exhibit4f.htm


    Exhibit
4(f)

     

    


     

    


     

    


     

    


     

    AMERICAN
ELECTRIC POWER COMPANY, INC.

     

    AND

     

    [
]

     

    AS
FORWARD PURCHASE CONTRACT AGENT

     

    FORWARD
PURCHASE CONTRACT AGREEMENT

     

    Dated
as of June __, 2002

     

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Table of Contents

     

     

    
      
        	 	
                Page

              
	
                ARTICLE
      I. DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

              	
                1

              
	 
      	
                Section
      1.1

              	
                Definitions.

              	
                1

              
	 
      	
                Section
      1.2

              	
                Compliance
      Certificates and Opinions.

              	
                13

              
	 
      	
                Section
      1.3

              	
                Form
      of Documents Delivered to Agent.

              	
                14

              
	 
      	
                Section
      1.4

              	
                Acts
      of Holders; Record Dates.

              	
                14

              
	 
      	
                Section
      1.5

              	
                Notices.

              	
                15

              
	 
      	
                Section
      1.6

              	
                Notice
      to Holders; Waiver.

              	
                16

              
	 
      	
                Section
      1.7

              	
                Effect
      of Headings and Table of Contents.

              	
                17

              
	 
      	
                Section
      1.8

              	
                Successors
      and Assigns.

              	
                17

              
	 
      	
                Section
      1.9

              	
                Separability
      Clause.

              	
                17

              
	 
      	
                Section
      1.10

              	
                Benefits
      of Agreement.

              	
                17

              
	 
      	
                Section
      1.11

              	
                Governing
      Law.

              	
                17

              
	 
      	
                Section
      1.12

              	
                Legal
      Holidays.

              	
                17

              
	 
      	
                Section
      1.13

              	
                Counterparts.

              	
                18

              
	 
      	
                Section
      1.14

              	
                Inspection
      of Agreement.

              	
                18

              
	
                ARTICLE
      II. CERTIFICATE FORMS

              	
                18

              
	 
      	
                Section
      2.1

              	
                Forms
      of Certificates Generally.

              	
                18

              
	 
      	
                Section
      2.2

              	
                Form
      of Agent’s Certificate of Authentication.

              	
                19

              
	
                ARTICLE
      III. THE EQUITY UNITS

              	
                19

              
	 
      	
                Section
      3.1

              	
                Title
      and Terms; Denominations.

              	
                19

              
	 
      	
                Section
      3.2

              	
                Rights
      and Obligations Evidenced by the Certificates.

              	
                20

              
	 
      	
                Section
      3.3

              	
                Execution,
      Authentication, Delivery and Dating.

              	
                21

              
	 
      	
                Section
      3.4

              	
                Temporary
      Certificates.

              	
                21

              
	 
      	
                Section
      3.5

              	
                Registration;
      Registration of Transfer and Exchange.

              	
                22

              
	 
      	
                Section
      3.6

              	
                Book-Entry
      Interests.

              	
                23

              
	 
      	
                Section
      3.7

              	
                Notices
      To Holders.

              	
                24

              
	 
      	
                Section
      3.8

              	
                Appointment
      of Successor Clearing Agency.

              	
                24

              
	 
      	
                Section
      3.9

              	
                Definitive
      Certificates.

              	
                24

              
	 
      	
                Section
      3.10

              	
                Mutilated,
      Destroyed, Lost and Stolen Certificates.

              	
                25

              
	 
      	
                Section
      3.11

              	
                Persons
      Deemed Owners.

              	
                26

              
	 
      	
                Section
      3.12

              	
                Cancellation.

              	
                26

              
	 
      	
                Section
      3.13

              	
                Establishment
      of Stripped Equity Units.

              	
                27

              
	 
      	
                Section
      3.14

              	
                Reestablishment
      of Equity Units.

              	
                28

              
	 
      	
                Section
      3.15

              	
                Transfer
      of Collateral Upon Occurrence of Termination Event.

              	
                30

              
	 
      	
                Section
      3.16

              	
                No
      Consent to Assumption.

              	
                31

              
	
                ARTICLE
      IV. THE NOTES

              	 
      	
                31

              
	 
      	
                Section
      4.1

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

              	
                31

              
	 
      	
                Section
      4.2

              	
                Notice
      and Voting.

              	
                32

              
	 
      	
                Section
      4.3

              	
                Tax
      Event Redemption.

              	
                32

              
	
                ARTICLE
      V. THE FORWARD PURCHASE CONTRACTS; THE REMARKETING

              	
                33

              
	 
      	
                Section
      5.1

              	
                Purchase
      of Shares of Common Stock.

              	
                33

              
	 
      	
                Section
      5.2

              	
                Payment
      of Purchase Price; Remarketing.

              	
                35

              
	 
      	
                Section
      5.3

              	
                Issuance
      of Shares of Common Stock.

              	
                42

              
	 
      	
                Section
      5.4

              	
                Contract
      Adjustment Payments

              	 
      
	 
      	
                Section
      5.5

              	
                Deferral
      of Contract Adjustment Payments

              	 
      
	 
      	
                Section
      5.6

              	
                Adjustment
      of Settlement Rate.

              	
                43

              
	 
      	
                Section
      5.7

              	
                Notice
      of Adjustments and Certain Other Events.

              	
                49

              
	 
      	
                Section
      5.8

              	
                Termination
      Event; Notice.

              	
                50

              
	 
      	
                Section
      5.9

              	
                Early
      Settlement.

              	
                50

              
	 
      	
                Section
      5.10

              	
                Early
      Settlement Upon Merger.

              	
                52

              
	 
      	
                Section
      5.11

              	
                Charges
      and Taxes.

              	
                54

              
	 
      	
                Section
      5.12

              	
                No
      Fractional Shares.

              	
                54

              
	 
      	
                Section
      5.13

              	
                Tax
      Treatment.

              	
                55

              
	
                ARTICLE
      VI. REMEDIES

              	 
      	
                55

              
	 
      	
                Section
      6.1

              	
                Unconditional
      Right of Holders to Purchase Common Stock.

              	
                55

              
	 
      	
                Section
      6.2

              	
                Restoration
      of Rights and Remedies.

              	
                55

              
	 
      	
                Section
      6.3

              	
                Rights
      and Remedies Cumulative.

              	
                55

              
	 
      	
                Section
      6.4

              	
                Delay
      or Omission Not Waiver.

              	
                56

              
	 
      	
                Section
      6.5

              	
                Undertaking
      For Costs.

              	
                56

              
	 
      	
                Section
      6.6

              	
                Waiver
      of Stay or Extension Laws.

              	
                56

              
	
                ARTICLE
      VII. THE AGENT

              	 
      	
                56

              
	 
      	
                Section
      7.1

              	
                Certain
      Duties, Rights and Immunities.

              	
                56

              
	 
      	
                Section
      7.2

              	
                Notice
      of Default.

              	
                59

              
	 
      	
                Section
      7.3

              	
                Certain
      Rights of Agent.

              	
                59

              
	 
      	
                Section
      7.4

              	
                Not
      Responsible For Recitals, Etc.

              	
                60

              
	 
      	
                Section
      7.5

              	
                May
      Hold Equity Units and Stripped Equity Units and Other
      Dealings.

              	
                60

              
	 
      	
                Section
      7.6

              	
                Money
      Held In Custody.

              	
                60

              
	 
      	
                Section
      7.7

              	
                Compensation
      and Reimbursement.

              	
                60

              
	 
      	
                Section
      7.8

              	
                Corporate
      Agent Required; Eligibility.

              	
                61

              
	 
      	
                Section
      7.9

              	
                Resignation
      and Removal; Appointment of Successor.

              	
                62

              
	 
      	
                Section
      7.10

              	
                Acceptance
      of Appointment By Successor.

              	
                63

              
	 
      	
                Section
      7.11

              	
                Merger,
      Conversion, Consolidation or Succession to Business.

              	
                63

              
	 
      	
                Section
      7.12

              	
                Preservation
      of Information; Communications to Holders.

              	
                64

              
	 
      	
                Section
      7.13

              	
                Failure
      to Act.

              	
                64

              
	 
      	
                Section
      7.14

              	
                No
      Obligations of Agent.

              	
                64

              
	 
      	
                Section
      7.15

              	
                Tax
      Compliance.

              	
                65

              
	
                ARTICLE
      VIII. SUPPLEMENTAL AGREEMENTS

              	
                65

              
	 
      	
                Section
      8.1

              	
                Supplemental
      Agreements Without Consent of Holders.

              	
                65

              
	 
      	
                Section
      8.2

              	
                Supplemental
      Agreements With Consent of Holders.

              	
                66

              
	 
      	
                Section
      8.3

              	
                Execution
      of Supplemental Agreements.

              	
                67

              
	 
      	
                Section
      8.4

              	
                Effect
      of Supplemental Agreements.

              	
                67

              
	 
      	
                Section
      8.5

              	
                Reference
      to Supplemental Agreements.

              	
                67

              
	
                ARTICLE
      IX. CONSOLIDATION, MERGER, SALE OR CONVEYANCE

              	
                68

              
	 
      	
                Section
      9.1

              	
                Company
      May Consolidate, Etc., Only on Certain Terms.

              	
                68

              
	 
      	
                Section
      9.2

              	
                Successor
      Substituted.

              	
                68

              
	
                ARTICLE
      X. COVENANTS

              	 
      	
                69

              
	 
      	
                Section
      10.1

              	
                Performance
      Under Purchase Contracts.

              	
                69

              
	 
      	
                Section
      10.2

              	
                Maintenance
      of Office or Agency.

              	
                69

              
	 
      	
                Section
      10.3

              	
                Company
      to Reserve Common Stock.

              	
                70

              
	 
      	
                Section
      10.4

              	
                Covenants
      as to Common Stock.

              	
                70

              
	 
      	
                Section
      10.5

              	
                Statements
      of Officer of the Company as to Default.

              	
                70

              
	 
      	
                Section
      10.6

              	
                ERISA.

              	
                70

              


      

    

     

     

    
      EXHIBITS

    

     

    Exhibit
A                      Form
of Equity Units Certificate

    Exhibit
B                      Form
of Stripped Equity Units Certificate

    Exhibit
C                      Instruction
from Forward Purchase Contract Agent to Collateral Agent

    Exhibit
D                      Instruction
to Forward Purchase Contract Agent

    Exhibit
E                      Notice
to Settle by Separate Cash

     

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    FORWARD
PURCHASE CONTRACT AGREEMENT, dated as of June __, 2002, between American
Electric Power Company, Inc., a Delaware corporation (the “Company”),
and  [ ], a [ ] company, acting as Forward Purchase Contract Agent for
the Holders of Equity Units and Stripped Equity Units from time to time (the
“Agent”).

     

    RECITALS

     

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

     

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

     

    For and
in consideration of the premises and the purchase of the Equity Units by the
Holders thereof, the Company and the Agent mutually agree as
follows:

     

    ARTICLE
I.

    DEFINITIONS
AND OTHER PROVISIONS

    OF
GENERAL APPLICATION

     

    
      	
              Section
      1.1  

            	
              Definitions.

            


    

     

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

     

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

     

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

     

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

     

    (d) the
following terms have the meanings given to them in this Section
1.1(d):

     

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

     

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

     

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

     

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

     

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

     

    “Applicable
Market Value” has the meaning specified in Section 5.1(c).

     

    “Applicable
Ownership Interest” means, with respect to an Equity Unit and the Treasury
Securities in the Treasury Portfolio, (A) a 1/20, or 5.0%, undivided beneficial
ownership interest in a $1,000 principal or interest amount of a principal or
interest strip in a U.S. Treasury security included in such Treasury Portfolio
which matures on or prior to [ ], 2005 and (B) for the scheduled interest
Payment Date on the Notes that occurs on the Stock Purchase Date, in the case of
a successful remarketing, or for each scheduled interest Payment Date on the
Notes that occurs after the Tax Event Redemption Date and on or before the Stock
Purchase Date, in the case of a Tax Event Redemption, a 5.0% undivided
beneficial ownership interest in a $1,000 principal or interest amount of a
principal or interest strip in a U.S. Treasury security included in the Treasury
Portfolio that matures on or prior to that interest Payment Date or
Dates.

     

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

     

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

     

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

     

    “Board of
Directors” means either the Board of Directors of the Company or the committee
of executive officers appointed by such Board or any other committee of such
Board duly authorized to act generally or in any particular respect for such
Board hereunder.

     

    “Board
Resolution” means (i) a copy of a resolution certified by the Secretary or an
Assistant Secretary of the Company to have been duly adopted by the Board of
Directors and to be in full force and effect on the date of such certification,
(ii) a copy of a unanimous written consent of the Board of Directors or (iii) a
certificate signed by the authorized officer or officers to whom the Board of
Directors has delegated its authority, and in each case, delivered to the
Agent.

     

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

     

    “Business
Day” means any day other than a Saturday, Sunday or any other day on which
banking institutions and trust companies in the State of New York or at a place
of payment are authorized or required by law, regulation or executive order to
be closed.

     

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

     

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

     

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

     

    “Certificate”
means an Equity Units Certificate or a Stripped Equity Units
Certificate.

     

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

     

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

     

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

     

    “Code”
means Internal Revenue Code of 1986, as amended, and the rules and regulations
promulgated thereunder.

     

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

     

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

     

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

     

    “Common
Stock” means the common stock, par value $6.50 per share, of the
Company.

     

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

     

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

     

     “Contract
Adjustment Payments” means, in the case of Equity Units and Stripped Equity
Units, the amount payable by the Company in respect of each Forward Purchase
Contract constituting a part of such Equity Units or Stripped Equity Units,
equal to [ ]% per year of the Stated Amount, in each case computed on the basis
of a 360-day year of twelve 30-day months, plus any Deferred Contract Adjustment
Payments accrued pursuant to Section 5.3.

     

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

     

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

     

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

     

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

     

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

     

    “Depositary”
means, initially, DTC, until another Clearing Agency becomes its successor, and
thereafter “Depositary” shall mean such successor.

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    “Fair
Market Value” with respect to securities distributed in a Spin-Off means (a) in
the case of any Spin-Off that is effected simultaneously with an Initial Public
Offering of such securities, the Initial Public Offering price of those
securities, and (b) in the case of any other Spin-Off, the average of the Sale
Prices of those securities over the first 10 Trading Days after the effective
date of such Spin-Off.

     

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

     

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

     

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

     

    “Holder”
means the Person in whose name the Units evidenced by an Equity Units
Certificate or a Stripped Equity Units Certificate is registered in the Equity
Units Register or the Stripped Equity Units Register, as the case may
be.

     

    “Indenture”
means the Indenture, dated as of May 1, 2001, between the Company and the
Trustee as supplemented by any officers’ certificate or supplemental
indenture.

     

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

     

    “Issuer
Order” or “Issuer Request” means a written order or request signed in the name
of the Company by the Chief Executive Officer, the Chief Financial Officer, the
President, any Vice-President, the Treasurer, any Assistant Treasurer, the
Secretary or any Assistant Secretary (or other officer performing similar
functions) of the Company and delivered to the Agent.

     

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

     

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

     

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

     

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

     

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

     

    “Notes”
means the series of senior debt securities of the Company designated the [ ]%
Senior Notes Due [ ], 2007, to be issued under the Indenture.

     

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

     

    “Office
of the Agent in The City of New York” means an office where Certificates may be
presented or surrendered for acquisition of shares of Common Stock, transfer or
exchange, Notes may be presented for payment or surrendered for transfer or
exchange, and where notices and demands to or upon the Company in respect of
Units may be served, such office being located initially at [ ],
Attention:  Corporation Trust Operations.

    


    “Officer’s
Certificate” means a certificate signed by the Chief Executive Officer, the
Chief Financial Officer, the President, any Vice-President, the Treasurer, any
Assistant Treasurer, the Secretary or any Assistant Secretary (or other officer
performing similar functions) of the Company and delivered to the
Agent.

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    “Payment
Date” means each [ ], [ ], [ ] and [ ], commencing [ ], 2002.

     

    “Person”
means any individual, corporation, limited liability company, partnership, joint
venture, association, joint-stock company, trust, unincorporated organization or
government or any agency or political subdivision thereof.

     

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

     

    “Pledge”
means the pledge under the Pledge Agreement of the Notes, the Treasury
Securities or the appropriate Treasury Consideration or Applicable Ownership
Interest in the Treasury Portfolio, in each case constituting a part of the
Equity Units or Stripped Equity Units, property, cash, securities, financial
assets and security entitlements of the Collateral Account (as defined in
Section 1.1 of the Pledge Agreement) and any proceeds of any of the
foregoing.

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    “Quotation
Agent” means [ ] or its successor or any other primary U.S. government
securities dealer in New York City selected by the Company.

     

    “Record
Date” for the distribution payable on any Payment Date means, as to any Global
Certificate, the Business Day next preceding such Payment Date, and as to any
other Certificate, the 15th day preceding such Payment Date.

     

    “Redemption
Amount” means, in the case of a Tax Event Redemption occurring prior to a
successful remarketing of the Notes, for each Note the product of (i) the Stated
Amount of such Note and (ii) a fraction whose numerator is the applicable
Treasury Portfolio Purchase Price and whose denominator is the aggregate
principal amount of Notes outstanding on the Tax Event Redemption Date, and in
the case of a Tax Event Redemption occurring after the earlier of a successful
remarketing of the Notes or the Stock Purchase Date, for each Note the Stated
Amount of the Note.

     

    “Redemption
Price” means the redemption price per Note equal to the Redemption
Amount.

     

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

     

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

     

    “Remarketing
Agent” means [ ] or its successor under the Remarketing Agreement.

     

    “Remarketing
Agreement” means the Remarketing Agreement dated [ ], 2002 by and among the
Company, the Remarketing Agent and the Agent.

     

    “Remarketing
Date” means the third Business Day preceding [ ], 2005.

     

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

     

    “Remarketing
Period” means the three Business Day period either: (i) beginning on the
Remarketing Date and ending after the two immediately following Business Days;
(ii) immediately preceding [ ], 2005; or (iii) immediately preceding [ ],
2005.

     

    “Remarketing
Value” means

     

    (1) the value
at the Remarketing Date or any Subsequent Remarketing Date, as the case may be,
of U.S. Treasury securities that will pay, on or prior to each Payment Date
falling on the Stock Purchase Date, an amount of cash equal to the aggregate
interest payment that is scheduled to be payable on that Payment Date, on the
Notes which are included in Equity Units and are participating in the
remarketing and (b) the Separate Notes which are to be remarketed pursuant to
Section 4.5(d) of the Pledge Agreement, assuming for that purpose that the
interest rate on the Notes is equal to the Coupon Rate, and

     

    (2) the value
at the Remarketing Date or any Subsequent Remarketing Date, as the case may be,
of U.S. Treasury securities that will pay, on or prior to the Stock Purchase
Date, an amount of cash equal to the Stated Amount of (a) such Notes which are
included in Equity Units and are participating in the remarketing and (b) the
Separate Notes which are to be remarketed pursuant to Section 4.5(d) of the
Pledge Agreement

     

    provided
that for purposes of clauses (1) and (2) above, the Remarketing Value shall be
calculated on the assumptions that (x) the U.S. Treasury securities are highly
liquid and mature on or within 35 days prior to the Stock Purchase Date, as
determined in good faith by the Remarketing Agent in a manner intended to
minimize the cash value of the U.S. Treasury securities, and (y) the U.S.
Treasury securities are valued based on the ask-side price of the U.S. Treasury
securities at a time between 9:00 a.m. and 11:00 a.m., New York City time,
selected by the Remarketing Agent, on the Remarketing Date or any Subsequent
Remarketing Date, as the case may be, as determined on a third-day settlement
basis by a reasonable and customary means selected in good faith by the
Remarketing Agent, plus accrued interest to that date.

     

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

     

    “Reset
Rate” has the meaning specified in Section 5.4(c).

     

    “Responsible
Officer” means, when used with respect to the Agent, any officer within the
corporate trust department of the Agent (or any successor of the Agent),
including any Vice-President, any assistant Vice-President, any assistant
secretary, any assistant treasurer, any trust officer, any senior trust officer
or any other officer of the Agent who customarily performs functions similar to
those performed by the Persons who at the time shall be such officers,
respectively, or to whom any corporate trust matter is referred because of such
Person’s knowledge of and familiarity with the particular subject and who, in
each of the above cases, shall have direct responsibility for the administration
of this Agreement.

     

    “Sale
Price” of the Common Stock or any securities distributed in a Spin-Off, as the
case may be, on any Trading Day means the closing sale price per share (or if no
closing sale price is reported, the average of the bid and asked prices or, if
more than one in either case, the average of the average bid and the average
asked prices) on such Trading Day as reported in composite transactions for the
principal U.S. securities exchange on which the Common Stock or such securities
are traded or, if the Common Stock or such securities are not listed on a U.S.
national or regional securities exchange, as reported by Nasdaq.

     

    “Securities
Act” means the Securities Act of 1933, as amended, and the rules and regulations
thereunder.

     

    “Securities
Intermediary” means [ ], in its capacity as securities intermediary under the
Pledge Agreement, together with its successors in such capacity.

     

    “Separate
Notes” has the meaning specified in Section 1.1 of the Pledge
Agreement.

     

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

     

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

     

    “Spin-Off”
means a dividend or other distribution of shares of Capital Stock of any class
or series, or similar equity interests, of or relating to a subsidiary or other
business unit of the Company.

     

    “Stated
Amount” means, with respect to any one Note, Equity Unit or Stripped Equity
Unit, $50.

     

    “Stock
Purchase Date” means the [ ], 2005.

     

    “Stripped
Equity Units” means the collective rights and obligations of a holder of a
Stripped Equity Units Certificate in respect of a 1/20 undivided beneficial
interest in a Treasury Security, subject in each case to the Pledge thereof, and
the related Forward Purchase Contract.

     

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

     

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

     

    “Subsequent
Remarketing Date” means, provided there has been one or more Failed
Remarketings, the date on which the Remarketing Agent has consummated a
successful remarketing in accordance with Section 5.4 hereof, such date to be no
later than the Business Day immediately preceding the Stock Purchase
Date.

     

    “Supplemental
Indenture” means a supplemental indenture dated as of [ ], 2002, between the
Company and The Bank of New York, as Trustee, to the indenture dated as of May
1, 2001, between the Company and the Trustee.

     

    “Tax
Event” means the receipt by the Company of an opinion of nationally recognized
independent tax counsel experienced in such matters, which may be Simpson
Thacher & Bartlett, to the effect that there is more than an insubstantial
risk that interest payable by the Company on the Notes would not be deductible,
in whole or in part, by the Company for United States federal income tax
purposes, as a result of (a) any amendment to, or change (including any
announced proposed change) in, the laws (or any regulations thereunder) of the
United States or any political subdivision or taxing authority thereof or
therein affecting taxation, (b) any amendment to or change in an official
interpretation or application of such laws or regulations by any legislative
body, court, governmental agency or regulatory authority or (c) any official
interpretation or pronouncement that provides for a position with respect to
such laws or regulations that differs from the generally accepted position on [
], 2002, which amendment, change or proposed change is effective or which
interpretation or pronouncement is announced on or after [ ], 2002.

     

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

     

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

     

    “Tax
Event Redemption Principal Amount” means in the case of a Tax Event Redemption
occurring prior to a successful remarketing of the Notes, for each Note the
product of the principal amount of the Note and a fraction whose numerator is
the Treasury Portfolio Purchase Price and whose denominator is the aggregate
Stated Amount of Notes outstanding on the Tax Event Redemption Date, and in the
case of a Tax Event Redemption Date occurring after the earlier of a successful
remarketing of the Notes or the Stock Purchase Date, the Stated Amount of the
Notes.

     

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

     

    “Termination
Event” means the occurrence of any of the following events, at any time on or
prior to theStock Purchase Date:

     

    (i) the entry
by a court having competent jurisdiction of:

     

    (a) a decree
or order for relief in respect of the Company in an involuntary proceeding under
any applicable bankruptcy, insolvency, reorganization or other similar law or a
decree or order adjudging the Company to be insolvent, or approving a petition
seeking reorganization, arrangement, adjustment or composition of the Company
and such decree or order shall remain unstayed and in effect for a period of 60
consecutive days; or

     

    (b) a final
and non-appealable order appointing a custodian, receiver, liquidator, assignee,
trustee or other similar official of the Company or of any substantial part of
the property of the Company ordering the winding up or liquidation of the
affairs of the Company; or

     

    (ii) the
commencement by the Company of a voluntary proceeding under any applicable
bankruptcy, insolvency, reorganization or other similar law or of a voluntary
proceeding seeking to be adjudicated insolvent or the consent by the Company to
the entry of a decree or order for relief in an involuntary proceeding under any
applicable bankruptcy, insolvency, reorganization or other similar law or to the
commencement of any insolvency proceedings against it, or the filling by the
Company of a petition or answer or consent seeking organization or relief under
any applicable law, or the consent by the Company to the filing of such petition
or to the appointment of or taking possession by a custodian, receiver,
liquidator, assignee, trustee or similar official of the or any substantial part
of the property of the Company or the making by the Company of an assignment for
the benefit of creditors, or the taking of corporate action by the Company or
any in furtherance of any such action.

     

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

     

    “TIA”
means the Trust Indenture Act of 1939, as amended, and the rules and regulations
promulgated thereunder.

     

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

     

    “Transaction
Documents” has the meaning specified in Section 7.1(a).

     

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

     

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

     

    “Treasury
Portfolio Purchase Price” means the lowest aggregate price quoted by a primary
U.S. government securities dealer in New York City to the Quotation Agent on the
third Business Day immediately preceding the Tax Event Redemption Date for the
purchase of the Treasury Portfolio for settlement on the Tax Event Redemption
Date.

     

    “Treasury
Security” means a zero-coupon U.S. Treasury security (CUSIP Number ____________)
maturing on [ ], 2005 that will pay $1,000 on such maturity date.

     

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

     

    “Underwriting
Agreement” means the Underwriting Agreement relating to the Equity Units and
Stripped Equity Units dated [ ], 2002 among the Company and the underwriters
named therein.

     

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

     

    
      	
              Section
      1.2  

            	
              Compliance
      Certificates and Opinions.

            


    

     

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

     

    Every
certificate or opinion with respect to compliance with a condition or covenant
provided for in this Agreement (other than the Officer’s Certificate provided
for in Section 10.5) shall include:

     

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

     

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

     

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

     

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

     

    
      	
              Section
      1.3  

            	
              Form of Documents
      Delivered to Agent.

            


    

     

    (a) In any
case where several matters are required to be certified by, or covered by an
opinion of, any specified Person, it is not necessary that all such matters be
certified by, or covered by the opinion of, only one such Person, or that they
be so certified or covered by only one document, but one such Person may certify
or give an opinion with respect to some matters and one or more other such
Persons as to other matters, and any such Person may certify or give an opinion
as to such matters in one or several documents.

     

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

     

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

     

    
      	
              Section
      1.4  

            	
              Acts of Holders;
      Record Dates.

            


    

     

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

     

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

     

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

     

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

     

    (e) The
Company may set any day as a record date for the purpose of determining the
Holders of Outstanding Units entitled to give, make or take any request, demand,
authorization, direction, notice, consent, waiver or other action provided or
permitted by this Agreement to be given, made or taken by Holders of Equity
Units and Stripped Equity Units. If any record date is set pursuant to this
paragraph, the Holders of the Outstanding Equity Units on such record date, and
no other Holders, shall be entitled to take the relevant action with respect to
the Equity Units or the Stripped Equity Units, as the case may be, whether or
not such Holders remain Holders after such record date; provided that no such
action shall be effective hereunder unless taken on or prior to the applicable
Expiration Date by Holders of the requisite number of Outstanding Units on such
record date.  Nothing in this paragraph shall be construed to prevent
the Company from setting a new record date for any action for which a record
date has previously been set pursuant to this paragraph (whereupon the record
date previously set shall automatically and with no action by any Person be
cancelled and of no effect), and nothing in this paragraph shall be construed to
render ineffective any action taken by Holders of the requisite number of
Outstanding Units on the date such action is taken. Promptly after any record
date is set pursuant to this paragraph, the Company, at its own expense, shall
cause notice of such record date, the proposed action by Holders and the
applicable Expiration Date to be given to the Agent in writing and to each
Holder of Equity Units and Stripped Equity Units in the manner set forth in
Section 1.6.

     

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

     

    
      	
              Section
      1.5  

            	
              Notices.

            


    

     

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

     

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

     

    (b) the
Company by the Agent or by any Holder shall be sufficient for every purpose
hereunder (unless otherwise herein expressly provided) if made, given, furnished
or filed in writing and personally delivered, mailed, first-class postage
prepaid, telecopied or delivered by overnight air courier guaranteeing next day
delivery, to the Company at American Electric Power Company, Inc., 1 Riverside
Plaza, Columbus, Ohio 43215, telecopy number: [ ], Attention: [ ], or at any
other address furnished in writing to the Agent and the Holders by the Company;
or

     

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

     

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

     

    
      	
              Section
      1.6  

            	
              Notice to Holders;
      Waiver.

            


    

     

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

     

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

     

    
      	
              Section
      1.7  

            	
              Effect of Headings and
      Table of Contents.

            


    

     

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

     

    
      	
              Section
      1.8  

            	
              Successors and
      Assigns.

            


    

     

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

     

    
      	
              Section
      1.9  

            	
              Separability
      Clause.

            


    

     

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

     

    
      	
              Section
      1.10  

            	
              Benefits of
      Agreement.

            


    

     

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

     

    
      	
              Section
      1.11  

            	
              Governing
      Law.

            


    

     

    This
Agreement and the Equity Units and Stripped Equity Units shall be governed by
and construed in accordance with the laws of the State of New York, without
regard to its principles of conflicts of laws.

     

    
      	
              Section
      1.12  

            	
              Legal
      Holidays.

            


    

     

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

     

    (b) If any
date on which Contract Adjustment Payments are to be made on the Forward
Purchase Contracts is not a Business Day, then payment of the Contract
Adjustment Payments payable on that date will be made on the next succeeding day
which is a Business Day, and no interest or additional payment will be paid in
respect of the delay. However, if that Business Day is in the next succeeding
calendar year, the payment will be made on the immediately preceding Business
Day with the same force and effect as if made on that Payment Date.

     

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

     

    
      	
              Section
      1.13  

            	
              Counterparts.

            


    

     

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

     

    
      	
              Section
      1.14  

            	
              Inspection of
      Agreement.

            


    

     

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

     

    ARTICLE
II.

    CERTIFICATE
FORMS

     

    
      	
              Section
      2.1  

            	
              Forms of Certificates
      Generally.

            


    

     

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

     

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

     

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

     

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

     

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

     

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

     

    
      	
              Section
      2.2  

            	
              Form of Agent’s
      Certificate of Authentication.

            


    

     

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

     

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

     

    ARTICLE
III.

    THE
EQUITY UNITS

     

    
      	
              Section
      3.1  

            	
              Title and Terms;
      Denominations.

            


    

     

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

     

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

     

    
      	
              Section
      3.2  

            	
              Rights and Obligations
      Evidenced by the Certificates.

            


    

     

    (a) Each
Equity Units Certificate shall evidence the number of Equity Units specified
therein, with each such Equity Units representing the ownership by the Holder
thereof of a beneficial interest in a Note or the appropriate Treasury
Consideration or Applicable Ownership Interest in the Treasury Portfolio, as the
case may be, subject to the Pledge of such Note or such Treasury Consideration
or Applicable Ownership Interest in the Treasury Portfolio, as the case may be,
by such Holder pursuant to the Pledge Agreement, and the rights and obligations
of the Holder thereof and the Company under one Forward Purchase Contract. The
Agent as attorney-in-fact for, and on behalf of, the Holder of each Equity Unit
shall pledge, pursuant to the Pledge Agreement, the Note or the appropriate
Treasury Consideration or Applicable Ownership Interest in the Treasury
Portfolio, as the case may be, forming a part of such Equity Units, to the
Collateral Agent and grant to the Collateral Agent a security interest in the
right, title, and interest of such Holder in such Note or such Treasury
Consideration or Applicable Ownership Interest in the Treasury Portfolio, as the
case may be, for the benefit of the Company, to secure the obligation of the
Holder under each Forward Purchase Contract to purchase the Common Stock of the
Company. Prior to the purchase of shares of Common Stock under each Forward
Purchase Contract, such Forward Purchase Contracts shall not entitle the Holders
of Equity Units Certificates to any of the rights of a holder of shares of
Common Stock, including, without limitation, the right to vote or receive any
dividends or other payments or to consent or to receive notice as stockholders
in respect of the meetings of stockholders or for the election of directors of
the Company or for any other matter, or any other rights whatsoever as
stockholders of the Company.

     

    (b) Each
Stripped Equity Units Certificate shall evidence the number of Stripped Equity
Units specified therein, with each such Stripped Equity Units representing the
ownership by the Holder thereof of a 1/20 undivided beneficial interest in a
Treasury Security, subject to the Pledge of such interest in such Treasury
Security by such Holder pursuant to the Pledge Agreement, and the rights and
obligations of the Holder thereof and the Company under one Forward Purchase
Contract.  The Agent as attorney-in-fact for, and on behalf of, the
Holder of each Stripped Equity Units shall pledge, pursuant to the Pledge
Agreement, the Treasury Security, forming a part of such Stripped Equity Units,
to the Collateral Agent and grant to the Collateral Agent a security interest in
the right, title and interest of such Holder in such Treasury Security for the
benefit of the Company, to secure the obligation of the Holder under each
Forward Purchase Contract to purchase shares of Common Stock pursuant to this
Agreement and the related Forward Purchase Contract.  Prior to the
purchase of shares of Common Stock under each Forward Purchase Contract, such
Forward Purchase Contracts shall not entitle the Holders of Stripped Equity
Units Certificates to any of the rights of a holder of shares of Common Stock,
including, without limitation, the right to vote or receive any dividends or
other payments or to consent or to receive notice as stockholders in respect of
the meetings of stockholders or for the election of directors of the Company or
for any other matter, or any other rights whatsoever as stockholders of the
Company.

     

    
      	
              Section
      3.3  

            	
              Execution,
      Authentication, Delivery and Dating.

            


    

     

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

     

    (b) The
Certificates shall be executed on behalf of the Company by the Chief Executive
Officer, the Chief Financial Officer, the President, any Vice-President, the
Treasurer, any Assistant Treasurer, the Secretary or any Assistant Secretary (or
other officer performing similar functions) of the Company and delivered to the
Agent. The signature of any of these officers on the Certificates may be manual
or by facsimile.

     

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

     

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

     

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

     

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

     

    
      	
              Section
      3.4  

            	
              Temporary
      Certificates.

            


    

     

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

     

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

     

    
      	
              Section
      3.5  

            	
              Registration;
      Registration of Transfer and Exchange.

            


    

     

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

     

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

     

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

     

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

     

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

     

    (f) No
service charge shall be made for any registration of transfer or exchange of a
Certificate, but the Company and the Agent may require payment from the Holder
of a sum sufficient to cover any tax or other governmental charge that may be
imposed in connection with any registration of transfer or exchange of
Certificates, other than any exchanges pursuant to Sections 3.4, 3.6, 3.9 and
8.5 not involving any transfer.

     

    (g) Notwithstanding
the foregoing, the Company shall not be obligated to execute and deliver to the
Agent, and the Agent shall not be obligated to authenticate, execute on behalf
of the Holder and deliver any Certificate presented or surrendered for
registration of transfer or for exchange on or after the Business Day
immediately preceding the earlier of the Stock Purchase Date or the Termination
Date. In lieu of delivery of a new Certificate, upon satisfaction of the
applicable conditions specified above in this Section and receipt of appropriate
registration or transfer instructions from such Holder, the Agent
shall,

     

    (i) if the
Stock Purchase Date has occurred, deliver the shares of Common Stock issuable in
respect of the Forward Purchase Contracts forming a part of the Equity Units or
Stripped Equity Units, as the case may be, evidenced by such
Certificate,

     

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

     

    (iii) in the
case of Stripped Equity Units, if a Termination Event shall have occurred prior
to the Stock Purchase Date, transfer the Treasury Securities relating to such
Stripped Equity Units, in each case subject to the applicable conditions and in
accordance with the applicable provisions of Article V.

     

    
      	
              Section
      3.6  

            	
              Book-Entry
      Interests.

            


    

     

    The
Certificates, on original issuance will be issued in the form of one or more
fully registered Global Certificates, to be delivered to the Depositary or its
custodian by, or on behalf of, the Company. Such Global Certificate shall
initially be registered in the applicable Register in the name of Cede &
Co., the nominee of the Depositary, and no Beneficial Owner will receive a
definitive Certificate representing such Beneficial Owner’s interest in such
Global Certificate, except as provided in Section 3.9.  The Agent
shall enter into an agreement with the Depositary if so requested by the
Company.  Unless and until definitive, fully registered Certificates
have been issued to Beneficial Owners pursuant to Section 3.9:

     

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

     

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

     

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

     

    (d) the
rights of the Beneficial Owners shall be exercised only through the Clearing
Agency and shall be limited to those established by law and agreements between
such Beneficial Owners and the Clearing Agency and/or the Clearing Agency
Participants. The Clearing Agency will make book-entry transfers among Clearing
Agency Participants.

     

    
      	
              Section
      3.7  

            	
              Notices To
      Holders.

            


    

     

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

     

    
      	
              Section
      3.8  

            	
              Appointment of
      Successor Clearing Agency.

            


    

     

    If any
Clearing Agency elects to discontinue its services as securities depositary with
respect to the Equity Units and Stripped Equity Units or ceases to be eligible
as a “clearing agency” under the Exchange Act, the Company may, in its sole
discretion, appoint a successor Clearing Agency with respect to the Equity Units
and Stripped Equity Units.

     

    
      	
              Section
      3.9  

            	
              Definitive
      Certificates.

            


    

     

    If

     

    (i) a
Clearing Agency elects to discontinue its services as securities depositary with
respect to the Equity Units and Stripped Equity Units or ceases to be eligible
as a “clearing agency” under the Exchange Act and a successor Clearing Agency is
not appointed within 90 days after such discontinuance pursuant to Section
3.8,

     

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

     

    (iii) there
shall have occurred and be continuing a default by the Company in respect of its
obligations under one or more Forward Purchase Contracts,

     

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

     

    
      	
              Section
      3.10  

            	
              Mutilated, Destroyed,
      Lost and Stolen Certificates.

            


    

     

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

     

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

     

    (c) Notwithstanding
the foregoing, the Company shall not be obligated to execute and deliver to the
Agent, and the Agent shall not be obligated to authenticate, execute on behalf
of the Holder, and deliver to the Holder, a Certificate on or after the Business
Day immediately preceding the earlier of the Stock Purchase Date or the
Termination Date. In lieu of delivery of a new Certificate, upon satisfaction of
the applicable conditions specified above in this Section and receipt of
appropriate registration or transfer instructions from such Holder, the Agent
shall (i) if the Stock Purchase Date has occurred, deliver the shares of Common
Stock issuable in respect of the Forward Purchase Contracts forming a part of
the Equity Units or Stripped Equity Units evidenced by such Certificate, or (ii)
if a Termination Event shall have occurred prior to the Stock Purchase Date,
transfer the Notes, the appropriate Treasury Consideration or Applicable
Ownership Interest in the Treasury Portfolio, or the Treasury Securities, as the
case may be, evidenced thereby, in each case subject to the applicable
conditions and in accordance with the applicable provisions of Article
V.

     

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

     

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

     

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

     

    
      	
              Section
      3.11  

            	
              Persons Deemed
      Owners.

            


    

     

    (a) Prior to
due presentment of a Certificate for registration of transfer, the Company and
the Agent, and any agent of the Company or the Agent, may treat the Person in
whose name such Certificate is registered as the owner of the Equity Units or
Stripped Equity Units, as the case may be, evidenced thereby, for the purpose of
receiving interest payments on the Notes, receiving payment of Contract
Adjustment Payments, performance of the Forward Purchase Contracts and for all
other purposes whatsoever (subject to Section 4.1(a) and 5.2(a)), whether or not
any such payments shall be overdue and notwithstanding any notice to the
contrary, and neither the Company nor the Agent, nor any agent of the Company or
the Agent, shall be affected by notice to the contrary.

     

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

     

    
      	
              Section
      3.12  

            	
              Cancellation.

            


    

     

    (a) All
Certificates surrendered (i) for delivery of shares of Common Stock on or after
any Settlement Date; (ii) upon the transfer of Notes, the appropriate Treasury
Consideration or Applicable Ownership Interest in the Treasury Portfolio, or
Treasury Securities, as the case may be, after the occurrence of a Termination
Event; or (iii) upon the registration of a transfer or exchange of Equity Units
or Stripped Equity Units, as the case may be, shall, if surrendered to any
Person other than the Agent, be delivered to the Agent and, if not already
cancelled, shall be promptly cancelled by it. The Company may at any time
deliver to the Agent for cancellation any Certificates previously authenticated,
executed and delivered hereunder which the Company may have acquired in any
manner whatsoever, and all Certificates so delivered shall, upon Issuer Order,
be promptly cancelled by the Agent. No Certificates shall be authenticated,
executed on behalf of the Holder and delivered in lieu of or in exchange for any
Certificates cancelled as provided in this Section, except as expressly
permitted by this Agreement. All cancelled Certificates held by the Agent shall
be disposed of by the Agent in accordance with its customary
procedures.

     

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

     

    
      	
              Section
      3.13  

            	
              Establishment of
      Stripped Equity
      Units.

            


    

     

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

     

    (i) cancel
the related Equity Units;

     

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

     

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

     

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

     

    (c) Holders
may make Collateral Substitutions (i) if Treasury Securities are being
substituted for Pledged Notes, only in integral multiples of 20 Equity Units, or
(ii) if the Collateral Substitutions occur after the Remarketing Date or any
Subsequent Remarketing Date, or after a Tax Event Redemption, as the case may
be, only in integral multiples of Equity Units such that the Treasury Securities
to be deposited and the Treasury Consideration or Applicable Ownership Interest
in the Treasury Portfolio to be released are in integral multiples of
$1,000.

     

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

     

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

     

    
      	
              Section
      3.14  

            	
              Reestablishment of
      Equity
      Units.

            


    

     

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

     

    (i) cancel
the related Stripped Equity Units;

     

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

     

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

     

    (b) Holders
of Stripped Equity Units may reestablish Equity Units (i) only in integral
multiples of 20 Stripped Equity Units for 20 Equity Units or (ii) if the
reestablishment occurs after the Remarketing Date (in either case, if such
remarketing is successful) or any Subsequent Remarketing Date, or after a Tax
Event Redemption, only in integral multiples of Stripped Equity Units such that
the Treasury Consideration to be deposited and the Treasury Securities to be
released are in integral multiples of $1,000.

     

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

     

    (d) Holders
of Stripped Equity Units who reestablish Equity Units shall be responsible for
any fees or expenses payable to the Collateral Agent for its services as
Collateral Agent in respect of the substitution, and the Company shall not be
responsible for any such fees or expenses.

     

    (e) In the
event a Holder who reestablishes Equity Units pursuant to this Section 3.14
fails to effect a book-entry transfer of the Stripped Equity Units or fails to
deliver a Stripped Equity Units Certificate to the Agent after depositing
Pledged Notes, the Pledged Treasury Consideration or Pledged Applicable
Ownership Interest in the Treasury Portfolio, as the case may be, with the
Collateral Agent, the Treasury Securities constituting a part of such Stripped
Equity Units, and any distributions on such Treasury Securities shall be held in
the name of the Agent or its nominee in trust for the benefit of such Holder,
until such Stripped Equity Units are so transferred or the Stripped Equity Units
Certificate is so delivered, as the case may be, or, with respect to a Stripped
Equity Units Certificate, such Holder provides evidence satisfactory to the
Company and the Agent that such Stripped Equity Units Certificate has been
destroyed, lost or stolen, together with any indemnity that may be required by
the Agent and the Company.

     

    
      	
              Section
      3.15  

            	
              Transfer of Collateral
      Upon Occurrence of Termination Event.

            


    

     

    Upon the
occurrence of a Termination Event and the transfer to the Agent of the Notes,
the appropriate Treasury Consideration or Applicable Ownership Interest in the
Treasury Portfolio, or the Treasury Securities, as the case may be, underlying
the Equity Units and the Stripped Equity Units pursuant to the terms of the
Pledge Agreement, the Agent shall request transfer instructions with respect to
such Notes or the appropriate Treasury Consideration or Applicable Ownership
Interest in the Treasury Portfolio, or Treasury Securities, as the case may be,
from each Holder by written request mailed to such Holder at its address as it
appears in the Equity Units Register or the Stripped Equity Units Register, as
the case may be. Upon book-entry transfer of the Equity Units or Stripped Equity
Units or delivery of an Equity Units Certificate or Stripped Equity Units
Certificate to the Agent with such transfer instructions, the Agent shall
transfer the Notes, the appropriate Treasury Consideration or Applicable
Ownership Interest in the Treasury Portfolio, or Treasury Securities, as the
case may be, underlying such Equity Units or Stripped Equity Units, as the case
may be, to such Holder by book-entry transfer, or other appropriate procedures,
in accordance with such instructions. In the event a Holder would be entitled to
receive less than $1,000 principal amount at maturity of any Treasury security,
the Agent shall dispose of such Treasury security for cash and deliver such cash
to the Holder. In the event a Holder of Equity Units or Stripped Equity Units
fails to effect such transfer or delivery, the Notes, the appropriate Treasury
Consideration or Applicable Ownership Interest in the Treasury Portfolio or
Treasury Securities, as the case may be, underlying such Equity Units or
Stripped Equity Units, as the case may be, and any distributions thereon, shall
be held in the name of the Agent or its nominee in trust for the benefit of such
Holder, until (i) such Equity Units or Stripped Equity Units are transferred or
the Equity Units Certificate or Stripped Equity Units Certificate is surrendered
or such Holder provides satisfactory evidence that such Equity Units Certificate
or Stripped Equity Units Certificate has been destroyed, lost or stolen,
together with any indemnity that may be required by the Agent and the Company;
and (ii) the expiration of the time period specified in the abandoned property
laws of the relevant State.

     

    
      	
              Section
      3.16  

            	
              No Consent to
      Assumption.

            


    

     

    Each
Holder of Equity Units or Stripped Equity Units, as the case may be, by
acceptance thereof, shall be deemed expressly to have withheld any consent to
the assumption under Section 365 of the Bankruptcy Code or otherwise, of the
Forward Purchase Contract by the Company, any receiver, liquidator or person or
entity performing similar functions or its trustee in the event that the Company
becomes the debtor under the Bankruptcy Code or subject to other similar state
or federal law providing for reorganization or liquidation.

     

    ARTICLE
IV.

    THE
NOTES

     

    
      	
              Section
      4.1  

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

            


    

     

    (a) A payment
on any Note, Treasury Consideration or Applicable Ownership Interest in the
Treasury Portfolio, as the case may be, which is paid on any Payment Date other
than a Payment Date with respect to the Stated Amount due on Treasury
Consideration or Applicable Ownership Interest in the Treasury Portfolio shall,
subject to receipt thereof by the Agent from the Collateral Agent (if the
Collateral Agent is the registered owner thereof) as provided by the terms of
the Pledge Agreement, be paid to the Person in whose name the Equity Units
Certificate (or one or more Predecessor Equity Units Certificates) of which such
Note or the appropriate Treasury Consideration or Applicable Ownership Interest
in the Treasury Portfolio, as the case may be, is a part is registered at the
close of business on the Record Date for such Payment Date.

     

    (b) Each
Equity Units Certificate evidencing Notes delivered under this Agreement upon
registration of transfer of or in exchange for or in lieu of any other Equity
Units Certificate shall carry the rights to interest accrued and unpaid which
were carried by the Notes and Treasury Consideration or Applicable Ownership
Interest in the Treasury Portfolio, as the case may be, underlying such other
Equity Units Certificate.

     

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

     

    
      	
              Section
      4.2  

            	
              Notice and
      Voting.

            


    

     

    Under the
terms of the Pledge Agreement, the Agent will be entitled to exercise the voting
and any other consensual rights pertaining to the Pledged Notes but only to the
extent instructed by the Holders as described below. Upon receipt of notice of
any meeting at which holders of Notes are entitled to vote or upon any
solicitation of consents, waivers or proxies of holders of Notes, the Agent
shall, as soon as practicable thereafter, mail to the Holders of Equity Units a
notice (a) containing such information as is contained in the notice or
solicitation, (b) stating that each Holder on the record date set by the Agent
therefor (which, to the extent possible, shall be the same date as the record
date for determining the holders of Notes entitled to vote) shall be entitled to
instruct the Agent as to the exercise of the voting rights pertaining to the
Pledged Notes underlying their Equity Units and (c) stating the manner in which
such instructions may be given. Upon the written request of the Holders of
Equity Units on such record date, the Agent shall endeavor insofar as
practicable to vote or cause to be voted, in accordance with the instructions
set forth in such requests, the maximum number of Pledged Notes as to which any
particular voting instructions are received. In the absence of specific
instructions from the Holder of an Equity Unit, the Agent shall abstain from
voting the Pledged Note underlying such Equity Units. The Company hereby agrees,
if applicable, to solicit Holders of Equity Units to timely instruct the Agent
in order to enable the Agent to vote such Pledged Notes.

     

    
      	
              Section
      4.3  

            	
              Tax Event
      Redemption.

            


    

     

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

     

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

     

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

     

    ARTICLE
V.

    THE
FORWARD PURCHASE CONTRACTS; THE REMARKETING

     

    
      	
              Section
      5.1  

            	
              Purchase of Shares of
      Common Stock.

            


    

     

    (a) Each
Forward Purchase Contract shall, unless an Early Settlement has occurred in
accordance with Section 5.9, or a Merger Early Settlement has occurred in
accordance with Section 5.10, obligate the Holder of the related Equity Units or
Stripped Equity Units, as the case may be, to purchase, and the Company to sell,
on the Stock Purchase Date at a price equal to $50 (the “Purchase Price”), a
number of newly issued shares of Common Stock equal to the Settlement Rate
unless, on or prior to the Stock Purchase Date, there shall have occurred a
Termination Event with respect to the Units of which such Forward Purchase
Contract is a part.  The “Settlement Rate” is equal to,

     

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

     

    (ii) if the
Applicable Market Value is less than the Threshold Appreciation Price, but is
greater than $[ ], the number of shares of Common Stock per Forward Purchase
Contract equal to the Stated Amount of the related Equity Units or Stripped
Equity Units, as the case may be, divided by the Applicable Market Value,
and

     

    (iii) if the
Applicable Market Value is equal to or less than $[ ], [ ] shares of Common
Stock per Forward Purchase Contract, in each case subject to adjustment as
provided in Section 5.6 (and in each case rounded upward or downward to the
nearest 1/10,000th of a share).

     

    As
provided in Section 5.12, no fractional shares of Common Stock will be issued
upon settlement of Forward Purchase Contracts.

     

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

     

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

     

    (c) The
“Applicable Market Value” means the average of the Closing Price per share of
Common Stock on each of the 20 consecutive Trading Days ending on the third
Trading Day immediately preceding the Stock Purchase Date.  The
“Closing Price” of the Common Stock on any date of determination means the
closing sale price (or, if no closing price is reported, the last reported sale
price) of the Common Stock on the New York Stock Exchange (the “NYSE”) on such
date or, if the Common Stock is not listed for trading on the NYSE on any such
date, as reported in the composite transactions for the principal United States
securities exchange on which the Common Stock is so listed, or if the Common
Stock is not so listed on a United States national or regional securities
exchange, as reported by The Nasdaq Stock Market, or, if the Common Stock is not
so reported, the last quoted bid price for the Common Stock in the
over-the-counter market as reported by the National Quotation Bureau or similar
organization, or, if such bid price is not available, the market value of the
Common Stock on such date as determined by a nationally recognized independent
investment banking firm retained for this purpose by the Company.  A
“Trading Day” means a day on which the Common Stock (A) is not suspended from
trading on any national or regional securities exchange or association or
over-the-counter market at the close of business and (B) has traded at least
once on the national or regional securities exchange or association or
over-the-counter market that is the primary market for the trading of the Common
Stock.

     

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

     

    (e) Upon
registration of transfer of a Certificate, the transferee shall be bound
(without the necessity of any other action on the part of such transferee) under
the terms of this Agreement, the Forward Purchase Contracts underlying such
Certificate and the Pledge Agreement, and the transferor shall be released from
the obligations under this Agreement, the Forward Purchase Contracts underlying
the Certificates so transferred and the Pledge Agreement. The Company covenants
and agrees, and each Holder of a Certificate, by its acceptance thereof,
likewise covenants and agrees, to be bound by the provisions of this
paragraph.

     

    
      	
              Section
      5.2  

            	
              Contract Adjustment
      Payments.

            


    

     

    (a) Contract
Adjustment Payments shall accrue on each Forward Purchase Contract constituting
a part of an Equity Unit or Stripped Equity Unit at [ ]% per year of the Stated
Amount of such Equity Units or Equity Units, from [ ], 2002 through and
including the Stock Purchase Date, provided that no Contract Adjustment Payment
shall accrue after an Early Settlement or Merger Early Settlement. Subject to
Section 5.3 herein, the Company shall pay, on each Payment Date, the Contract
Adjustment Payments, if any, payable in respect of each Forward Purchase
Contract to the Person in whose name a Certificate (or one or more Predecessor
Certificates) is registered at the close of business on the Record Date
immediately preceding such Payment Date in such coin or currency of the United
States as at the time of payment shall be legal tender for payments. The
Contract Adjustment Payments, if any, will be payable at the office in New York,
New York, maintained for that purpose or, at the option of the Company, by check
mailed to the address of the Person entitled thereto at such Person’s address as
it appears on the Register or by wire transfer to the account designated to the
Agent by a prior written notice by such Person delivered at least five Business
Days prior to the applicable Payment Date.

     

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

     

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

     

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

     

    
      	
              Section
      5.3  

            	
              Deferral of Contract
      Adjustment Payments.

            


    

     

    (a) The
Company shall have the right, at any time prior to the Stock Purchase Date, to
defer the payment of any or all of the Contract Adjustment Payments otherwise
payable on any Payment Date, but only if the Company shall give the Holders and
the Agent written notice of its election to defer each such deferred Contract
Adjustment Payment (specifying the amount to be deferred) at least ten Business
Days prior to the earlier of (i) the next succeeding Payment Date or (ii) the
date the Company is required to give notice of the Record Date or Payment Date
with respect to payment of such Contract Adjustment Payments to the NYSE or
other applicable self-regulatory organization or to Holders of the Equity Units
and Stripped Equity Units, but in any event not less than one Business Day prior
to such Record Date. Any Contract Adjustment Payments so deferred shall, to the
extent permitted by law, bear additional Contract Adjustment Payments thereon at
the rate of [ ]% per year (computed on the basis of a 360-day year of 12 30-day
months), compounding on each succeeding Payment Date, until paid in full (such
deferred installments of Contract Adjustment Payments, if any, together with the
additional Contract Adjustment Payments accrued thereon, being referred to
herein as the “Deferred Contract Adjustment Payments”). Deferred Contract
Adjustment Payments, if any, shall be due on the next succeeding Payment Date
except to the extent that payment is deferred pursuant to this Section 5.3. No
Contract Adjustment Payments may be deferred to a date that is after the Stock
Purchase Date and no such deferral period may end other than on a Payment Date.
If the Forward Purchase Contracts are terminated upon the occurrence of a
Termination Event, the Holder’s right to receive Contract Adjustment Payments,
if any, and Deferred Contract Adjustment Payments, will terminate.

     

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

     

    (c) In the
event that the Company elects to defer the payment of Contract Adjustment
Payments on the Forward Purchase Contracts until the Stock Purchase Date, each
Holder will receive on the Stock Purchase Date in lieu of a cash payment a
number of shares of Common Stock (in addition to a number of shares of Common
Stock equal to the Settlement Rate) equal to (A) the aggregate amount of
Deferred Contract Adjustment Payments payable to such Holder (net of any
required tax withholding on such Deferred Contract Adjustment Payment, which
shall be remitted to the appropriate taxing jurisdiction) divided by (B) the
Applicable Market Value.

     

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

     

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

     

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

     

    (ii) as a
result of a reclassification of the Company’s Capital Stock or the exchange or
conversion of one class or series of the Company’s Capital Stock for another
class or series of the Company’s Capital Stock; the purchase of fractional
interests of the Common Stock pursuant to the conversion or exchange provisions
of such Common Stock or the security being converted or exchanged;

     

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

     

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

     

    
      	
              Section
      5.4  

            	
              Payment of Purchase
      Price; Remarketing.

            


    

     

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

     

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

     

    (ii) If a
Holder of an Equity Unit fails to notify the Agent of its intention to make a
Cash Settlement in accordance with this paragraph (a), the Holder shall be
deemed to have consented to the disposition of the Pledged Notes pursuant to the
remarketing as described in paragraph (b) below.  If a Holder of an
Equity Unit does notify the Agent as provided in this paragraph (a) of its
intention to pay the Purchase Price in cash, but fails to make such payment as
required by paragraph (a)(i) above, the Holder shall be deemed to have consented
to the disposition of the Pledged Notes pursuant to the remarketing as described
in paragraph 5.4 (b) below.

     

    (b) (i) The
Company has engaged the Remarketing Agent to sell the Notes of (A) Holders of
Equity Units, other than Holders that have elected not to participate in the
remarketing pursuant to the procedures set forth in subsection (g) below, and
(B) holders of Separate Notes that have elected to participate in the
remarketing pursuant to the procedures set forth in Section 4.5(d) of the Pledge
Agreement. On the seventh Business Day prior to the Remarketing Date or the
first day of any subsequent Remarketing Period, the Agent shall give Holders of
Equity Units and holders of Separate Notes notice of the remarketing (the form
of which notice to be provided by the Company) in a daily newspaper in the
English language of general circulation in The City of New York, which is
expected to be The Wall Street Journal, including the specific U.S. Treasury
security or securities (including the CUSIP number and/or the principal terms of
such Treasury security or securities) described in subsection (g) below, that
must be delivered by Holders of Equity Units that elect not to participate in
the remarketing pursuant to subsection (g) below, no later than 10:00 a.m., New
York City time, on the fourth Business Day preceding the Remarketing Date or the
first day of any Subsequent Remarketing Period, as applicable.  The
Agent shall notify, by 10:00 a.m., New York City time, on the third Business Day
preceding the Remarketing Date or the first day of any subsequent Remarketing
Period, as applicable, the Remarketing Agent and the Collateral Agent of the
aggregate number of Notes of Equity Units Holders to be
remarketed.  On the third Business Day immediately preceding the
Remarketing Date or the first day of any subsequent Remarketing Period, as
applicable, no later than by 10:00 a.m. New York City time, pursuant to the
terms of the Pledge Agreement, the Custodial Agent will notify the Remarketing
Agent of the aggregate number of Separate Notes to be remarketed.  On
the third Business Day immediately preceding the Remarketing Date or the first
day of any subsequent Remarketing Period, as applicable, the Collateral Agent
and the Custodial Agent, pursuant to the terms of the Pledge Agreement, will
deliver for remarketing to the Remarketing Agent all Notes to be
remarketed.

     

    (c) Upon
receipt of such notice from the Agent and the Custodial Agent and such Notes
from the Collateral Agent and the Custodial Agent, the Remarketing Agent will,
on the Remarketing Date, use its commercially reasonable best efforts to (i)
establish a rate of interest that, in the opinion of the Remarketing Agent,
will, when applied to the outstanding Notes (assuming, even if not true, that
all of the Notes are included in the remarketing), enable the then current
aggregate market value of the Notes to have a value equal to approximately
100.25% of the Remarketing Value as of the Remarketing Date or as of any
Subsequent Remarketing Date, as the case may be (the “Reset Rate”) and (ii) sell
such Notes on such date at a price equal to 100.25% of the Remarketing
Value.

     

    (d) The
Remarketing Agent will use the proceeds from a successful remarketing to
purchase the appropriate U.S. Treasury securities (the “Agent-purchased Treasury
Consideration”) with the CUSIP numbers, if any, selected by the Remarketing
Agent, described in clauses (1) and (2) of the definition of Remarketing Value
related to the Notes of Holders of Equity Units or that were remarketed. On or
prior to the third Business Day following the Remarketing Date or any Subsequent
Remarketing Date the Remarketing Agent shall deliver such Agent-purchased
Treasury Consideration to the Agent, which shall thereupon deliver such
Agent-purchased Treasury Consideration to the Collateral Agent. The Collateral
Agent, for the benefit of the Company, will thereupon apply such Agent-purchased
Treasury Consideration, in accordance with the Pledge Agreement, to secure such
Holders’ obligations under the Forward Purchase Contracts. The Remarketing Agent
will deduct as a remarketing fee an amount not exceeding 25 basis points (0.25%)
of the total proceeds from the remarketing (the “Remarketing Fee”). The
Remarketing Agent will remit (1) the portion of the proceeds from the
remarketing attributable to the Separate Notes to the Custodial Agent for the
benefit of the holders of Separate Notes that were remarketed and (2) the
remaining portion of the proceeds, less those proceeds used to purchase the
Agent-purchased Treasury Consideration, to the Agent for payment to the Holders
of the Equity Units that were remarketed, all determined on a pro rata basis, in
each case, on or prior to the third Business Day following such Remarketing Date
or Subsequent Remarketing Date.  Holders whose Notes are so remarketed
will not otherwise be responsible for the payment of any Remarketing Fee in
connection therewith.

     

    (e) (i) If,
in spite of using its commercially reasonable best efforts, the Remarketing
Agent cannot establish the Reset Rate remarket the Notes included in the
remarketing at a price equal to approximately 100.25% of the Remarketing Value,
the Remarketing Agent will again attempt to establish the Reset Rate and
remarket the Notes included in the remarketing at a price equal to approximately
100.25% of the Remarketing Value on each of the two immediately following
Business Days.  If the Remarketing Agent cannot remarket the Notes
included in the remarketing at a price equal to approximately 100.25% of the
Remarketing Value on either of those days, it will attempt to establish the
Reset Rate and remarket the Notes included in the remarketing at a price equal
to approximately 100.25% of the Remarketing Value on each of the three Business
Days immediately preceding [ ].  If the Remarketing Agent cannot
establish the Reset Rate and remarket the Notes included in the remarketing at a
price equal to approximately 100.25% of the Remarketing Value either on any of
the two Business Days immediately following the Remarketing Date or on any of
the three Business Days immediately preceding [ ], the remarketing in each
period will be deemed to gave failed (each, a “Failed
Remarketing”).  If the Remarketing Agent cannot establish the Reset
Rate and remarket the Notes included in the remarketing at a price equal to
approximately 100.25% of the Remarketing Value on any of the three Business Days
immediately preceding [ ], the Remarketing Agent will further attempt to
establish the Reset Rate and remarket the Notes included in the remarketing at a
price equal to approximately 100.25% of the Remarketing Value on each of the
three Business Days immediately preceding [ ].  If, in spite of using
its commercially reasonable best efforts, the Remarketing Agent fails to
remarket the Notes underlying the Equity Units at a price equal to approximately
100.25%, but not less than 100%, of the Remarketing Value in accordance with the
terms of the Pledge Agreement by 4:00 p.m., New York City time, on the third
Business Day immediately preceding the Stock Purchase Date, a “Last Failed
Remarketing” will be deemed to have occurred.

     

    (ii) Within
three Business Days following the end of the Last Failed Remarketing, the
Remarketing Agent shall return any Notes delivered to it to the Collateral
Agent.  The Collateral Agent, for the benefit of the Company, may
exercise its rights as a secured party with respect to such Notes, including
those actions specified in Section 5.4(f) below, and the Holders of Equity
Units, by their acceptance of the Equity Units shall be deemed to have agreed to
such exercise by the Collateral Agent in such case; provided, that if upon the
Last Failed Remarketing, the Collateral Agent delivers any Notes to the Company
in full satisfaction of the Holder’s obligation under the related Forward
Purchase Contracts, any accumulated and unpaid interest on such Notes will
become payable by the Company to the Agent for payment to the Holder of the
Equity Units to which such Notes relate.  Such payment will be made by
the Company on or prior to 11:00 a.m., New York City time, on the Stock Purchase
Date in lawful money of the United States by certified or cashier’s check or
wire transfer in immediately available funds payable to or upon the order of the
Agent.  The Company will publish notice by means of Bloomberg and
Reuters newswires of any Remarketing Period during which no successful
remarketing occurred, such notice to be published not later than the fourth
Business Day following the end of such Remarketing Period.  The
Company will cause a notice of the Last Failed Remarketing to be published on
the fourth Business Day following the date of the Last Failed Remarketing in a
daily newspaper in the English language of general circulation in The City of
New York, which is expected to be The Wall Street Journal.

     

    (f) With
respect to any Notes which constitute part of Equity Units which are subject to
the Last Failed Remarketing, the Collateral Agent for the benefit of the Company
reserves all of its rights as a secured party with respect thereto and, subject
to applicable law and Section 5.4 (j) below, may, among other things, permit the
Company to cause the Notes to be sold or to retain and cancel such Notes, in
either case, in full satisfaction of the Holders’ obligations under the Forward
Purchase Contracts and the Holders of the Equity Units, by their acceptance of
the Equity Units shall be deemed to have agreed to such action by the Collateral
Agent.

     

    (g) A Holder
of Equity Units may elect not to participate in the remarketing and retain the
Notes underlying such Equity Units by notifying the Agent of such election and
delivering the specific U.S. Treasury security or securities (including the
CUSIP number and/or the principal terms of such security or securities)
identified by the Agent that constitute the U.S. Treasury securities described
in clauses (1) and (2) of the definition of Remarketing Value relating to the
retained Notes (as if only such Notes were being remarketed) (the “Opt-out
Treasury Consideration”) to the Agent not later than 10:00 a.m. on the fourth
Business Day prior to the Remarketing Date (or, in the case of a Failed
Remarketing, not later than 10:00 a.m. on the fourth Business Day immediately
prior to the subsequent Remarketing Period).  Upon receipt thereof by
the Agent, the Agent shall deliver such Opt-out Treasury Consideration to the
Collateral Agent, which will, for the benefit of the Company, thereupon apply
such Opt-out Treasury Consideration to secure such Holder’s obligations under
the Forward Purchase Contracts.  On the first Business Day immediately
preceding the Remarketing Date (or, in the case of a Failed Remarketing, the
subsequent Remarketing Period), the Collateral Agent, pursuant to the terms of
the Pledge Agreement, will deliver the Pledged Notes of such Holder to the
Agent.  Within three Business Days following any Remarketing Period,
(A) if the remarketing was successful, the Agent shall distribute such Notes to
the Holders thereof, and (B) if there was a Failed Remarketing, the Agent will
deliver such Notes to the Collateral Agent, which will, for the benefit of the
Company, thereupon apply such Notes to secure such Holders’ obligations under
the Forward Purchase Contracts and return the Opt-out Treasury Consideration
delivered by such Holders to such Holders.  A Holder that does not so
deliver the Opt-out Treasury Consideration pursuant to this clause (g) shall be
deemed to have elected to participate in the remarketing.

     

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

     

    (i) Any
distribution to Holders of excess funds and interest described in Section 5.4(c)
and (d) above shall be payable at the Office of the Agent in The City of New
York maintained for that purpose or, at the option of the Holder or the holder
of Separate Notes, as applicable, by check mailed to the address of the Person
entitled thereto at such address as it appears on the relevant Register or by
wire transfer to an account specified by the Holder or the holder of Separate
Notes, as applicable.

     

    (j) The
obligations of each Holder to pay the Purchase Price are non-recourse
obligations and except to the extent paid by Cash Settlement, Early Settlement
or Merger Early Settlement, are payable solely out of the proceeds of any
Collateral pledged to secure the obligations of the Holder, and in no event will
any Holder be liable for any deficiency between such proceeds and the Purchase
Price.

     

    (k) Notwithstanding
anything to the contrary herein, the Company shall not be obligated to issue any
Common Stock in respect of a Forward Purchase Contract or deliver any
certificates therefor to the Holder of the related Equity Units or Stripped
Equity Units, as the case may be, unless the Company shall have received payment
in full for the shares of Common Stock to be purchased thereunder by such Holder
in the manner herein set forth.

     

    (l) In the
event of a successful remarketing, the interest rate on all of the outstanding
Notes (whether or not included in the remarketing) shall be adjusted to the
Reset Rate.

     

    
      	
              Section
      5.5  

            	
              Issuance of Shares of
      Common Stock.

            


    

     

    Unless a
Termination Event shall have occurred on or prior to the Stock Purchase Date or
an Early Settlement or a Merger Early Settlement shall have occurred with
respect to all of the outstanding Units, on the Stock Purchase Date, upon its
receipt of payment for the shares of Common Stock purchased by the Holders
pursuant to the provisions of this Article and subject to Section 5.4, the
Company shall issue and deposit with the Agent, for the benefit of the Holders
of the Outstanding Units, one or more certificates or book-entry interests
representing the newly issued shares of Common Stock registered in the name of
the Agent (or its nominee) as custodian for the Holders (such certificates or
book-entry interests for shares of Common Stock, together with any dividends or
distributions for which a record date and payment date for such dividend or
distribution has occurred after the Stock Purchase Date, being hereinafter
referred to as the “Forward Purchase Contract Settlement Fund”) to which the
Holders are entitled hereunder. Subject to the foregoing, upon surrender of a
Certificate to the Agent on or after the Stock Purchase Date, together with
settlement instructions thereon duly completed and executed, the Holder of such
Certificate shall be entitled to receive in exchange therefor a certificate or
book-entry interest representing that number of whole shares of Common Stock
which such Holder is entitled to receive pursuant to the provisions of this
Article V (after taking into account all Equity Units and Stripped Equity Units
then held by such Holder) together with cash in lieu of fractional shares as
provided in Section 5.12 and any dividends or distributions with respect to such
shares constituting part of the Forward Purchase Contract Settlement Fund, but
without any interest thereon, and the Certificate so surrendered shall forthwith
be cancelled. Such shares shall be registered in the name of the Holder or the
Holder’s designee as specified in the settlement instructions provided by the
Holder to the Agent. If any shares of Common Stock issued in respect of a
Forward Purchase Contract are to be registered to a Person other than the Person
in whose name the Certificate evidencing such Forward Purchase Contract is
registered, no such registration shall be made unless the Person requesting such
registration has paid any transfer and other taxes required by reason of such
registration in a name other than that of the registered Holder of such
Certificate or has established to the satisfaction of the Company that such tax
either has been paid or is not payable.

     

    
      	
              Section
      5.6  

            	
              Adjustment of
      Settlement Rate.

            


    

     

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

     

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

     

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

     

    (3) Stock Splits; Reverse
Splits.  In case outstanding shares of Common Stock shall be
subdivided or split into a greater number of shares of Common Stock, the
Settlement Rate or Early Settlement Rate, as applicable, in effect at the
opening of business on the day following the day upon which such subdivision or
split becomes effective shall be proportionately increased, and, conversely, in
case outstanding shares of Common Stock shall be combined into a smaller number
of shares of Common Stock, the Settlement Rate or Early Settlement Rate, as
applicable, in effect at the opening of business on the day following the day
upon which such combination becomes effective shall be proportionately reduced,
such increase or reduction, as the case may be, to become effective immediately
after the opening of business on the day following the day upon which such
subdivision, split or combination becomes effective.

     

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

     

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

     

    (1) Cash Distributions.
In case the Company shall, (i) by dividend or otherwise, distribute to all
holders of its Common Stock cash (excluding any cash that is distributed in a
Reorganization Event to which Section 5.6(b) applies or as part of a
distribution referred to in paragraph (4) of this Section) in an aggregate
amount that, combined together with (ii) the aggregate amount of any other
distributions to all holders of its Common Stock made exclusively in cash within
the 12 months preceding the date of payment of such distribution and in respect
of which no adjustment pursuant to this paragraph (5) or paragraph (6) of this
Section has been made and (iii) the aggregate of any cash plus the fair market
value as of the date of the expiration of the tender or exchange offer referred
to below (as determined by the Board of Directors, whose determination shall be
conclusive and described in a Board Resolution) of consideration payable in
respect of any tender or exchange offer by the Company or any of its
subsidiaries for all or any portion of the Common Stock concluded within the 12
months preceding the date of payment of the distribution described in clause (i)
above and in respect of which no adjustment pursuant to this paragraph (5) or
paragraph (6) of this Section has been made, exceeds 15% of the product of the
Current Market Price per share of the Common Stock on the date for the
determination of holders of shares of Common Stock entitled to receive such
distribution times the number of shares of Common Stock outstanding on such
date, then, and in each such case, immediately after the close of business on
such date for determination, the Settlement Rate or Early Settlement Rate, as
applicable, shall be increased so that the same shall equal the rate determined
by dividing the Settlement Rate or Early Settlement Rate, as applicable, in
effect immediately prior to the close of business on the date fixed for
determination of the stockholders entitled to receive such distribution by a
fraction (A) the numerator of which shall be equal to the Current Market Price
per share of the Common Stock on the date fixed for such determination less an
amount equal to the quotient of (x) the combined amount distributed or payable
in the transactions described in clauses (i), (ii) and (iii) above and (y) the
number of shares of Common Stock outstanding on such date for determination and
(B) the denominator of which shall be equal to the Current Market Price per
share of the Common Stock on such date for determination.

     

    (2) Tender Offers. In
case (i) a tender or exchange offer made by the Company or any subsidiary of the
Company for all or any portion of the Common Stock shall expire and such tender
or exchange offer (as amended upon the expiration thereof) shall require the
payment to stockholders (based on the acceptance (up to any maximum specified in
the terms of the tender or exchange offer) of Purchased Shares) of an aggregate
consideration having a fair market value (as determined by the Board of
Directors, whose determination shall be conclusive and described in a Board
Resolution) that combined together with (ii) the aggregate of the cash plus the
fair market value (as determined by the Board of Directors, whose determination
shall be conclusive and described in a Board Resolution), as of the expiration
of such tender or exchange offer, of consideration payable in respect of any
other tender or exchange offer, by the Company or any subsidiary of the Company
for all or any portion of the Common Stock expiring within the 12 months
preceding the expiration of such tender or exchange offer and in respect of
which no adjustment pursuant to paragraph (5) of this Section or this paragraph
(6) has been made and (iii) the aggregate amount of any distributions to all
holders of the Company’s Common Stock made exclusively in cash within the 12
months preceding the expiration of such tender or exchange offer and in respect
of which no adjustment pursuant to paragraph (5) of this Section or this
paragraph (6) has been made, exceeds 15% of the product of the Current Market
Price per share of the Common Stock as of the last time (the “Expiration Time”)
tenders could have been made pursuant to such tender or exchange offer (as it
may be amended) times the number of shares of Common Stock outstanding
(including any tendered shares) at the Expiration Time, then, and in each such
case, immediately prior to the opening of business on the day after the date of
the Expiration Time, the Settlement Rate or Early Settlement Rate, as
applicable, shall be adjusted so that the same shall equal the rate determined
by dividing the Settlement Rate or Early Settlement Rate, as applicable,
immediately prior to the close of business on the date of the Expiration Time by
a fraction (A) the numerator of which shall be equal to (x) the product of (I)
the Current Market Price per share of the Common Stock on the date of the
Expiration Time and (II) the number of shares of Common Stock outstanding
(including any tendered shares) at the Expiration Time less (y) the amount of
cash plus the fair market value (determined as aforesaid) of the aggregate
consideration payable to stockholders based on the transactions described in
clauses (i), (ii) and (iii) above (assuming in the case of clause (i) the
acceptance, up to any maximum specified in the terms of the tender or exchange
offer, of Purchased Shares), and (B) the denominator of which shall be equal to
the product of (x) the Current Market Price per share of the Common Stock as of
the Expiration Time and (y) the number of shares of Common Stock outstanding
(including any tendered shares) as of the Expiration Time less the number of all
shares validly tendered and not withdrawn as of the Expiration Time (the shares
deemed so accepted, up to any such maximum, being referred to as the “Purchased
Shares”).

     

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

     

    (4) “Current Market
Price”. The “Current Market Price” of the Common Stock means (a) on any
day the average of the Sales Prices for the 5 consecutive Trading Days preceding
the earlier of the day preceding the day in question and the day before the “ex
date” with respect to the issuance or distribution requiring computation, (b) in
the case of any Spin-Off that is effected simultaneously with an Initial Public
Offering of the securities being distributed in the Spin-Off, the Sale Price of
the Common Stock on the Trading Day on which the Initial Public Offering price
of the securities being distributed in the Spin-Off is determined, and (c) in
the case of any other Spin-Off, the average of the Sale Prices of the Common
Stock over the first 10 Trading Days after the effective date of such Spin-Off.
For purposes of this paragraph, the term “ex date,” when used with respect to
any issuance or distribution, shall mean the first date on which the Common
Stock trades regular way on the relevant exchange or in the relevant market
without the right to receive such issuance or distribution.

     

    (5) Calculation of
Adjustments. All adjustments to the Settlement Rate or Early Settlement
Rate, as applicable, shall be calculated to the nearest 1/10,000th of a share of
Common Stock (or if there is not a nearest 1/10,000th of a share to the next
lower 1/10,000th of a share). No adjustment in the Settlement Rate or Early
Settlement Rate, as applicable, shall be required unless such adjustment would
require

     

    (6) an
increase or decrease of at least one percent therein; provided, that any
adjustments which by reason of this subparagraph are not required to be made
shall be carried forward and taken into account in any subsequent adjustment. If
an adjustment is made to the Settlement Rate or Early Settlement Rate, as
applicable, pursuant to paragraph (1), (2), (3), (4), (5), (6), (7) or (10) of
this Section 5.6(a), an adjustment shall also be made to the Applicable Market
Value solely to determine which of clauses (i), (ii) or (iii) of the definition
of Settlement Rate or Early Settlement Rate, as applicable, in Section 5.1(a)
will apply on the Stock Purchase Date.  Such adjustment shall be made
by multiplying the Applicable Market Value by a fraction, the numerator of which
shall be the Settlement Rate or Early Settlement Rate, as applicable,
immediately after such adjustment pursuant to paragraph (1), (2), (3), (4), (5),
(6), (7) or (10) of this Section 5.6(a) and the denominator of which shall be
the Settlement Rate or Early Settlement Rate, as applicable, immediately before
such adjustment; provided, that if such adjustment to the Settlement Rate or
Early Settlement Rate, as applicable, is required to be made pursuant to the
occurrence of any of the events contemplated by paragraph (1), (2), (3), (4),
(5), (7) or (10) of this Section 5.6(a) during the period taken into
consideration for determining the Applicable Market Value, appropriate and
customary adjustments shall be made to the Settlement Rate or Early Settlement
Rate, as applicable.

     

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

     

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

     

    In the
event of

     

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

     

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

     

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

     

    (4) any
liquidation, dissolution or winding up of the Company other than as a result of
or after the occurrence of a Termination Event (any such event, a
“Reorganization Event”),

     

    each
share of Common Stock covered by each Forward Purchase Contract forming a part
of a Equity Units or Stripped Equity Units, as the case may be, immediately
prior to such Reorganization Event shall, after such Reorganization Event, be
converted for purposes of the Forward Purchase Contract into the kind and amount
of securities, cash and other property receivable in such Reorganization Event
(without any interest thereon, and without any right to dividends or
distributions thereon which have a record date that is prior to the Stock
Purchase Date) per share of Common Stock by a holder of Common Stock that (i) is
not a Person with which the Company consolidated or into which the Company
merged or which merged into the Company or to which such sale or transfer was
made, as the case may be (any such Person, a “Constituent Person”), or an
Affiliate of a Constituent Person to the extent such Reorganization Event
provides for different treatment of Common Stock held by Affiliates of the
Company and non-Affiliates, and (ii) failed to exercise his rights of election,
if any, as to the kind or amount of securities, cash and other property
receivable upon such Reorganization Event (provided that if the kind or amount
of securities, cash and other property receivable upon such Reorganization Event
is not the same for each share of Common Stock held immediately prior to such
Reorganization Event by other than a Constituent Person or an Affiliate thereof
and in respect of which such rights of election shall not have been exercised
(“Non-electing Share”), then for the purpose of this Section the kind and amount
of securities, cash and other property receivable upon such Reorganization Event
by each Non-electing Share shall be deemed to be the kind and amount so
receivable per share by a plurality of the Non-electing Shares). On the Stock
Purchase Date, the Settlement Rate then in effect will be applied to the value
on the Stock Purchase Date of such securities, cash or other
property.  In the event of such a Reorganization Event, the Person
formed by such consolidation, merger or exchange or the Person which acquires
the assets of the Company or, in the event of a liquidation or dissolution of
the Company, the Company or a liquidating trust created in connection therewith,
shall execute and deliver to the Agent an agreement supplemental hereto
providing that the Holder of each Outstanding Units shall have the rights
provided by this Section 5.6. Such supplemental agreement shall provide for
adjustments which, for events subsequent to the effective date of such
supplemental agreement, shall be as nearly equivalent as may be practicable to
the adjustments provided for in this Section. The above provisions of this
Section shall similarly apply to successive Reorganization Events.

     

    
      	
              Section
      5.7  

            	
              Notice of Adjustments
      and Certain Other Events.

            


    

     

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

     

    (i) forthwith
compute the Settlement Rate or Early Settlement Rate, as applicable, and the
Applicable Market Value in accordance with Section 5.6 and prepare and transmit
to the Agent an Officer’s Certificate setting forth the Settlement Rate and the
Applicable Market Value, the method of calculation thereof in reasonable detail,
and the facts requiring such adjustment and upon which such adjustment is based;
and

     

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

     

    (b) The Agent
shall not at any time be under any duty or responsibility to any Holder of
Equity Units and Stripped Equity Units to determine whether any facts exist
which may require any adjustment of the Settlement Rate or Early Settlement
Rate, as applicable, and the Applicable Market Value, or with respect to the
nature or extent or calculation of any such adjustment when made, or with
respect to the method employed in making the same. The Agent shall not be
accountable with respect to the validity or value (or the kind or amount) of any
shares of Common Stock, or of any securities or property, which may at any time
be issued or delivered with respect to any Forward Purchase Contract; and the
Agent makes no representation with respect thereto. The Agent shall not be
responsible for any failure of the Company to issue, transfer or deliver any
shares of Common Stock pursuant to a Forward Purchase Contract or to comply with
any of the duties, responsibilities or covenants of the Company contained in
this Article.

     

    
      	
              Section
      5.8  

            	
              Termination Event;
      Notice.

            


    

     

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

     

    
      	
              Section
      5.9  

            	
              Early
      Settlement.

            


    

     

    (a) Subject
to and upon compliance with the provisions of this Section 5.7, Forward
Purchase Contracts underlying Equity Units or Stripped Equity Units having an
aggregate Stated Amount equal to $1,000 or an integral multiple thereof, may, at
the option of the Holder thereof, be settled early (“Early Settlement”) on or
prior to 10:00 a.m. on the seventh Business Day immediately preceding the Stock
Purchase Date.  In order to exercise the right to effect Early
Settlement with respect to any Forward Purchase Contracts, the Holder of the
Certificate evidencing the related Equity Units or Stripped Equity Units, as the
case may be, shall deliver such Certificate to the Agent at the Corporate Trust
Office duly endorsed for transfer to the Company or in blank with the form of
Election to Settle Early on the reverse thereof duly completed and accompanied
by payment payable to the Company in immediately available funds in an amount
(the “Early Settlement Amount”) equal to (A) the product of (i) the Stated
Amount of such Equity Units or Stripped Equity Units, as the case may be,
multiplied by (ii) the number of Forward Purchase Contracts with respect to
which the Holder has elected to effect Early Settlement, plus (B) if such
delivery is made with respect to any Forward Purchase Contracts during the
period from the close of business on any Record Date next preceding any Payment
Date to the opening of business on such Payment Date, an amount equal to the
Contract Adjustment Payments, if any, payable on such Payment Date with respect
to such Forward Purchase Contracts; provided that no payment shall be required
pursuant to clause (B) of this sentence if the Company shall have elected to
defer the Contract Adjustment Payments that would otherwise be payable on such
Payment Date and further provided that, at that time, if so required by the
United States federal securities laws, a registration statement is in effect and
a prospectus is available covering the shares of the Common Stock of the Company
to be delivered in respect of the Forward Purchase Contracts being
settled.  Except as provided in the immediately preceding sentence and
subject to Section 5.2(d), no payment or adjustment shall be made upon Early
Settlement of any Forward Purchase Contract on any Contract Adjustment Payments
accrued on such Forward Purchase Contract or on account of any dividends on the
Common Stock issued upon such Early Settlement.  If the foregoing
requirements are first satisfied with respect to Forward Purchase Contracts
underlying any Equity Units or Stripped Equity Units, as the case may be, at or
prior to 5:00 p.m., New York City time, on a Business Day, such day shall be the
“Early Settlement Date” with respect to such Equity Units or Stripped Equity
Units, as the case may be, and if such requirements are first satisfied after
5:00 p.m., New York City time, on a Business Day or on a day that is not a
Business Day, the “Early Settlement Date” with respect to such Equity Units or
Stripped Equity Units, as the case may be, shall be the next succeeding Business
Day.

     

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

     

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

     

    (d) Upon
Early Settlement of any Forward Purchase Contracts, and subject to receipt of
shares of Common Stock from the Company and the Pledged Notes, Pledged Treasury
Consideration, Pledged Applicable Ownership Interest in the Treasury Portfolio,
or Pledged Treasury Securities, as the case may be, from the Collateral Agent,
as applicable, the Agent shall, in accordance with the instructions provided by
the Holder thereof on the applicable form of Election to Settle Early on the
reverse of the Certificate evidencing the related Equity Units or Stripped
Equity Units, as the case may be,, (i) transfer to the Holder the Pledged Notes,
Pledged Treasury Consideration, Pledged Applicable Ownership Interest in the
Treasury Portfolio, or Pledged Treasury Securities, as the case may be, forming
a part of such Equity Units or Stripped Equity Units, as the case may be,, and
(ii) deliver to the Holder a certificate or certificates or book-entry interest
for the full number of shares of Common Stock issuable upon such Early
Settlement together with payment in lieu of any fraction of a share, as provided
in Section 5.11.

     

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

     

    
      	
              Section
      5.10  

            	
              Early Settlement Upon
      Merger.

            


    

     

    (a) In the
event of a merger or consolidation of the Company of the type described in
clause (1) of Section 5.6(b) in which the Common Stock outstanding immediately
prior to such merger or consolidation is exchanged for consideration consisting
of at least 30% cash or cash equivalents (any such event a “Cash Merger”), then
the Company (or the successor to the Company hereunder) shall be required to
offer the Holder of each Equity Units or Stripped Equity Units, as the case may
be, the right to settle the Forward Purchase Contract underlying such Equity
Units or Stripped Equity Units, as the case may be, prior to the Stock Purchase
Date (“Merger Early Settlement”) as provided herein. On or before the fifth
Business Day after the consummation of a Cash Merger, the Company or, at the
request and expense of the Company, the Agent, shall give all Holders notice of
the occurrence of the Cash Merger and of the right of Merger Early Settlement
arising as a result thereof. The Company shall also deliver a copy of such
notice to the Agent and the Collateral Agent.

     

    Each such
notice shall contain:

     

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

     

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

     

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

     

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

     

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

     

    (b) To
exercise a Merger Early Settlement right, a Holder shall deliver to the Agent at
the Corporate Trust Office on or before 5:00 p.m., New York City time on the
date specified in the notice the Certificate(s) evidencing the Equity Units or
Stripped Equity Units, as the case may be, with respect to which the Merger
Early Settlement right is being exercised duly endorsed for transfer to the
Company or in blank with the form of Election to Settle Early on the reverse
thereof duly completed and accompanied by payment payable to the Company in
immediately available funds in an amount equal to the Early Settlement Amount
less the amount of cash that otherwise would be deliverable by the Company or
its successor upon settlement of the Forward Purchase Contract in lieu of Common
Stock pursuant to Section 5.4(b) and as described in the notice to Holders (the
“Merger Early Settlement Amount”).

     

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

     

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

     

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

     

    
      	
              Section
      5.11  

            	
              Charges and
      Taxes.

            


    

     

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

     

    
      	
              Section
      5.12  

            	
              No Fractional
      Shares.

            


    

     

    No
fractional shares or scrip representing fractional shares of Common Stock shall
be issued or delivered upon settlement on the Stock Purchase Date or upon Early
Settlement or Merger Early Settlement of any Forward Purchase
Contracts.  If Certificates evidencing more than one Forward Purchase
Contract shall be surrendered for settlement at one time by the same Holder, the
number of full shares of Common Stock which shall be delivered upon settlement
shall be computed on the basis of the aggregate number of Forward Purchase
Contracts evidenced by the Certificates so surrendered. Instead of any
fractional share of Common Stock which would otherwise be deliverable upon
settlement of any Forward Purchase Contracts on the applicable Settlement Date
or upon Early Settlement or Merger Early Settlement, the Company, through the
Agent, shall make a cash payment in respect of such fractional share in an
amount equal to the value of such fractional share times the Applicable Market
Value.  The Company shall provide the Agent from time to time with
sufficient funds to permit the Agent to make all cash payments required by this
Section 5.12 in a timely manner.

     

    
      	
              Section
      5.13  

            	
              Tax
      Treatment.

            


    

     

    The
Company covenants and agrees and each Holder, by purchasing the Units agrees, to
(i) treat a Holder’s acquisition of the Units as the acquisition of the Note and
Forward Purchase Contract constituting the Units and (ii) treat each Holder as
the owner for all tax purposes of the related Notes, Treasury Consideration,
Applicable Ownership Interest in the Treasury Portfolio or Treasury Securities,
as the case may be.

     

    ARTICLE
VI.

    REMEDIES

     

    
      	
              Section
      6.1  

            	
              Unconditional Right of
      Holders to Purchase Common
Stock.

            


    

     

    (a) The
Holder of any Equity Units or Stripped Equity Units, as the case may be shall
have the right, which is absolute and unconditional, subject to the right of the
Company to defer payment thereof pursuant to Section 5.3, and to the forfeiture
of any Deferred Contract Adjustment Payments upon Early Settlement pursuant to
Section 5.9(a) or upon Merger Early Settlement pursuant to Section 5.10 or upon
the occurrence of a Termination Event, to receive payment of each installment of
the Contract Adjustment Payments, if any, with respect to the Purchase Contract
constituting a part of such Equity Units or Stripped Equity Units, as the case
may be, on the respective Payment Date for such Equity Units or Stripped Equity
Units, as the case may be, and

     

    (b) Subject
to Section 5.6, the Holder of any Units shall have the right, which is absolute
and unconditional, to purchase Common Stock pursuant to the Forward Purchase
Contract constituting a part of such Units and to institute suit for the
enforcement of any such right to purchase Common Stock, and such right shall not
be impaired without the consent of such Holder.

     

    
      	
              Section
      6.2  

            	
              Restoration of Rights
      and Remedies.

            


    

     

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

     

    
      	
              Section
      6.3  

            	
              Rights and Remedies
      Cumulative.

            


    

     

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

     

    
      	
              Section
      6.4  

            	
              Delay or Omission Not
      Waiver.

            


    

     

    No delay
or omission of any Holder to exercise any right or remedy upon a default shall
impair any such right or remedy or constitute a waiver of any such right. Every
right and remedy given by this Article or by law to the Holders may be exercised
from time to time, and as often as may be deemed expedient, by such
Holders.

     

    
      	
              Section
      6.5  

            	
              Undertaking For
      Costs.

            


    

     

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

     

    
      	
              Section
      6.6  

            	
              Waiver of Stay or
      Extension Laws.

            


    

     

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

     

    ARTICLE
VII.

    THE
AGENT

     

    
      	
              Section
      7.1  

            	
              Certain Duties, Rights
      and Immunities.

            


    

     

    (a) The Agent
shall act as agent and attorney-in-fact for the Holders of the Equity Units and
Stripped Equity Units hereunder with such powers as are specifically vested in
the Agent by the terms of this Agreement, the Pledge Agreement, the Remarketing
Agreement, the Notes and the Equity Units and Stripped Equity Units, and any
documents evidencing them or related thereto (the “Transaction Documents”),
together with such other powers as are reasonably incidental thereto. The
Agent:

     

    (1) shall
have no duties or responsibilities except those expressly set forth in the
Transaction Documents and no implied covenants or obligations shall be inferred
from any Transaction Documents against the Agent, nor shall the Agent be bound
by the provisions of any agreement by any party hereto beyond the specific terms
hereof;

     

    (2) shall be
entitled conclusively to rely upon (x) any certification, order, judgment,
opinion, notice or other communication (including, without limitation, any
thereof by telephone or facsimile) reasonably 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), (y) the truth of the statements and the correctness of the opinions
expressed therein and (z) advice and statements of legal counsel and other
experts selected by the Agent;

     

    (3) as to any
matters not expressly provided for by any Transaction Document, shall in all
cases be fully protected in acting, or in refraining from acting, hereunder or
thereunder in accordance with instructions given by the Company or the Holders
in accordance with the Transaction Documents;

     

    (4) shall not
be responsible for any recitals contained in any Transaction Document, or in any
certificate or other document referred to or provided for in, or received by it
under, any Transaction Document or the Equity Units or Stripped Equity Units, or
for the value, validity, effectiveness, genuineness, enforceability or
sufficiency of any Transaction Document (other than as against the Agent) or the
Equity Units or Stripped Equity Units or any other document referred to or
provided for herein or therein or for any failure by the Company, any Holder or
any other Person (except the Agent) to perform any of its obligations hereunder
or thereunder or for the perfection, priority or, except as expressly required
hereby, existence, validity, perfection or maintenance of any security interest
created under the Pledge Agreement, or for the use or application by the Company
of the proceeds in respect of the Forward Purchase Contracts;

     

    (5) shall not
be required to initiate or conduct any litigation or collection proceedings
hereunder;

     

    (6) 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 gross negligence, bad faith
or willful misconduct; and

     

    (7) 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 Stripped
Equity Units or other rights under any Transaction Document.

     

    (b) No
provision of any Transaction Document shall be construed to relieve the Agent
from liability for its own negligent action, its own negligent failure to act,
its own bad faith, or its own willful misconduct, except that:

     

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

     

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

     

    (3) in no
event shall the Agent be required to expend or risk its own funds or otherwise
incur any financial liability in the performance of any of its duties
hereunder.

     

    (c) In no
event shall the Agent or its officers, employees or agents be liable for any
special, indirect, individual, punitive or consequential loss or damages, lost
profits or loss of business, arising in connection with any Transaction
Document, whether or not the likelihood of such loss or damage was known to the
Agent, and regardless of the form of action.

     

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

     

    (e) The Agent
is authorized to execute and deliver the Pledge Agreement and the Remarketing
Agreement and any supplement thereto in its capacity as Agent.  The
Agent shall be entitled to all of the rights, privileges, immunities and
indemnities contained in this Agreement with respect to any duties of the Agent
under, or actions taken, omitted to be taken or suffered by the Agent pursuant
to the Pledge Agreement.

     

    (f) The Agent
shall have no liability whatsoever for the action or inaction of any Clearing
Agency or any book-entry system thereof. In no event shall any Clearing Agency
or any book-entry system thereof be deemed an agent or subcustodian of the
Agent.

     

    (g) The Agent
shall not be responsible or liable for any failure or delay in the performance
of its obligations under any Transaction Document arising out of or caused,
directly or indirectly, by circumstances beyond its reasonable control,
including, without limitation, acts of God; acts of terrorism; earthquakes;
fires; floods; wars; civil or military disturbances; sabotage; epidemics; riots;
interruptions, loss or malfunctions of utilities, computer (hardware or
software) or communications service; accidents; labor disputes; acts of civil or
military authority; governmental actions; or inability to obtain labor,
material, equipment or transportation.

     

    
      	
              Section
      7.2  

            	
              Notice of
      Default.

            


    

     

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

     

    
      	
              Section
      7.3  

            	
              Certain Rights of
      Agent.

            


    

     

    Subject
to the provisions of Section 7.1:

     

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

     

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

     

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

     

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

     

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

     

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

     

    (g) the
rights, privileges, protections, immunities and benefits given to the Agent,
including, but not limited to, its right to be indemnified, are extended to, and
shall be enforceable by, the Agent in each of its capacities hereunder, and to
each Agent, custodian and other person employed to act hereunder;

     

    (h) the Agent
shall not be charged with knowledge of any default by the Company hereunder
unless a Responsible Officer of the Agent shall have received at the Corporate
Trust Office of the Agent written notice of such default; and

     

    (i) the
permissive right of the Agent to do things enumerated in this Agreement shall
not be construed as a duty.

     

    
      	
              Section
      7.4  

            	
              Not Responsible For
      Recitals, Etc.

            


    

     

    The
recitals contained herein and in the Certificates shall be taken as the
statements of the Company and the Agent assumes no responsibility for their
accuracy.  The Agent makes no representations as to the validity or
sufficiency of either this Agreement or of the Equity Units or Stripped Equity
Units, or of the Pledge Agreement or the Pledge.  The Agent shall not
be accountable for the use or application by the Company of the proceeds in
respect of the Equity Units or Stripped Equity Units or the Forward Purchase
Contracts and shall not be responsible for the perfection, priority or
maintenance of any security interests created or intended to be created under
the Pledge Agreement.

     

    
      	
              Section
      7.5  

            	
              May Hold Equity Units
      and Stripped Equity Units and Other Dealings.

            


    

     

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

     

    
      	
              Section
      7.6  

            	
              Money Held In
      Custody.

            


    

     

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

     

    
      	
              Section
      7.7  

            	
              Compensation and
      Reimbursement.

            


    

     

    The
Company agrees:

     

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

     

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

     

    (c) to
indemnify the Agent for, and to hold it harmless against, any loss, liability or
reasonable out-of-pocket expense incurred without gross negligence, willful
misconduct or bad faith on its part, arising out of or in connection with the
acceptance or administration of its duties under the Transaction Documents,
including the costs and expenses (including reasonable fees and expenses of
counsel) of defending itself against any claim, whether asserted by the Company,
a Holder or any other Person, or liability in connection with the exercise or
performance of any of its powers or duties under the Transaction Documents. The
Agent shall promptly notify the Company of any third party claim which may give
rise to the indemnity hereunder and give the Company the opportunity to
participate in the defense of such claim with counsel reasonably satisfactory to
the indemnified party, and no such claim shall be settled without the written
consent of the Company, which consent shall not be unreasonably withheld,
provided that any failure to give any such notice shall not affect the
obligation of the Company under this Section.  The provisions of this
Section 7.7 shall survive the termination of this Agreement, the satisfaction or
discharge of the Equity Units or Stripped Equity Units and/ or the Separate
Notes or the resignation or removal of the Agent.

     

    
      	
              Section
      7.8  

            	
              Corporate Agent
      Required; Eligibility.

            


    

     

    There
shall at all times be an Agent hereunder which shall be a corporation organized
and doing business under the laws of the United States of America, any State
thereof or the District of Columbia, authorized under such laws to exercise
corporate trust powers, having (or being a member of a bank holding company
having) a combined capital and surplus of at least $500,000,000, subject to
supervision or examination by federal or state authority and having (or being a
member of a bank holding company having) a Corporate Trust Office in the Borough
of Manhattan, the City of New York, if there be such a corporation, qualified
and eligible under this Article and willing to act on reasonable terms. If such
corporation publishes reports of condition at least annually, pursuant to law or
to the requirements of said supervising or examining authority, then for the
purposes of this Section, the combined capital and surplus of such corporation
shall be deemed to be its combined capital and surplus as set forth in its most
recent report of condition so published. If at any time the Agent shall cease to
be eligible in accordance with the provisions of this Section, it shall resign
immediately in the manner and with the effect hereinafter specified in this
Article.

     

    
      	
              Section
      7.9  

            	
              Resignation and
      Removal; Appointment of
Successor.

            


    

     

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

     

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

     

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

     

    (d) If at any
time:

     

    (1) the Agent
has a “conflicting interest” (as defined in Section 310(b) of the TIA) and fails
to eliminate the conflicting interest or resign pursuant to Section 310(b) of
the TIA upon written request therefor by the Company or by any Holder who has
been a bona fide Holder of a Unit for at least six months, as if this Agreement
were an indenture qualified under the TIA, as if the Equity Units or Stripped
Equity Units were in default and as if such default had not been cured or waived
within the applicable period under Section 310(b) of the TIA; or

     

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

     

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

     

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

     

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

     

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

     

    
      	
              Section
      7.10  

            	
              Acceptance of
      Appointment By Successor.

            


    

     

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

     

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

     

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

     

    
      	
              Section
      7.11  

            	
              Merger, Conversion,
      Consolidation or Succession to
Business.

            


    

     

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

     

    
      	
              Section
      7.12  

            	
              Preservation of
      Information; Communications to
Holders.

            


    

     

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

     

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

     

    
      	
              Section
      7.13  

            	
              Failure to
      Act.

            


    

     

    In the
event of any ambiguity in the provisions of any Transaction Document or any
dispute between or conflicting claims by or among the parties hereto or any
other Person, the Agent shall be entitled, after prompt notice to the Company
and the Holders of Equity Units and Stripped Equity Units, at its sole option,
to refuse to comply with any and all such claims, demands or instructions so
long as such dispute or conflict shall continue, and the Agent shall not be or
become liable in any way to any of the parties hereto for its failure or refusal
to comply with such conflicting claims, demands or instructions. The 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, reasonably satisfactory to the Agent, or (ii) the Agent
shall have received security or an indemnity reasonably satisfactory to the
Agent sufficient to save the Agent harmless from and against any and all loss,
liability or reasonable out-of-pocket expense which the Agent may incur by
reason of its acting without bad faith, willful misconduct or gross negligence.
The Agent may in addition elect to commence an interpleader action or seek other
judicial relief or orders as the Agent may deem necessary. Notwithstanding
anything contained herein to the contrary, the Agent shall not be required to
take any action that is in its opinion contrary to law or to the terms of any
Transaction Document, or which would in its opinion subject it or any of its
officers, employees or directors to liability.

     

    
      	
              Section
      7.14  

            	
              No Obligations of
      Agent.

            


    

     

    Except to
the extent otherwise provided in this Agreement, the Agent assumes no obligation
and shall not be subject to any liability under this Agreement, the Pledge
Agreement or any Forward Purchase Contract in respect of the obligations of the
Holder of any Equity Units or Stripped Equity Units thereunder. The Company
agrees, and each Holder of a Certificate, by such Holder’s acceptance thereof,
shall be deemed to have agreed, that the Agent’s execution of the Certificates
on behalf of the Holders shall be solely as agent and attorney-in-fact for the
Holders, and that the Agent shall have no obligation to perform such Forward
Purchase Contracts on behalf of the Holders, except to the extent expressly
provided in Article V.  Anything contained in this Agreement to the
contrary notwithstanding, in no event shall the Agent or its officers, employees
or agents be liable for indirect, special, punitive, or consequential loss or
damage of any kind whatsoever, including, but not limited to, lost profits,
whether or not the likelihood of such loss or damage was known to the Agent and
regardless of the form of action.

     

    
      	
              Section
      7.15  

            	
              Tax
      Compliance.

            


    

     

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

     

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

     

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

     

    ARTICLE
VIII.

    SUPPLEMENTAL
AGREEMENTS

     

    
      	
              Section
      8.1  

            	
              Supplemental
      Agreements Without Consent of
Holders.

            


    

     

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

     

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

     

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

     

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

     

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

     

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

     

    (f) to permit
the substitution by Holders of designated Company debt instruments for the
Pledged Notes as Collateral under this Agreement.

     

    
      	
              Section
      8.2  

            	
              Supplemental
      Agreements With Consent of
Holders.

            


    

     

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

     

    (1) change
any Payment Date;

     

    (2) change
the amount or the type of Collateral required to be Pledged to secure a Holder’s
Obligations under the Forward Purchase Contract unless not adverse to Holders,
impair the right of the Holder of any Forward Purchase Contract to receive
distributions on the related Collateral (except as provided in Section 8.1(f)
and except for the rights of Holders of Equity Units to substitute the Treasury
Securities for the Pledged Notes, Pledged Treasury Consideration or Pledged
Applicable Ownership Interest in the Treasury Portfolio, or the rights of
holders of Stripped Equity Units to substitute Notes or appropriate Treasury
Consideration or Applicable Ownership Interest in the Treasury Portfolio for the
Pledged Treasury Securities) or otherwise adversely affect the Holder’s rights
in or to such Collateral;

     

    (3) reduce
any Contract Adjustment Payments, if any, or any Deferred Contract Adjustment
Payment, or change any place where, or the coin or currency in which, any
Contract Adjustment Payment is payable;

     

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

     

    (5) impair
the right to institute suit for the enforcement of any Forward Purchase
Contract;

     

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

     

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

     

    provided,
that if any amendment or proposal referred to above would adversely affect only
the Equity Units or the Stripped Equity Units, then only the affected class of
Holder as of the record date for the Holders entitled to vote thereon will be
entitled to vote on 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 or 100% of such class, as the case may be.

     

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

     

    
      	
              Section
      8.3  

            	
              Execution of
      Supplemental Agreements.

            


    

     

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

     

    
      	
              Section
      8.4  

            	
              Effect of Supplemental
      Agreements.

            


    

     

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

     

    
      	
              Section
      8.5  

            	
              Reference to
      Supplemental Agreements.

            


    

     

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

     

    ARTICLE
IX.

    CONSOLIDATION,
MERGER, SALE OR CONVEYANCE

     

    
      	
              Section
      9.1  

            	
              Company May
      Consolidate, Etc., Only on Certain
Terms.

            


    

     

    The
Company shall not consolidate with or merge into any other Person or convey,
transfer or lease its properties and assets substantially as an entirety to any
Person, unless:

     

    (a) the
Person formed by such consolidation or into which the Company is merged or the
Person which acquires by conveyance, transfer or lease the properties and assets
of the Company substantially as an entirety shall be a corporation, partnership,
limited liability company or trust, shall be organized and validly existing
under the laws of the United States of America, any State thereof or the
District of Columbia and shall expressly assume every covenant of this
Agreement, the Forward Purchase Contracts, the Notes, the Remarketing Agreement
and the Pledge Agreement on the part of the Company to be performed or observed
by one or more supplemental agreements in form reasonably satisfactory to the
Agent and the Collateral Agent, executed and delivered to the Agent and the
Collateral Agent by such Person;

     

    (b) immediately
after giving effect to such transaction, no default under this Agreement, the
Forward Purchase Contracts, the Remarketing Agreement or the Pledge Agreement
shall have happened and be continuing; and

     

    (c) the
Company has delivered to the Agent an Officers’ Certificate and an Opinion of
Counsel, each stating that such consolidation, merger, conveyance, transfer or
lease and such supplemental agreement(s) comply with this Section 9.1 and that
all conditions precedent herein provided for relating to such transaction have
been complied with.

     

    This
Section 9.1 shall not apply to any merger or consolidation in which the Company
is the surviving corporation.

     

    
      	
              Section
      9.2  

            	
              Successor
      Substituted.

            


    

     

    (a) Upon any
consolidation with or merger of the Company into any other Person, or any
conveyance, transfer or lease of the properties and assets of the Company
substantially as an entirety in accordance with Section 9.1, the successor
Person formed by such consolidation or into which the Company is merged or to
which such conveyance, transfer or lease is made shall succeed to, and be
substituted for, and may exercise every right and power of, the Company under
this Agreement with the same effect as if such successor Person had been named
as the Company herein, and thereafter, except in the case of a lease, the
predecessor Person shall be relieved of all obligations and covenants under this
Agreement, the Forward Purchase Contracts, the Notes, the Units, the Remarketing
Agreement and the Pledge Agreement.

     

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

     

    ARTICLE
X.

     

    COVENANTS

     

    
      	
              Section
      10.1  

            	
              Performance Under
      Purchase Contracts.

            


    

     

    The
Company covenants and agrees for the benefit of the Holders from time to time of
the Equity Units and Stripped Equity Units that it will duly and punctually
perform its obligations under the Forward Purchase Contracts in accordance with
the terms of the Forward Purchase Contracts and this Agreement.  In
the case of Early Settlement pursuant to Section 5.7, if the United States
federal securities laws so require, the Company will use commercially reasonable
efforts to (i) have in effect a registration statement covering the shares of
Common Stock to be delivered in respect of the Forward Purchase Contracts being
settled and (ii) provide a prospectus in connection therewith, in each case that
may be used in connection with such Early Settlement.

     

    
      	
              Section
      10.2  

            	
              Maintenance of Office
      or Agency.

            


    

     

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

     

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

     

    
      	
              Section
      10.3  

            	
              Company to Reserve
      Common Stock.

            


    

     

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

     

    
      	
              Section
      10.4  

            	
              Covenants as to Common
      Stock.

            


    

     

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

     

    
      	
              Section
      10.5  

            	
              Statements of Officer
      of the Company as to
Default.

            


    

     

    The
Company will deliver to the Agent, within 120 days after the end of each fiscal
year of the Company ending after the date hereof, an Officer’s Certificate,
stating whether or not to the best knowledge of the signer thereof the Company
is in default in the performance and observance of any of the terms, provisions
and conditions hereof, and if the Company shall be in default, specifying all
such defaults and the nature and status thereof of which such officer may have
knowledge.

     

    
      	
              Section
      10.6  

            	
              ERISA.

            


    

     

    Each
Holder from time to time of the Equity Units or Stripped Equity Units which is a
Plan hereby represents that its acquisition of the Equity Units or Stripped
Equity Units and the holding of the same satisfies the applicable fiduciary
requirements of ERISA and that it is entitled to exemption relief from the
prohibited transaction provisions of ERISA and the Code in accordance with one
or more prohibited transaction exemptions or otherwise will not result in a
nonexempt prohibited transaction.

     

    [SIGNATURE
PAGES FOLLOW]

     

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

     

    AMERICAN
ELECTRIC POWER COMPANY, INC.

     

    By:____________________________________

    Name:

    
      	
               
      

            	
              Title:

            


    

     

    


     

    [
]

     

    as
Forward Purchase Contract Agent

     

    By:____________________________________

    Name:

    
      	
               
      

            	
              Title:

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    EXHIBIT
A

     

    FORM
OF EQUITY UNITS CERTIFICATE

     

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

     

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

     

    (Form of
Face of Equity Units Certificate)

     

    No.
______________                                                                                                                                                                 CUSIP No.
____________

     

    Number of
Equity Units____________

     

    This
Equity Units Certificate certifies that [For inclusion in Global Certificates
only -- Cede & Co.] is the registered Holder of the number of Equity Units
set forth above [For inclusion in Global Certificates only - or such other
number of Equity Units reflected in the Schedule of Increases or Decreases in
Global Certificates attached hereto]. Each Equity Unit represents (i) either (a)
beneficial ownership by the Holder of one [ ]% Senior Note Due [ ], 2007 (the
“Note”) of American Electric Power Company, Inc., a New York corporation (the
“Company”) having a principal amount of $50, subject to the Pledge of such Note
by such Holder pursuant to the Pledge Agreement, or (b) if the Note has
been remarketed by the Remarketing Agent (or if the Holder has elected not to
have the Note remarketed by delivering the appropriate Treasury Consideration
specified by the Remarketing Agent), the appropriate Treasury Consideration,
subject to the Pledge of such Treasury Consideration by such Holder pursuant to
the Pledge Agreement, or (c) if a Tax Event Redemption has occurred, the
appropriate Applicable Ownership Interest in the Treasury Portfolio subject to
the Pledge of such Applicable Ownership Interest in the Treasury Portfolio
pursuant to the Pledge Agreement, and (ii) the rights and obligations of the
Holder under one Forward Purchase Contract with the Company. All capitalized
terms used herein which are defined in the Forward Purchase Contract Agreement
have the meaning set forth therein.

     

    Pursuant
to the Pledge Agreement, the Note or the appropriate Treasury Consideration or
Applicable Ownership Interest in the Treasury Portfolio, as the case may be,
constituting part of each Equity Units evidenced hereby has been pledged to the
Collateral Agent, for the benefit of the Company, to secure the obligations of
the Holder under the Forward Purchase Contract comprising a part of such Equity
Units.

     

    The
Pledge Agreement provides that all payments in respect of the Pledged Notes,
Pledged Treasury Consideration or Pledged Applicable Ownership Interest in the
Treasury Portfolio received by the Collateral Agent shall be paid by the
Collateral Agent by wire transfer in same day funds (i) in the case of (A)
quarterly cash distributions on Equity Units which include Pledged Notes,
Pledged Treasury Consideration or Pledged Applicable Ownership Interest in the
Treasury Portfolio and (B) any payments in respect of the Notes, Treasury
Consideration or Applicable Ownership Interest in the Treasury Portfolio, as the
case may be, that have been released from the Pledge pursuant to the Pledge
Agreement, to the Agent to the account designated by the Agent, no later than
10:00 a.m., New York City time, on the Business Day such payment is received by
the Collateral Agent (provided that in the event such payment is received by the
Collateral Agent on a day that is not a Business Day or after 9:00 a.m., New
York City time, on a Business Day, then such payment shall be made no later than
9:30 a.m., New York City time, on the next succeeding Business Day) and (ii) in
the case of payments in respect of any Pledged Notes, Pledged Treasury
Consideration or Pledged Applicable Ownership Interest in the Treasury
Portfolio, as the case may be, to be paid upon settlement of such Holder’s
obligations to purchase Common Stock under the Forward Purchase Contract, to the
Company on the Stock Purchase Date (as defined herein) in accordance with the
terms of the Pledge Agreement, in full satisfaction of the respective
obligations of the Holders of the Equity Units of which such Pledged Notes,
Pledged Treasury Consideration or Pledged Applicable Ownership Interest in the
Treasury Portfolio, as the case may be, are a part under the Forward Purchase
Contracts forming a part of such Equity Units. Quarterly distributions on Equity
Units which include Pledged Notes, Pledged Treasury Consideration or Pledged
Applicable Ownership Interest in the Treasury Portfolio, as the case may be,
which are payable quarterly in arrears on [ ], [ ], [ ] and [ ] each year,
commencing [ ], 2002 (a “Payment Date”), shall, subject to receipt thereof by
the Agent from the Collateral Agent (if the Collateral Agent is the registered
owner thereof), be paid to the Person in whose name this Equity Units
Certificate (or a Predecessor Equity Units Certificate) is registered at the
close of business on the Record Date for such Payment Date.

     

    Each
Forward Purchase Contract evidenced hereby obligates the Holder of this Equity
Units Certificate to purchase, and the Company to sell, on [ ], 2005 (the “Stock
Purchase Date”), at a price equal to $50 (the “Stated Amount”), a number of
newly issued shares of common stock, $6.50 par value per share (“Common Stock”),
of the Company, equal to the Settlement Rate unless on or prior to the Stock
Purchase Date there shall have occurred a Termination Event or a Cash
Settlement, Early Settlement or Merger Early Settlement with respect to the
Equity Units of which such Forward Purchase Contract is a part, all as provided
in the Forward Purchase Contract Agreement and more fully described on the
reverse hereof. The Purchase Price (as defined herein) for the shares of Common
Stock purchased pursuant to each Forward Purchase Contract evidenced hereby, if
not paid earlier, shall be paid on the Stock Purchase Date by application of
payments received in respect of the Pledged Notes, Pledged Treasury
Consideration or Pledged Applicable Ownership Interest in the Treasury
Portfolio, as the case may be, pledged to secure the obligations of the Holder
under such Forward Purchase Contract.

     

    Payments on the Notes or the
appropriate Treasury Consideration or Applicable Ownership Interest in the
Treasury Portfolio, as the case may be, will be payable at the Office of the
Agent in The City of New York or, at the option of the Company, by check mailed
to the address of the Person entitled thereto as such address appears on the
Equity Units Register or by wire transfer to an account specified by such Person
at least five Business Days prior to the applicable Payment Date.

    


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

    


    Contract Adjustment Payments will be
payable at the Office of the Agent in The City of New York or, at the option of
the Company, by check mailed to the address of the Person entitled thereto as
such address appears on the Equity Units Register or by wire transfer to the
account designated to the Agent by a prior written notice by such Person
delivered at least five Business Days prior to the applicable Payment Date.
Reference is hereby made to the further provisions set forth on the reverse
hereof, which further provisions shall for all purposes have the same effect as
if set forth at this place.

    


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

     

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

     

    AMERICAN
ELECTRIC POWER COMPANY, INC.

     

    By:_____________________________________

    Name:

    
      	
               
      

            	
              Title:

            


    

     

    
      	
               
      

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

            


    

     

    
      	
               
      

            	
              By:[ ], not individually
      but solely as Attorney-in-Fact of such
Holder

            


    

     

    
      
        	
                 
      

              	
                By:__________________________________________

              
	 	 Authorized
      Signatory


      

    

     

    
      
      

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

    AGENT’S
CERTIFICATE OF AUTHENTICATION

     

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

     

    [
],

                                    as Forward Purchase
Contract Agent

     

    


     

    Dated:
_____________________                                                                                     By:           ___________________________________

                                                            Authorized
Signatory

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    (Form of
Reverse of Equity Units Certificate)

     

    Each
Forward Purchase Contract evidenced hereby is governed by a Forward Purchase
Contract Agreement, dated as of June [ ], 2002 (as may be supplemented from time
to time, the “Forward Purchase Contract Agreement”), between the Company and [
], as Forward Purchase Contract Agent (including its successors thereunder,
herein called the “Agent”), to which Forward Purchase Contract Agreement and
supple­mental agreements thereto reference is hereby made for a description
of the respective rights, limitations of rights, obligations, duties and
immunities thereunder of the Agent, the Company, and the Holders and of the
terms upon which the Equity Units Certificates are, and are to be, executed and
delivered.

     

    Each
Forward Purchase Contract evidenced hereby obligates the Holder of this Equity
Units Certificate to purchase, and the Company to sell, on the Stock Purchase
Date at a price equal to $50 (the “Purchase Price”), a number of shares of
Common Stock of the Company equal to the Settlement Rate, unless, on or prior to
the Stock Purchase Date, there shall have occurred a Termination Event or an
Early Settlement, Merger Early Settlement or Cash Settlement with respect to the
Units of which such Forward Purchase Contract is a part.  The
“Settlement Rate” is equal to (a) if the Applicable Market Value (as defined
below) is greater than or equal to $[ ] (the “Threshold Appreciation Price”), [
] shares of Common Stock per Forward Purchase Contract, (b) if the Applicable
Market Value is less than the Threshold Appreciation Price but is greater than
$[ ], the number of shares of Common Stock per Forward Purchase Contract equal
to the Stated Amount of the related Equity Units divided by the Applicable
Market Value and (c) if the Applicable Market Value is less than or equal to $[
], [ ] shares of Common Stock per Forward Purchase Contract, in each case
subject to adjustment as provided in the Forward Purchase Contract Agreement. No
fractional shares of Common Stock will be issued upon settlement of Forward
Purchase Contracts, as provided in the Forward Purchase Contract
Agreement.

     

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

     

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

     

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

     

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

     

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

     

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

     

    Under the
terms of the Pledge Agreement, the Agent will be entitled to exercise the voting
and any other consensual rights pertaining to the Pledged Notes, but only to the
extent instructed by the Holders as described below. Upon receipt of notice of
any meeting at which holders of Notes are entitled to vote or upon the
solicitation of consents, waivers or proxies of holders of Notes, the Agent
shall, as soon as practicable thereafter, mail to the Holders of Equity Units a
notice (a) containing such information as is contained in the notice or
solicitation, (b) stating that each such Holder on the record date set by the
Agent therefor (which, to the extent possible, shall be the same date as the
record date for determining the holders of Notes entitled to vote) shall be
entitled to instruct the Agent as to the exercise of the voting rights
pertaining to the Pledged Notes constituting a part of such Holder’s Equity
Units and (c) stating the manner in which such instructions may be given. Upon
the written request of the Holders of Equity Units on such record date, the
Agent shall endeavor insofar as practicable to vote or cause to be voted, in
accordance with the instructions set forth in such requests, the maximum number
of Pledged Notes as to which any particular voting instructions are received. In
the absence of specific instructions from the Holder of an Equity Unit, the
Agent shall abstain from voting the Pledged Note evidenced by such Equity
Units.

     

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

     

    A Holder
of Stripped Equity Units may reestablish Equity Units by delivering to the
Collateral Agent Notes or the appropriate Treasury Consideration or Applicable
Ownership Interest in the Treasury Portfolio, as the case may be, in exchange
for the release of the Pledged Treasury Securities in accordance with the terms
of the Forward Purchase Contract Agreement and the Pledge
Agreement.

     

    Subject to the next succeeding
paragraph, the Company shall pay on each Payment Date, the Contract Adjustment
Payments, if any, payable in respect of each Forward Purchase Contract to the
Person in whose name the Equity Units Certificate evidencing such Forward
Purchase Contract is registered at the close of business on the Record Date for
such Payment Date. Contract Adjustment Payments, if any, will be payable at the
office of the Agent in the City of New York or, at the option of the Company, by
check mailed to the address of the Person entitled thereto at such address as it
appears on the Equity Units Register or by wire transfer to the account
designated by such Person in writing at least five Business Days prior to the
applicable Payment Date.

    


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

    


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

    


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

    


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

    


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

     

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

     

    The
Holder of this Equity Units Certificate, by its acceptance hereof, authorizes
the Agent to enter into and perform the related Forward Purchase Contracts
forming part of the Equity Units evidenced hereby on its behalf as its
attorney-in-fact, expressly withholds any consent to the assumption (i.e.,
affirmance) of the Forward Purchase Contracts by the Company or its trustee in
the event that the Company becomes the subject of a case under the Bankruptcy
Code, agrees to be bound by the terms and provisions of the Forward Purchase
Contracts, covenants and agrees to perform such Holder’s obligations under such
Forward Purchase Contracts, consents to the provisions of the Forward Purchase
Contract Agreement, irrevocably authorizes the Agent to enter into and perform
the Pledge Agreement on such Holder’s behalf as attorney-in-fact, and consents
to and agrees to be bound by the Pledge of the Notes or the appropriate Treasury
Consideration or Applicable Ownership Interest in the Treasury Portfolio, as the
case may be, underlying this Equity Units Certificate pursuant to the Pledge
Agreement, provided, that upon a Termination Event, the rights of the Holder of
such Units under the Forward Purchase Contract may be enforced without regard to
any other rights or obligations. The Holder further covenants and agrees, that,
to the extent and in the manner provided in the Forward Purchase Contract
Agreement and the Pledge Agreement, but subject to the terms thereof, payments
in respect of the Pledged Notes, Pledged Treasury Consideration or Pledged
Applicable Ownership Interest in the Treasury Portfolio, as the case may be, to
be paid upon settlement of such Holder’s obligations to purchase Common Stock
under the Forward Purchase Contract, shall be paid on the Stock Purchase Date by
the Collateral Agent to the Company in satisfaction of such Holder’s obligations
under such Forward Purchase Contract and such Holder shall acquire no right,
title or interest in such payments.

     

    The
Company and each Holder of any Equity Units or Stripped Equity Units, and each
Beneficial Owner thereof, by its acceptance thereof or of its interest therein,
further agrees to treat (i) the purchase of Equity Units as the purchase of
a unit consisting of the Forward Purchase Contract and the Note and
(ii) itself as the owner of the related Notes, Treasury Consideration,
Applicable Ownership Interest in the Treasury Portfolio or Treasury Securities,
as the case may be.

     

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

     

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

     

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

     

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

     

    A copy of
the Forward Purchase Contract Agreement is available for inspection by any
Holder at the Corporate Trust Office.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    ABBREVIATIONS

     

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

     

    
      	
              TEN
      COM -

            	
              as
      tenants in common

            
	
              UNIF
      GIFT MIN ACT -

            	
              Custodian

            
	 
      	
              (cust)                              (minor)

            
	 
      	
              Under
      Uniform Gifts to Minors Act

            
	 
      	
              (State)

            
	
              TEN
      ENT -

            	
              as
      tenants by the entireties

            
	
              JT
      TEN -

            	
              as
      joint tenants with right of survivorship

              and
      not as tenants in common

            
	 
      	 
      


    

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

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    ASSIGNMENT

     

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

     

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

     

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

     

    the
within Equity Units Certificate and all rights thereunder, hereby irrevocably
constituting and appointing ___________________________ attorney to transfer
said Equity Units Certificate on the books of American Electric Power Company,
Inc. with full power of substitution in the premises.

     

    
      
        	
                Dated:
      _________________________

              


      

    

     

    Signature:
_____________________________

     

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

     

    Signature
Guarantee: ___________________________.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    SETTLEMENT
INSTRUCTIONS

     

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

     

    
      	
              Dated:
      ______________________

            	
              Signature:
      _________________________

            


    

     

    
      
        	
                 
      

              	
                Signature
      Guarantee: _______________

              
	 	 (if
      assigned to another person)


      

    

     

    
       

    

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

            	
              REGISTERED
      HOLDER

               

              Please
      print name and address of

              Registered
      Holder:

            
	 
      	 
      
	
              Name

               

            	
              Name

            
	
              Address

               

            	
              Address

            
	
              Social
      Security or other Taxpayer

              Identification
      Number, if any

            	 
      


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    ELECTION
TO SETTLE EARLY

     

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

     

    
      	
              Dated:
      ____________________

            	
              Signature:
      ___________________________

            


    

     

    
      	
               
      

            	
              Signature
      Guarantee: _________________

            


    

     

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

     

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

            	
              REGISTERED
      HOLDER

               

              Please
      print name and address of Registered Holder:

            
	 
      	 
      
	
              Name

            	
              Name

            
	 
      	 
      
	
              Address

            	
              Address

            
	 
      	 
      
	
              Social
      Security or other Taxpayer Identification Number, if any

            	 
      
	 
      	 
      


    

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

     

    (TO
BE ATTACHED TO GLOBAL CERTIFICATES)

     

    SCHEDULE
OF INCREASES OR DECREASES IN GLOBAL CERTIFICATE

     

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

     

    
      	
              Date

            	
              Amount
      of Decrease in Stated Amount of the Global Certificate

            	
              Amount
      of Increase in Stated Amount of the Global Certificate

            	
              Stated
      Amount of the Global Certificate Following Such Decrease or
      Increase

            	
              Signature
      of Authorized Signatory

            
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    EXHIBIT
B

     

    FORM
OF STRIPPED EQUITY UNITS CERTIFICATE

     

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

     

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

     

    (Form of
Face of Stripped Equity Units Certificate)

     

    No.                                                                                                                                                            CUSIP No.
____________

     

    Number of
Stripped Equity Units

     

    This
Stripped Equity Units Certificate certifies that [For inclusion in Global
Certificates only -- Cede & Co.] is the registered Holder of the number of
Stripped Equity Units set forth above [For inclusion in Global Certificates only
- or such other number of Stripped Equity Units reflected in the Schedule of
Increases or Decreases in Global Certificate attached hereto]. Each Stripped
Equity Units represents (i) a 1/20 undivided beneficial ownership interest in a
Treasury Security, subject to the Pledge of such interest in such Treasury
Security by such Holder pursuant to the Pledge Agreement, and (ii) the rights
and obligations of the Holder under one Forward Purchase Contract with American
Electric Power Company, Inc., a New York corporation (the “Company”). All
capitalized terms used herein which are defined in the Forward Purchase Contract
Agreement have the meaning set forth therein.

     

    Pursuant
to the Pledge Agreement, the Treasury Security constituting part of each
Stripped Equity Units evidenced hereby has been pledged to the Collateral Agent,
for the benefit of the Company, to secure the obligations of the Holder under
the Forward Purchase Contract comprising a part of such Stripped Equity
Units.

     

    Each
Forward Purchase Contract evidenced hereby obligates the Holder of this Stripped
Equity Units Certificate to purchase, and the Company to sell, on the Stock
Purchase Date, at a price equal to $50 (the “Stated Amount”), a number of shares
of common stock, $6.50 par value per share (“Common Stock”), of the Company,
equal to the Settlement Rate, unless on or prior to the Stock Purchase Date
there shall have occurred a Termination Event or an Early Settlement, Merger
Early Settlement or Cash Settlement with respect to the Stripped Equity Units of
which such Forward Purchase Contract is a part, all as provided in the Forward
Purchase Contract Agreement and more fully described on the reverse hereof. The
Purchase Price (as defined herein) for the shares of Common Stock purchased
pursuant to each Forward Purchase Contract evidenced hereby, if not paid
earlier, shall be paid on the Stock Purchase Date by application of payments
received in respect of the Pledged Treasury Securities pledged to secure the
obligations under such Forward Purchase Contract in accordance with the terms of
the Pledge Agreement.

     

    The Company shall pay on each Payment
Date in respect of each Forward Purchase Contract forming part of a Stripped
Equity Units evidenced hereby an amount (the “Contract Adjustment Payments”)
equal to [ ]% per year of the Stated Amount, computed on the basis of a 360-day
year of 12 30-day months, subject to deferral at the option of the Company as
provided in the Forward Purchase Contract Agreement and more fully described on
the reverse hereof (provided that if any date on which Contract Adjustment
Payments are to be made on the Forward Purchase Contracts is not a Business Day,
then payment of the Contract Adjustment Payments payable on that date will be
made on the next succeeding day which is a Business Day, and no interest or
payment will be paid in respect of the delay, except that if such next
succeeding Business Day is in the next succeeding calendar year, such payment
will be made on the immediately preceding Business Day). Such Contract
Adjustment Payments shall be payable to the Person in whose name this Stripped
Equity Units Certificate (or a Predecessor Stripped Equity Units Certificate) is
registered at the close of business on the Record Date for such Payment
Date.

    


    Contract Adjustment Payments, if any,
will be payable at the Office of the Agent in the City of New York or, at the
option of the Company, by check mailed to the address of the Person entitled
thereto at such address as it appears on the Stripped Equity Units Register or
by wire transfer to the account designated by such Person in writing at least
five Business Days prior to the applicable Payment Date.

    


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

     

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

     

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

     

    AMERICAN
ELECTRIC POWER COMPANY, INC.

     

    By:
____________________________________

    Name:

    
      	
               
      

            	
              Title:

            


    

     

    
      	
               
      

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

            


    

     

    
      	
               
      

            	
              By:[ ], not individually
      but solely as Attorney-in-Fact of such
Holder

            


    

     

    
      	
               
      

            	
              By:
      ____________________________________

            


    

    
      	
               
      

            	
              Authorized
      Signatory

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    AGENT’S
CERTIFICATE OF AUTHENTICATION

     

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

     

    [
],

                                    as Forward Purchase
Contract Agent

     

    


     

    Dated:________________________                                                                                     By:_____________________________________

                                                            Authorized
Signatory

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    (Reverse
of Stripped Equity Units Certificate)

     

    Each
Forward Purchase Contract evidenced hereby is governed by a Forward Purchase
Contract Agreement, dated as of June [ ], 2002 (as may be supplemented from time
to time, the “Forward Purchase Contract Agreement”), between the Company and [
], as Forward Purchase Contract Agent (including its successors thereunder,
herein called the “Agent”), to which Forward Purchase Contract Agreement and
supplemental agreements thereto reference is hereby made for a description of
the respective rights, limitations of rights, obligations, duties and immunities
thereunder of the Agent, the Company and the Holders and of the terms upon which
the Stripped Equity Units Certificates are, and are to be, executed and
delivered.

     

    Each
Forward Purchase Contract evidenced hereby obligates the Holder of this Stripped
Equity Units Certificate to purchase, and the Company to sell, on the Stock
Purchase Date at a price equal to $50 (the “Purchase Price”), a number of shares
of Common Stock of the Company equal to the Settlement Rate, unless, on or prior
to the Stock Purchase Date, there shall have occurred a Termination Event or an
Early Settlement or Merger Early Settlement with respect to the Stripped Equity
Units of which such Forward Purchase Contract is a part. The “Settlement Rate”
is equal to (a) if the Applicable Market Value (as defined below) is greater
than or equal to $[ ] (the “Threshold Appreciation Price”), [ ] shares of Common
Stock per Forward Purchase Contract, (b) if the Applicable Market Value is
less than the Threshold Appreciation Price but is greater than $[ ], the number of shares of Common Stock per Forward Purchase Contract equal
to the Stated Amount of the related Stripped Equity Units divided by the
Applicable Market Value and (c) if the Applicable Market Value is less than or
equal $[ ], [ ] shares of Common Stock per Forward Purchase Contract, in each
case subject to adjustment as provided in the Forward Purchase Contract
Agreement. No fractional shares of Common Stock will be issued upon settlement
of Forward Purchase Contracts, as provided in the Forward Purchase Contract
Agreement.

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    Subject to the next succeeding
paragraph, the Company shall pay on each Payment Date, the Contract Adjustment
Payments, if any, payable in respect of each Forward Purchase Contract to the
Person in whose name the Stripped Equity Units Certificate evidencing such
Forward Purchase Contract is registered at the close of business on the Record
Date for such Payment Date. Contract Adjustment Payments, if any, will be
payable at the Office of the Agent in the City of New York or, at the option of
the Company, by check mailed to the address of the Person entitled thereto at
such address as it appears on the Stripped Equity Units Register or by wire
transfer to the account designated by such Person in writing at least five
Business Days prior to the applicable Payment Date.

    


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

    


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

    


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

    


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

     

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

     

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

     

    The
Holder of this Stripped Equity Units Certificate, by its acceptance hereof,
authorizes the Agent to enter into and perform the related Forward Purchase
Contracts forming part of the Stripped Equity Units evidenced hereby on its
behalf as its attorney-in-fact, expressly withholds any consent to the
assumption (i.e., affirmance) of the Forward Purchase Contracts by the Company
or its trustee in the event that the Company becomes the subject of a case under
the Bankruptcy Code, agrees to be bound by the terms and provisions of the
Forward Purchase Contracts, covenants and agrees to perform such Holder’s
obligations under such Forward Purchase Contracts, consents to the provisions of
the Forward Purchase Contract Agreement, irrevocably authorizes the Agent to
enter into and perform the Pledge Agreement on such Holder’s behalf as
attorney-in-fact, and consents to and agrees to be bound by the Pledge of the
Treasury Securities underlying this Stripped Equity Units Certificate pursuant
to the Pledge Agreement, provided, that upon a Termination Event, the rights of
the Holder of such Units under the Forward Purchase Contract may be enforced
without regard to any other rights or obligations. The Holder further covenants
and agrees, that, to the extent and in the manner provided in the Forward
Purchase Contract Agreement and the Pledge Agreement, but subject to the terms
thereof, payments in respect of the Pledged Treasury Securities, to be paid upon
settlement of such Holder’s obligations to purchase Common Stock under the
Forward Purchase Contract, shall be paid on the Stock Purchase Date by the
Collateral Agent to the Company in satisfaction of such Holder’s obligations
under such Forward Purchase Contract and such Holder shall acquire no right,
title or interest in such payments.

     

    The
Company and each Holder of any Equity Units or Stripped Equity Units, and each
Beneficial Owner thereof, by its acceptance thereof or of its interest therein,
further agrees to treat (i) the purchase of Equity Units as the purchase of
a unit consisting of the Purchase Contract and the Note and (ii) itself as
the owner of the related Notes, Treasury Consideration or Treasury Securities,
as the case may be.

     

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

     

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

     

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

     

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

     

    A copy of
the Forward Purchase Contract Agreement is available for inspection by any
Holder at the Corporate Trust Office.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    ABBREVIATIONS

     

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

     

    
      	
              TEN
      COM -

            	
              as
      tenants in common

            
	
              UNIF
      GIFT MIN ACT -

            	
              Custodian

            
	 
      	
              (cust)                      (minor)

            
	 
      	
              Under
      Uniform Gifts to Minors Act

            
	 
      	
              (State)

            
	
              TEN
      ENT -

            	
              as
      tenants by the entireties

            
	
              JT
      TEN -

            	
              as
      joint tenants with right of survivorship and

              not
      as tenants in common

            
	 
      	 
      


    

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

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    ASSIGNMENT

     

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

     

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

     

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

     

    the
within Stripped Equity Units Certificate and all rights thereunder, hereby
irrevocably constituting and appointing ____________________________ attorney to
transfer said Stripped Equity Units Certificate on the books of American
Electric Power Company, Inc. with full power of substitution in the
premises.

     

    
      	
              Dated:
      ______________________

            	
              Signature:
      ___________________________

            


    

     

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

     

    
      	
               
      

            	
              Signature
      Guarantee:
    ___________________________________________________

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    SETTLEMENT
INSTRUCTIONS

     

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

     

    
      	
              Dated:
      ___________________

            	
              Signature:
      _________________________________

            


    

     

    
      
        	
                 
      

              	
                Signature
      Guarantee: ________________________

              
	 	 (if
      assigned to another person)


      

    

     

    
      
      

    

     

    
      	
              If
      shares are to be registered in the

            	
              REGISTERED
      HOLDER

            
	
              name
      of and delivered to a Person other

            	 
      
	
              than
      the Holder, please (i) print such

            	
              Please
      print name and address of

            
	
              Person’s
      name and address and (ii)

            	
              Registered
      Holder:

            
	
              provide
      a guarantee of your signature:

               

            	 
      
	
              Name

               

               

            	
              Name

            
	
              Address

               

               

            	
              Address

            
	
              Social
      Security or other Taxpayer

            	 
      
	
              Identification
      Number, if any

            	 
      


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    ELECTION
TO SETTLE EARLY

     

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

     

    
      	
              Dated:
      ____________________

            	
              Signature:
      ___________________________________

            


    

     

    
      	
               
      

            	
              Signature
      Guarantee:
_________________________

            


    

     

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

     

    
      	
              If
      shares of Common Stock are to be registered in the name of and delivered
      to and Pledged Treasury Securities are to be transferred to a Person other
      than the Holder, please print such Person’s name and
    address:

            	
              REGISTERED
      HOLDER

               

              Please
      print name and address of Registered Holder:

            
	 
      	 
      
	
              Name

            	
              Name

            
	 
      	 
      
	
              Address

            	
              Address

            
	 
      	 
      
	
              Social
      Security or other Taxpayer

            	 
      
	
              Identification
      Number, if any

            	 
      
	 
      	 
      


    

    Transfer
instructions for Pledged Treasury Securities transferable upon Early Settlement
or a Termination Event:

     

    (TO
BE ATTACHED TO GLOBAL CERTIFICATES)

     

    SCHEDULE
OF INCREASES OR DECREASES IN GLOBAL CERTIFICATE

     

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

     

    
      	
              Date

            	
              Amount
      of Decrease in Stated Amount of the Global Certificate

            	
              Amount
      of Increase in Stated Amount of the Global Certificate

            	
              Stated
      Amount of the Global Certificate Following Such Decrease or
      Increase

            	
              Signature
      of Authorized Signatory

            
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    EXHIBIT
C

     

    INSTRUCTION
FROM FORWARD PURCHASE CONTRACT AGENT

    TO
COLLATERAL AGENT

     

    [
]

    [Address]

    Attention:  Corporate
Trust Department

     

    Re:           Equity Units of American
Electric Power Company, Inc. (the “Company”)

     

    We hereby
notify you in accordance with Section [4.1] [4.2] of the Pledge Agreement, dated
as of June [ ], 2002, (the “Pledge Agreement”) among the Company, you, as
Collateral Agent, Custodial Agent and Securities Intermediary and us, as Forward
Purchase Contract Agent and as attorney-in-fact for the holders of [Equity
Units] [Stripped Equity Units] from time to time, that the Holder of Equity
Units and Stripped Equity Units listed below (the “Holder”) has elected to
substitute [$_____ aggregate principal amount of Treasury Securities (CUSIP No.
_____________)] [$_______ aggregate principal amount of Notes or $_____
aggregate principal amount of Treasury Consideration (CUSIP No. _____) or the
Applicable Ownership Interest in the Treasury Portfolio, as the case may be,] in
exchange for the related [Pledged Notes, Pledged Treasury Consideration or the
appropriate Pledged Applicable Ownership Interest in the Treasury Portfolio, as
the case may be,] [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 [Treasury Securities] [Notes, the Treasury Consideration or the
appropriate Applicable Ownership Interest in the Treasury Portfolio, as the case
may be,] to you, as Collateral Agent. We hereby instruct you, upon receipt of
such [Pledged Treasury Securities] [Pledged Notes, Pledged Treasury
Consideration or the appropriate Pledged Applicable Ownership Interest in the
Treasury Portfolio, as the case may be,], and upon the payment by such Holder of
any applicable fees, to release the [Notes, the Treasury Consideration or the
appropriate Applicable Ownership Interest in the Treasury Portfolio, as the case
may be,] [Treasury Securities] related to such [Equity Units] [Stripped Equity
Units] to us in accordance with the Holder’s instructions. Capitalized terms
used herein but not defined shall have the meaning set forth in the Pledge
Agreement.

     

    
      
        	
                Date:  _____________________

              


      

    

     

                                [ ],

                                as Forward Purchase
Contract Agent

                                

                                By:
_________________________________

    Name:

    Title:

     

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

     

    Name:

     

    Social
Security or other Taxpayer

    Identification
Number, if any:

     

    Address:

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    EXHIBIT
D

     

    INSTRUCTION
TO FORWARD PURCHASE CONTRACT AGENT

     

    [
],

    as
Forward Purchase Contract Agent

    [Address]

    Attention:
Corporate Trust Department

    Telecopy:
[ ]

     

    Re:  Equity Units of American
Electric Power Company, Inc. (the “Company”)

     

    The
undersigned Holder hereby notifies you that it has delivered to [ ], as
Collateral Agent, Custodial Agent and Securities Intermediary [$_______
aggregate principal amount of Treasury Securities (CUSIP No. ______________)]
[$_______ aggregate principal amount of Notes or $_____ principal amount of
Treasury Consideration (CUSIP
No.         ) or the appropriate
Applicable Ownership Interest in the Treasury Portfolio, as the case may be] in
exchange for the related [Pledged Notes, Pledged Treasury Consideration or the
appropriate Pledged Applicable Ownership Interest in the Treasury Portfolio, as
the case may be] [Pledged Treasury Securities] held by the Collateral Agent, in
accordance with Section [4.1] [4.2] of the Pledge Agreement, dated June [ ],
2002 (the “Pledge Agreement”), among you, the Company and the Collateral Agent.
The undersigned Holder has paid the Collateral Agent all applicable fees
relating to such exchange. The undersigned Holder hereby instructs you to
instruct the Collateral Agent to release to you on behalf of the undersigned
Holder the [Pledged Notes, Pledged Treasury Consideration or the appropriate
Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may
be] [Pledged Treasury Securities] related to such [Equity Units] [Stripped
Equity Units]. Capitalized terms used herein but not defined shall have the
meaning set forth in the Pledge Agreement.

     

    
      	
              Date:  ___________________

            	
              Signature:___________________________________

            


    

     

    


     

    
      	
               
      

            	
              Signature
      Guarantee:_______________________

            


    

     

    Please
print name and address of Registered Holder:

     

    Name:

     

    Social
Security or other Taxpayer Identification Number, if any:

     

    Address:

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    EXHIBIT
E

     

    NOTICE
TO SETTLE BY SEPARATE CASH

     

    [
],

    as
Forward Purchase Contract Agent

    [Address]

    Attention:
Corporate Trust Department

    Telecopy:
[ ]

    


     

    Re:   Equity Units of American
Electric Power Company, Inc. (the “Company”)

     

    The
undersigned Holder hereby irrevocably notifies you in accordance with Section
5.4 of the Forward Purchase Contract Agreement dated as of June [ ], 2002 among
the Company and yourselves, as Forward Purchase Contract Agent and as
Attorney-in-Fact for the Holders of the Forward Purchase Contracts, that such
Holder has elected to pay to the Collateral Agent, on or prior to 11:00 a.m. New
York City time, on the Business Day immediately preceding the Stock Purchase
Date, (in lawful money of the United States by [certified or cashiers check or]
wire transfer, in each case in immediately available funds), $_________ as the
Purchase Price for the shares of Common Stock issuable to such Holder by the
Company under the related Forward Purchase Contract on the Stock Purchase Date.
The undersigned Holder hereby instructs you to notify promptly the Collateral
Agent of the undersigned Holder’s election to make such cash settlement with
respect to the Forward Purchase Contracts related to such Holder’s Equity
Units.

     

    
      
        	
                Dated:_____________

              	
                __________________________________________

              
	 	 Signature


      

    

     

    
      
      

    

     

    
      	
               
      

            	
              Signature
      Guarantee:_______________

            


    

     

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

     

    Please
print name and address of Registered Holder:

     

    Social
Security or other Taxpayer Identification Number, if any: