endorsed in
blank.  From time to time, the Treasury Securities and the Treasury
Portfolio, as applicable, shall be Transferred to the Collateral Account
maintained by the Collateral Agent as the Securities Intermediary by book-entry
transfer to the Collateral Account in accordance with the TRADES Regulations and
other applicable law and by the notation by the Securities Intermediary on its
books that a Security Entitlement with respect to such Treasury Securities or
Treasury Portfolio, has been credited to the Collateral Account.  For
purposes of perfecting the Pledge under applicable law, including, to the extent
applicable, the TRADES Regulations or the Uniform Commercial Code as adopted and
in effect in any applicable jurisdiction, the Collateral Agent shall be the
agent of the Company as provided herein.  The pledge provided in this
Section 2.1 is herein referred to as the “Pledge.”  Subject to
the Pledge and the provisions of Section 2.2
hereof, the Holders from time to time shall have full beneficial
ownership of the Collateral.  The Collateral Agent shall
have


    
      
         


      

      
        6

        
          

        

      

      
         


      

    


    


    the
right to have the Debentures held in physical form reregistered in its name or
in the name of its agent or the Securities Intermediary and credited to the
Collateral Account.

    


    Except
as may be required in order to release Pledged Applicable Ownership Interest in
Debentures (or if (i) a Special Event Redemption, (ii) a Mandatory
Redemption if the Purchase Contracts have not been previously or concurrently
terminated in accordance with the Purchase Contract Agreement or (iii) a
Successful Remarketing has occurred, the Pledged Applicable Ownership Interest
in the Treasury Portfolio) or Pledged Treasury Securities in connection with a
Holder’s election to convert its investment from Corporate Units to Treasury
Units, or from Treasury Units to Corporate Units, as the case may be, or except
as otherwise required to release Pledged Securities as specified herein, neither
the Collateral Agent nor the Securities Intermediary shall relinquish physical
possession of any certificate evidencing Debentures (or if (i) a Special
Event Redemption, (ii) Mandatory Redemption if the Purchase Contracts have
not been previously or concurrently terminated in accordance with the Purchase
Contract Agreement or (iii) a Successful Remarketing has occurred, the
Applicable Ownership Interest in the Treasury Portfolio) or Treasury Securities
prior to the termination of this Agreement.  If it becomes necessary
for the Collateral Agent to relinquish physical possession of a certificate in
order to release a portion of the Debentures evidenced thereby from the Pledge,
the Collateral Agent shall use its best efforts to obtain physical possession of
a replacement certificate evidencing any Debentures remaining subject to the
Pledge hereunder registered to it or endorsed in blank within ten days of the
date it relinquished possession.  The Collateral Agent shall promptly
notify the Company of its failure to obtain possession of any such replacement
certificate as required hereby.

     

    
      	
              SECTION
      2.2  

            	
              Control
      and Perfection

            


    

     

    (a) In
connection with the Pledge granted in Section 2.1,
and subject to the other provisions of this Agreement, the Holders from time to
time acting through the Purchase Contract Agent, as their attorney-in-fact,
hereby authorize and direct the Securities Intermediary (without the necessity
of obtaining the further consent of the Purchase Contract Agent or any of the
Holders), and the Securities Intermediary agrees, to comply with and follow any
instructions and Entitlement Orders that the Collateral Agent on behalf of the
Company may give in writing with respect to the Collateral Account, the
Collateral credited thereto and any Security Entitlements with respect to any
thereof.  Such instructions and Entitlement Orders may, without
limitation, direct the Securities Intermediary to transfer, redeem, sell,
liquidate, assign, deliver or otherwise dispose of the Debentures, the Treasury
Securities, any Treasury Portfolio and any Security Entitlements with respect
thereto and to pay and deliver any income, proceeds or other funds derived
therefrom to the Company.  The Purchase Contract Agent and the Holders
from time to time, acting through the Purchase Contract Agent, each hereby
further authorize and direct the Collateral Agent, as agent of the Company, to
itself issue instructions and Entitlement Orders, and to otherwise take action,
with respect to the Collateral Account, the Collateral credited thereto and any
Security Entitlements with respect thereto, pursuant to the terms and provisions
hereof, all without the necessity of obtaining the further consent of the
Purchase Contract Agent or any of the Holders.  The Collateral Agent
shall be the agent of the Company and shall act as directed in writing by the
Company.  Without limiting the generality of the foregoing, the
Collateral Agent shall issue Entitlement Orders to the Securities Intermediary
when and as required by the terms hereof or as directed by the
Company.


    
      
         


      

      
        7

        
          

        

      

      
         


      

    


    


    (b) The
Securities Intermediary hereby confirms and agrees that: (i) all securities
or other property underlying any financial assets credited to the Collateral
Account shall be registered in the name of the Securities Intermediary, endorsed
to the Securities Intermediary or in blank or credited to another collateral
account maintained in the name of the Securities Intermediary and in no case
will any financial asset credited to the Collateral Account be registered in the
name of the Purchase Contract Agent, the Company or any Holder, payable to the
order of, or specially endorsed to, the Purchase Contract Agent, the Collateral
Agent, the Company or any Holder except to the extent the foregoing have been
specially endorsed to the Securities Intermediary or in blank; (ii) all
property delivered to the Securities Intermediary pursuant to this Agreement
(including, without limitation, any Pledged Securities) will be promptly
credited to the Collateral Account; (iii) the Collateral Account is an
account to which financial assets are or may be credited, and the Securities
Intermediary shall, subject to the terms of this Agreement, treat the Purchase
Contract Agent as the “entitlement holder” (as
defined in Section 8-102(a)(7) of the UCC) with respect to the Collateral
Account; (iv) the Securities Intermediary has not entered into, and until
the termination of this Agreement will not enter into, any agreement with any
other Person relating to the Collateral Account and/or any financial assets
credited thereto pursuant to which it has agreed to comply with Entitlement
Orders of such other Person; and (v) the Securities Intermediary has not
entered into, and until the termination of this Agreement will not enter into,
any agreement with the Company, the Collateral Agent, the Purchase Contract
Agent or the Holders of the Equity Units purporting to limit or condition the
obligation of the Securities Intermediary to comply with Entitlement Orders as
set forth in this Section 2.2 hereof.

     

    (c) The
Securities Intermediary hereby agrees that 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” within the
meaning of Section 8-102(a)(9) of the UCC.

     

    (d) In
the event of any conflict between this Agreement (or any portion hereof) and any
other agreement now existing or hereafter entered into, the terms of this
Agreement shall prevail.

     

    (e) The
Purchase Contract Agent hereby irrevocably constitutes and appoints the
Collateral Agent and the Company, and each of them severally, with full power of
substitution, as the Purchase Contract Agent’s attorney-in-fact to take on
behalf of, and in the name, place and stead of the Purchase Contract Agent and
the Holders, any action necessary or desirable to perfect and to keep perfected
the security interest in the Collateral referred to in Section 2.1.  The
grant of such power-of-attorney shall not be deemed to require of the Collateral
Agent any specific duties or obligations not otherwise assumed by the Collateral
Agent hereunder.

     

    ARTICLE
III.


     

    DISTRIBUTIONS
ON PLEDGED COLLATERAL

     

    So
long as the Purchase Contract Agent is the registered owner of the Debentures
underlying the Pledged Applicable Ownership Interests in Debentures, it shall
receive all


    
      
         


      

      
        8

        
          

        

      

      
         


      

    


    


    payments
thereon.  If the Debentures underlying the Pledged Applicable
Ownership Interests in Debentures are reregistered, such that the Collateral
Agent becomes the registered holder, all payments of principal or interest on
such Debentures, together with any payments of principal or interest or cash
distributions in respect of any other Pledged Securities received by the
Collateral Agent that are properly payable hereunder shall be paid by the
Collateral Agent by wire transfer in same day funds:

     

    (i) In
the case of (A) payment of interest with respect to the Pledged Applicable
Ownership Interests in Debentures or cash distributions on the Pledged
Applicable Ownership Interests in the Treasury Portfolio (as specified in clause
(ii) of the definition of the term “Applicable Ownership Interest in the
Treasury Portfolio”), as the case may be, and (B) any payments of principal
with respect to any Applicable Ownership Interest in Debentures or the
Applicable Ownership Interest in the Treasury Portfolio (as specified in clause
(i) of the definition of such term), as the case may be, that have been released
from the Pledge pursuant to Section 4.3
hereof, to the Purchase Contract Agent, for the benefit of the relevant Holders
of Corporate Units, to the account designated by the Purchase Contract Agent for
such purpose, no later than 2:00 p.m., New York City time, on the Business Day
such payment is received by the Collateral Agent (provided that in the event
such payment is received by the Collateral Agent on a day that is not a Business
Day or after 12:30 p.m., New York City time, on a Business Day, then such
payment shall be made no later than 10:30 a.m., New York City time, on the next
succeeding Business Day);

     

    (ii) In
the case of any principal payments with respect to any Treasury Securities that
have been released from the Pledge pursuant to Section 4.3
hereof, to the Holders of the Treasury Units, to the accounts designated by them
to the Collateral Agent in writing for such purpose, no later than 2:00 p.m.,
New York City time, on the Business Day such payment is received by the
Collateral Agent (provided that in the event such payment is received by the
Collateral Agent on a day that is not a Business Day or after 12:30 p.m., New
York City time, on a Business Day, then such payment shall be made no later than
10:30 a.m., New York City time, on the next succeeding Business Day);
and

     

    (iii) In
the case of payments of the principal of any Pledged Applicable Ownership
Interests in Debentures or on the Pledged Applicable Ownership Interests in the
Treasury Portfolio (as specified in clause (i) of the definition of the term
“Applicable Ownership Interest in the Treasury Portfolio”), as the case may be,
or the principal of any Pledged Treasury Securities, to the Company on the
Purchase Contract Settlement Date in accordance with the procedure set forth in
Section 4.6(a)
or 4.6(b) hereof, in full satisfaction of the respective obligations of
the Holders under the related Purchase Contracts.

     

    All
payments received by the Purchase Contract Agent as provided herein shall be
applied by the Purchase Contract Agent pursuant to the provisions of the
Purchase Contract Agreement.  If, notwithstanding the foregoing, the
Purchase Contract Agent or a Holder of Corporate Units shall receive any
payments of principal on account of any Applicable Ownership Interest in
Debentures or, if applicable, the Applicable Ownership Interest in the Treasury
Portfolio (as specified in clause (i) of the definition of such term) in the
Treasury Portfolio that, at the time of such payment, is a Pledged Applicable
Ownership Interest in Debentures or the Pledged Applicable Ownership Interests
in the Treasury Portfolio, as the case


    
      
         


      

      
        9

        
          

        

      

      
         


      

    


    


    may
be, or the Purchase Contract Agent or a Holder of Treasury Units shall receive
any payments of principal on account of any Treasury Securities that, at the
time of such payment, are Pledged Treasury Securities, the Purchase Contract
Agent or such Holder, as the case may be, shall transfer the Proceeds of such
payment of principal on such Pledged Applicable Ownership Interests in
Debentures, Pledged Applicable Ownership Interests in the Treasury Portfolio, or
Pledged Treasury Securities, as the case may be, to the Collateral Agent and the
Collateral Agent shall hold such Proceeds for the benefit of the Company as
Collateral for the performance when due by such Holder of its obligations under
the related Purchase Contracts.

     

    ARTICLE
IV.


     

    SUBSTITUTION,
RELEASE, REPLEDGE AND SETTLEMENT OF DEBENTURES

     

    
      	
              SECTION
      4.1  

            	
              Substitution
      for Debentures and the Creation of Treasury
  Units

            


    

     

    A
Holder of a Corporate Unit may create or recreate a Treasury Unit and separate
the Applicable Ownership Interest in Debentures or the Applicable Ownership
Interest in the Treasury Portfolio, as applicable, from the related Purchase
Contract in respect of such Corporate Unit by substituting Treasury Securities
for all, but not less than all, of the Applicable Ownership Interest in
Debentures or Applicable Ownership Interest in the Treasury Portfolio that form
a part of such Corporate Unit in accordance with this Section 4.1 and Section
3.13 of the Purchase Contract Agreement; provided, however, that if the
Applicable Ownership Interest in the Treasury Portfolio has not replaced the
Applicable Ownership Interest in Debentures as a component of Corporate Units as
a result of a Successful Remarketing or a Special Event Redemption or a
Mandatory Redemption, such Collateral Substitutions may only be made on or prior
to 5:00 p.m., New York City time, on the seventh Business Day immediately
preceding the Purchase Contract Settlement Date; and if the Treasury Portfolio
has replaced the Debentures underlying the Applicable Ownership Interest in
Debentures as a component of Corporate Units as a result of a Successful
Remarketing or a Special Event Redemption or a Mandatory Redemption, such
Collateral Substitutions may only be made on or prior to the second Business Day
immediately preceding the Purchase Contract Settlement Date.  In
accordance with Section
3.13 of the Purchase Contract Agreement, unless a Successful Remarketing
or a Special Event Redemption or a Mandatory Redemption has previously occurred,
Holders of Corporate Units shall not be permitted to effect Collateral
Substitutions during the period commencing on and including the Business Day
prior to the first of the three sequential Remarketing Dates comprising a
Three-Day Remarketing Period and ending on and including the Reset Date relating
to a Successful Remarketing during such Three-Day Remarketing Period or, if none
of the Remarketings during such Three-Day Remarketing Period is successful, the
Business Day following the last of the three sequential Remarketing Dates
occurring during such Three-Day Remarketing Period.  Holders of
Corporate Units may make Collateral Substitutions and establish Treasury Units
(i) only in integral multiples of 20 Corporate Units if Applicable
Ownership Interests in Debentures are being substituted for Treasury Securities,
or (ii) only in integral multiples of 20,000 Corporate Units (or such other
number of Corporate Units as may be determined by the Remarketing Agent
following a Successful Remarketing if the Reset Date is not a Payment Date) if
the Applicable Ownership Interests in the Treasury Portfolio are being
substituted for Treasury Securities.  For example, to create 20
Treasury Units (if a Special Event Redemption or a Mandatory Redemption has not
occurred and the Applicable Ownership


    
      
         


      

      
        10

        
          

        

      

      
         


      

    


    Interests
in Debentures remain components of Corporate Units), or 20,000 Treasury Units
(if a Special Event Redemption or a Mandatory Redemption has occurred or the
Treasury Portfolio has replaced the Applicable Ownership Interests in Debentures
as components of Corporate Units as a result of a Successful Remarketing) (or
such other number of Treasury Units as may be determined by the Remarketing
Agent following a Successful Remarketing if the Reset Date is not a Payment
Date), the Corporate Unit Holder shall,

    


    (a) if
the Treasury Portfolio has not replaced the Applicable Ownership Interest in
Debentures as a component of Corporate Units as a result of a Successful
Remarketing or a Special Event Redemption or a Mandatory Redemption, on or prior
to the seventh Business Day immediately preceding the Purchase Contract
Settlement Date, deposit with the Collateral Agent a Treasury Security having a
principal amount at maturity of $1,000; or

     

    (b) if
the Treasury Portfolio has replaced the Applicable Ownership Interest in
Debentures as a component of Corporate Units as a result of a Successful
Remarketing or a Special Event Redemption or a Mandatory Redemption, on or prior
to the second Business Day immediately preceding the Purchase Contract
Settlement Date, deposit with the Collateral Agent Treasury Securities having an
aggregate principal amount at maturity of $1,000,000; and

     

    (c) in
each case, transfer and surrender the related 20 Corporate Units, or in the
event the Treasury Portfolio is a component of Corporate Units, 20,000 Corporate
Units (or such other number of Corporate Units as may be determined by the
Remarketing Agent following a Successful Remarketing if the Reset Date is not a
Payment Date), to the Purchase Contract Agent accompanied by an instruction to
the Purchase Contract Agent, substantially in the form of Exhibit B
hereto, stating that the Holder has transferred the relevant amount of Treasury
Securities to the Collateral Agent and requesting that the Purchase Contract
Agent instruct the Collateral Agent to release the Applicable Ownership Interest
in Debentures or the Applicable Ownership Interest in the Treasury Portfolio, as
the case may be, underlying such Corporate Units, whereupon the Purchase
Contract Agent shall promptly give such instruction to the Collateral Agent,
substantially in the form of Exhibit A
hereto.

     

    Upon
receipt of the Treasury Securities described in clause (a) or (b) above and the
instructions described in clause (c) above from the Purchase Contract Agent, the
Collateral Agent shall release the Pledged Applicable Ownership Interests in
Debentures or the Pledged Applicable Ownership Interests in the Treasury
Portfolio, as the case may be, and shall promptly Transfer such Pledged
Applicable Ownership Interests in Debentures or the Pledged Applicable Ownership
Interests in the Treasury Portfolio, as the case may be, free and clear of the
lien, pledge or security interest created hereby, to the Purchase Contract Agent
for the benefit of the Holders.

     

    
      	
              SECTION
      4.2  

            	
              Substitution
      for Treasury Securities and the Creation of Corporate
  Units

            


    

     

    A
Holder of a Treasury Unit may create or recreate a Corporate Unit by depositing
with the Collateral Agent the Applicable Ownership Interest in Debentures or the
Applicable Ownership Interest in the Treasury Portfolio, as the case may be, in
substitution for all, but not less than all, of the Treasury Securities
comprising part of the Treasury Unit in accordance with


    
      
         


      

      
        11

        
          

        

      

      
         


      

    


    


    this
Section 4.2
and 3.14 of the Purchase Contract Agreement; provided, however, that if
the Applicable Ownership Interest in the Treasury Portfolio has not replaced the
Applicable Ownership Interest in Debentures as a component of Corporate Units as
a result of a Successful Remarketing or a Special Event Redemption or a
Mandatory Redemption, such Collateral Substitutions may only be made on or prior
to 5:00 p.m., New York City time, on the second Business Day immediately
preceding the first day of the Final Three-Day Remarketing Period; and if the
Treasury Portfolio has replaced the Debentures underlying the Applicable
Ownership Interest in Debentures as a component of Corporate Units as a result
of a Successful Remarketing or a Special Event Redemption or a Mandatory
Redemption, such Collateral Substitutions may only be made on or prior to the
second Business Day immediately preceding the Purchase Contract Settlement
Date.  In accordance with Section
3.14 of the Purchase Contract Agreement, unless a Successful Remarketing
or a Special Event Redemption or a Mandatory Redemption has previously occurred,
Holders of Treasury Units shall not be permitted to effect Collateral
Substitutions during the period commencing on and including the Business Day
prior to the first of the three sequential Remarketing Dates comprising a
Three-Day Remarketing Period and ending on and including the Reset Date relating
to a Successful Remarketing during such Three-Day Remarketing Period or, if none
of the Remarketings during such Three-Day Remarketing Period is successful, the
Business Day following the last of the three sequential Remarketing Dates
occurring during such Three-Day Remarketing Period.  Holders of
Treasury Units may make such Collateral Substitutions and establish Corporate
Units (i) only in integral multiples of 20 Treasury Units if Treasury
Securities are being replaced by Applicable Ownership Interest in Debentures, or
(ii) only in integral multiples of 20,000 Treasury Units (or such other
number of Treasury Units as may be determined by the Remarketing Agent following
a Successful Remarketing if the Reset Date is not a Payment Date) if any
Treasury Security is being replaced by the Applicable Ownership Interest in the
Treasury Portfolio.

    


    For
example, to create 20 Corporate Units (if a Special Event Redemption or a
Mandatory Redemption has not occurred and the Applicable Ownership Interests in
Debentures remain components of Corporate Units), or 20,000 Corporate Units (if
a Special Event Redemption or a Mandatory Redemption has occurred or the
Treasury Portfolio has replaced the Applicable Ownership Interests in Debentures
as components of Corporate Units as a result of a Successful Remarketing) (or
such other number of Corporate Units as may be determined by the Remarketing
Agent following a Successful Remarketing if the Reset Date is not a Payment
Date), the Treasury Unit Holder shall

     

    (a) if
the Treasury Portfolio has not replaced the Applicable Ownership Interests in
Debentures as a component of Corporate Units as a result of a Successful
Remarketing or a Special Event Redemption or a Mandatory Redemption, on or prior
to the seventh Business Day immediately preceding the Purchase Contract
Settlement Date, deposit with the Collateral Agent a $1,000 principal amount
Debenture; or

     

    (b) if
the Treasury Portfolio has replaced the Applicable Ownership Interests in
Debentures as a component of Corporate Units as a result of a Successful
Remarketing or a Special Event Redemption or a Mandatory Redemption, on or prior
to the second Business Day immediately preceding the Purchase Contract
Settlement Date, deposit with the Collateral Agent


    
      
         


      

      
        12

        
          

        

      

      
         


      

    


    the
Applicable Ownership Interest in the Treasury Portfolio having an aggregate
principal amount of $1,000,000; and

     

    (c) in
each case, transfer and surrender the related 20 Treasury Units, or in the event
the Treasury Portfolio is a component of Corporate Units, 20,000 Treasury Units
(or such other number of Treasury Units as may be determined by the Remarketing
Agent following a Successful Remarketing if the Reset Date is not a Payment
Date), to the Purchase Contract Agent accompanied by an instruction to the
Purchase Contract Agent, substantially in the form of Exhibit B
hereto, stating that the Holder has transferred the relevant amount of
Applicable Ownership Interest in Debentures or the Applicable Ownership Interest
in the Treasury Portfolio, as the case may be, to the Collateral Agent and
requesting that the Purchase Contract Agent instruct the Collateral Agent to
release the Pledged Treasury Securities underlying such Treasury Units,
whereupon the Purchase Contract Agent shall promptly give such instruction to
the Collateral Agent, substantially in the form of Exhibit A
hereto.

     

    Upon
receipt of the Debenture or the Applicable Ownership Interest in the Treasury
Portfolio, as the case may be, described in clause (a) or (b) above and the
instructions described in clause (c) above from the Purchase Contract Agent, the
Collateral Agent shall release the Pledged Treasury Securities and shall
promptly Transfer such Pledged Treasury Securities, free and clear of the lien,
pledge or security interest created hereby, to the Purchase Contract Agent for
the benefit of the Holders.

     

    
      	
              SECTION
      4.3  

            	
              Termination
      Event

            


    

     

    Upon
receipt by the Collateral Agent of written notice from the Company or the
Purchase Contract Agent that there has occurred a Termination Event, the
Collateral Agent shall release all Collateral from the Pledge and shall promptly
Transfer any Debentures underlying Pledged Applicable Ownership Interests in
Debentures (or, if (i) a Special Event Redemption, (ii) a Mandatory
Redemption if the proceeds thereof were used to acquire the Treasury Portfolio
in accordance with the Purchase Contract Agreement or (iii) a Successful
Remarketing, as the case may be, has occurred, the Pledged Applicable Ownership
Interests in the Treasury Portfolio) and Pledged Treasury Securities to the
Purchase Contract Agent for the benefit of the Holders of the Corporate Units
and the Treasury Units, respectively, free and clear of any lien, pledge or
security interest or other interest created hereby.

     

    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 Pledged Applicable
Ownership Interests in Debentures, the Pledged Applicable Ownership Interests in
the Treasury Portfolio or the Pledged Treasury Securities, as the case may be,
as provided by this Section 4.3, any Holder may, and the Purchase Contract
Agent shall, upon receipt from the Holders of security or indemnity satisfactory
to it against the costs, expenses and liabilities which might be incurred by the
Purchase Contract Agent in compliance with this paragraph, (i) use its
reasonable best efforts to obtain an opinion of a nationally recognized law firm
reasonably acceptable to the Collateral Agent to the effect that, as a result of
the Company 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 4.3, and shall deliver such opinion to the Collateral Agent
within ten days after the occurrence of such


    
      
         


      

      
        13

        
          

        

      

      
         


      

    


    Termination
Event, and if (A) any such Holder or 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 Pledged
Applicable Ownership Interests in Debentures, the Pledged Applicable Ownership
Interests in the Treasury Portfolio or the Pledged Treasury Securities, as the
case may be, as provided in this Section 4.3, then any Holder may, and the
Purchase Contract Agent shall within 15 days after the occurrence of such
Termination Event, commence an action or proceeding in the court with
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
Pledged Applicable Ownership Interests in Debentures, the Pledged Applicable
Ownership Interests in the Treasury Portfolio or of the Pledged Treasury
Securities, as the case may be, as provided by this Section 4.3 or
(ii) commence an action or proceeding in the court with jurisdiction of the
Company’s case under the Bankruptcy Code like that described in
clause (i)(B) of this Section 4.3 within ten days after the occurrence
of such Termination Event.

    


    
      	
              SECTION
      4.4  

            	
              Cash
      Settlement

            


    

     

    (a) Upon
receipt by the Collateral Agent of (i) a notice from the Purchase Contract
Agent that a Holder of a Corporate Unit or Treasury Unit has elected, in
accordance with the procedures specified in Section 5.4(a)(i) or
(c)(i) of the Purchase Contract Agreement, respectively, to settle
its Purchase Contract with cash and (ii) payment by such Holder of the
amount required to settle the Purchase Contract 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 Company, then the Collateral Agent shall, upon written
direction of the Company, promptly invest any cash received from a Holder in
connection with a Cash Settlement in Permitted Investments.  Upon
receipt of the proceeds upon the maturity of the Permitted Investments on the
Purchase Contract Settlement Date, the Collateral Agent shall pay the portion of
such proceeds and deliver any certified or cashiers’ checks received, in an
aggregate amount equal to the Purchase Price, to the Company on the Purchase
Contract Settlement Date, and shall distribute any funds in respect of the
interest earned from the Permitted Investments to the Purchase Contract Agent
for payment to the relevant Holder.

     

    (b) If
a Holder of Corporate Units (if Applicable Ownership Interests in Debentures are
components thereof) fails to notify the Purchase Contract Agent of its intention
to effect a Cash Settlement in accordance with Section 5.4(a)(i) of
the Purchase Contract Agreement, such failure shall constitute a default
under the related Purchase Contracts, and the Holder shall be deemed to have
consented to the disposition of the Debentures underlying the Pledged Applicable
Ownership Interests in Debentures pursuant to the Remarketing as described in
Section 5.4(a)
of the Purchase Contract Agreement, which is incorporated herein by
reference, and Section 4.6
hereof, and the Collateral Agent, for the benefit of the Company, will
exercise its rights as a secured party with respect to the Pledged Applicable
Ownership Interests in Debentures at the direction of the Company to cause the
Remarketing of the Debentures underlying such Pledged Applicable Ownership
Interests in Debentures.  If a Holder of Corporate Units does notify
the Purchase Contract Agent as provided in Section 5.4(a)(i) of
the Purchase Contract Agreement of its intention to effect a Cash
Settlement, but fails to make such


    
      
         


      

      
        14

        
          

        

      

      
         


      

    


    payment
as required by Section 5.4(a)(ii) of
the Purchase Contract Agreement, such failure shall constitute a default
under the related Purchase Contracts, and the Pledged Applicable Ownership
Interests in Debentures of such a Holder will not be remarketed but instead the
Collateral Agent, for the benefit of the Company, will exercise its rights as a
secured party with respect to such Applicable Ownership Interest in Debentures
at the direction of the Company to retain or dispose of the Collateral in
accordance with applicable law.  If all the Remarketings during the
Final Three-Day Remarketing Period result in Failed Remarketings as described in
Section 5.4(a)
of the Purchase Contract Agreement, such Failed Remarketings shall
constitute a default under the related Purchase Contracts by such Holder, and
the Collateral Agent, for the benefit of the Company, will exercise its rights
as a secured party with respect to such Debentures underlying the Applicable
Ownership Interests in Debentures at the direction of the Company to retain or
dispose of the Collateral in accordance with applicable law.

     

    (c) If
a Holder of Treasury Units or Corporate Units (if the Applicable Ownership
Interests in the Treasury Portfolio has replaced the Applicable Ownership
Interests in Debentures as a component of the Corporate Units) fails to notify
the Purchase Contract Agent of its intention to effect a Cash Settlement in
accordance with Section 5.4(c)(i) of
the Purchase Contract Agreement, or if a Holder of Treasury Units or
Corporate Units (if the Applicable Ownership Interest in the Treasury Portfolio
has replaced the Applicable Ownership Interest in Debentures as a component of
the Corporate Units) notifies the Purchase Contract Agent as provided in Section 5.4(c)(i) of
the Purchase Contract Agreement of its intention to effect a Cash
Settlement, but fails to make such payment as required by Section 5.4(c)(ii)
of the Purchase Contract Agreement, such failure shall constitute a
default under the related Purchase Contracts by such Holder and upon the
maturity of the related Pledged Treasury Securities or the Pledged Applicable
Ownership Interests in the Treasury Portfolio, if any, held by the Collateral
Agent on the Business Day immediately preceding the Purchase Contract Settlement
Date, the principal amount of such Pledged Treasury Securities, or the portion
of the Pledged Applicable Ownership Interests in the Treasury Portfolio, as the
case may be, corresponding to such Purchase Contracts received by the Collateral
Agent shall, upon written direction of the Company, be invested promptly in
Permitted Investments.  On the Purchase Contract Settlement Date, an
aggregate amount equal to the Purchase Price will be remitted to the Company as
payment of the Purchase Price of such Purchase Contracts.  In the
event the sum of the Proceeds from the Pledged Treasury Securities or the
Pledged Applicable Ownership Interests in the Treasury Portfolio, as the case
may be, and the investment earnings earned from the Permitted Investments is in
excess of the aggregate Purchase Price of the Purchase Contracts being settled
thereby, the Collateral Agent will distribute such excess to the Purchase
Contract Agent for the benefit of the Holder of the related Treasury Units or
Corporate Units.

     

    
      	
              SECTION
      4.5  

            	
              Early
      Settlement; Fundamental Change Early
Settlement

            


    

     

    Upon
written notice to the Collateral Agent by the Purchase Contract Agent that a
Holder of an Equity Unit has elected to effect Early Settlement or Fundamental
Change Early Settlement of its entire obligation under the Purchase Contract
forming a part of such Equity Unit in accordance with the terms of the Purchase
Contract and the Purchase Contract Agreement, and that 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 or Fundamental
Change Early Settlement Amount, as the case may be, pursuant to the terms of the
Purchase

     


    
      
         


      

      
        15

        
          

        

      

      
         


      

    


    Contract
and the Purchase Contract Agreement and that all conditions to such Early
Settlement or Fundamental Change Early Settlement, as the case may be, have been
satisfied, then the Collateral Agent shall release from the Pledge, (a) the
Pledged Applicable Ownership Interests in Debentures or the Pledged Applicable
Ownership Interests in the Treasury Portfolio in the case of a Holder of
Corporate Units or (b) Pledged Treasury Securities in the case of a Holder of
Treasury Units, in each case that had been components of such Equity Unit, and
shall transfer such Pledged Applicable Ownership Interests in Debentures or the
Pledged Applicable Ownership Interests in the Treasury Portfolio or Pledged
Treasury Securities, as the case may be, free and clear of the Pledge created
hereby, to the Purchase Contract Agent for the benefit of such
Holder.

    


    
      	
              SECTION
      4.6  

            	
              Application
      of Proceeds Settlement

            


    

     

    (a) In
the event a Holder of Corporate Units, unless the Applicable Ownership Interests
in the Treasury Portfolio has replaced the Applicable Ownership Interests in
Debentures, has not elected to make an effective Cash Settlement by notifying
the Purchase Contract Agent in the manner provided for in Section 5.4(a)(i) of
the Purchase Contract Agreement or has not made an Early Settlement or a
Fundamental Change Early Settlement of the Purchase Contracts underlying its
Corporate Units, such Holder shall be deemed to have consented to the
disposition of the Debentures underlying the Pledged Applicable Ownership
Interests in Debentures pursuant to the Remarketing as described in Section 5.4(a)
of the Purchase Contract Agreement in order to pay for the shares of
Common Stock to be issued under such Purchase Contract.  The
Collateral Agent shall by 10:00 a.m., New York City time, on the sixth Business
Day immediately preceding the Purchase Contract Settlement Date, without any
instruction from such Holder of Corporate Units, present the related Debentures
underlying the Pledged Applicable Ownership Interests in Debentures to the
Remarketing Agent for remarketing.  Upon receiving such Debentures,
the Remarketing Agent, pursuant to the terms of the Remarketing Agreement, will
use its commercially reasonable efforts to remarket such Debentures underlying
the Pledged Applicable Ownership Interests in Debentures on such date at a price
equal to or greater than 100% of the aggregate Value of such Pledged Applicable
Ownership Interests in Debentures plus the applicable Remarketing
Fee.  The Remarketing Agent may deduct the Remarketing Fee from any
portion of the proceeds from the Remarketing of the Debentures that is in excess
of the sum of 100% of the aggregate Value of such Pledged Applicable Ownership
Interests in Debentures and the aggregate Separate Debentures Purchase
Price.  Upon a Successful Remarketing and after deducting the
Remarketing Fee from such Proceeds, the Remarketing Agent will remit the
remaining portion of the Proceeds of a Successful Remarketing related to such
Applicable Ownership Interest in Debentures to the Collateral
Agent.  On the Purchase Contract Settlement Date, the Collateral Agent
shall apply that portion of the Proceeds from such Remarketing equal to the
aggregate Value of the Pledged Applicable Ownership Interests in Debentures to
satisfy in full the obligations of such Holders of Corporate Units to pay the
Purchase Price for the Common Stock under the related Purchase
Contracts.  The remaining portion of such Proceeds, if any, shall be
distributed by the Collateral Agent to the Purchase Contract Agent for payment
to the Holders.  If the Remarketing Agent advises the Collateral Agent
in writing that it cannot remarket the related Pledged Applicable Ownership
Interests in Debentures of such Holders of Corporate Units at a price not less
than 100% of the aggregate Value of such Pledged Applicable Ownership Interests
in Debentures, or if the Remarketing does not occur because a condition
precedent to such Remarketing has not

     


    
      
         


      

      
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    been
fulfilled, thus resulting in a Failed Remarketing, the Collateral Agent will,
for the benefit of the Company, at the written direction of the Company, retain
or dispose of the Pledged Applicable Ownership Interests in Debentures in
accordance with applicable law and satisfy in full, from any such disposition or
retention, such Holder’s obligation to pay the Purchase Price for the Common
Stock under the related Purchase Contracts.

     

    (b) In
the event a Holder of Treasury Units or, if the Treasury Portfolio has replaced
the Applicable Ownership Interests in Debentures as a component of Corporate
Units, Corporate Units, has not made an Early Settlement or a Fundamental Change
Early Settlement of the Purchase Contracts underlying its Treasury Units or
Corporate Units, as the case may be, such Holder shall be deemed to have elected
to pay for the shares of Common Stock to be issued under such Purchase Contracts
from the Proceeds of the related Pledged Treasury Securities or the related
Pledged Applicable Ownership Interests in the Treasury Portfolio, as the case
may be.  On the Business Day immediately prior to the Purchase
Contract Settlement Date, the Collateral Agent shall, at the written direction
of the Purchase Contract Agent, invest the cash Proceeds of the maturing Pledged
Treasury Securities or the Pledged Applicable Ownership Interests in the
Treasury Portfolio, as the case may be, in Permitted
Investments.  Without receiving any instruction from any such Holder
of Treasury Units or Corporate Units, the Collateral Agent shall apply the
Proceeds of the related Pledged Treasury Securities or Pledged Applicable
Ownership Interests in the Treasury Portfolio to the settlement of the related
Purchase Contracts on the Purchase Contract Settlement Date.  In the
event the sum of the Proceeds from the related Pledged Treasury Securities or
related Pledged Applicable Ownership Interests in the Treasury Portfolio and the
investment earnings from the investment in Permitted Investments is in excess of
the aggregate Purchase Price of the Purchase Contracts being settled thereby on
the Purchase Contract Settlement Date, the Collateral Agent shall distribute
such excess, when received, to the Purchase Contract Agent for the benefit of
the Holders.

     

    The
Company shall not be obligated to issue any shares of Common Stock in respect of
the Purchase Contract(s) or deliver any certificate therefor to the Holder
unless it shall have received payment in full of the Purchase Price for the
shares of Common Stock to be purchased thereunder.

     

    (c) Pursuant
to the Remarketing Agreement, on or prior to 5:00 p.m., New York City time, on
the second Business Day immediately preceding the first Remarketing Date of the
applicable Three-Day Remarketing Period, but no earlier than 5:00 p.m., New York
City time, on the fifth Business Day immediately preceding such first
Remarketing Date of the applicable Three-Day Remarketing Period, holders of
Separate Debentures may elect to have their Separate Debentures remarketed by
delivering the Separate Debentures, together with a notice of such election,
substantially in the form of Exhibit C
hereto, to the Custodial Agent.  The Custodial Agent will hold the
Separate Debentures in an account separate from the Collateral
Account.  A holder of Separate Debentures electing to have its
Separate Debentures remarketed will also have the right to withdraw such
election by written notice to the Custodial Agent, substantially in the form of
Exhibit D
hereto, on or prior to 5:00 p.m., New York City time, on the second Business Day
immediately preceding the first Remarketing Date of the relevant Three-Day
Remarketing Period, upon which notice the Custodial Agent shall return such
Separate Debentures to such holder.  After such time, such election to
remarket shall become an irrevocable election to have such Separate Debentures
remarketed in such

     


    
      
         


      

      
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    Remarketing.  Promptly
after 11:00 a.m., New York City time, on the Business Day immediately preceding
the first Remarketing Date of the relevant Three-Day Remarketing Period, the
Custodial Agent shall notify the Remarketing Agent of the aggregate principal
amount of the Separate Debentures to be remarketed and shall deliver to the
Remarketing Agent for Remarketing all Separate Debentures delivered to the
Custodial Agent, and not withdrawn, pursuant to this Section 4.6(c) prior
to such date.  The portion of the proceeds from such remarketing equal
to the aggregate Value of the Separate Debentures will automatically be remitted
by the Remarketing Agent to the Custodial Agent for the benefit of the holders
of the Separate Debentures.

     

    (d) In
addition, after deducting the Remarketing Fee from the Value of the remarketed
Separate Debentures, from any amount of such proceeds in excess of the aggregate
Value of the remarketed Separate Debentures, the Remarketing Agent will remit to
the Custodial Agent the remaining portion of the proceeds, if any, for the
benefit of such holders.  If, despite using its commercially
reasonable efforts, a remarketing attempt is unsuccessful on the first
Remarketing Date of a Three-Day Remarketing Period, subsequent remarketings will
be attempted on each of the two following Remarketing Dates in that Three-Day
Remarketing Period until a Successful Remarketing occurs.  If the
Remarketing Agent advises the Custodial Agent in writing that none of the three
remarketings occurring during a Three-Day Remarketing Period resulted in a
Successful Remarketing or, if a condition to the Remarketing shall not have been
fulfilled, thus in either case resulting in a Failed Remarketing, the
Remarketing Agent will promptly return the Separate Debentures to the Custodial
Agent for redelivery to such holders.

     

    ARTICLE
V.                                

     

    VOTING
RIGHTS — DEBENTURES

     

    The
Purchase Contract Agent may exercise, or refrain from exercising, any and all
voting and other consensual rights pertaining to the Debentures underlying the
Pledged Applicable Ownership Interests in Debentures or any part thereof for any
purpose not inconsistent with the terms of this Agreement and in accordance with
the terms of the Purchase Contract Agreement; provided, that the Purchase
Contract Agent shall not exercise or, as the case may be, shall not refrain from
exercising such right if, in the judgment of the Company evidenced in writing
and delivered to the Purchase Contract Agent, such action would impair or
otherwise have a material adverse effect on the value of all or any of the
Pledged Applicable Ownership Interests in Debentures; and provided, further,
that the Purchase Contract Agent shall give the Company and the Collateral Agent
at least five 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 Pledged Applicable Ownership Interests in Debentures, including
notice of any meeting at which holders of Debentures are entitled to vote or
solicitation of consents, waivers or proxies of holders of Debentures, 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, execute and deliver to the Purchase Contract Agent such proxies
and other instruments in respect of such Pledged Applicable Ownership Interests
in Debentures (in form and substance satisfactory to the Collateral Agent) as
are prepared by the

     


    
      
         


      

      
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    Purchase
Contract Agent with respect to the Pledged Applicable Ownership Interests in
Debentures.

     

    ARTICLE
VI.


     

    RIGHTS
AND REMEDIES; DISTRIBUTION OF THE DEBENTURES;

    SPECIAL
EVENT REDEMPTION; REMARKETING

     

    
      	
              SECTION
      6.1  

            	
              Rights
      and Remedies of the Collateral
Agent

            


    

     

    (a) In
addition to the rights and remedies specified in Section 4.4
hereof or otherwise available at law or in equity, after a default hereunder,
the Collateral Agent shall have all of the rights and remedies with respect to
the collateral of a secured party under the Uniform Commercial Code (or any
successor thereto) as in effect in the State of New York from time to time (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.  Wherever
reference is made in this Agreement to any Section of the UCC, such reference
shall be deemed to include a reference to any provision of the UCC which is a
successor to, or amendment of, such Section.  Without limiting the
generality of the foregoing, such remedies may include, to the extent permitted
by applicable law, (i) retention of the Pledged Applicable Ownership
Interests in Debentures or other Collateral in full satisfaction of the Holders’
obligations under the Purchase Contracts or (ii) sale of the Pledged
Applicable Ownership Interests in Debentures or other Collateral in one or more
public or private sales and application of the Proceeds in full satisfaction of
the Holders’ obligations under the Purchase Contracts.

     

    (b) Without
limiting any rights or powers otherwise granted by this Agreement to the
Collateral Agent, in the event the Collateral Agent is unable to make payments
to the Company on account of the Pledged Applicable Ownership Interests in the
Treasury Portfolio (as specified in clauses (i) or (ii) of the definition of the
term “Applicable Ownership Interest in the Treasury Portfolio”) or on account of
principal payments of any Pledged Treasury Securities as provided in Article III
hereof in satisfaction of the obligations of the Holder of the Equity Units of
which such Pledged Treasury Securities, or the Pledged Applicable Ownership
Interests in the Treasury Portfolio (as specified in clause (i) of the
definition of the term “Applicable Ownership Interest in the Treasury
Portfolio”), as applicable, is a part under the related Purchase Contracts, the
inability to make such payments shall constitute a default under the related
Purchase Contracts and the Collateral Agent shall have and may exercise, with
reference to such Pledged Treasury Securities, or such Pledged Applicable
Ownership Interests in the Treasury Portfolio (as specified in clauses (i) or
(ii) of the definition of the term “Applicable Ownership Interest in the
Treasury Portfolio”), as applicable, and such obligations of such Holder, 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 other law.

     

    (c) Without
limiting any rights or powers otherwise granted by this Agreement to the
Collateral Agent, the Collateral Agent is hereby irrevocably authorized to
receive and collect all payments of (i) principal of, or interest on, the
Debentures underlying the Pledged Applicable

     


    
      
         


      

      
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    Ownership
Interests in Debentures, (ii) the principal amount of the Pledged Treasury
Securities, or (iii) the Pledged Applicable Ownership Interests in the
Treasury Portfolio, subject, in each case, to the provisions of Article III,
and as otherwise provided herein.

     

    (d) The
Purchase Contract Agent individually and as attorney-in-fact for each Holder of
Equity Units agrees that, from time to time, upon the written request of the
Collateral Agent, the Purchase Contract Agent or such Holder it 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 act,
its own negligent failure to act or its own willful misconduct.

     

    
      	
              SECTION
      6.2  

            	
              Special
      Event Redemption; Mandatory Redemption;
  Remarketing

            


    

     

    (a) Upon
the occurrence of a Special Event Redemption or a Mandatory Redemption prior to
the Purchase Contract Settlement Date, the Collateral Agent will, upon the
written instruction of the Company and the Purchase Contract Agent, deliver the
Debentures underlying the Pledged Applicable Ownership Interests in Debentures
to the Indenture Trustee for payment of the Redemption Price.  The
Collateral Agent shall, or in the event the Debentures underlying the Pledged
Applicable Ownership Interests in Debentures are registered in the name of the
Purchase Contract Agent, the Purchase Contract Agent shall, direct the Indenture
Trustee to pay the Redemption Price therefor payable on the Special Event
Redemption Date or the Mandatory Redemption Date, as the case may be, on or
prior to 12:30 p.m., New York City time, by check or wire transfer in
immediately available funds at such place and to such account as may be
designated by the Collateral Agent.  In the event the Collateral Agent
receives such Redemption Price, subject to the provisions of Section 4.3,
the Collateral Agent will, at the written direction of the Company, apply an
amount equal to the Redemption Amount of such Redemption Price to purchase from
the Quotation Agent, the Treasury Portfolio and promptly remit the remaining
portion of such Redemption Price to the Purchase Contract Agent for payment to
the Holders of Corporate Units.  The Collateral Agent shall Transfer
the Treasury Portfolio to the Collateral Account to secure the obligation of all
Holders of Corporate Units to purchase Common Stock of the Company under the
Purchase Contracts constituting a part of such Corporate Units, in substitution
for the Debentures underlying the Pledged Applicable Ownership Interests in
Debentures.  Thereafter the Collateral Agent shall have such security
interests, rights and obligations with respect to the Treasury Portfolio as it
had in respect of the Debentures underlying the Pledged Applicable Ownership
Interests in Debentures, as provided in Articles
II, III, IV,
V and VI, and any reference herein to the Debentures underlying the
Pledged Applicable Ownership Interests in Debentures shall be deemed to be a
reference to the Treasury Portfolio.

     

    (b) Upon
a Successful Remarketing during the Period for Early Remarketing, the proceeds
of such Remarketing with respect to the Pledged Applicable Ownership Interests
in Debentures (after deducting the applicable Remarketing Fee, if any) shall be
delivered to the Collateral Agent in exchange for the Debentures underlying the
Pledged Applicable Ownership Interests in Debentures.  Pursuant to the
terms of this Agreement, the Collateral Agent will apply an amount equal to the
Treasury Portfolio Purchase Price to purchase on behalf of the Holders
of

     


    
      
         


      

      
        20

        
          

        

      

      
         


      

    


    Corporate
Units the Treasury Portfolio and promptly remit the remaining portion, if any,
of such proceeds to the Purchase Contract Agent for payment to the Holders of
such Corporate Units.  The Treasury Portfolio will be substituted for
the Debentures underlying the Pledged Applicable Ownership Interests in
Debentures, and will be held by the Collateral Agent in accordance with the
terms of this Agreement to secure the obligation of each Holder of a Corporate
Unit to purchase the Common Stock on the Purchase Contract Settlement Date under
the Purchase Contract constituting a part of such Corporate
Unit.  Following a Successful Remarketing during the Period for Early
Remarketing, the Holders of Corporate Units and the Collateral Agent shall have
such security interests, rights and obligations with respect to the Treasury
Portfolio as the Holders of Corporate Units and the Collateral Agent had in
respect of the Debentures underlying the Pledged Applicable Ownership Interests
in Debentures subject to the Pledge thereof as provided in Articles
II, III, IV, V and VI of this Agreement, and any reference herein to the
Debentures underlying the Pledged Applicable Ownership Interests in Debentures
shall be deemed to be reference to the Treasury Portfolio.

     

    
      	
              SECTION
      6.3  

            	
              Remarketing
      During the Period for Early
Remarketing

            


    

     

    The
Collateral Agent shall, by 10:00 a.m., New York City time, on the Business Day
immediately preceding the first Remarketing Date of the applicable Three-Day
Remarketing Period selected by FPL Group Capital pursuant to the Officer’s
Certificate, without any instruction from any Holder of Corporate Units, present
the Debentures underlying the Pledged Applicable Ownership Interests in
Debentures to the Remarketing Agent for remarketing.  Upon receiving
such Debentures, the Remarketing Agent, pursuant to the terms of the Remarketing
Agreement and the Supplemental Remarketing Agreement, will use its commercially
reasonable efforts to remarket such Debentures, during the Three-Day Remarketing
Period, at a price not less than 100% of the Treasury Portfolio Purchase Price
plus the applicable Remarketing Fee.  If a Remarketing on the first
Remarketing Date during the applicable Three-Day Remarketing Period is not
successful, the Remarketing Agent shall, in accordance with the Remarketing
Agreement, remarket the Debentures on each of the next two succeeding
Remarketing Dates during such Three-Day Remarketing Period until a Successful
Remarketing occurs.  The Remarketing Agent may deduct the Remarketing
Fee from any amount of Proceeds from such Remarketing in excess of sum of the
Remarketing Treasury Portfolio Purchase Price, plus the Separate Debentures
Purchase Price.  After deducting the Remarketing Fee, if any, the
Remarketing Agent will remit the entire amount of the Proceeds of such
remarketing to the Collateral Agent on or prior to 12:00 p.m., New York City
time on the Reset Effective Date.  In the event the Collateral Agent
receives such Proceeds with respect to the Pledged Applicable Ownership
Interests in Debentures, the Collateral Agent will, at the written direction of
the Company, apply an amount equal to the Treasury Portfolio Purchase Price to
purchase from the Quotation Agent the Treasury Portfolio and remit the remaining
portion of such Proceeds, if any, to the Purchase Contract Agent for payment to
the Holders of Corporate Units.  The Collateral Agent shall Transfer
the Treasury Portfolio to the Collateral Account to secure the obligation of all
Holders of Corporate Units to purchase Common Stock of the Company under the
Purchase Contracts constituting a part of such Corporate Units, in substitution
for the Debentures underlying the Pledged Applicable Ownership Interests in
Debentures.  Thereafter the Collateral Agent shall have such security
interests, rights and obligations with respect to the Treasury Portfolio as it
had in respect of the Debentures underlying the Pledged Applicable Ownership
Interests in Debentures as provided in Articles
II, III, IV, V and VI, and any reference herein to

     


    
      
         


      

      
        21

        
          

        

      

      
         


      

    


    the
Debentures underlying the Pledged Applicable Ownership Interests in Debentures
shall be deemed to be a reference to such Treasury Portfolio, and any reference
herein to interest on the Debentures underlying the Pledged Applicable Ownership
Interests in Debentures shall be deemed to be a reference to distributions on
such Treasury Portfolio.

     

    
      	
              SECTION
      6.4  

            	
              Substitutions

            


    

     

    Whenever
a Holder has the right to substitute Treasury Securities, Debentures or the
Applicable Ownership Interest in the Treasury Portfolio, as the case may be, for
Collateral held by the Collateral Agent, such substitution shall not constitute
a novation of the security interest created hereby.

     

    ARTICLE
VII.


     

    REPRESENTATIONS
AND WARRANTIES; COVENANTS

     

    
      	
              SECTION
      7.1  

            	
              Representations
      and Warranties

            


    

     

    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 representation or warranty made by or on behalf of a Holder),
hereby represent and warrant to the Collateral Agent, which representations and
warranties shall be deemed repeated on each day a Holder Transfers Collateral
that:

     

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

     

    (b) such
Holder is the sole beneficial owner of the Collateral and, in the case of
Collateral delivered in physical form, is the sole holder of such Collateral and
is the sole beneficial owner of, or has the right to Transfer, the Collateral it
Transfers to the Collateral Agent, 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 II
hereof;

     

    (c) upon
the Transfer of the Collateral to the Collateral Account or physical delivery of
the Debentures to the Collateral Agent, 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 Intermediary or
other entity not within the control of the Holder involved in the Transfer of
the Collateral, including the Collateral Agent, 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
Section 2.2
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 II
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.

     


    
      
         


      

      
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              SECTION
      7.2  

            	
              Covenants

            


    

     

    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 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 the Transfer of the Equity Units.

     

    ARTICLE
VIII.


     

    THE
COLLATERAL AGENT

     

    It
is hereby agreed as follows:

     

    
      	
              SECTION
      8.1  

            	
              Appointment,
      Powers and Immunities

            


    

     

    The
Collateral Agent shall act as agent for the Company hereunder with such powers
as are specifically vested in the Collateral Agent by the terms of this
Agreement, together with such other powers as are reasonably incidental
thereto.  Each of the Collateral Agent, the Custodial Agent and the
Securities Intermediary: (a) shall have no duties or responsibilities except
those expressly set forth or incorporated in this Agreement and no implied
covenants or obligations shall be inferred from this Agreement against any of
them, nor shall any of them be bound by the provisions of any agreement by any
party hereto beyond the specific or incorporated terms hereof; (b) shall 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, the Equity Units or the Purchase Contract Agreement (except as
specifically incorporated by reference herein), 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), the Equity Units or the Purchase Contract Agreement or
any other document referred to or provided for herein (except as specifically
incorporated by reference herein) or therein or for any failure by the Company
or any other Person (except the Collateral Agent, the Custodial Agent or the
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)
shall not be required to initiate or conduct any litigation or collection
proceedings hereunder (except in the case of the Collateral Agent, pursuant to
directions furnished under Section 8.2 hereof, subject to Section 8.6
hereof); (d) shall 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

     


    
      
         


      

      
        23

        
          

        

      

      
         


      

    


    willful
misconduct; and (e) shall not be required to advise any party as to selling or
retaining, or taking or refraining from taking any action with respect to, the
Equity Units or other property deposited hereunder in accordance with the terms
hereof.  Subject to the foregoing, during the term of this Agreement,
the Collateral Agent shall take all reasonable action in connection with the
safekeeping and preservation of the Collateral hereunder.

     

    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 financial 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.  Notwithstanding the foregoing, the
Collateral Agent, the Custodial Agent and Securities Intermediary, each in its
individual capacity, hereby waive any right of setoff, banker’s lien, liens or
perfection rights as Securities Intermediary or any counterclaim with respect to
any of the Collateral.

     

    
      	
              SECTION
      8.2  

            	
              Instructions
      of the Company

            


    

     

    The
Company shall have the right, by one or more instruments in writing executed and
delivered to the Collateral Agent, the Custodial Agent or the Securities
Intermediary, as the case may be, 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, the Custodial Agent or the Securities Intermediary, as the case may be,
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 and (ii) the
Collateral Agent, the Custodial Agent and the Securities Intermediary shall be
adequately indemnified as provided herein.  Nothing in this
Section 8.2 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.  The Company shall
promptly confirm in writing any oral instructions furnished to the Collateral
Agent by the Company.

     

    
      	
              SECTION
      8.3  

            	
              Reliance

            


    

     

    Each
of the Securities Intermediary, the Custodial Agent and the Collateral Agent
shall be entitled conclusively to rely upon any certification, order, judgment,
opinion, notice or other communication (including, without limitation, any
thereof by telephone, telecopy or facsimile) believed by it to be genuine and
correct 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 upon advice 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 in accordance with this Agreement.

     


    
      
         


      

      
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              SECTION
      8.4  

            	
              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
and any Holder of Equity Units (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 and the Securities Intermediary and their affiliates
may accept fees and other consideration from the Purchase Contract Agent and any
Holder of Equity Units without having to account for the same to the Company;
provided that each of the Securities Intermediary, the Custodial Agent and the
Collateral Agent 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.

     

    
      	
              SECTION
      8.5  

            	
              Non-Reliance

            


    

     

    None
of the Securities Intermediary, the Custodial Agent or the Collateral Agent
shall be required to keep itself informed as to the performance or observance by
the Purchase Contract Agent or any Holder of Equity Units of this Agreement, the
Purchase Contract Agreement, the Equity 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 of Equity Units.  The Collateral
Agent, the Custodial Agent and the Securities Intermediary shall not 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 of Equity Units (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
      8.6  

            	
              Compensation
      and Indemnity

            


    

     

    The
Company agrees:

     

    (a) to
pay each of 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 each
of them hereunder; and

     

    (b) to
indemnify the Collateral Agent, the Custodial Agent and the Securities
Intermediary and each of their respective directors, officers, agents and
employees for, and to hold each of them harmless from and against, any loss, all
claims (whether asserted by the Company, a Holder or any other Person) and
liabilities and reasonable out-of-pocket expense incurred without negligence,
willful misconduct or bad faith on its part, arising out of or in connection
with the acceptance or administration of its powers and duties under this
Agreement, including the reasonable out-of-pocket costs and expenses (including
reasonable fees and expenses of counsel) of defending itself against any claim
or liability in connection with the exercise or performance of such powers and
duties.

     


    
      
         


      

      
        25

        
          

        

      

      
         


      

    


    


    The
Collateral Agent, the Custodial Agent and the Securities Intermediary shall each
promptly notify the Company of any third party claim which may give rise to
indemnity hereunder and give the Company the opportunity to participate in the
defense of such claim with counsel reasonably satisfactory to the indemnified
party, and no such claim shall be settled without the written consent of the
Company, which consent shall not be unreasonably withheld.

     

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

     

    
      	
              SECTION
      8.7  

            	
              Failure
      to Act

            


    

     

    In
the event of any ambiguity in the provisions of this Agreement or any dispute
between or conflicting claims by or among the parties hereto or any other Person
with respect to any funds or property deposited hereunder, the Collateral Agent
and the Custodial Agent shall be entitled, after prompt notice to the Company
and the Purchase Contract Agent, at its sole option, 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 neither the
Collateral Agent nor the Custodial Agent shall 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 and
the Custodial Agent shall be entitled to refuse to act until either
(i) 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 or the Custodial Agent, as the case may be, or (ii) the
Collateral Agent or the Custodial Agent, as the case may be, shall have received
security or an indemnity satisfactory to the Collateral Agent or the Custodial
Agent, as the case may be, sufficient to save the Collateral Agent or the
Custodial Agent, as the case may be, harmless from and against any and all loss,
liability or reasonable out-of-pocket expense which the Collateral Agent or the
Custodial Agent, as the case may be, may without negligence, willful misconduct,
or bad faith on its part incur by reason of its acting.  The
Collateral Agent or the Custodial Agent may in addition elect to commence an
interpleader action or seek other judicial relief or orders as the Collateral
Agent or the Custodial Agent, as the case may be, may deem
necessary.  Notwithstanding anything contained herein to the contrary,
neither the Collateral Agent nor the Custodial Agent 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 liability.

     

    
      	
              SECTION
      8.8  

            	
              Resignation
      of Collateral Agent

            


    

     

    Subject
to the appointment and acceptance of a successor Collateral Agent or Custodial
Agent as provided below, (a) the Collateral Agent and the Custodial Agent may
resign at any time by giving notice thereof to the Company and the Purchase
Contract Agent as attorney-in-fact for the Holders of Equity Units, (b) the
Collateral Agent and the Custodial Agent may be removed at any time by the
Company and (c) if the Collateral Agent or the Custodial Agent fails to perform
any of its material obligations hereunder in any material respect for
a

     


    
      
         


      

      
        26

        
          

        

      

      
         


      

    


    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 or the Custodial Agent may be removed by the Purchase Contract
Agent.  The Purchase Contract Agent shall promptly notify the Company
of any removal of the Collateral Agent pursuant to clause (c) of the immediately
preceding sentence.  Upon any such resignation or removal, the Company
shall have the right to appoint a successor Collateral Agent or Custodial Agent,
as the case may be.  If no successor Collateral Agent or Custodial
Agent, as the case may be, shall have been so appointed and shall have accepted
such appointment within 30 days after the retiring Collateral Agent’s or
Custodial Agent’s giving of notice of resignation or such removal, then the
retiring Collateral Agent or Custodial Agent, as the case may be, may petition
any court of competent jurisdiction for the appointment of a successor
Collateral Agent or Custodial Agent, as the case may be.  Each of the
Collateral Agent and the Custodial Agent shall be a bank which has an office in
New York, New York with a combined capital and surplus of at least
$50,000,000.  Upon the acceptance of any appointment as Collateral
Agent or Custodial Agent, as the case may be, hereunder by a successor
Collateral Agent or Custodial Agent, as the case may be, such successor shall
thereupon succeed to and become vested with all the rights, powers, privileges
and duties of the retiring Collateral Agent or Custodial Agent, as the case may
be, and the retiring Collateral Agent or Custodial Agent, as the case may be,
shall take all appropriate action to transfer any money and property held by it
hereunder (including the Collateral) to such successor.  The retiring
Collateral Agent or Custodial Agent shall, upon such succession, be discharged
from its duties and obligations as Collateral Agent or Custodial Agent
hereunder.  After any retiring Collateral Agent’s or Custodial Agent’s
resignation hereunder as Collateral Agent or Custodial Agent, the provisions of
this Article VIII 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 or Custodial Agent.  Any resignation or removal of
the Collateral Agent hereunder shall be deemed for all purposes of this
Agreement as the simultaneous resignation or removal of the Custodial Agent and
the Securities Intermediary.

     

    
      	
              SECTION
      8.9  

            	
              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 8.9 shall be subject to prior consent of
the Company, which consent shall not be unreasonably withheld.

     

    
      	
              SECTION
      8.10  

            	
              Survival

            


    

     

    The
provisions of this Article VIII and Section 10.7 shall survive termination
of this Agreement and the resignation or removal of the Collateral Agent, the
Custodial Agent or the Securities Intermediary.

     

    
      	
              SECTION
      8.11  

            	
              Exculpation

            


    

     

    Anything
in this Agreement to the contrary notwithstanding, in no event shall any of the
Collateral Agent, the Custodial Agent or the Securities Intermediary or their
officers, employees or agents be liable under this Agreement to any third party
for indirect, special, punitive, or

     


    
      
         


      

      
        27

        
          

        

      

      
         


      

    


    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 Collateral Agent, the
Custodial Agent or the Securities Intermediary, or any of them, incurred without
any act or deed that is found to be attributable to negligence or willful
misconduct on the part of the Collateral Agent, the Custodial Agent or the
Securities Intermediary.

     

    ARTICLE
IX.


     

    AMENDMENT

     

    
      	
              SECTION
      9.1  

            	
              Amendment
      Without Consent of Holders

            


    

     

    Without
the consent of any Holders, the Company, the Collateral Agent, the Custodial
Agent, the Securities Intermediary and the Purchase Contract Agent, at any time
and from time to time, may amend this Agreement, in form satisfactory to the
Company, the Collateral Agent, the Custodial Agent, the Securities Intermediary
and the Purchase Contract Agent, for any of the following purposes:

     

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

     

    (b) to
add to the covenants of the Company for the benefit of the Holders or to
surrender any right or power herein conferred upon the Company so long as such
covenants or such surrender do not adversely affect the validity, perfection or
priority of the security interests granted or created hereunder;

     

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

     

    (d) to
cure any ambiguity, to correct or supplement any provisions herein which may be
inconsistent with any other provisions herein, or to make any other provisions
with respect to such matters or questions arising under this Agreement, provided
such action shall not adversely affect the interests of the Holders in any
material respect, provided further that any amendment made solely to conform the
provisions of this Agreement to the description of the Equity Units, the
Purchase Contracts and the other components of the Equity Units contained in the
prospectus supplement, dated May 20, 2009, relating to the Equity Units will not
be deemed to adversely affect the interests of the Holders.

     

    
      	
              SECTION
      9.2  

            	
              Amendment
      with Consent of Holders

            


    

     

    With
the consent of the Holders of not less than a majority of the outstanding
Purchase Contracts voting together as one class, by Act of said Holders
delivered to the Company, the Purchase Contract Agent or the Collateral Agent,
as the case may be, the Company, the Purchase Contract Agent, the Collateral
Agent, the Custodial Agent and the Securities Intermediary may amend this
Agreement for the purpose of modifying in any manner the provisions of this
Agreement or the rights of the Holders in respect of the Equity Units; provided,
however, that no

     


    
      
         


      

      
        28

        
          

        

      

      
         


      

    


    such
supplemental agreement shall, without the consent of the Holder of each
Outstanding Equity Unit adversely affected thereby,

     

    (a) change
the amount or the type of Collateral required to be Pledged to secure a Holder’s
Obligations under the Purchase Contracts (except for the rights of Holders of
Corporate Units to substitute the Treasury Securities for the Pledged Applicable
Ownership Interests in Debentures or the Applicable Ownership Interest in the
Treasury Portfolio or the rights of Holders of Treasury Units to substitute
Debentures or the Applicable Ownership Interest in the Treasury Portfolio for
the Pledged Treasury Securities);

     

    (b) unless
such change is not adverse to the Holders, impair the right of the Holder of any
Equity Unit to receive distributions on the related Collateral or otherwise
adversely affect the Holder’s rights in or to such Collateral;

     

    (c) otherwise
effect any action that would require the consent of the Holder of each
Outstanding Equity Unit affected thereby pursuant to the Purchase Contract
Agreement if such action were effected by an agreement supplemental thereto;
or

     

    (d) reduce
the percentage of the outstanding Purchase Contracts the consent of whose
Holders is required for any such amendment;

     

    provided,
that if any such supplemental amendment referred to above would adversely affect
only the Corporate Units or the Treasury Units, then only Holders of the
affected class of Equity Units as of the record date for the Holders entitled to
vote thereon will be entitled to vote on or consent to such amendment or
proposal, and such amendment or proposal shall not be effective except with the
consent of Holders of not less than a majority of such class.

     

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

     

    
      	
              SECTION
      9.3  

            	
              Execution
      of Amendments

            


    

     

    In
executing any amendment permitted by this Article IX, the Collateral Agent,
the Custodial Agent, the Securities Intermediary and the Purchase Contract Agent
shall be entitled to receive and (subject to Section 6.1
hereof, with respect to the Collateral Agent, and Section 7.1
of the Purchase Contract Agreement, with respect to the Purchase Contract
Agent) shall be fully protected in relying upon, an Opinion of Counsel stating
that the execution of such amendment is authorized or permitted by this
Agreement and that all conditions precedent, if any, to the execution and
delivery of such amendment have been satisfied.

     

    
      	
              SECTION
      9.4  

            	
              Effect
      of Amendments

            


    

     

    Upon
the execution of any amendment under this Article IX, this Agreement shall
be modified in accordance therewith, and such amendment shall form a part of
this Agreement for all purposes; and every Holder of Equity Units theretofore or
thereafter authenticated, executed on behalf of the Holders and delivered under
the Purchase Contract Agreement shall be bound thereby.

     


    
      
         


      

      
        29

        
          

        

      

      
         


      

    


    


    
      	
              SECTION
      9.5  

            	
              Reference
      to Amendments

            


    

     

    Certificates
authenticated, executed on behalf of the Holders and delivered after the
execution of any amendment pursuant to this Article IX may, and shall if
required by the Collateral Agent or the Purchase Contract Agent, bear a notation
in form approved by the Purchase Contract Agent and the Collateral Agent as to
any matter provided for in such amendment.  If the Company shall so
determine, Certificates so modified as to conform, in the opinion of the
Collateral Agent, the Purchase Contract Agent and the Company, to any such
amendment may be prepared and executed by the Company and authenticated,
executed on behalf of the Holders and delivered by the Purchase Contract Agent
in accordance with the Purchase Contract Agreement in exchange for outstanding
Certificates.

     

    ARTICLE
X.


     

    MISCELLANEOUS

     

    
      	
              SECTION
      10.1  

            	
              No
      Waiver

            


    

     

    No
failure on the part of the Collateral Agent or any of its 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 Collateral Agent or any of its 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.

     

    
      	
              SECTION
      10.2  

            	
              Governing
      Law

            


    

     

    THIS
AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF NEW YORK, WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES THEREUNDER,
EXCEPT TO THE EXTENT THAT THE LAWS OF ANY OTHER JURISDICTION SHALL BE
MANDATORILY APPLICABLE.  Without limiting the foregoing, the above
choice of law is expressly agreed to by the Company, the Securities
Intermediary, the Custodial Agent, the Collateral Agent and the Holders from
time to time acting through the Purchase Contract Agent, as their
attorney-in-fact, in connection with the establishment and maintenance of the
Collateral Account.  The Company, the Collateral Agent and the Holders
from time to time of the Equity 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 and the
Holders from time to time of the Equity 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.

     


    
      
         


      

      
        30

        
          

        

      

      
         


      

    


    


    
      	
              SECTION
      10.3  

            	
              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) delivered to the intended recipient at the “Address for
Notices” specified below its name on the signature pages hereof (or in the case
of Holders, may be made and deemed given as provided in Sections
1.5 and 1.6 of the Purchase Contract Agreement) 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 (except as
aforesaid).

     

    
      	
              SECTION
      10.4  

            	
              Successors
      and Assigns

            


    

     

    This
Agreement shall be binding upon and inure to the benefit of the respective
successors and assigns of the Company, the Collateral Agent, the Custodial
Agent, the Securities Intermediary and the Purchase Contract Agent, and the
Holders from time to time of the Equity 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
      10.5  

            	
              Counterparts

            


    

     

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

     

    
      	
              SECTION
      10.6  

            	
              Separability

            


    

     

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

     

    
      	
              SECTION
      10.7  

            	
              Expenses,
      etc.

            


    

     

    The
Company agrees to reimburse the Collateral Agent and the Custodial Agent for:
(a) all reasonable out-of-pocket costs and expenses of the Collateral Agent
and the Custodial Agent (including, without limitation, the reasonable fees and
expenses of the necessary services of a Securities Intermediary and of counsel
to the Collateral Agent and the Custodial Agent), in connection with
(i) the negotiation, preparation, execution and delivery or performance of
this Agreement and (ii) any modification, supplement or waiver of any of
the terms of this Agreement; (b) all reasonable costs and expenses of the
Collateral Agent (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 of Equity Units to

     


    
      
         


      

      
        31

        
          

        

      

      
         


      

    


    satisfy
its obligations under the Purchase Contracts forming a part of the Equity Units
and (ii) the enforcement of this Section 10.7; and (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.

    


    
      	
              SECTION
      10.8  

            	
              Security
      Interest Absolute

            


    

     

    All
rights of the Collateral Agent and security interests hereunder, and all
obligations of the Holders from time to time hereunder, shall be absolute and
unconditional irrespective of:

     

    (a) any
lack of validity or enforceability of any provision of the Purchase Contracts or
the Equity 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 Equity
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.

     


    
      
         


      

      
        32

        
          

        

      

      
         


      

    


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

    


    


    
      	
              FPL
      GROUP, INC.

            	 
      	
              DEUTSCHE
      BANK TRUST COMPANY AMERICAS

              as
      Collateral Agent, Custodial

              Agent
      and as Securities Intermediary

            
	
              By:

            	
                /s/
      Andrew D. Kushner

            	 
      	 
      
	 
      	
              Name:
      Andrew D. Kushner

              Title:
      Assistant Treasurer

            	 
      	 
      
	 
      	 
      	
              By:

            	
                /s/
      Carol Ng

            
	
              Address
      for Notices:

            	 
      	 
      	
              Name:
      Carol Ng

              Title:
      Vice President

            
	
              FPL
      Group, Inc.

              700
      Universe Boulevard

              Juno
      Beach, Florida 33408

            	 
      	 
      
	
              Attention:  Treasurer

            	 
      	
              By:

            	
                /s/
      Wanda Camacho

            
	
              Telecopy:  (561)
      694-6204

            	 
      	 
      	
              Name:
      Wanda Camacho

              Title:
      Vice President

            
	 
      	 
      	 
      
	
              THE
      BANK OF NEW YORK MELLON,

            	 
      	
              Address
      for Notices:

            
	
              as
      Purchase Contract Agent and as

            	 
      	 
      
	
              attorney-in-fact
      of the Holders from

            	 
      	
              Deutsche
      Bank Trust Company Americas

            
	
              time
      to time of the Equity Units

            	 
      	
              60
      Wall Street, 27th Floor

            
	 
      	 
      	
              New
      York, New York 10005

            
	 
      	 
      	
              Attention:
      Trust and Securities Services

            
	
              By:

            	
                /s/
      Geovanni Barris

            	 
      	
              Telecopy:  (732)
      578-4635

            
	 
      	
              Name:
      Geovanni Barris

              Title:
      Vice President

            	 
      	 
      
	 
      	 
      	 
      
	
              Address
      for Notices:

            	 
      	
              with
      copies to:

            
	 
      	 
      	 
      
	
              The
      Bank of New York Mellon

            	 
      	
              The
      Bank of New York Mellon Trust

            
	
              101
      Barclay Street, Floor 8W

            	 
      	
              Company,
      N.A.

            
	
              New
      York, New York 10286

            	 
      	
              10161
      Centurion Parkway N.

            
	
              Attention:
      Assistant Treasurer

            	 
      	
              Jacksonville,
      Florida 32256

            
	
              Telecopy:  (904)
      645-1921

            	 
      	
              Attention:
      Assistant Treasurer

            
	 
      	 
      	
              Telecopy:  (904)
      645-1921

            


    

    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    EXHIBIT A

     

    Instruction
From Purchase Contract Agent to Collateral Agent

     

    Deutsche
Bank Trust Company Americas, as Collateral Agent

     

    60
Wall Street, 27th Floor

     

    New
York, New York 10005

     

    Attention:  Trust
and Securities Services

     

    
      	
               
      

            	
              Re:

            	
              Securities
      of FPL Group, Inc. (the “Company”)

            


    

     

    We
hereby notify you in accordance with Section [4.1] [4.2] of the Pledge
Agreement, dated as of May 1, 2009 (the “Pledge Agreement”), among the
Company, yourselves, as Collateral Agent, Custodial Agent and Securities
Intermediary and ourselves, as Purchase Contract Agent and as attorney-in-fact
for the Holders of Equity Units from time to time, that the Holder of securities
listed below (the “Holder”) has elected to
substitute $____ [principal amount at maturity of Treasury Securities] [of the
Applicable Ownership Interests in Debentures] [of the Applicable Ownership
Interests in the Treasury Portfolio] in exchange for an equal Value of [the
Debentures underlying the Pledged Applicable Ownership Interests in Debentures]
[the Pledged Applicable Ownership Interests in the Treasury Portfolio] [Pledged
Treasury Securities] held by you in accordance with the Pledge Agreement and has
delivered to us a notice stating that the Holder has Transferred [the Applicable
Ownership Interests in Debentures] [the Applicable Ownership Interest in the
Treasury Portfolio] [Treasury Securities] to you, as Collateral
Agent.  We hereby instruct you, upon receipt of such [Treasury
Securities] [Applicable Ownership Interests in Debentures] [Applicable Ownership
Interest in the Treasury Portfolio] so Transferred, to release the [Pledged
Applicable Ownership Interests in Debentures] [Pledged Applicable Ownership
Interests in the Treasury Portfolio] [Pledged Treasury Securities] related to
such [Equity Units] to us in accordance with the Holder’s
instructions.  Capitalized terms used herein but not defined shall
have the meaning set forth or incorporated by reference in the Pledge
Agreement.

    


    
      	
              Date:

            	 
      	 
      	 
      


    

    


    
      	 
      	 
      	
              By:

            	 
      
	 
      	 
      	 
      	
              Name:

            
	 
      	 
      	 
      	
              Title:

            
	 
      	 
      	 
      	
              Signature
      Guarantee:

            	 
      


    

    


    Please
print name and address of registered Holder electing to substitute [Treasury
Securities] [Applicable Ownership Interests in Debentures or the Applicable
Ownership Interests in the Treasury Portfolio] for [Pledged Applicable Ownership
Interest in Debentures or Pledged Applicable Ownership Interests in the Treasury
Portfolio] [Pledged Treasury Securities]:

    


    
      	 
      	 
      	 
      
	
              Name

            	 
      	
              Social
      Security or other Taxpayer

            
	 
      	 
      	
              Identification
      Number, if any

            


    

    


    
      	
              Address

            	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      


    

    


    A-1


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    EXHIBIT B

    Instruction
to Purchase Contract Agent

    


    The
Bank of New York Mellon

    101
Barclay Street, Floor 8W

    New
York, New York 10286

    


    Attention:  Corporate
Trust Administration

     

    Re:           Securities
of FPL Group, Inc. (the “Company”)

     

    The
undersigned Holder hereby notifies you that it has delivered to Deutsche Bank
Trust Company Americas, as Collateral Agent, $____ [principal amount at maturity
of Treasury Securities] [of Applicable Ownership Interests in Debentures] [of
the Applicable Ownership Interests in the Treasury Portfolio] in exchange for an
equal Value of [Pledged Applicable Ownership Interests in Debentures or the
Pledged Applicable Ownership Interests in the Treasury Portfolio, as the case
may be,] [Pledged Treasury Securities] held by the Collateral Agent, in
accordance with Section [4.1] [4.2] of the Pledge Agreement, dated as of
May 1, 2009 (the “Pledge
Agreement”), among you, the Company and the Collateral
Agent.  The undersigned Holder hereby instructs you to instruct the
Collateral Agent to release to you on behalf of the undersigned Holder the
[Pledged Applicable Ownership Interests in Debentures or the Pledged Applicable
Ownership Interests in the Treasury Portfolio] [Pledged Treasury Securities]
related to such [Corporate Units] [Treasury Units].  Capitalized terms
used herein but not defined shall have the meaning set forth or incorporated by
reference in the Pledge Agreement.

    


    
      	
              Dated:

            	 
      	 
      	 
      
	 
      	 
      	
              Signature

            
	 
      	 
      	 
      


    

    


    
      	 
      	 
      	
              Signature
      Guarantee:

            	 
      


    

    


    Please
print name and address of Registered Holder:

    


    
      	 
      	 
      	 
      
	
              Name

            	 
      	
              Social
      Security or other Taxpayer

              Identification
      Number, if any

            
	 
      	 
      	 
      


    

    


    
      	
              Address

            	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      


    

    


    B-1


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    EXHIBIT C

    Instruction
to Custodial Agent Regarding Remarketing

    


    Deutsche
Bank Trust Company Americas, as Custodial Agent

     

    60
Wall Street, 27th Floor

     

    New
York, New York 10005

     

    Attention:
Trust and Securities Services

     

    Re:           Securities
of FPL Group Capital Inc (the “Company”)

     

    The
undersigned hereby notifies you in accordance with Section 4.6(c) of the
Pledge Agreement, dated as of May 1, 2009 (the “Pledge Agreement”), among the
Company, yourselves, as Collateral Agent, Securities Intermediary and Custodial
Agent, and The Bank of New York Mellon, 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 $________ principal amount of
Debentures for delivery to the Remarketing Agent prior to 5:00 p.m., New
York City time, on the second Business Day immediately preceding the first of
the three sequential Remarketing Dates of the applicable Three-Day Remarketing
Period for Remarketing pursuant to Section 4.6(c) of the Pledge
Agreement.  The undersigned will, upon request of the Remarketing
Agent, execute and deliver any additional documents deemed by the Remarketing
Agent or by the Company to be necessary or desirable to complete the sale,
assignment and transfer of the Debentures tendered hereby.

     

    The
undersigned hereby instructs you, upon receipt of the proceeds of such
remarketing from the Remarketing Agent to deliver such proceeds to the
undersigned in accordance with the instructions indicated herein under “A. Payment
Instructions”.  The undersigned hereby instructs you, in the
event of Failed Remarketing, upon receipt of the Debentures tendered herewith
from the Remarketing Agent, to deliver such Debentures 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 Debentures tendered hereby and that the undersigned is the record owner of
any Debentures tendered herewith in physical form or a participant in The
Depository Trust Company (“DTC”) and the beneficial owner
of any Debentures tendered herewith by book-entry transfer to your account at
DTC and (ii) agrees to be bound by the terms and conditions of
Section 4.6(c) of the Pledge Agreement.  Capitalized terms used
herein but not defined shall have the meaning set forth or incorporated by
reference in the Pledge Agreement.

    


    
      	
              Date:

            	 
      	 
      	 
      


    

    


    
      	 
      	 
      	
              By:

            	 
      
	 
      	 
      	 
      	
              Name:

            
	 
      	 
      	 
      	
              Title:

            
	 
      	 
      	 
      	
              Signature
      Guarantee:

            	 
      


    

    


    C-1


    
      
         


      

      
         


        
          

        

      

      
         


      

    
Please print name and
address:

    


    
      	 
      	 
      	 
      
	
              Name

            	 
      	
              Social
      Security or other Taxpayer

              Identification Number, if any

            
	 
      	 
      	 
      


    

    


    
      	
              Address

            	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      


    

    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    C-2


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    
      	
              A.           PAYMENT
      INSTRUCTIONS

            	 
      	
              B.           DELIVERY
      INSTRUCTIONS

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

            	 
      	
              In
      the event of a Failed Remarketing, Debentures 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)

            	 
      	 
      
	 
      	 
      	
              Name(s)

            
	
              (Please
      Print)

            	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	
              (Please
      Print)

            
	
              Address

            	 
      	 
      
	 
      	 
      	
              Address

            
	 
      	 
      	 
      
	 
      	 
      	 
      
	
              (Please
      Print)

            	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	
              (Please
      Print)

            
	 
      	 
      	 
      
	
              (Zip
      Code)

            	 
      	 
      
	 
      	 
      	
              (Zip
      Code)

            
	 
      	 
      	 
      
	
              (Tax
      Identification or Social Security Number)

            	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	
              (Tax
      Identification or Social Security Number)

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

            
	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
              DTC
      Account Number

            	 
      
	 
      	 
      	 
      
	 
      	 
      	
              Name
      of Account

            
	 
      	 
      	
                Party:

            	 
      


    

    


    


    


    


    


    


    


    C-3


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    EXHIBIT D

     

    Instruction
to Custodial Agent Regarding

    Withdrawal
From Remarketing

    


    Deutsche
Bank Trust Company Americas, as Custodial Agent

     

    60
Wall Street, 27th Floor

     

    New
York, New York 10005

     

    Attention:  Trust
and Securities Services

     

    Re:           Securities
of FPL Group Capital Inc (the “Company”)

     

    The
undersigned hereby notifies you in accordance with Section 4.6(c) of the
Pledge Agreement, dated as of May 1, 2009 (the “Pledge Agreement”), among the
Company, yourselves, as Collateral Agent, Securities Intermediary and Custodial
Agent and The Bank of New York Mellon, 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 $_____ principal amount of
Debentures delivered to the Custodial Agent on ____________ for remarketing
pursuant to Section 4.6(c) of the Pledge Agreement.  The
undersigned hereby instructs you to return such Debentures to the undersigned in
accordance with the undersigned’s instructions.  With this notice, the
Undersigned hereby agrees to be bound by the terms and conditions of
Section 4.6(c) of the Pledge Agreement.  Capitalized terms used
herein but not defined shall have the meaning set forth or incorporated in the
Pledge Agreement.

    


    
      	
              Date:

            	 
      	 
      	 
      


    

    


    
      	 
      	 
      	
              By:

            	 
      
	 
      	 
      	 
      	
              Name:

            
	 
      	 
      	 
      	
              Title:

            
	 
      	 
      	 
      	
              Signature
      Guarantee:

            	 
      


    

    


    Please
print name and address:

    


    
      	 
      	 
      	 
      
	
              Name

            	 
      	
              Social
      Security or other Taxpayer

              Identification
      Number, if any

            
	 
      	 
      	 
      


    

    


    
      	
              Address

            	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      


    

    


    


    


    D-1