{"id":42719,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/purchase-contract-agreement-raytheon-co-and-bank-of-new-york.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"purchase-contract-agreement-raytheon-co-and-bank-of-new-york","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/operations\/purchase-contract-agreement-raytheon-co-and-bank-of-new-york.html","title":{"rendered":"Purchase Contract Agreement &#8211; Raytheon Co. and Bank of New York"},"content":{"rendered":"<pre>                           PURCHASE CONTRACT AGREEMENT\n\n\n\n                                     BETWEEN\n\n                                RAYTHEON COMPANY\n\n                                       AND\n\n\n                              THE BANK OF NEW YORK,\n                           AS PURCHASE CONTRACT AGENT\n\n\n\n\n\n\n                             DATED AS OF MAY 9, 2001\n\n\n\n\n\n\n\n                                TABLE OF CONTENTS\n\n                                                                            Page\n\n\nARTICLE I.  DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION\n\n      Section 1.1.    Definitions.............................................1\n      Section 1.2.    Compliance Certificates and Opinions...................11\n      Section 1.3.    Form of Documents Delivered to Purchase Contract\n                        Agent................................................12\n      Section 1.4.    Acts of Holders; Record Dates..........................13\n      Section 1.5.    Notices................................................14\n      Section 1.6.    Notice to Holders; Waiver..............................15\n      Section 1.7.    Effect of Headings and Table of Contents...............15\n      Section 1.8.    Successors and Assigns.................................15\n      Section 1.9.    Separability Clause....................................15\n      Section 1.10.   Benefits of Agreement..................................16\n      Section 1.11.   Governing Law..........................................16\n      Section 1.12.   Legal Holidays.........................................16\n      Section 1.13.   Counterparts...........................................16\n      Section 1.14.   Inspection of Agreement................................16\n\nARTICLE II.  CERTIFICATE FORMS\n\n      Section 2.1.   .Forms of Certificates Generally........................16\n      Section 2.2.   .Form of Purchase Contract Agent's Certificate of\n                        Authentication.......................................17\n\nARTICLE III.  THE UNITS\n\n      Section 3.1.    Title and Terms; Denominations.........................18\n      Section 3.2.    Rights and Obligations Evidenced by the\n                        Certificates.........................................18\n      Section 3.3.    Execution, Authentication, Delivery and Dating.........19\n      Section 3.4.    Temporary Certificates.................................19\n      Section 3.5.    Registration; Registration of Transfer and Exchange....20\n      Section 3.6.    Book-Entry Interests...................................21\n      Section 3.7.    Notices to Holders.....................................22\n      Section 3.8.    Appointment of Successor Clearing Agency...............22\n      Section 3.9.    Definitive Certificates................................22\n      Section 3.10.   Mutilated, Destroyed, Lost and Stolen Certificates.....22\n      Section 3.11.   Persons Deemed Owners..................................23\n      Section 3.12.   Cancellation...........................................24\n      Section 3.13.   Establishment of Stripped Units........................24\n      Section 3.14.   Reestablishment of Normal Units........................26\n      Section 3.15.   Transfer of Collateral upon Occurrence of\n                        Termination Event....................................27\n      Section 3.16.   No Consent to Assumption...............................27\n\n\n\n\n                                       i\n\n\n\n\n                                                                            Page\n\n\nARTICLE IV.  THE TRUST PREFERRED SECURITIES\n\n      Section 4.1.    Payment of Distribution; Rights to Distributions\n                        Preserved; Notice....................................28\n      Section 4.2.    Notice and Voting......................................28\n      Section 4.3.    Distribution of Notes..................................29\n\nARTICLE V.  THE PURCHASE CONTRACTS; THE REMARKETING\n\n      Section 5.1.    Purchase of Shares of Common Stock.....................30\n      Section 5.2.    Payment of Purchase Price; Remarketing.................32\n      Section 5.3.    Issuance of Shares of Common Stock.....................35\n      Section 5.4.    Adjustment of Settlement Rate..........................36\n      Section 5.5.    Notice of Adjustments and Certain Other Events.........41\n      Section 5.6.    Termination Event; Notice..............................42\n      Section 5.7.    Early Settlement.......................................42\n      Section 5.8.    Early Settlement Upon Merger...........................44\n      Section 5.9.    Charges and Taxes......................................45\n      Section 5.10.   No Fractional Shares...................................46\n      Section 5.11.   Contract Adjustment Payments...........................46\n\nARTICLE VI.  REMEDIES\n\n      Section 6.1.    Unconditional Right of Holders to Receive Contract\n                        Adjustment Payments and to Purchase Common Stock.....47\n      Section 6.2.    Restoration of Rights and Remedies.....................47\n      Section 6.3.    Rights and Remedies Cumulative.........................48\n      Section 6.4.    Delay or Omission Not Waiver...........................48\n      Section 6.5.    Undertaking for Costs..................................48\n      Section 6.6.    Waiver of Stay or Extension Laws.......................48\n\nARTICLE VII.  THE PURCHASE CONTRACT AGENT\n\n      Section 7.1.    Certain Duties and Responsibilities....................49\n      Section 7.2.    Notice of Default......................................49\n      Section 7.3.    Certain Rights of Purchase Contract Agent..............50\n      Section 7.4.    Not Responsible for Recitals or Issuance of Units......51\n      Section 7.5.    May Hold Units.........................................51\n      Section 7.6.    Money Held in Custody..................................51\n      Section 7.7.    Compensation and Reimbursement.........................51\n      Section 7.8.    Corporate Agent Required; Eligibility..................52\n      Section 7.9.    Resignation and Removal; Appointment of Successor......52\n      Section 7.10.   Acceptance of Appointment by Successor.................54\n      Section 7.11.   Merger, Conversion, Consolidation or Succession\n                        to Business..........................................54\n      Section 7.12.   Preservation of Information; Communications to\n                        Holders..............................................55\n      Section 7.13.   No Obligations of Purchase Contract Agent..............55\n\n\n\n\n                                       ii\n\n\n\n\n\n                                                                            Page\n\n\n     Section 7.14.   Tax Compliance.........................................55\n\nARTICLE VIII.  SUPPLEMENTAL AGREEMENTS\n\n      Section 8.1.    Supplemental Agreements Without Consent of Holders.....56\n      Section 8.2.    Supplemental Agreements with Consent of Holders........56\n      Section 8.3.    Execution of Supplemental Agreements...................57\n      Section 8.4.    Effect of Supplemental Agreements......................58\n      Section 8.5.    Reference to Supplemental Agreements...................58\n\nARTICLE IX.  CONSOLIDATION, MERGER, SALE OR CONVEYANCE\n\n      Section 9.1.    Covenant Not to Merge, Consolidate, Sell or Convey\n                        Property Except Under Certain Conditions.............58\n      Section 9.2.    Rights and Duties of Successor Corporation.............58\n      Section 9.3.    Opinion of Counsel Given to Purchase Contract Agent....59\n\nARTICLE X.  COVENANTS\n\n      Section 10.1.   Performance Under Purchase Contracts...................59\n      Section 10.2.   Maintenance of Office or Agency........................59\n      Section 10.3.   Company to Reserve Common Stock........................60\n      Section 10.4.   Covenants as to Common Stock...........................60\n      Section 10.5.   Statements of Officer of the Company as to Default.....60\n\n\nEXHIBITS\n\nEXHIBIT A...      Form of Normal Units Certificate\nEXHIBIT B...      Form of Stripped Units Certificate\nEXHIBIT C...      Instruction from Purchase Contract Agent to Collateral Agent\nEXHIBIT D...      Instruction to Purchase Contract Agent\nEXHIBIT E...      Form of Remarketing Agreement\n\n\n\n\n\n\n         PURCHASE CONTRACT AGREEMENT, dated as of May 9, 2001, between Raytheon\nCompany, a Delaware corporation (the \"Company\"), and The Bank of New York, a New\nYork banking corporation, acting as purchase contract agent for the Holders of\nUnits from time to time (the \"Purchase Contract Agent\").\n\n                                    RECITALS\n\n         The Company has duly authorized the execution and delivery of this\nAgreement and the Certificates evidencing the Units.\n\n         All things necessary to make the Purchase Contracts, when the\nCertificates are executed by the Company and authenticated, executed on behalf\nof the Holders and delivered by the Purchase Contract Agent, as provided in this\nAgreement, the valid obligations of the Company, and to constitute this\nAgreement a valid agreement of the Company, in accordance with its terms, have\nbeen done.\n\n                                   WITNESSETH:\n\n         For and in consideration of the premises and the purchase of the Units\nby the Holders thereof, it is mutually agreed as follows:\n\n       ARTICLE I. DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION\n\n         Section 1.1. Definitions. For all purposes of this Agreement, except as\notherwise expressly provided or unless the context otherwise requires:\n\n         (a) the terms defined in this Article have the meanings assigned to\n     them in this Article and include the plural as well as the singular;\n     and nouns and pronouns of the masculine gender include the feminine and\n     neuter genders;\n\n         (b) all accounting terms not otherwise defined herein have the meanings\n     assigned to them in accordance with generally accepted accounting\n     principles in the United States;\n\n         (c) the words \"herein,\" \"hereof\" and \"hereunder\" and other words of\n     similar import refer to this Agreement as a whole and not to any particular\n     Article, Section or other subdivision; and\n\n         (d) the following terms have the meanings given to them in this\n     Section 1.1(e).\n\n         \"Act\" when used with respect to any Holder, has the meaning specified\nin Section 1.4.\n\n\n\n\n\n         \"Affiliate\" has the same meaning as given to that term in Rule 405\nunder the Securities Act or any successor rule thereunder.\n\n         \"Agent-purchased Treasury Consideration\" has the meaning specified in\nSection 5.2(b)(i).\n\n         \"Agreement\" means this instrument as originally executed or as it may\nfrom time to time be supplemented or amended by one or more agreements\nsupplemental hereto entered into pursuant to the applicable provisions hereof.\n\n         \"Applicable Market Value\" has the meaning specified in Section 5.1.\n\n         \"Applicable Ownership Interest\" has the meaning set forth in the\nDeclaration.\n\n         \"Applicable Principal Amount\" has the meaning set forth in the\nDeclaration.\n\n         \"Bankruptcy Code\" means Title 11 of the United States Code, or any\nother law of the United States that from time to time provides a uniform system\nof bankruptcy laws.\n\n         \"Beneficial Owner\" means, with respect to a Book-Entry Interest, a\nPerson who is the beneficial owner of such Book-Entry Interest as reflected on\nthe books of the Clearing Agency or on the books of a Person maintaining an\naccount with such Clearing Agency (directly as a Clearing Agency Participant or\nas an indirect participant, in each case in accordance with the rules of such\nClearing Agency).\n\n         \"Board of Directors\" means either the Board of Directors of the Company\nor the Executive Committee of such Board or any other committee of such Board\nduly authorized to act generally or in any particular respect for the Board\nhereunder.\n\n         \"Board Resolution\" means (i) a copy of a resolution certified by the\nSecretary or the Assistant Secretary of the Company to have been duly adopted by\nthe Board of Directors and to be in full force and effect on the date of such\ncertification, (ii) a copy of a unanimous written consent of the Board of\nDirectors or (iii) a certificate signed by the authorized officer or officers to\nwhom the Board of Directors has delegated its authority, and in each case,\ndelivered to the Purchase Contract Agent.\n\n         \"Book-Entry Interest\" means a beneficial interest in a Global\nCertificate, ownership and transfers of which shall be maintained and made\nthrough book entries by a Clearing Agency as described in Section 3.6.\n\n         \"Business Day\" means any day other than a Saturday, Sunday or any other\nday on which banking institutions in the Commonwealth of Massachusetts are\nauthorized or obligated by law, regulation or executive order to be closed.\n\n         \"Cash Merger\" has the meaning set forth in Section 5.8.\n\n         \"Certificate\" means a Normal Units Certificate or a Stripped Units\nCertificate.\n\n\n\n                                       2\n\n\n\n\n\n         \"Clearing Agency\" means an organization registered as a \"Clearing\nAgency\" pursuant to Section 17A of the Exchange Act that is acting as a\ndepositary for the Units and in whose name, or in the name of a nominee of that\norganization, shall be registered a Global Certificate and which shall undertake\nto effect book-entry transfers and pledges of the units.\n\n         \"Clearing Agency Participant\" means a broker, dealer, bank, other\nfinancial institution or other Person for whom from time to time the Clearing\nAgency effects book-entry transfers and pledges of securities deposited with the\nClearing Agency.\n\n         \"Closing Price\" has the meaning specified in Section 5.1.\n\n         \"Collateral\" has the meaning specified in Section 2.1 of the Pledge\nAgreement.\n\n         \"Collateral Agent\" means Bank One Trust Company, N.A., as Collateral\nAgent under the Pledge Agreement until a successor Collateral Agent shall have\nbecome such pursuant to the applicable provisions of the Pledge Agreement, and\nthereafter \"Collateral Agent\" shall mean the Person who is then the Collateral\nAgent thereunder.\n\n         \"Collateral Substitution\" has the meaning specified in Section 3.13.\n\n         \"Commission\" means the Securities and Exchange Commission.\n\n         \"Common Securities\" has the meaning specified in Section 7.1(a) of the\nDeclaration.\n\n         \"Common Stock\" means the class B common stock, par value $0.01 per\nshare, of the Company as such class may be reclassified, with the class A common\nstock, par value $0.01 per share, of the Company into one new class of common\nstock of the Company as set forth in the Prospectus under \"Description of Our\nClass A and Class B Common Stock -- Reverse\/Forward Stock Split\" and\n\"--Reclassification of our Existing Two Classes of Common Stock into a Single\nNew Class of Common Stock.\"\n\n         \"Company\" means the Person named as the \"Company\" in the first\nparagraph of this instrument until a successor shall have become such pursuant\nto the applicable provision of this Agreement, and thereafter \"Company\" shall\nmean such successor.\n\n         \"Constituent Person\" has the meaning specified in Section 5.4(b).\n\n         \"Contract Adjustment Payments\" means the payments payable quarterly in\narrears by the Company on the Payment Dates in respect of each Purchase\nContract, equal to 1.25% per annum of the Stated Amount, computed (i) for any\nfull quarterly period on the basis of a 360-day year of twelve 30-day months,\n(ii) for any period shorter than a full quarterly period for which such payments\nare calculated, on the basis of a 30-day month and (iii) for periods of less\nthan a month, the actual number of days elapsed per 30-day month.\n\n         \"Corporate Trust Office\" means the principal corporate trust office of\nthe Purchase Contract Agent at which, at any particular time, its corporate\ntrust business shall be administered, which office at the date hereof is located\nat 101 Barclay Street, Floor 21W, New York, New\n\n\n\n\n                                       3\n\n\n\n                                     \n\n\n\nYork 10286, Attn: Corporate Trust Administration, or such other address as the\nTrustee may designate from time to time by notice to the Holders and the Company\n\n         \"Coupon Rate\" means the percentage rate per annum at which each Note\nwill bear interest initially.\n\n         \"Current Market Price\" has the meaning specified in Section 5.4(a)(8).\n\n         \"Custodial Agent\" means Bank One Trust Company, N.A., as Custodial\nAgent under the Pledge Agreement until a successor Custodial Agent shall have\nbecome such pursuant to the applicable provisions of the Pledge Agreement, and\nthereafter \"Custodial Agent\" shall mean the Person who is then the Custodial\nAgent thereunder.\n\n         \"Declaration\" means the Amended and Restated Declaration of Trust,\ndated as of May 9, 2001, of RC Trust I among the Company, as the Sponsor and the\ntrustees named therein for the benefit of the holders from time to time of\nundivided beneficial ownership interests in the assets of the Trust.\n\n         \"Depositary\" means, initially, DTC, until another Clearing Agency\nbecomes its successor.\n\n         \"DTC\" means The Depository Trust Company, the initial Clearing Agency.\n\n         \"Early Settlement\" has the meaning specified in Section 5.7(a).\n\n         \"Early Settlement Amount\" has the meaning specified in section 5.7(a).\n\n         \"Early Settlement Date\" has the meaning specified in Section 5.7(a).\n\n         \"Early Settlement Rate\" has the meaning specified in section 5.7(b).\n\n         \"Exchange Act\" means the Securities Exchange Act of 1934 and any\nstatute successor thereto, in each case as amended from time to time, and the\nrules and regulations of the Commission promulgated thereunder.\n\n         \"Expiration Date\" has the meaning specified in Section 1.4.\n\n         \"Expiration Time\" has the meaning specified in Section 5.4(a)(6).\n\n         \"Failed Remarketing\" has the meaning specified in Section 5.2(b)(ii).\n\n         \"Global Certificate\" means a Certificate that evidences all or part of\nthe Units and is registered in the name of a Depositary or a nominee thereof.\n\n         \"Global Trust Preferred Security Certificate\" means a certificate\nevidencing the rights and obligations of a Holder in respect of the number of\nTrust Preferred Securities specified on such certificate and which is registered\nin the name of a Clearing Agency or a nominee thereof.\n\n\n\n                                       4\n\n\n\n\n\n         \"Holder\" means the Person in whose name the Unit evidenced by a Normal\nUnits Certificate and\/or a Stripped Units Certificate is registered in the\nrelated Normal Units Register and\/or the Stripped Units Register, as the case\nmay be.\n\n         \"Indenture\" means the Indenture, dated as of July 3, 1995, as\nsupplemented by a First Supplemented Indenture, dated as of May 2, 2001, and by\na Second Supplemental Indenture, dated as of the date hereof, in each case,\nbetween the Company and The Bank of New York, as trustee.\n\n         \"Indenture Trustee\" means The Bank of New York, a New York banking\ncorporation, as trustee under the Indenture, or any successor thereto.\n\n         \"Issuer Order\" or \"Issuer Request\" means a written order or request\nsigned in the name of the Company by the Chief Executive Officer, the Chief\nFinancial Officer, the President, any Vice-President, the Treasurer, any\nAssistant Treasurer, the Secretary or any Assistant Secretary (or other officer\nperforming similar functions) of the Company and delivered to the Purchase\nContract Agent.\n\n         \"Liquidation Distribution\" means the distribution of the Subordinated\nNotes, in the event of any voluntary or involuntary dissolution of the Trust, to\nthe Holders of the Securities on the date of such dissolution from the assets of\nthe Trust, after satisfaction (whether by payment or reasonable provision for\npayment) of liabilities to creditors of the Trust, and which shall be\ndistributed on a Pro Rata basis to the Holders of the Securities in exchange for\nsuch Securities.\n\n         \"Merger Early Settlement\" has the meaning specified in Section 5.8.\n\n         \"Merger Early Settlement Amount\" has the meaning specified in\nSection 5.8.\n\n         \"Merger Early Settlement Date\" has the meaning specified in\nSection 5.8.\n\n         \"NYSE\" has the meaning specified in Section 5.1.\n\n         \"Normal Unit\" means the collective rights and obligations of a Holder\nof a Normal Units Certificate in respect of a Trust Preferred Security or the\nappropriate Treasury Consideration, as the case may be, subject in each case to\nthe Pledge thereof, and the related Purchase Contract.\n\n         \"Normal Units Certificate\" means a certificate evidencing the rights\nand obligations of a Holder in respect of the number of Normal Units specified\non such certificate, substantially in the form of Exhibit A hereto.\n\n         \"Normal Units Register\" and \"Normal Units Registrar\" have the\nrespective meanings specified in Section 3.5.\n\n         \"Notes\" means the series of subordinated securities of the Company\ndesignated the 7.00% Subordinated Notes due 2006\", to be issued by the Company\nunder the Indenture.\n\n\n\n\n                                       5\n\n\n\n\n\n         \"Officer's Certificate\" means a certificate signed by the Chief\nExecutive Officer, the Chief Financial Officer, the President, any\nVice-President, the Treasurer, any Assistant Treasurer, the Secretary or any\nAssistant Secretary (or other officer performing similar functions) of the\nCompany and delivered to the Purchase Contract Agent.\n\n         \"Opinion of Counsel\" means an opinion in writing signed by legal\ncounsel, who may be an employee of or counsel to the Company or an Affiliate and\nwho shall be reasonably acceptable to the Purchase Contract Agent.\n\n         \"Opt-out Treasury Consideration\" has meaning specified in Section\n5.2(b)(iv).\n\n         \"Outstanding\" or \"Outstanding Securities\" means, as of the date of\ndetermination, all Normal Units or Stripped Units evidenced by Certificates\ntheretofore authenticated, executed and delivered under this Agreement, except:\n\n                  (i) If a Termination Event has occurred, (A) Stripped Units\n         and (B) Normal Units for which the related Trust Preferred Security or\n         the appropriate Treasury Consideration, or a Liquidation Distribution\n         in respect of such Trust Preferred Security, as the case may be, has\n         been theretofore deposited with the Purchase Contract Agent in trust\n         for the Holders of such Normal Units;\n\n                  (ii) Normal Units and Stripped Units evidenced by Certificates\n         theretofore cancelled by the Purchase Contract Agent or delivered to\n         the Purchase Contract Agent for cancellation or deemed cancelled\n         pursuant to the provisions of this Agreement; and\n\n                  (iii) Normal Units and Stripped Units evidenced by\n         Certificates in exchange for or in lieu of which other Certificates\n         have been authenticated, executed on behalf of the Holder and delivered\n         pursuant to this Agreement, other than any such Certificate in respect\n         of which there shall have been presented to the Purchase Contract Agent\n         proof satisfactory to it that such Certificate is held by a potential\n         purchaser in whose hands the Normal Units or Stripped Units Evidenced\n         by such Certificate are valid obligations of the Company;\n\nprovided, that in determining whether the Holders of the requisite number of the\nNormal Units or Stripped Units have given any request, demand, authorization,\ndirection, notice, consent or waiver hereunder, Normal Units or Stripped Units\nowned by the Company or any Affiliate of the Company shall be disregarded and\ndeemed not to be outstanding, except that, in determining whether the Purchase\nContract Agent shall be protected in relying upon any such request, demand,\nauthorization, direction, notice, consent or waiver, only Normal Units or\nStripped Units which a Responsible Officer of the Purchase Contract Agent knows\nto be so owned shall be so disregarded. Normal Units or Stripped Units so owned\nwhich have been pledged in good faith may be regarded as Outstanding Securities\nif the pledgee establishes to the satisfaction of the Purchase Contract Agent\nthe pledgee's right so to act with respect to such Normal Units or Stripped\nUnits and that the pledgee is not the Company or any Affiliate of the Company.\n\n\n\n\n                                       6\n\n\n\n\n\n         \"Payment Date\" means each February 15, May 15, August 15 and November\n15, commencing August 15, 2001.\n\n         \"Person\" means any individual, corporation, limited liability company,\npartnership, joint venture, association, joint-stock company, trust,\nunincorporated organization or government or any agency or political subdivision\nthereof.\n\n         \"Pledge\" means the pledge under the Pledge Agreement of the Trust\nPreferred Securities, the Treasury Securities or the appropriate Treasury\nConsideration, in each case constituting a part of the Units, property, cash,\nsecurities, financial assets and security entitlements of the Collateral\nAgreement (as defined in the Pledge Agreement), the Notes delivered to the\nCollateral Agent upon liquidation of the Trust, and any proceeds of any of the\nforegoing.\n\n         \"Pledge Agreement\" means the Pledge Agreement, dated as of the date\nhereof, by and among the Company, the Collateral Agent, the Custodial Agent, the\nSecurities Intermediary and the Purchase Contract Agent, on its own behalf and\nas attorney-in-fact for the Holders from time to time of the Units.\n\n         \"Pledged Trust Preferred Securities\" has the meaning set forth in the\nPledge Agreement.\n\n         \"Pledged Treasury Consideration\" has the meaning set forth in the\nPledge Agreement.\n\n         \"Pledged Treasury Securities\" has the meaning set forth in the Pledge\nAgreement.\n\n         \"Purchase Contract Agent\" means the Person named as the \"Purchase\nContract Agent\" in the first paragraph of this instrument until a successor\nPurchase Contract Agent shall have become such pursuant to the applicable\nprovisions of this Agreement, and thereafter \"Purchase Contract Agent\" shall\nmean such Person.\n\n         \"Predecessor Certificate\" means a Predecessor Normal Units Certificate\nor a Predecessor Stripped Units Certificate.\n\n         \"Predecessor Normal Units Certificate\" of any particular Normal Units\nCertificate means every previous Normal Units Certificate evidencing all or a\nportion of the rights and obligations of the Company and the Holder under the\nNormal Units evidenced thereby; and, for the purposes of this definition, any\nNormal Units Certificate authenticated and delivered under Section 3.10 in\nexchange for or in lieu of a mutilated, destroyed, lost or stolen Normal Units\nCertificate shall be deemed to evidence the same rights and obligations of the\nCompany and the Holder as the mutilated, destroyed, lost or stolen Normal Units\nCertificate.\n\n         \"Predecessor Stripped Units Certificate\" of any particular Stripped\nUnits Certificate means every previous Stripped Units Certificate evidencing all\nor a portion of the rights and obligations of the Company and the Holder under\nthe Stripped Units evidenced thereby; and, for the purposes of this definition,\nany Stripped Units Certificate authenticated and delivered under Section 3.10 in\nexchange for or in lieu of a mutilated, destroyed, lost or stolen Stripped Units\n\n\n\n\n                                       7\n\n\n\n\n\nCertificate shall be deemed to evidence the same rights and obligations of the\nCompany and the Holder as the mutilated, destroyed, lost or stolen Stripped\nUnits Certificate.\n\n         \"Property Trustee\" means The Bank of New York, as property trustee\nunder the Declaration, or any successor thereto that is a financial institution\nunaffiliated with the Company.\n\n         \"Prospectus\" means the final Prospectus Supplement dated May 3, 2001 of\nthe Company and the Trust relating to the Units, supplementing the Prospectus\ndated April 6, 2001 of the Company and the Trust.\n\n         \"Purchase Contract\" when used with respect to any Unit, means the\ncontract forming a part of such Unit and obligating the Company to (i) sell and\nthe Holder of such Unit to purchase Common Stock and (ii) pay the Holder\nContract Adjustment Payments in each case on the terms and subject to the\nconditions set forth in Article Five hereof.\n\n         \"Purchase Contract Settlement Fund\" has the meaning specified in\nSection 5.3.\n\n         \"Purchase Price\" has the meaning specified in Section 5.1.\n\n         \"Purchased Shares\" has the meaning specified in Section 5.4(a)(6).\n\n         \"Quarterly Payment Date\" means each February 15, May 15, August 15 and\nNovember 15 commencing August 15, 2001. \n\n         \"Record Date\" for the Contract Adjustment Payments and any other \ndistributions payable on any Payment Date means, as to any Global Certificate, \nthe Business Day next preceding such Payment Date, and as to any other \nCertificate, a day selected by the Company which shall be more than one \nBusiness Day but less than 60 Business Days prior to such Payment Date.\n\n         \"Redemption Amount\" has the meaning set forth in the Declaration.\n\n         \"Redemption Price\" has the meaning set forth in the Declaration.\n\n         \"Register\" means the Normal Units Register and the Stripped Units\nRegister.\n\n         \"Registrar\" means the Normal Units Registrar and the Stripped Units\nRegistrar.\n\n         \"Remarketing Agent\" has the meaning specified in Section 5.2(b)(i).\n\n         \"Remarketing Agreement\" means the Remarketing Agreement to be entered\ninto by and among the Company, the Remarketing Agent and the Purchase Contract\nAgent.\n\n         \"Remarketing Date\" means the third Business Day preceding February 15,\n2004.\n\n         \"Remarketing Fee\" has the meaning specified in Section 5.2(b)(i).\n\n         \"Remarketing Value\" has the meaning specified in Section 5.2(b)(i).\n\n\n\n\n                                       8\n\n\n\n\n\n         \"Reorganization Event\" has the meaning specified in Section 5.4(b).\n\n         \"Reset Rate\" has the meaning set forth in the Declaration.\n\n         \"Responsible Officer\" means, when used with respect to the Purchase\nContract Agent, any officer within the corporate trust department of the\nPurchase Contract Agent (or any successor of the Purchase Contract Agent),\nincluding any Vice President, any assistant Vice President, any assistant\nsecretary, the treasurer, any assistant treasurer, any trust officer or any\nother officer of the Purchase Contract Agent who customarily performs functions\nsimilar to those performed by the Persons who at the time shall be such\nofficers, respectively, or to whom any corporate trust matter is referred\nbecause of such person's knowledge of and familiarity with the particular\nsubject and who shall have direct responsibility for the administration of this\nAgreement.\n\n         \"Securities\" means the Common Securities and the Trust Preferred\nSecurities.\n\n         \"Securities Act\" means the Securities Act of 1933, as amended from time\nto time, or any successor legislation and the rules and regulations of the\nCommission promulgated thereunder.\n\n         \"Securities Intermediary\" means Bank One Trust Company, N.A., in its\ncapacity as Securities Intermediary under the Pledge Agreement, together with\nits successors in such capacity.\n\n         \"Separate Trust Preferred Securities\" has the meaning set forth in the\nPledge Agreement.\n\n         \"Settlement Date\" means any Early Settlement Date or Merger Early\nSettlement Date or the Stock Purchase Date.\n\n         \"Settlement Rate\" has the meaning specified in Section 5.1.\n\n         \"Stated Amount\" means, with respect to any one Trust Preferred\nSecurity, Normal Unit or Stripped Unit, $50.\n\n         \"Stock Purchase Date\" means May 15, 2004.\n\n         \"Stripped Unit\" means the collective rights and obligations of a holder\nof a Stripped Units Certificate in respect of a 1\/20 undivided beneficial\nownership interest in a Treasury Security, subject in each case to the Pledge\nthereof, and the related Purchase Contract.\n\n         \"Stripped Units Certificate\" means a certificate evidencing the rights\nand obligations of a Holder in respect of the number of Stripped Units specified\non such certificate, substantially in the form of Exhibit B hereto.\n\n         \"Stripped Units Register\" and \"Stripped Units Registrar\" have the\nrespective meanings specified in Section 3.5.\n\n         \"Subordinated Notes\" has the meaning set forth in the Declaration.\n\n\n\n\n                                       9\n\n\n\n\n\n         \"Subordinated Notes Issueer\" has the meaning set forth in the\nDeclaration.\n\n         \"Subsequent Remarketing\" has the meaning set forth in the Remarketing\nAgreement.\n\n         \"Subsequent Remarketing Date\" means, provided there has been one or\nmore Failed Remarketings, the date on which the Remarketing Agent has conducted\na successful remarketing in accordance with Section 5.2 hereof, such date in no\nevent hereby later than the Business Day.\n\n         \"Tax Event\" means the receipt by the Sponsor and the Trust of an\nopinion of counsel, rendered by a law firm having a recognized national tax\npractice, to the effect that, as a result of any amendment to, change in or\nannounced proposed change in the laws (or any regulations thereunder) of the\nUnited States or any political subdivision or taxing authority thereof or\ntherein, or as a result of any official administrative decision, pronouncement,\njudicial decision or action interpreting or applying such laws or regulations,\nwhich amendment or change is effective or which proposed change, pronouncement,\naction or decision is announced on or after the Closing Date, there is more than\nan insubstantial increase in the risk that (i) the Trust is, or within 90 days\nof the date of such opinion will be, subject to United States federal income tax\nwith respect to income received or accrued on the Subordinated Notes, (ii)\ninterest [(or original issue discount)] payable by the Subordinated Notes Issuer\non the Subordinated Notes is not, or within 90 days of the date of such opinion\nwill not be, deductible by the Subordinated Notes Issuer, in whole or in part,\nfor United States federal income tax purposes, or (iii) the Trust is, or within\n90 days of the date of such opinion will be, subject to more than a de minimis\namount of other taxes, duties or other governmental charges.\n\n         \"Tax Event Redemption\" shall mean the date by the Subordinated Notes \nIssuer on which the Subordiated Notes are redeemed pursuant to a Tax Event \nRedemption pursuant to the Indenture.\n\n         \"Tax Event Redemption Date\" means the date specified by the\nSubordinated Notes Issuer on which the Subordinated Notes are redeemed pursuant\nto a Tax Event Redemption pursuant to the Indenture.\n\n         \"Termination Date\" means the date, if any, on which a Termination Event\noccurs.\n\n         \"Termination Event\" means the occurrence of any of the following\nevents: (i) at any time on or prior to the Stock Purchase Date, a judgment,\ndecree or court order shall have been entered granting relief under the\nBankruptcy Code or any other similar Federal or state law, adjudicating the\nCompany to be insolvent, or approving as properly filed a petition seeking\nreorganization or liquidation of the Company, and, unless such judgment, decree\nor order shall have been entered within 60 days prior to the Stock Purchase\nDate, such decree or order shall have continued undischarged and unstayed for a\nperiod of 60 days; or (ii) a judgment, decree or court order for the appointment\nof a receiver or liquidator or trustee or assignee in bankruptcy or insolvency\nof the Company or of its property, or for the winding up or liquidation of its\naffairs, shall have been entered, and, unless such judgment, decree or order\nshall have been entered within 60 days prior to the Stock Purchase Date, such\njudgment, decree or order shall have continued undischarged and unstayed for a\nperiod of 60 days, or (iii) at any time on or prior to the Stock Purchase Date\nthe Company shall file a petition for relief under the Bankruptcy Code or any\nother similar federal or state law, or shall consent to the filing of a\nbankruptcy proceeding against it, or shall\n\n\n\n\n                                       10\n\n\n\n\n\nfile a petition or answer or consent seeking reorganization or liquidation under\nthe Bankruptcy Code or any other similar federal or state law, or shall consent\nto the filing of any such petition, or shall consent to the appointment of a\nreceiver or liquidator or trustee or assignee in bankruptcy or insolvency of it\nor of its property, or shall make an assignment for the benefit of creditors, or\nshall admit in writing its inability to pay its debts generally as they become\ndue.\n\n         \"Threshold Appreciation Price\" has the meaning specified in Section\n5.1.\n\n         \"TIA\" means the Trust Indenture Act of 1939, as amended and the rules\nand regulations of the Commission promulgated thereunder.\n\n         \"Trading Day\" has the meaning specified in Section 5.1.\n\n         \"Treasury Consideration\" means the Purchase Contract Agent-purchased\nTreasury Consideration or the Opt-out Treasury Consideration.\n\n         \"Treasury Security\" means a zero coupon U.S. Treasury security (CUSIP\nNumber 912820BJ5 maturing on May 15, 2004 that will pay $1,000 on such maturity\ndate.\n\n         \"Trust\" means RC Trust I, a statutory business trust formed under the\nlaws of the State of Delaware, or any successor thereto by merger or\nconsolidation.\n\n         \"Trust Preferred Securities\" means the 7.00% Trust Preferred Securities\nof the Trust, each having a stated liquidation amount of $50 per share,\nrepresenting, together with the Common Securities, undivided beneficial\nownership interests in the assets of the Trust.\n\n         \"Trust Securities Guarantee\" means the guarantee issued by the Company\nfor the benefit of the holders of the Securities pursuant to the Guarantee\nAgreement dated as of May 9, 2001 between the Company and The Bank of New York,\nas Guarantee Trustee with respect to the Securities.\n\n         \"Underwriting Agreement\" means the Terms Agreement dated May 3, 2001\nbetween the Company and the Underwriters named therein which incorporated by\nreference and amended the Company's Underwriting Agreement for Debt Securities.\n\n         \"Unit\" means a Normal Unit or a Stripped Unit, as the case may be.\n\n         \"Vice President\" means any vice president, whether or not designated by\na number or a word or words added before or after the title \"vice president.\"\n\n         Section 1.2. Compliance Certificates and Opinions. Except as otherwise\nexpressly provided by this Agreement, upon any application or request by the\nCompany to the Purchase Contract Agent to take any action under any provision of\nthis Agreement, the Company shall furnish to the Purchase Contract Agent an\nOfficer's Certificate stating that all conditions precedent, if any, provided\nfor in this Agreement relating to the proposed action have been complied with\nand, if requested by the Purchase Contract Agent, an Opinion of Counsel stating\nthat, in the opinion of such counsel, all such conditions precedent, if any,\nhave been complied\n\n\n\n\n                                       11\n\n\n\n\n\nwith, except that in the case of any such application or request as to which the\nfurnishing of such documents is specifically required by any provision of this\nAgreement relating to such particular application or request, no additional\ncertificate or opinion need be furnished.\n\n         Every certificate or opinion with respect to compliance with a\ncondition or covenant provided for in this Agreement shall include:\n\n                  (1) a statement that the individual signing such certificate\n         or opinion has read such covenant or condition and the definitions\n         herein relating thereto;\n\n                  (2) a brief statement as to the nature and scope of the\n         examination or investigation upon which the statements or opinions\n         contained in such certificate or opinion are based;\n\n                  (3) a statement that, in the opinion of such individual, he or\n         she has made such examination or investigation as is necessary to\n         enable such individual to express an informed opinion as to whether or\n         not such covenant or condition has been complied with; and\n\n                  (4) a statement as to whether, in the opinion of such\n         individual, such condition or covenant has been complied with.\n\n         Section 1.3. Form of Documents Delivered to Purchase Contract Agent. In\nany case where several matters are required to be certified by, or covered by an\nopinion of, any specified Person, it is not necessary that all such matters be\ncertified by, or covered by the opinion of, only one such Person, or that they\nbe so certified or covered by only one document, but one such Person may certify\nor give an opinion with respect to some matters and one or more other such\nPersons as to other matters, and any such Person may certify or give an opinion\nas to such matters in one or several documents.\n\n         Any certificate or opinion of an officer of the Company may be based,\ninsofar as it relates to legal matters, upon a certificate or opinion of, or\nrepresentations by, counsel, unless such officer knows, or in the exercise of\nreasonable care should know, that the certificate or opinion or representations\nwith respect to the matters upon which his certificate or opinion is based are\nerroneous. Any such certificate or Opinion of Counsel may be based, insofar as\nit relates to factual matters, upon a certificate or opinion of, or\nrepresentations by, an officer or officers of the Company stating that the\ninformation with respect to such factual matters is in the possession of the\nCompany unless such counsel knows, or in the exercise of reasonable care should\nknow, that the certificate or opinion or representations with respect to such\nmatters are erroneous.\n\n         Where any Person is required to make, give or execute two or more\napplications, requests, consents, certificates, statements, opinions or other\ninstruments under this Agreement, they may, but need not, be consolidated and\nform one instrument.\n\n\n\n\n                                       12\n\n\n\n\n\n         Section 1.4. Acts of Holders; Record Dates. (a) Any request, demand,\nauthorization, direction, notice, consent, waiver or other action provided by\nthis Agreement to be given or taken by Holders may be embodied in and evidenced\nby one or more instruments of substantially similar tenor signed by such Holders\nin person or by agent duly appointed in writing; and, except as herein otherwise\nexpressly provided, such action shall become effective when such instrument or\ninstruments are delivered to the Purchase Contract Agent and, where it is hereby\nexpressly required, to the Company. Such instrument or instruments (and the\naction embodied therein and evidenced thereby) are herein sometimes referred to\nas the \"Act\" of the Holders signing such instrument or instruments. Proof of\nexecution of any such instrument or of a writing appointing any such agent shall\nbe sufficient for any purpose of this Agreement and (subject to Section 7.1)\nconclusive in favor of the Purchase Contract Agent and the Company, if made in\nthe manner provided in this Section.\n\n         (b) The fact and date of the execution by any Person of any such\ninstrument or writing may be proved in any manner which the Purchase Contract\nAgent deems sufficient.\n\n         (c) The ownership of Units shall be proved by the Normal Units Register\nor the Stripped Units Register, as the case may be.\n\n         (d) Any request, demand, authorization, direction, notice, consent,\nwaiver or other Act of the Holder of any Certificate shall bind every future\nHolder of the same Certificate and the Holder of every Certificate issued upon\nthe registration of transfer thereof or in exchange therefor or in lieu thereof\nin respect of anything done, omitted or suffered to be done by the Purchase\nContract Agent or the Company in reliance thereon, whether or not notation of\nsuch action is made upon such Certificate.\n\n         (e) The Company may set any day as a record date for the purpose of\ndetermining the Holders of Outstanding Securities entitled to give, make or take\nany request, demand, authorization, direction, notice, consent, waiver or other\naction provided or permitted by this Agreement to be given, made or taken by\nHolders of Units. If any record date is set pursuant to this paragraph, the\nHolders of the Outstanding Normal Units and the Outstanding Stripped Units, as\nthe case may be, on such record date, and no other Holders, shall be entitled to\ntake the relevant action with respect to the Normal Units or the Stripped Units,\nas the case may be, whether or not such Holders remain Holders after such record\ndate; provided that no such action shall be effective hereunder unless taken on\nor prior to the applicable Expiration Date by Holders of the requisite number of\nOutstanding Securities on such record date. Nothing in this paragraph shall be\nconstrued to prevent the Company from setting a new record date for any action\nfor which a record date has previously been set pursuant to this paragraph\n(whereupon the record date previously set shall automatically and with no action\nby any Person be cancelled and of no effect), and nothing in this paragraph\nshall be construed to render ineffective any action taken by Holders of the\nrequisite number of Outstanding Securities on the date such action is taken.\nPromptly after any record date is set pursuant to this paragraph, the Company,\nat its own expense, shall cause notice of such record date, the proposed action\nby Holders and the applicable Expiration Date to be given to the Purchase\nContract Agent in writing and to each Holder of Units in the manner set forth in\nSection 1.6.\n\n\n\n\n                                       13\n\n\n\n\n\n         With respect to any record date set pursuant to this Section, the\nCompany may designate any date as the \"Expiration Date\" and from time to time\nmay change the Expiration Date to any earlier or later day; provided that no\nsuch change shall be effective unless notice of the proposed new Expiration Date\nis given to the Purchase Contract Agent in writing, and to each Holder of Units\nin the manner set forth in Section 1.6, on or prior to the existing Expiration\nDate. If an Expiration Date is not designated with respect to any record date\nset pursuant to this Section, the Company shall be deemed to have initially\ndesignated the 180th day after such record date as the Expiration Date with\nrespect thereto, subject to its right to change the Expiration Date as provided\nin this paragraph. Notwithstanding the foregoing, no Expiration Date shall be\nlater than the 180th day after the applicable record date.\n\n         Section 1.5. Notices. Any request, demand, authorization, direction,\nnotice, consent, waiver or Act of Holders or other document provided or\npermitted by this Agreement to be made upon, given or furnished to, or filed\nwith:\n\n                  (1) the Purchase Contract Agent by any Holder or by the\n         Company shall be sufficient for every purpose hereunder (unless\n         otherwise herein expressly provided) if made, given, furnished or filed\n         in writing and personally delivered, mailed, first-class postage\n         prepaid, telecopied or delivered by overnight air courier guaranteeing\n         next day delivery, to the Purchase Contract Agent at The Bank of New\n         York, 101 Barclay Street, Floor 21W, New York, New York 10286,\n         Attention: Corporate Trust Administration, telecopy: (212) 815-5915, or\n         at any other address furnished in writing by the Purchase Contract\n         Agent to the Holders and the Company; or\n\n                  (2) the Company by the Purchase Contract Agent or by any\n         Holder shall be sufficient for every purpose hereunder (unless\n         otherwise herein expressly provided) if made, given, furnished or filed\n         in writing and personally delivered, mailed, first-class postage\n         prepaid, telecopied or delivered by overnight air courier guaranteeing\n         next day delivery, to the Company at Raytheon Company, 141 Spring\n         Street, Lexington, Massachusetts, 02421, telephone: (781) 862-6600,\n         Attention: Corporate Secretary, or at any other address furnished in\n         writing to the Purchase Contract Agent by the Company; or\n\n                  (3) the Collateral Agent by the Purchase Contract Agent, the\n         Company or any Holder shall be sufficient for every purpose hereunder\n         (unless otherwise herein expressly provided) if made, given, furnished\n         or filed in writing and personally delivered, mailed, first-class\n         postage prepaid, telecopied or delivered by overnight air courier\n         guaranteeing next day delivery, addressed to the Collateral Agent at\n         Bank One Trust Company, N.A., 153 West 51st Street, New York, NY 10019,\n         Attention: Corporate Trust Services Division, telecopy: (212) 373-1384,\n         or at any other address furnished in writing by the Collateral Agent to\n         the Purchase Contract Agent, the Company and the Holders; or\n\n\n\n\n                                       14\n\n\n\n\n\n                  (4) the Property Trustee by the Company shall be sufficient\n         for every purpose hereunder (unless otherwise herein expressly\n         provided) if made, given, furnished or filed in writing and personally\n         delivered, mailed, first-class postage prepaid, telecopied or delivered\n         by overnight air courier guaranteeing next day delivery, addressed to\n         the Property Trustee at The Bank of New York, 101 Barclay Street, Floor\n         21W, New York, New York 10286, Attention: Corporate Trust\n         Administration, telecopy: (212) 815-5915 or at any other address\n         furnished in writing by the Property Trustee to the Company; or\n\n                  (5) the Indenture Trustee by the Company shall be sufficient\n         for every purpose hereunder (unless otherwise herein expressly\n         provided) if made, given, furnished or filed in writing and personally\n         delivered or mailed, first-class postage prepaid, telecopied or\n         delivered by overnight air courier guaranteeing next day delivery,\n         addressed to the Indenture Trustee at The Bank of New York, 101 Barclay\n         Street, Floor 21W, New York, New York 10286, Attention: Corporate Trust\n         Administration, telecopy: (212) 815-5915 or at any other address\n         furnished in writing by the Indenture Trustee to the Company.\n\n         Section 1.6. Notice to Holders; Waiver. Where this Agreement provides\nfor notice to Holders of any event, such notice shall be sufficiently given\n(unless otherwise herein expressly provided) if in writing and mailed,\nfirst-class postage prepaid, to each Holder affected by such event, at its\naddress as it appears in the applicable Register, not later than the latest\ndate, and not earlier than the earliest date, prescribed for the giving of such\nnotice. In any case where notice to Holders is given by mail, neither the\nfailure to mail such notice, nor any defect in any notice so mailed to any\nparticular Holder shall affect the sufficiency of such notice with respect to\nother Holders. Where this Agreement provides for notice in any manner, such\nnotice may be waived in writing by the Person entitled to receive such notice,\neither before or after the event, and such waiver shall be the equivalent of\nsuch notice. Waivers of notice by Holders shall be filed with the Purchase\nContract Agent, but such filing shall not be a condition precedent to the\nvalidity of any action taken in reliance upon such waiver.\n\n         In case by reason of the suspension of regular mail service or by\nreason of any other cause it shall be impracticable to give such notice by mail,\nthen such notification as shall be made with the approval of the Purchase\nContract Agent shall constitute a sufficient notification for every purpose\nhereunder.\n\n         Section 1.7. Effect of Headings and Table of Contents. The Article and\nSection headings herein and the Table of Contents are for convenience only and\nshall not affect the construction hereof.\n\n         Section 1.8. Successors and Assigns. All covenants and agreements in\nthis Agreement by the Company shall bind its successors and assigns, whether so\nexpressed or not.\n\n         Section 1.9. Separability Clause. In case any provision in this\nAgreement or in the securities shall be invalid, illegal or unenforceable, the\nvalidity, legality and enforceability of the remaining provisions hereof and\nthereof shall not in any way be affected or impaired thereby.\n\n\n\n\n                                       15\n\n\n\n\n\n         Section 1.10. Benefits of Agreement. Nothing in this Agreement or in\nthe Units, express or implied, shall give to any Person, other than the parties\nhereto and their successors hereunder and, to the extent provided hereby, the\nHolders, any benefits or any legal or equitable right, remedy or claim under\nthis Agreement. The Holders from time to time shall be beneficiaries of this\nAgreement and shall be bound by all of the terms and conditions hereof and of\nthe Units evidenced by their Certificates by their acceptance of delivery of\nsuch Certificates.\n\n         Section 1.11. Governing Law. This Agreement shall be governed by and\nconstrued in accordance with the laws of the State of New York.\n\n         Section 1.12. Legal Holidays. In any case where any Payment Date shall\nnot be a Business Day, then (notwithstanding any other provision of this\nAgreement or the Normal Units Certificates) any payments on the Purchase\nContract or on the Trust Preferred Securities shall not be made on such date,\nbut such payments shall be made on the next succeeding Business Day with the\nsame force and effect as if made on such Payment Date, provided that no interest\nor distributions shall accrue or be payable by the Company for the period from\nand after any such Payment Date, except that, if such next succeeding Business\nDay is in the next succeeding calendar year, such payment shall be made on the\nimmediately preceding Business Day with the same force and effect as if made on\nsuch Payment Date.\n\n         In any case where the Stock Purchase Date shall not be a Business Day,\nthen (notwithstanding any other provision of this Agreement or the\nCertificates), the Purchase Contracts shall not be performed on such date, but\nthe Purchase Contracts shall be performed on the immediately following Business\nDay with the same force and effect as if performed on the Stock Purchase Date.\n\n         Section 1.13. Counterparts. This Agreement may be executed in any\nnumber of counterparts by the parties hereto, each of which, when so executed\nand delivered, shall. be deemed an original, but all such counterparts shall\ntogether constitute one and the same instrument.\n\n         Section 1.14. Inspection of Agreement. A copy of this Agreement shall\nbe available at all reasonable times during normal business hours at the\nCorporate Trust Office for inspection by any Holder.\n\n\n                         ARTICLE II. CERTIFICATE FORMS\n\n         Section 2.1. Forms of Certificates Generally. The Normal Units\nCertificates (including the form of Purchase Contract forming part of the Normal\nUnits evidenced thereby) shall be in substantially the form set forth in Exhibit\nA hereto, with such letters, numbers or other marks of identification or\ndesignation and such legends or endorsements printed, lithographed or engraved\nthereon as may be required by the rules of any securities exchange or quotation\nsystem on which the Normal Units are listed or quoted for trading or any\ndepositary therefor, or as may,\n\n\n\n\n                                       16\n\n\n\n\n\nconsistently herewith, be determined by the officers of the Company executing\nsuch Normal Units Certificates, as evidenced by their execution of the Normal\nUnits Certificates.\n\n         The definitive Normal Units Certificates shall be printed, lithographed\nor engraved on steel engraved borders or may be produced in any other manner,\nall as determined by the officers of the Company executing such Normal Units\nCertificates, consistent with the provisions of this Agreement, as evidenced by\ntheir execution thereof.\n\n         The Stripped Units Certificates (including the form of Purchase\nContracts forming part of the Stripped Units evidenced thereby) shall be in\nsubstantially the form set forth in Exhibit B hereto, with such letters, numbers\nor other marks of identification or designation and such legends or endorsements\nprinted, lithographed or engraved thereon as may be required by the rules of any\nsecurities exchange or the quotation system on which the Stripped Units may be\nlisted or quoted for trading or any depositary therefor, or as may, consistently\nherewith, be determined by the officers of the Company executing such Stripped\nUnits Certificates, as evidenced by their execution of the Stripped Units\nCertificates.\n\n         The definitive Stripped Units Certificates shall be printed,\nlithographed or engraved on steel engraved borders or may be produced in any\nother manner, all as determined by the officers of the Company executing such\nStripped Units Certificates, consistent with the provisions of this Agreement,\nas evidenced by their execution thereof.\n\n         Every Global Certificate authenticated, executed on behalf of the\nHolders and delivered hereunder shall bear a legend in substantially the\nfollowing form:\n\n            THIS CERTIFICATE IS A GLOBAL CERTIFICATE WITHIN THE MEANING OF THE\n            PURCHASE CONTRACT AGREEMENT (AS HEREINAFTER DEFINED) AND IS\n            REGISTERED IN THE NAME OF THE DEPOSITORY TRUST CORPORATION OR A\n            NOMINEE THEREOF. THIS CERTIFICATE MAY NOT BE EXCHANGED IN WHOLE OR\n            IN PART FOR A CERTIFICATE REGISTERED, AND NO TRANSFER OF THIS\n            CERTIFICATE IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF\n            ANY PERSON OTHER THAN THE DEPOSITORY TRUST CORPORATION SUCH CLEARING\n            AGENCY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES\n            DESCRIBED IN THE PURCHASE CONTRACT AGREEMENT.\n\n         Section 2.2. Form of Purchase Contract Agent's Certificate of\nAuthentication. The form of the Purchase Contract Agent's certificate of\nauthentication of the Normal Units shall be in substantially the form set forth\non the form of the Normal Units Certificates.\n\n         The form of the Purchase Contract Agent's certificate of authentication\nof the Stripped Units shall be in substantially the form set forth on the form\nof the Stripped Units Certificates.\n\n\n\n\n                                       17\n\n\n\n\n\n                             ARTICLE III. THE UNITS\n\n         Section 3.1. Title and Terms; Denominations. The aggregate number of\nNormal Units and Stripped Units, if any, evidenced by Certificates\nauthenticated, executed on behalf of the Holders and delivered hereunder is\nlimited to 15,000,000 (17,250,000 if the Underwriters' over-allotment option\npursuant to the Underwriting Agreement is exercised in full), except for\nCertificates authenticated, executed and delivered upon registration of transfer\nof, in exchange for, or in lieu of, other Certificates pursuant to Section 3.4,\n3.5, 3.10, 3.13, 3.14, 5.7 or 8.5.\n\n         The Certificates shall be issuable only in registered form and only in\ndenominations of a single Unit and any integral multiple thereof.\n\n         Section 3.2. Rights and Obligations Evidenced by the Certificates(a) .\nEach Normal Units Certificate shall evidence the number of Normal Units\nspecified therein, with each such Normal Unit representing the ownership by the\nHolder thereof of a beneficial ownership interest in a Trust Preferred Security\nor the appropriate Treasury Consideration, as the case may be, subject to the\nPledge of such Trust Preferred Security or such Treasury Consideration, as the\ncase may be, by such Holder pursuant to the Pledge Agreement, and the rights and\nobligations of the Holder thereof and the Company under one Purchase Contract.\nThe Purchase Contract Agent as attorney-in-fact for, and on behalf of, the\nHolder of each Normal Unit shall pledge, pursuant to the Pledge Agreement, the\nTrust Preferred Security or the appropriate Treasury Consideration, as the case\nmay be, forming a part of such Normal Unit, to the Collateral Agent and grant to\nthe Collateral Agent a security interest in the right, title, and interest of\nsuch Holder in such Trust Preferred Security or such Treasury Consideration, as\nthe case may be, for the benefit of the Company, to secure the obligation of the\nHolder under each Purchase Contract to purchase the Common Stock of the Company.\nPrior to the purchase of shares of Common Stock under each Purchase Contract,\nsuch Purchase Contracts shall not entitle the Holders of Normal Units\nCertificates to any of the rights of a holder of shares of Common Stock,\nincluding, without limitation, the right to vote or receive any dividends or\nother payments or to consent or to receive notice as stockholders in respect of\nthe meetings of stockholders or for the election of directors of the Company or\nfor any other matter, or any other rights whatsoever as stockholders of the\nCompany.\n\n         (b) Each Stripped Units Certificate shall evidence the number of\nStripped Units specified therein, with each such Stripped Unit representing the\nownership by the Holder thereof of a 1\/20 undivided beneficial ownership\ninterest in a Treasury Security, subject to the Pledge of such interest in such\nTreasury Security by such Holder pursuant to the Pledge Agreement, and the\nrights and obligations of the Holder thereof and the Company under one Purchase\nContract. Prior to the purchase of shares of Common Stock under each Purchase\nContract, such Purchase Contracts shall not entitle the Holders of Stripped\nUnits Certificates to any of the rights of a holder of shares of Common Stock,\nincluding, without limitation, the right to vote or receive any dividends or\nother payments or to consent or to receive notice as stockholders in respect of\nthe meetings of stockholders or for the election of directors of the Company or\nfor any other matter, or any other rights whatsoever as stockholders of the\nCompany.\n\n\n\n\n                                       18\n\n\n\n\n\n         Section 3.3. Execution, Authentication, Delivery and Dating(a) .\nSubject to the provisions of Sections 3.13 and 3.14, upon the execution and\ndelivery of this Agreement, and at any time and from time to time thereafter,\nthe Company may deliver Certificates executed by the Company to the Purchase\nContract Agent for authentication, execution on behalf of the Holders and\ndelivery, together with its Issuer Order for authentication of such\nCertificates, and the Purchase Contract Agent in accordance with such Issuer\nOrder shall authenticate, execute on behalf of the Holders and deliver such\nCertificates.\n\n         (b) The Certificates shall be executed on behalf of the Company by the\nChief Executive Officer, the Chief Financial Officer, the President, any Vice\nPresident, the Treasurer, any Assistant Treasurer, the Secretary or any\nAssistant Secretary (or other officer performing similar functions) of the\nCompany and delivered to the Purchase Contract Agent. The signature of any of\nthese officers on the Certificates may be manual or facsimile.\n\n         (c) Certificates bearing the manual or facsimile signatures of\nindividuals who were at any time the proper officers of the Company shall bind\nthe Company, notwithstanding that such individuals or any of them have ceased to\nhold such offices prior to the authentication and delivery of such Certificates\nor did not hold such offices at the date of such Certificates.\n\n         (d) No Purchase Contract evidenced by a Certificate shall be valid\nuntil such Certificate has been executed on behalf of the Holder by the manual\nsignature of an authorized signatory of the Purchase Contract Agent, as such\nHolder's attorney-in-fact. Such signature by an authorized signatory of the\nPurchase Contract Agent shall be conclusive evidence that the Holder of such\nCertificate has entered into the Purchase Contracts evidenced by such\nCertificate.\n\n         (e) Each Certificate shall be dated the date of its authentication.\n\n         (f) No Certificate shall be entitled to any benefit under this\nAgreement or be valid or obligatory for any purpose unless there appears on such\nCertificate a certificate of authentication substantially in the form provided\nfor herein executed by an authorized signatory of the Purchase Contract Agent by\nmanual signature, and such certificate upon any Certificate shall be conclusive\nevidence, and the only evidence, that such Certificate has been duly\nauthenticated and delivered hereunder.\n\n         Section 3.4. Temporary Certificates(a) . Pending the preparation of\ndefinitive Certificates, the Company shall execute and deliver to the Purchase\nContract Agent, and the Purchase Contract Agent shall authenticate, execute on\nbehalf of the Holders, and deliver, in lieu of such definitive Certificates,\ntemporary Certificates which are in substantially the form set forth in Exhibit\nA or Exhibit B hereto, as the case may be, with such letters, numbers or other\nmarks of identification or designation and such legends or endorsements printed,\nlithographed or engraved thereon as may be required by the rules of any\nsecurities exchange on which the Normal Units or Stripped Units, as the case may\nbe, are listed, or as may, consistent herewith, be determined by the officers of\nthe Company executing such Certificates, as evidenced by their execution of the\nCertificates.\n\n\n\n\n                                       19\n\n\n\n\n\n         (b) If temporary Certificates are issued, the Company will cause\ndefinitive Certificates to be prepared without unreasonable delay. After the\npreparation of definitive Certificates, the temporary Certificates shall be\nexchangeable for definitive Certificates upon surrender of the temporary\nCertificates at the Corporate Trust Office, at the expense of the Company and\nwithout charge to the Holder. Upon surrender for cancellation of any one or more\ntemporary Certificates, the Company shall execute and deliver to the Purchase\nContract Agent, and the Purchase Contract Agent shall authenticate, execute on\nbehalf of the Holder, and deliver in exchange therefor, one or more definitive\nCertificates of like tenor and denominations and evidencing a like number of\nNormal Units or Stripped Units, as the case may be, as the temporary Certificate\nor Certificates so surrendered. Until so exchanged, the temporary Certificates\nshall in all respects evidence the same benefits and the same obligations with\nrespect to the Normal Units or Stripped Units, as the case may be, evidenced\nthereby as definitive Certificates.\n\n         Section 3.5. Registration; Registration of Transfer and Exchange(a) .\nThe Purchase Contract Agent shall keep at the Corporate Trust Office a register\n(the \"Normal Units Register\") in which, subject to such reasonable regulations\nas it may prescribe, the Purchase Contract Agent shall provide for the\nregistration of Normal Units Certificates and of transfers of Normal Units\nCertificates (the Purchase Contract Agent, in such capacity, the \"Normal Units\nRegistrar\") and a register (the \"Stripped Units Register\") in which, subject to\nsuch reasonable regulations as it may prescribe, the Purchase Contract Agent\nshall provide for the registration of the Stripped Units Certificates and\ntransfers of Stripped Units Certificates (the Purchase Contract Agent, in such\ncapacity, the \"Stripped Units Registrar\").\n\n         (b) Upon surrender for registration of transfer of any Certificate at\nthe Corporate Trust Office, the Company shall execute and deliver to the\nPurchase Contract Agent, and the Purchase Contract Agent shall authenticate,\nexecute on behalf of the designated transferee or transferees, and deliver, in\nthe name of the designated transferee or transferees, one or more new\nCertificates of like tenor and denominations, and evidencing a like number of\nNormal Units or Stripped Units, as the case may be.\n\n         (c) At the option of the Holder, Certificates may be exchanged for\nother Certificates, of like tenor and denominations and evidencing a like number\nof Normal Units or Stripped Units, as the case may be, upon surrender of the\nCertificates to be exchanged at the Corporate Trust Office. Whenever any\nCertificates are so surrendered for exchange, the Company shall execute and\ndeliver to the Purchase Contract Agent, and the Purchase Contract Agent shall\nauthenticate, execute on behalf of the Holder, and deliver the Certificates\nwhich the Holder making the exchange is entitled to receive.\n\n         (d) All Certificates issued upon any registration of transfer or\nexchange of a Certificate shall evidence the ownership of the same number of\nNormal Units or Stripped Units, as the case may be, and be entitled to the same\nbenefits and subject to the same obligations, under this Agreement as the Normal\nUnits or Stripped Units, as the case may be, evidenced by the Certificate\nsurrendered upon such registration of transfer or exchange.\n\n\n\n\n                                       20\n\n\n\n\n\n         (e) Every Certificate presented or surrendered for registration of\ntransfer or for exchange shall (if so required by the Purchase Contract Agent)\nbe duly endorsed, or be accompanied by a written instrument of transfer in form\nsatisfactory to the Company and the Purchase Contract Agent duly executed, by\nthe Holder thereof or its attorney duly authorized in writing.\n\n         (f) No service charge shall be made for any registration of transfer or\nexchange of a Certificate, but the Company and the Purchase Contract Agent may\nrequire payment from the Holder of a sum sufficient to cover any tax or other\ngovernmental charge that may be imposed in connection with any registration of\ntransfer or exchange of Certificates, other than any exchanges pursuant to\nSections 3.6, 3.9 and 8.5 not involving any transfer.\n\n         (g) Notwithstanding the foregoing, the Company shall not be obligated\nto execute and deliver to the Purchase Contract Agent, and the Purchase Contract\nAgent shall not be obligated to authenticate, execute on behalf of the Holder\nand deliver any Certificate presented or surrendered for registration of\ntransfer or for exchange on or after the Business Day immediately preceding the\nearlier of the Stock Purchase Date or the Termination Date. In lieu of delivery\nof a new Certificate, upon satisfaction of the applicable conditions specified\nabove in this Section and receipt of appropriate registration or transfer\ninstructions from such Holder, the Purchase Contract Agent shall (i) if the\nStock Purchase Date has occurred, deliver the shares of Common Stock issuable in\nrespect of the Purchase Contracts forming a part of the Units evidenced by such\nCertificate, (ii) in the case of Normal Units, if a Termination Event shall have\noccurred prior to the Stock Purchase Date, transfer the Trust Preferred\nSecurities or the appropriate Treasury Consideration, as applicable, relating to\nsuch Normal Units, or (iii) in the case of Stripped Units, if a Termination\nEvent shall have occurred prior to the Stock Purchase Date, transfer the\nTreasury Securities relating to such Stripped Units, in each case subject to the\napplicable conditions and in accordance with the applicable provisions of\nArticle Five.\n\n         Section 3.6. Book-Entry Interests. The Certificates, on original\nissuance, will be issued in the form of one or more, fully registered Global\nCertificates, to be delivered to the Depositary by, or on behalf of, the\nCompany. Such Global Certificate shall initially be registered on the books and\nrecords of the Company in the name of Cede &amp; Co., the nominee of the Depositary,\nand no Beneficial Owner will receive a definitive Certificate representing such\nBeneficial Owner's interest in such Global Certificate, except as provided in\nSection 3.9. The Purchase Contract Agent shall enter into an agreement with the\nDepositary if so requested by the Company. Unless and until definitive, fully\nregistered Certificates have been issued to Beneficial Owners pursuant to\nSection 3.9:\n\n                  (a) the provisions of this Section 3.6 shall be in full force\n         and effect;\n\n                  (b) the Company shall be entitled to deal with the Clearing\n         Agency for all purposes of this Agreement (including making Contract\n         Adjustment Payments and receiving approvals, votes or consents\n         hereunder) as the Holder of the Units and the sole holder of the Global\n         Certificate(s) and shall have no obligation to the Beneficial Owners;\n\n\n\n\n                                       21\n\n\n\n\n                  (c) to the extent that the provisions of this Section 3.6\n         conflict with any other provisions of this Agreement, the provisions of\n         this Section 3.6 shall control; and\n\n                  (d) the rights of the Beneficial Owners shall be exercised\n         only through the Clearing Agency and shall be limited to those\n         established by law and agreements between such Beneficial Owners and\n         the Clearing Agency and\/or the Clearing Agency Participants. The\n         Clearing Agency will make book-entry transfers among Clearing Agency\n         Participants.\n\n         Section 3.7. Notices to Holders. Whenever a notice or other\ncommunication to the Holders is required to be given under this Agreement, the\nCompany or the Company's agent shall give such notices and communications to the\nHolders and, with respect to any Units registered in the name of a Clearing\nAgency or the nominee of a Clearing Agency, the Company or the Company's agent\nshall, except as set forth herein, have no obligations to the Beneficial Owners.\n\n         Section 3.8. Appointment of Successor Clearing Agency. If any Clearing\nAgency elects to discontinue its services as securities depositary with respect\nto the Units, the Company may, in its sole discretion, appoint a successor\nClearing Agency with respect to the Units.\n\n         Section 3.9. Definitive Certificates. If (i) a Clearing Agency elects\nto discontinue its services as securities depositary with respect to the Units\nand a successor Clearing Agency is not appointed within 90 days after such\ndiscontinuance pursuant to Section 3.8, (ii) the Company elects to terminate the\nbook-entry system through the Clearing Agency with respect to the Units, or\n(iii) there shall have occurred and be continuing a default by the Company in\nrespect of its obligations under one or more Purchase Contracts, then upon\nsurrender of the Global Certificates representing the Book-Entry Interests with\nrespect to the Units by the Clearing Agency, accompanied by registration\ninstructions, the Company shall cause definitive Certificates to be delivered to\nBeneficial Owners in accordance with the instructions of the Clearing Agency.\nThe Company shall not be liable for any delay in delivery of such instructions\nand may conclusively rely on and shall be protected in relying on, such\ninstructions.\n\n         Section 3.10. Mutilated, Destroyed, Lost and Stolen Certificates(a) .\nIf any mutilated Certificate is surrendered to the Purchase Contract Agent, the\nCompany shall execute and deliver to the Purchase Contract Agent, and the\nPurchase Contract Agent shall authenticate, execute on behalf of the Holder, and\ndeliver in exchange therefor, a new Certificate at the cost of the Holder,\nevidencing the same number of Normal Units or Stripped Units, as the case may\nbe, and bearing a Certificate number not contemporaneously outstanding.\n\n         (b) If there shall be delivered to the Company and the Purchase\nContract Agent (i) evidence to their satisfaction of the destruction, loss or\ntheft of any Certificate, and (ii) such security or indemnity at the cost of the\nHolder as may be required by them to hold each of them and any agent of any of\nthem harmless, then, in the absence of notice to the Company or the Purchase\nContract Agent that such Certificate has been acquired by a potential purchaser,\nthe Company shall execute and deliver to the Purchase Contract Agent, and the\nPurchase Contract\n\n\n\n\n                                       22\n\n\n\n\nAgent shall authenticate, execute on behalf of the Holder, and deliver to the\nHolder, in lieu of any such destroyed, lost or stolen Certificate, a new\nCertificate, evidencing the same number of Normal Units or Stripped Units, as\nthe case may be, and bearing a Certificate number not contemporaneously\noutstanding.\n\n         (c) Notwithstanding the foregoing, the Company shall not be obligated\nto execute and deliver to the Purchase Contract Agent, and the Purchase Contract\nAgent shall not be obligated to authenticate, execute on behalf of the Holder,\nand deliver to the Holder, a Certificate on or after the Business Day\nimmediately preceding the earlier of the Stock Purchase Date or the Termination\nDate. In lieu of delivery of a new Certificate, upon satisfaction of the\napplicable conditions specified above in this Section and receipt of appropriate\nregistration or transfer instructions from such Holder, the Purchase Contract\nAgent shall (i) if the Stock Purchase Date has occurred, deliver the shares of\nCommon Stock issuable in respect of the Purchase Contracts forming a part of the\nUnits evidenced by such Certificate, or (ii) if a Termination Event shall have\noccurred prior to the Stock Purchase Date, transfer the Trust Preferred\nSecurities, the appropriate Treasury Consideration or the Treasury Securities,\nas the case may be, evidenced thereby, in each case subject to the applicable\nconditions and in accordance with the applicable provisions of Article Five.\n\n         (d) Upon the issuance of any new Certificate under this Section, the\nCompany and the Purchase Contract Agent may require the payment by the Holder of\na sum sufficient to cover any tax or other governmental charge that may be\nimposed in relation thereto and any other expenses (including the fees and\nexpenses of the Purchase Contract Agent) connected therewith.\n\n         (e) Every new Certificate issued pursuant to this Section in lieu of\nany destroyed, lost or stolen Certificate shall evidence ownership of the same\nnumber of Normal Units or Stripped Unit, as the case may be, and be entitled to\nthe same benefits and subject to the same obligations, under this Agreement as\nthe Normal or Stripped Units, as the case may be, evidenced by the destroyed,\nlost or mutilated Certificate, whether or not the destroyed, lost or stolen\nCertificate (and the Units evidenced thereby) shall be at any time enforceable\nby anyone, and shall be entitled to all the benefits and be subject to all the\nobligations of this Agreement equally and proportionately with any and all other\nCertificates delivered hereunder.\n\n         (f) The provisions of this Section are exclusive and shall preclude (to\nthe extent lawful) all other rights and remedies with respect to the replacement\nor payment of mutilated, destroyed, lost or stolen Certificates.\n\n         Section 3.11. Persons Deemed Owners. Prior to due presentment of a\nCertificate for registration of transfer, the Company and the Purchase Contract\nAgent, and any agent of the Company or the Purchase Contract Agent, may treat\nthe Person in whose name such Certificate is registered as the owner of the\nUnits evidenced thereby, for the purpose of receiving distributions on the Trust\nPreferred Securities, receiving Contract Adjustment Payments, performance of the\nPurchase Contracts and for all other purposes whatsoever, whether or not any\nsuch distributions or the Contract Adjustment Payments payable in respect of the\nPurchase Contracts constituting part of the Unit evidenced thereby shall be\noverdue and notwithstanding\n\n\n\n\n                                       23\n\n\n\n\n\nany notice to the contrary, and neither the Company nor the Purchase Contract\nAgent, nor any agent of the Company or the Purchase Contract Agent, shall be\naffected by notice to the contrary.\n\n         Notwithstanding the foregoing, with respect to any Global Certificate,\nnothing herein shall prevent the Company, the Purchase Contract Agent or any\nagent of the Company or the Purchase Contract Agent, from giving effect to any\nwritten certification, proxy or other authorization furnished by any Clearing\nAgency (or its nominee), as a Holder, with respect to such Global Certificate or\nimpair, as between such Clearing Agency and owners of beneficial ownership\ninterests in such Global Certificate, the operation of customary practices\ngoverning the exercise of rights of such Clearing Agency (or its nominee) as\nHolder of such Global Certificate.\n\n         Section 3.12. Cancellation. All Certificates surrendered (a) for\ndelivery of shares of Common Stock on or after any Settlement Date; (b) upon the\ntransfer of Trust Preferred Securities, the appropriate Treasury Consideration\nor Treasury Securities, as the case may be, after the occurrence of a\nTermination Event; (c) upon the registration of a transfer or exchange of a Unit\nshall, if surrendered to any Person other than the Purchase Contract Agent, be\ndelivered to the Purchase Contract Agent and, if not already cancelled, shall be\npromptly cancelled by it. The Company may at any time deliver to the Purchase\nContract Agent for cancellation any Certificates previously authenticated,\nexecuted and delivered hereunder which the Company may have acquired in any\nmanner whatsoever, and all Certificates so delivered shall, upon Issuer Order,\nbe promptly cancelled by the Purchase Contract Agent. No Certificates shall be\nauthenticated, executed on behalf of the Holder and delivered in lieu of or in\nexchange for any Certificates cancelled as provided in this Section, except as\nexpressly permitted by this Agreement. All cancelled Certificates held by the\nPurchase Contract Agent shall be disposed of by the Purchase Contract Agent in\naccordance with its customary procedures, unless otherwise directed by Issuer\nOrder.\n\n         If the Company or any Affiliate of the Company shall acquire any\nCertificate, such acquisition shall not operate as a cancellation of such\nCertificate unless and until such Certificate is delivered to the Purchase\nContract Agent cancelled or for cancellation.\n\n         Section 3.13. Establishment of Stripped Units. A Holder may separate\nthe Pledged Trust Preferred Securities or Pledged Treasury Consideration, as\napplicable, from the related Purchase Contracts in respect of the Normal Units\nheld by such Holder by substituting for such Pledged Trust Preferred Securities\nor Pledged Treasury Consideration, as the case may be, Treasury Securities that\nwill pay an amount equal to the aggregate Stated Amount of such Normal Units (a\n\"Collateral Substitution\"), at any time from and after the date of this\nAgreement and on or prior to the second Business Day immediately preceding the\nStock Purchase Date, by (a) depositing with the Collateral Agent Treasury\nSecurities having an aggregate principal amount equal to the aggregate Stated\nAmount of such Normal Units, and (b) transferring the related Normal Units to\nthe Purchase Contract Agent accompanied by a notice to the Purchase Contract\nAgent, substantially in the form of Exhibit D hereto, stating that the Holder\nhas transferred the relevant amount of Treasury Securities to the Collateral\nAgent and requesting that the Purchase Contract Agent instruct the Collateral\nAgent to release the Pledged Trust Preferred\n\n\n\n\n                                       24\n\n\n\n\n\nSecurities or Pledged Treasury Consideration, as the case may be, underlying\nsuch Normal Units, whereupon the Purchase Contract Agent shall promptly give\nsuch instruction to the Collateral Agent, substantially in the form of Exhibit C\nhereto. Notwithstanding the foregoing, a Holder may not separate the Pledged\nTrust Preferred Securities or Pledged Treasury Consideration, as the case may\nbe, from the related Purchase Contracts in respect of the Normal Units held by\nsuch Holder during the periods beginning on the fourth Business Day prior to the\nRemarketing Date or any Subsequent Remarketing Date, as the case may be, and\nending on the expiration of the third Business Day following such dates. Upon\nreceipt of the Treasury Securities described in clause (a) above and the\ninstruction described in clause (b) above, in accordance with the terms of the\nPledge Agreement, the Collateral Agent will release to the Purchase Contract\nAgent, on behalf of the Holder, such Pledged Trust Preferred Securities or\nPledged Treasury Consideration, as the case may be, from the Pledge, free and\nclear of the Company's security interest therein, and upon receipt thereof the\nPurchase Contract Agent shall promptly:\n\n                  (i) cancel the related Normal Units;\n\n                  (ii) transfer the Pledged Trust Preferred Securities or\n         Pledged Treasury Consideration, as the case may be, to the Holder; and\n\n                  (iii) authenticate, execute on behalf of such Holder and\n         deliver a Stripped Units Certificate executed by the Company to the\n         Holder in accordance with Section 3.3 evidencing the same number of\n         Purchase Contracts as were evidenced by the cancelled Normal Units.\n\n         Holders who elect to separate the Pledged Trust Preferred Securities or\nPledged Treasury Consideration, as the case may be, from the related Purchase\nContract and to substitute Treasury Securities for such Pledged Trust Preferred\nSecurities or Pledged Treasury Consideration, as the case may be, shall be\nresponsible for any fees or expenses payable to the Collateral Agent for its\nservices as Collateral Agent in respect of the substitution, and the Company\nshall not be responsible for any such fees or expenses.\n\n         Holders may make Collateral Substitutions (i) if Treasury Securities\nare being substituted for Pledged Trust Preferred Securities, only in integral\nmultiples of 20 Normal Units, or (ii) if the Collateral Substitutions occur\nafter the Remarketing Date or any Subsequent Remarketing Date or a Tax Event\nRedemption, as the case may be, only in integral multiples of Normal Units such\nthat the Treasury Securities to be deposited and the Treasury Consideration to\nbe released are in integral multiples of $1,000.\n\n         In the event a Holder making a Collateral Substitution pursuant to this\nSection 3.13 fails to effect a book-entry transfer of the Normal Units or fails\nto deliver a Normal Units Certificate to the Purchase Contract Agent after\ndepositing Treasury Securities with the Collateral Agent, the Pledged Trust\nPreferred Securities or Pledged Treasury Consideration, as the case may be,\nconstituting a part of such Normal Units, and any distributions on such Pledged\nTrust Preferred Securities or Pledged Treasury Consideration, as the case may\nbe, shall be held in the name of the Purchase Contract Agent or its nominee in\ntrust for the benefit of such Holder, until such Normal Units are so transferred\nor the Normal Units Certificate is so delivered, as the\n\n\n\n\n                                       25\n\n\n\n\n\ncase may be, or, with respect to a Normal Units Certificate, such Holder\nprovides evidence satisfactory to the Company and the Purchase Contract Agent\nthat such Normal Units Certificate has been destroyed, lost or stolen, together\nwith any indemnity that may be required by the Purchase Contract Agent and the\nCompany.\n\n         Except as described in this Section 3.13, for so long as the Purchase\nContract underlying a Normal Unit remains in effect, such Normal Unit shall not\nbe separable into its constituent parts, and the rights and obligations of the\nHolder of such Normal Unit in respect of the Trust Preferred Security or the\nappropriate Treasury Consideration, as the case may be, and the Purchase\nContract comprising such Normal Unit may be acquired, and may be transferred and\nexchanged, only as a Normal Unit.\n\n         Section 3.14. Reestablishment of Normal Units. A Holder of Stripped\nUnits may reestablish Normal Units at any time from and after the date of this\nAgreement and on or before the second Business Day immediately preceding the\nStock Purchase Date, if a Tax Event has not occurred, by (a) depositing with the\nCollateral Agent the Trust Preferred Securities or the appropriate Treasury\nConsideration (and identified by reference to the Treasury Consideration then\ncomprising Normal Units), as the case may be, then comprising such number of\nNormal Units as is equal to such Stripped Units and (b) transferring such\nStripped Units to the Purchase Contract Agent accompanied by a notice to the\nPurchase Contract Agent, substantially in the form of Exhibit D hereto, stating\nthat the Holder has transferred the relevant amount of Trust Preferred\nSecurities or the appropriate Treasury Consideration, as the case may be, to the\nCollateral Agent and requesting that the Purchase Contract Agent instruct the\nCollateral Agent to release the Pledged Treasury Securities underlying such\nStripped Unit, whereupon the Purchase Contract Agent shall promptly give such\ninstruction to the Collateral Agent, substantially in the form of Exhibit C\nhereto. Notwithstanding the foregoing, a Holder may not reestablish Normal Units\nduring the periods beginning on the fourth Business Day prior to the Remarketing\nDate or any Subsequent Remarketing Date, as the case may be, and ending on the\nexpiration of the third Business Day following such dates. Upon receipt of the\nTrust Preferred Securities or the appropriate Treasury Consideration, as the\ncase may be, described in clause (a) above and the instruction described in\nclause (b) above, in accordance with the terms of the Pledge Agreement, the\nCollateral Agent will release to the Purchase Contract Agent, on behalf of the\nHolder, such Pledged Treasury Securities from the Pledge, free and clear of the\nCompany's security interest therein, and upon receipt thereof the Purchase\nContract Agent shall promptly:\n\n                  (i) cancel the related Stripped Units;\n\n                  (ii) transfer the Pledged Treasury Securities to the Holder;\n         and\n\n                  (iii) authenticate, execute on behalf of such Holder and\n         deliver a Normal Units Certificate executed by the Company to the\n         Holder in accordance with Section 3.3 evidencing the same number of\n         Purchase Contracts as were evidenced by the cancelled Stripped Units.\n\n         Holders of Stripped Units may reestablish Normal Units (i) only in\nintegral multiples of 20 Stripped Units for 20 Normal Units or (ii) if the\nreestablishment occurs after the\n\n\n\n\n                                       26\n\n\n\n\nRemarketing Date, any Subsequent Remarketing Date or a Tax Event Redemption,\nonly in integral multiples of Stripped Units such that the Treasury\nConsideration to be deposited and the Treasury Securities to be released are in\nintegral multiples of $1,000.\n\n         Except as provided in this Section 3.14, for so long as the Purchase\nContract underlying a Stripped Unit remains in effect, such Stripped Unit shall\nnot be separable into its constituent parts, and the rights and obligations of\nthe Holder of such Stripped Unit in respect of the Treasury Security and\nPurchase Contract comprising such Stripped Unit may be acquired, and may be\ntransferred and exchanged, only as a Stripped Unit.\n\n         Section 3.15. Transfer of Collateral upon Occurrence of Termination\nEvent. Upon the occurrence of a Termination Event and the transfer to the\nPurchase Contract Agent of the Trust Preferred Securities, the appropriate\nTreasury Consideration or the Treasury Securities, as the case may be,\nunderlying the Normal Units and the Stripped Units pursuant to the terms of the\nPledge Agreement, the Purchase Contract Agent shall request transfer\ninstructions with respect to such Trust Preferred Securities or the appropriate\nTreasury Consideration or Treasury Securities, as the case may be, from each\nHolder by written request mailed to such Holder at its address as it appears in\nthe Normal Units Register or the Stripped Units Register, as the case may be.\nUpon book-entry transfer of the Normal Units or Stripped Units or delivery of a\nNormal Units Certificate or Stripped Units Certificate to the Purchase Contract\nAgent with such transfer instructions, the Purchase Contract Agent shall\ntransfer the Trust Preferred Securities, the appropriate Treasury Consideration\nor Treasury Securities, as the case may be, underlying such Normal Units or\nStripped Units, as the case may be, to such Holder by book-entry transfer, or\nother appropriate procedures, in accordance with such instructions. In the event\na Holder of Normal Units or Stripped Units fails to effect such transfer or\ndelivery, the Trust Preferred Securities, the appropriate Treasury Consideration\nor Treasury Securities, as the case may be, underlying such Normal Units or\nStripped Units, as the case may be, and any distributions thereon, shall be held\nin the name of the Purchase Contract Agent or its nominee in trust for the\nbenefit of such Holder, until such Normal Units or Stripped Units are\ntransferred or the Normal Units Certificate or Stripped Units Certificate is\nsurrendered or such Holder provides satisfactory evidence that such Normal Units\nCertificate or Stripped Units Certificate has been destroyed, lost or stolen,\ntogether with any indemnity that may be required by the Purchase Contract Agent\nand the Company.\n\n         Section 3.16. No Consent to Assumption. Each Holder of a Unit, by\nacceptance thereof, shall be deemed expressly to have withheld any consent to\nthe assumption under Section 365 of the Bankruptcy Code or otherwise, of the\nPurchase Contract by the Company, any receiver, liquidator or person or entity\nperforming similar functions or its trustee in the event that the Company\nbecomes the debtor under the Bankruptcy Code or subject to other similar state\nor federal law providing for reorganization or liquidation.\n\n\n\n\n                                       27\n\n\n\n\n\n                   ARTICLE IV. THE TRUST PREFERRED SECURITIES\n\n         Section 4.1. Payment of Distribution; Rights to Distributions\nPreserved; Notice. A distribution on any Trust Preferred Security or a payment\non any Treasury Consideration, as the case may be, which is paid on any Payment\nDate shall, subject to receipt thereof by the Purchase Contract Agent from the\nCollateral Agent as provided by the terms of the Pledge Agreement, be paid to\nthe Person in whose name the Normal Units Certificate (or one or more\nPredecessor Normal Units Certificates) of which such Trust Preferred Security or\nthe appropriate Treasury Consideration, as the case may be, is a part is\nregistered at the close of business on the Record Date for such Payment Date.\n\n         Each Normal Units Certificate evidencing Trust Preferred Securities\ndelivered under this Agreement upon registration of transfer of or in exchange\nfor or in lieu of any other Normal Units Certificate shall carry the rights to\ndistributions accumulated and unpaid, and to accumulate distributions, which\nwere carried by the Trust Preferred Securities underlying such other Normal\nUnits Certificate.\n\n         In the case of any Normal Unit with respect to which Early Settlement\nof the underlying Purchase Contract is effected on an Early Settlement Date, or\nwith respect to which Merger Early Settlement of the underlying Purchase\nContract is effected on a Merger Early Settlement Date, or with respect to which\na Collateral Substitution is effected, in each case on a date that is after any\nRecord Date and on or prior to the next succeeding Payment Date, distributions\non the Trust Preferred Security or payments on the appropriate Treasury\nConsideration, as the case may be, underlying such Normal Unit otherwise payable\non such Payment Date shall be payable on such Payment Date notwithstanding such\nEarly Settlement, Merger Early Settlement or Collateral Substitution, as the\ncase may be, and such distributions shall, subject to receipt thereof by the\nPurchase Contract Agent, be payable to the Person in whose name the Normal Units\nCertificate (or one or more Predecessor Normal Unit Certificates) was registered\nat the close of business on the Record Date. Except as otherwise expressly\nprovided in the immediately preceding sentence, in the case of any Normal Unit\nwith respect to which Early Settlement or Merger Early Settlement of the\nunderlying Purchase Contract is effected, or with respect to which a Collateral\nSubstitution has been effected, distributions on the related Trust Preferred\nSecurities or payments on the appropriate Treasury Consideration, as the case\nmay be, that would otherwise be payable after the applicable Settlement Date or\nafter such Collateral Substitution, as the case may be, shall not be payable\nhereunder to the Holder of such Normal Unit; provided, that to the extent that\nsuch Holder continues to hold the separated Trust Preferred Securities that\nformerly comprised a part of such Holder's Normal Units, such Holder shall be\nentitled to receive the distributions on such separated Trust Preferred\nSecurities.\n\n         Section 4.2. Notice and Voting. Under the terms of the Pledge\nAgreement, the Purchase Contract Agent will be entitled to exercise the voting\nand any other consensual rights pertaining to the Pledged Trust Preferred\nSecurities but only to the extent instructed by the Holders as described below.\nUpon receipt of notice of any meeting at which holders of Trust Preferred\nSecurities are entitled to vote or upon any solicitation of consents, waivers or\nproxies of holders of Trust Preferred Securities, the Purchase Contract Agent\nshall, as soon as practicable \n\n\n\n\n                                       28\n\n\n\n\nthereafter, mail to the Holders of Normal Units a notice (a) containing such\ninformation as is contained in the notice or solicitation, (b) stating that each\nHolder on the record date set by the Purchase Contract Agent therefor (which, to\nthe extent possible, shall be the same date as the record date for determining\nthe holders of Trust Preferred Securities entitled to vote) shall be entitled to\ninstruct the Purchase Contract Agent as to the exercise of the voting rights\npertaining to the Pledged Trust Preferred Securities underlying their Normal\nUnits and (c) stating the manner in which such instructions may be given. Upon\nthe written request of the Holders of Normal Units on such record date, the\nPurchase Contract Agent shall endeavor insofar as practicable to vote or cause\nto be voted, in accordance with the instructions set forth in such requests, the\nmaximum number of Pledged Trust Preferred Securities as to which any particular\nvoting instructions are received. In the absence of specific instructions from\nthe Holder of a Normal Unit, the Purchase Contract Agent shall abstain from\nvoting the Pledged Trust Preferred Security underlying such Normal Unit. The\nCompany hereby agrees, if applicable, to solicit Holders of Normal Units to\ntimely instruct the Purchase Contract Agent in order to enable the Purchase\nContract Agent to vote such Pledged Trust Preferred Securities.\n\n         Section 4.3. Distribution of Notes(a) . Upon a voluntary or involuntary\ndissolution of the Trust in accordance with the Declaration, the Liquidation\nDistribution shall be delivered to the Collateral Agent in exchange for the\nPledged Trust Preferred Securities. Thereafter, the applicable part of the\nLiquidation Distribution will be substituted for the Pledged Trust Preferred\nSecurities, and will be held by the Collateral Agent in accordance with the\nterms of the Pledge Agreement to secure the obligations of each Holder of Normal\nUnits to purchase the Common Stock of the Company under the Purchase Contracts\nconstituting a part of such Normal Units. The remaining portion of the\nLiquidation Distribution shall be distributed to the Holders of Separate Trust\nPreferred Securities (as defined in the Pledge Agreement). Following a voluntary\nor involuntary dissolution of the Trust, the Holders and the Collateral Agent\nshall have such security interests, rights and obligations with respect to the\nLiquidation Distribution as the Holders and the Collateral Agent had in respect\nof the Pledged Trust Preferred Securities as provided in Articles II, III, IV, V\nand VI of the Pledge Agreement, and, unless the context otherwise requires, any\nreference herein to the Trust Preferred Securities or Pledged Trust Preferred\nSecurities shall be deemed to be a reference to such Notes. The Company may\ncause to be made in any Normal Units Certificates thereafter to be issued such\nchange in phraseology and form (but not in substance) as may be appropriate to\nreflect the liquidation of the Trust and the substitution of Notes for Trust\nPreferred Securities as Collateral.\n\n         (b) Upon the occurrence of a Tax Event Redemption prior to the Stock\nPurchase Date, the Redemption Price payable on the Tax Event Redemption Date\nwith respect to the Applicable Principal Amount shall be deposited in the\nCollateral Account in exchange for the Pledged Trust Preferred Securities.\nThereafter, pursuant to the terms of the Pledge Agreement, the Collateral Agent\nshall cause the Securities Intermediary to apply an amount equal to the\nRedemption Amount of such Redemption Price to purchase on behalf of the Holders\nof Normal Units the Treasury Portfolio and promptly remit the remaining portion\nof such Redemption Price, if any, to the Agent for payment to the Holders of\nsuch Normal Units. The Applicable Ownership Interest (as specified in clause (A)\nof the definition of such term) of the Treasury Portfolio will be substituted as\nCollateral for the Pledged Trust Preferred Securities, and will be \n\n\n\n\n                                       29\n\n\n\n\n\nheld by the Collateral Agent in accordance with the terms of the Pledge\nAgreement to secure the obligation of each Holder of Normal Units to purchase\nthe Common Stock of the Company under the Purchase Contract constituting a part\nof such Normal Units. The Applicable Ownership Interest (as specified in clause\n(B) of the definition of such term) of the Treasury Portfolio shall be\ntransferred by the Securities Intermediary to the Purchase Contract Agent, free\nand clear of any lien, pledge or security interest created by the Pledge\nAgreement. Following the occurrence of a Tax Event Redemption prior to the Stock\nPurchase Date, the Holders of Normal Units and the Collateral Agent shall have\nsuch security interest rights and obligations with respect to the Applicable\nOwnership Interest (as specified in clause (A) of the definition of such term)\nof the Treasury Portfolio as the Holders of Normal Units and the Collateral\nAgent had in respect of the Trust Preferred Securities, as the case may be,\nsubject to the Pledge thereof as provided in Articles II, III, IV, V, and VI of\nthe Pledge Agreement, and any reference herein to Trust Preferred Securities\nshall be deemed to be reference to such Treasury Portfolio. The Company may\ncause to be made in any Normal Units Certificates thereafter to be issued such\nchange in phraseology and form (but not in substance) as may be appropriate to\nreflect the liquidation of the Trust and the substitution of the Applicable\nOwnership Interest (as specified in clause (A) of the definition of such term)\nof the Treasury Portfolio for Treasury Securities or Trust Preferred Securities\nas Collateral. If a Tax Event Redemption occurs after the Stock Purchase Date,\nthe Treasury Portfolio will not be purchased and the proceeds applicable to the\nTrust Preferred Securities will be distributed to the Purchase Contract Agent\nfor payment to the holders of the Trust Preferred Securities. If a Tax Event\nRedemption occurs, Holders of Securities that are not part of the Units will\ndirectly receive proceeds from the redemption of the Notes.\n\n\n               ARTICLE V. THE PURCHASE CONTRACTS; THE REMARKETING\n\n         Section 5.1. Purchase of Shares of Common Stock. Each Purchase Contract\nshall, unless an Early Settlement has occurred in accordance with Section 5.7,\nor a Merger Early Settlement has occurred in accordance with Section 5.8,\nobligate the Holder of the related Unit to purchase, and the Company to sell, on\nthe Stock Purchase Date at a price equal to $50 (the \"Purchase Price\"), a number\nof newly issued shares of Common Stock equal to the Settlement Rate unless, on\nor prior to the Stock Purchase Date, there shall have occurred a Termination\nEvent with respect to the Unit of which such Purchase Contract is a part. The\n\"Settlement Rate\" is equal to (a) if the Applicable Market Value (as defined\nbelow) is equal to or greater than $33.55 (the \"Threshold Appreciation Price\"),\n1.4903 shares of Common Stock per Purchase Contract, (b) if the Applicable\nMarket Value is less than the Threshold Appreciation Price, but is greater than\n$27.50, the number of shares of Common Stock per Purchase Contract equal to the\nStated Amount of the related Unit divided by the Applicable Market Value and (c)\nif the Applicable Market Value is less than or equal to $27.50, 1.8182 shares of\nCommon Stock per Purchase Contract, in each case subject to adjustment as\nprovided in Section 5.4 (and in each case rounded upward or downward to the\nnearest 1\/10,000th of a share). As provided in Section 5.10, no fractional\nshares of Common Stock will be issued upon settlement of Purchase Contracts.\n\n\n\n\n                                       30\n\n\n\n\n\n         The \"Applicable Market Value\" means the average of the Closing Price\nper share of Common Stock on each of the 20 consecutive Trading Days ending on\nthe third Trading Day immediately preceding the Stock Purchase Date.\n\n         The \"Closing Price\" of the Common Stock on any date of determination\nmeans the closing sale price (or, if no closing price is reported, the last\nreported sale price) of the Common Stock on the New York Stock Exchange (the\n\"NYSE\") on such date or, if the Common Stock is not listed for trading on the\nNYSE on any such date, the closing sale price per share as reported in the\ncomposite transactions for the principal United States securities exchange on\nwhich the Common Stock is so listed, or if the Common Stock is not so listed on\na United States national or regional securities exchange, as reported by The\nNasdaq Stock Market, or, if the Common Stock is not so reported, the last quoted\nbid price for the Common Stock in the over-the-counter market as reported by the\nNational Quotation Bureau or similar organization, or, if such bid price is not\navailable, the market value of the Common Stock on such date as determined by a\nnationally recognized independent investment banking firm retained for this\npurpose by the Company.\n\n         A \"Trading Day\" means a day on which the Common Stock (A) is not\nsuspended from trading on any national or regional securities exchange or\nassociation or over-the-counter market at the close of business and (B) has\ntraded at least once on the national or regional securities exchange or\nassociation or over-the-counter market that is the primary market for the\ntrading of the Common Stock.\n\n         Each Holder of a Unit, by its acceptance thereof, irrevocably\nauthorizes the Purchase Contract Agent to enter into and perform the related\nPurchase Contract on its behalf as its attorney-in-fact (including the execution\nof Certificates on behalf of such Holder), agrees to be bound by the terms and\nprovisions thereof, covenants and agrees to perform its obligations under such\nPurchase Contracts, and consents to the provisions hereof, irrevocably\nauthorizes the Purchase Contract Agent as its attorney-in-fact to enter into and\nperform the Pledge Agreement on its behalf as its attorney-in-fact, and consents\nto and agrees to be bound by the Pledge of the Trust Preferred Securities, the\nappropriate Treasury Consideration or the Treasury Securities pursuant to the\nPledge Agreement; provided that upon a Termination Event, the rights of the\nHolder of such Unit under the Purchase Contract may be enforced without regard\nto any other rights or obligations. Each Holder of a Unit, by its acceptance\nthereof, further covenants and agrees, that, to the extent and in the manner\nprovided in Section 5.2 and the Pledge Agreement, but subject to the terms\nthereof, payments in respect of the Trust Preferred Securities, the appropriate\nTreasury Consideration or the Treasury Securities to be paid upon settlement of\nsuch Holder's obligations to purchase Common Stock under the Purchase Contract,\nshall be paid on the Stock Purchase Date by the Collateral Agent to the Company\nin satisfaction of such Holder's obligations under such Purchase Contract.\n\n         Upon registration of transfer of a Certificate, the transferee shall be\nbound (without the necessity of any other action on the part of such transferee)\nunder the terms of this Agreement, the Purchase Contracts underlying such\nCertificate and the Pledge Agreement, and the transferor shall be released from\nthe obligations under this Agreement, the Purchase \n\n\n\n\n                                       31\n\n\n\n\n\nContracts underlying the Certificates so transferred and the Pledge Agreement.\nThe Company covenants and agrees, and each Holder of a Certificate, by its\nacceptance thereof, likewise covenants and agrees, to be bound by the provisions\nof this paragraph.\n\n         Section 5.2. Payment of Purchase Price; Remarketing. (a) Unless a Tax\nEvent Redemption or a Termination Event has occurred or a Holder of a Unit has\nsettled the underlying Purchase Contract through an Early Settlement pursuant to\nSection 5.7 or a Merger Early Settlement pursuant to Section 5.8, the settlement\nof the Purchase Contract underlying a Unit will be made in accordance with this\nSection 5.2.\n\n         (b) (i) The Company shall engage a nationally recognized investment\nbank to act as Remarketing Agent (the \"Remarketing Agent\") pursuant to the\nRemarketing Agreement (substantially in the form attached hereto as Exhibit E,\nwith such changes and modifications as the parties thereto agree on) to sell the\nTrust Preferred Securities of Holders of Normal Units, other than Holders that\nhave elected not to participate in the remarketing pursuant to (iv) below, and\nholders of Separate Trust Preferred Securities that have elected to participate\nin the remarketing pursuant to Section 4.5(c) of the Pledge Agreement. On the\nseventh Business Day prior to February 15 2004, the Purchase Contract Agent\nshall give Holders of Normal Units and holders of Separate Trust Preferred\nSecurities notice of remarketing in a daily newspaper in the English language of\ngeneral circulation in The City of New York, which is expected to be The Wall\nStreet Journal, including the specific U.S. Treasury security or securities\n(including the CUSIP number and\/or the principal terms of such Treasury security\nor securities) described in clause (iv) below, that must be delivered by Holders\nof Normal Units that elect not to participate in the remarketing pursuant to\n(iv) below, no later than 10:00 a.m. on the first Business Day immediately\npreceding the Remarketing Date. The Purchase Contract Agent shall notify, by\n10:00 a.m., New York City time, on the first Business Day immediately preceding\nthe Remarketing Date, the Remarketing Agent and the Collateral Agent of the\naggregate number of Trust Preferred Securities of Normal Unit Holders to be\nremarketed. On the first Business Day immediately preceding the Remarketing\nDate, no later than by 10:00 a.m. New York City time, pursuant to the terms of\nthe Pledge Agreement, the Custodial Agent will notify the Remarketing Agent of\nthe aggregate number of Separate Trust Preferred Securities to be remarketed. On\nthe first Business Day immediately preceding the Remarketing Date, the\nCollateral Agent and the Custodial Agent, pursuant to the terms of the Pledge\nAgreement, will deliver for remarketing to the Remarketing Agent all Trust\nPreferred Securities to be remarketed. Upon receipt of such notice from the\nPurchase Contract Agent and the Custodial Agent and such Trust Preferred\nSecurities from the Collateral Agent and the Custodial Agent, the Remarketing\nAgent will, use its reasonable best efforts to sell such Trust Preferred\nSecurities on such date at a price equal to at least 100.25% of the Remarketing\nValue. The Remarketing Agent will use the proceeds from a successful remarketing\nto purchase the appropriate U.S. Treasury securities (the \"Agent-purchased\nTreasury Consideration\") with the CUSIP numbers, if any, selected by Remarketing\nAgent, described in clauses (i)(1) and (ii)(1) of the definition of Remarketing\nValue related to the Trust Preferred Securities of Holders of Normal Units that\nwere remarketed. On or prior to the third Business Day following the Remarketing\nDate, the Remarketing Agent shall deliver such Agent-purchased Treasury\nConsideration to the Agent, which shall thereupon deliver such Agent-purchased\nTreasury Consideration to the Collateral Agent. The Collateral Agent, for the\n\n\n\n\n                                       32\n\n\n\n\n\nbenefit of the Company, will thereupon apply such Agent-purchased Treasury\nConsideration, in accordance with the Pledge Agreement, to secure such Holders'\nobligations under the Purchase Contracts. The Remarketing Agent will deduct as a\nRemarketing Fee for itself an amount not exceeding 25 basis points (0.25%) of\nthe total proceeds from the remarketing. The Remarketing Agent will remit (1)\nthe portion of the proceeds from the remarketing attributable to the Separate\nTrust Preferred Securities to the holders of Separate Trust Preferred Securities\nthat were remarketed and (2) the remaining portion of the proceeds, less those\nproceeds used to purchase the Agent-purchased Treasury Consideration, to the\nPurchase Contract Agent for the benefit of the Holders of the Normal Units that\nwere remarketed, all determined on a pro rata basis, in each case, on or prior\nto the third Business Day following the Remarketing Date. Holders whose Trust\nPreferred Securities are so remarketed will not otherwise be responsible for the\npayment of any Remarketing Fee in connection therewith.\n\n         The \"Remarketing Value\" means the sum of (i) the value at the\nRemarketing Date or the Subsequent Remarketing Date, as the case may be, of U.S.\nTreasury securities that will pay, on or prior to the Quarterly Payment Date\nfalling on the Stock Purchase Date, an amount of cash equal to the aggregate\ndistributions that are scheduled to be payable on that Quarterly Payment Date,\non (1) the Trust Preferred Securities that are included in Normal Units and (2)\nthe Separate Trust Preferred Securities, in each case, which are participating\nin the remarketing, assuming for that purpose that (x) no distribution payment\non the Trust Preferred Securities will then have been deferred and (y) the\ndistribution rate on the Trust Preferred Securities is equal to the Coupon Rate,\n(ii) the value at the Remarketing Date or the Subsequent Remarketing Date, as\nthe case may be, of U.S. Treasury securities that will pay, on or prior to the\nStock Purchase Date, an amount of cash equal to the Stated Amount of (1) such\nTrust Preferred Securities that are included in Normal Units and (2) the\nSeparate Trust Preferred Securities, in each case, which are participating in\nthe remarketing, and (iii) Contract Adjustment Payments or if distribution\npayments on the Trust Preferred Securities are then being deferred, the amount\nequal to such deferred Contract Adjustment Payments or the aggregate unpaid\ndistribution payments on (1) the Trust Preferred Securities that are included in\nNormal Units and (2) the Separate Trust Preferred Securities, in each case,\nwhich are participating in the remarketing accumulated to the third Business Day\nfollowing the Remarketing Date or the Subsequent Remarketing Date, as the case\nmay be; provided that for purposes of clauses (i) and (ii), above, the\nRemarketing Value shall be calculated on the assumptions that (x) the U.S.\nTreasury securities are highly liquid and mature on or within 35 days prior to\nthe Stock Purchase Date, as determined in good faith by the Remarketing Agent in\na manner intended to minimize the Remarketing Value, and (y) the U.S. Treasury\nsecurities are valued based on the ask-side price of the Treasury securities at\na time between 9:00 a.m. and 11:00 a.m., New York City time, selected by the\nRemarketing Agent, on the Remarketing Date or Subsequent Remarketing Date, as\nthe case may be, as determined on a third-day settlement basis by a reasonably\nand customary means selected in good faith by the Remarketing Agent, plus\naccrued interest to that date.\n\n         (ii) If, in spite of using its commercially reasonable best efforts,\nthe Remarketing Agent cannot remarket the Trust Preferred Securities included in\nthe remarketing at a price equal to at least 100.25% of the Remarketing Value,\nthe remarketing will be deemed to have failed (a \"Failed Remarketing\"). If a\nFailed Remarketing occurs, within three Business Days following the \n\n\n\n\n                                       33\n\n\n\n\n\nRemarketing Date, the Remarketing Agent shall return any Trust Preferred\nSecurities delivered to it to the Collateral Agent and the Custodial Agent, as\napplicable. The Remarketing Agent may make one or more attempts to remarket the\nTrust Preferred Securities in accordance with the procedures set forth in this\nSection 5.2(b) and the Remarketing Agreement, provided that (i) the notice of\nany Subsequent Remarketing cannot be given until the Failed Remarketing notice\n(referred to below) has been published in respect of any immediately proceeding\nFailed Remarketing and (ii) the settlement date in respect of any Subsequent\nRemarketing must fall no later than on the Business Day immediately preceding\nthe Stock Purchase Date. If by the Stock Purchase Date the Remarketing Agent has\nfailed to remarket the Trust Preferred Securities at a price equal to at least\n100.25% of the Remarketing Value, in accordance with the terms of the Pledge \nAgreement, the Collateral Agent, for the benefit of the Company, may exercise \nits rights as a secured party with respect to such Trust Preferred Securities, \nincluding those actions specified in (b) (iii) below; provided that if upon a \nFailed Remarketing, the Collateral Agent exercises such rights for the benefit \nof the Company with respect to such Trust Preferred Securities, any accumulated \nand unpaid distributions on such Trust Preferred Securities will become payable \nby the Company to the Purchase Contract Agent for payment to the Holders of the \nNormal Units to which such Trust Preferred Securities relates. Such payment will\nbe made by the Company on or prior to 11:00 a.m., New York City time, on the \nStock Purchase Date in lawful money of the United States by certified or \ncashiers' check or wire transfer in immediately available funds payable to or \nupon the order of the Purchase Contract Agent. The Company will cause a notice \nof any Failed Remarketing to be published on the second Business Day following \nthe Remarketing Date and any Subsequent Remarketing Date, as the case may be, \nin a daily newspaper in the English language of general circulation in The City \nof New York, which is expected to be The Wall Street Journal.\n\n         (iii) With respect to any Trust Preferred Securities which constitute\npart of Normal Units which are subject to a Failed Remarketing, the Collateral\nAgent for the benefit of the Company reserves all of its rights as a secured\nparty with respect thereto and, subject to applicable law and paragraph (e)\nbelow, may, among other things, (x) retain such Trust Preferred Securities in\nfull satisfaction of the Holders' obligations under the Purchase Contracts or\n(y) sell such Trust Preferred Securities in one or more public or private sales.\n\n         (iv) A Holder of Normal Units may elect not to participate in the\nremarketing and retain the Trust Preferred Securities underlying such Units by\nnotifying the Purchase Contract Agent of such election and delivering the\nspecific U.S. Treasury security or securities (including the CUSIP number and\/or\nthe principal terms of such security or securities) identified by the Purchase\nContract Agent that constitute the U.S. Treasury securities described in clauses\n(i) and (ii) of the definition of Remarketing Value relating to the retained\nTrust Preferred Securities (as if only such Trust Preferred Securities were\nbeing remarketed) (\"Opt-out Treasury Consideration\") to the Purchase Contract\nAgent not later than 10:00 a.m. on the seventh Business Day prior to the\nRemarketing Date (or, in the case of a Failed Remarketing, not later than 10:00\na.m. on the fourth Business Day immediately prior to the Subsequent Remarketing\nDate). Upon receipt thereof by the Purchase Contract Agent, the Purchase\nContract Agent shall deliver such Opt-out Treasury Consideration to the\nCollateral Agent, which will, for the benefit of the Company, thereupon apply\nsuch Opt-out Treasury Consideration to secure such Holder's \n\n\n\n\n                                       34\n\n\n\n\n\nobligations under the Purchase Contracts. On the first Business Day immediately\npreceding the Remarketing Date, the Collateral Agent, pursuant to the terms of\nthe Pledge Agreement, will deliver the Pledged Trust Preferred Securities of\nsuch Holder to the Purchase Contract Agent. Within three Business Days following\nthe Remarketing Date, (i) if the remarketing was successful, the Purchase\nContract Agent shall distribute such Trust Preferred Securities to the Holders\nthereof, and (ii) if there was a Failed Remarketing on such date, the Purchase\nContract Agent will deliver such Trust Preferred Securities to the Collateral\nAgent, which will, for the benefit of the Company, thereupon apply such Trust\nPreferred Securities to secure such Holders' obligations under the Purchase\nContract and return the Opt-out Treasury Consideration delivered by such Holders\nto such Holders. A Holder that does not so deliver the Opt-out Treasury\nConsideration pursuant to this clause (iv) shall be deemed to have elected to\nparticipate in the remarketing.\n\n         (c) Upon the maturity of the Pledged Treasury Securities underlying the\nStripped Units and the Pledged Treasury Consideration underlying the Normal\nUnits, on the Stock Purchase Date, the Collateral Agent shall remit to the\nCompany an amount equal to the aggregate Purchase Price applicable to such\nUnits, as payment for the Common Stock issuable upon settlement thereof without\nreceiving any instructions from the Holders of such Units. In the event the\npayments in respect of the Pledged Treasury Securities or the Pledged Treasury\nConsideration underlying a Unit is in excess of the Purchase Price of the\nPurchase Contract being settled thereby, the Collateral Agent will distribute\nsuch excess to the Purchase Contract Agent for the benefit of the Holder of such\nUnit when received.\n\n         (d) Any distribution to Holders of excess funds and interest described\nin paragraphs (b) and (c) above shall be payable at the office of the Purchase\nContract Agent in The City of New York maintained for that purpose or, at the\noption of the Holder or the holder of separate Trust Preferred Securities, as\napplicable, by check mailed to the address of the Person entitled thereto at\nsuch address as it appears on the Register or by wire transfer to an account\nspecified by the Holder or the holder of separate Trust Preferred Securities, as\napplicable.\n\n         (e) The obligations of each Holder to pay the Purchase Price are\nnon-recourse obligations and except to the extent paid by Early Settlement or\nMerger Early Settlement, are payable solely out of the proceeds of any\nCollateral pledged to secure the obligations of the Holders and in no event will\nHolders be liable for any deficiency between such payments and the Purchase\nPrice.\n\n         (f) Notwithstanding anything to the contrary herein, the Company shall\nnot be obligated to issue any Common Stock in respect of a Purchase Contract or\ndeliver any certificates therefor to the Holder of the related Unit unless the\nCompany shall have received payment in full of the aggregate Purchase Price for\nthe shares of Common Stock to be purchased thereunder by such Holder in the\nmanner herein set forth.\n\n         Section 5.3. Issuance of Shares of Common Stock(a) . Unless a\nTermination Event shall have occurred on or prior to the Stock Purchase Date or\nan Early Settlement or a Merger Early Settlement shall have occurred, on the\nStock Purchase Date, upon its receipt of payment in \n\n\n\n\n                                       35\n\n\n\n\n\nfull of the Purchase Price for the shares of Common Stock purchased by the\nHolders pursuant to the foregoing provisions of this Article and subject to\nSection 5.4(b), the Company shall issue and deposit with the Purchase Contract\nAgent, for the benefit of the Holders of the Outstanding Securities, one or more\ncertificates representing the newly issued shares of Common Stock registered in\nthe name of the Purchase Contract Agent (or its nominee) as custodian for the\nHolders (such certificates for shares of Common Stock, together with any\ndividends or distributions for which a record date and payment date for such\ndividend or distribution has occurred after the Stock Purchase Date, being\nhereinafter referred to as the \"Purchase Contract Settlement Fund\") to which the\nHolders are entitled hereunder. Subject to the foregoing, upon surrender of a\nCertificate to the Purchase Contract Agent on or after the Stock Purchase Date,\ntogether with settlement instructions thereon duly completed and executed, the\nHolder of such Certificate shall be entitled to receive in exchange therefor a\ncertificate representing that number of whole shares of Common Stock which such\nHolder is entitled to receive pursuant to the provisions of this Article V\n(after taking into account all Units then held by such Holder) together with\ncash in lieu of fractional shares as provided in Section 5.10 and any dividends\nor distributions with respect to such shares constituting part of the Purchase\nContract Settlement Fund, but without any interest thereon, and the Certificate\nso surrendered shall forthwith be cancelled. Such shares shall be registered in\nthe name of the Holder or the Holder's designee as specified in the settlement\ninstructions provided by the Holder to the Purchase Contract Agent. If any\nshares of Common Stock issued in respect of a Purchase Contract are to be\nregistered to a Person other than the Person in whose name the Certificate\nevidencing such Purchase Contract is registered, no such registration shall be\nmade unless the Person requesting such registration has paid any transfer and\nother taxes required by reason of such registration in a name other than that of\nthe registered Holder of such Certificate or has established to the satisfaction\nof the Company that such tax either has been paid or is not payable.\n\n         (b) Prior to the date on which shares of Common Stock are issued in\nsettlement of Purchase Contracts, the Common Stock underlying the related\nPurchase Contracts will not be deemed to be outstanding for any purpose and each\nHolder will have no rights with respect to the Common Stock, including voting\nrights, rights to respond to tender offers and rights to receive any dividends\nor other distributions on the Common Stock, by virtue of holding the Purchase\nContract.\n\n         Section 5.4. Adjustment of Settlement Rate. Adjustments for Dividends,\nDistributions, Stock Splits, Etc. (1) In case the Company shall pay or make a\ndividend or other distribution on the Common Stock in Common Stock, the\nSettlement Rate, as in effect at the opening of business on the Business Day\nfollowing the date fixed for the determination of stockholders entitled to\nreceive such dividend or other distribution shall be increased by dividing such\nSettlement Rate by a fraction of which the numerator shall be the number of\nshares of Common Stock outstanding at the close of business on the date fixed\nfor such determination and the denominator shall be the sum of such number of\nshares and the total number of shares constituting such dividend or other\ndistribution, such increase to become effective immediately after the opening of\nbusiness on the day following the date fixed for such determination. For the\npurposes of this paragraph (1), the number of shares of Common Stock at the time\noutstanding shall not include shares held in the treasury of the Company but\nshall include any shares issuable \n\n\n\n\n                                       36\n\n\n\n\n\nin respect of any scrip certificates issued in lieu of fractions of shares of\nCommon Stock. The Company will not pay any dividend or make any distribution on\nshares of Common Stock held in the treasury of the Company.\n\n         (2) In case the Company shall issue rights, options or warrants to all\nholders of its Common Stock (not being available on an equivalent basis to\nHolders of the Units upon settlement of the Purchase Contracts underlying such\nUnits) entitling them, for a period expiring within 45 days after the record\ndate for the determination of stockholders entitled to receive such rights,\noptions or warrants, to subscribe for or purchase shares of Common Stock at a\nprice per share less than the Current Market Price per share of the Common Stock\non the date fixed for the determination of stockholders entitled to receive such\nrights, options or warrants (other than pursuant to a dividend reinvestment\nplan), the Settlement Rate in effect at the opening of business on the day\nfollowing the date fixed for such determination shall be increased by dividing\nsuch Settlement Rate by a fraction, the numerator of which shall be the number\nof shares of Common Stock outstanding at the close of business on the date fixed\nfor such determination plus the number of shares of Common Stock which the\naggregate of the offering price of the total number of shares of Common Stock so\noffered for subscription or purchase would purchase at such Current Market Price\nand the denominator of which shall be the number of shares of Common Stock\noutstanding at the close of business on the date fixed for such determination\nplus the number of shares of Common Stock so offered for subscription or\npurchase, such increase to become effective immediately after the opening of\nbusiness on the day following the date fixed for such determination. For the\npurposes of this paragraph (2), the number of shares of Common Stock at any time\noutstanding shall not include shares held in the treasury of the Company but\nshall include any shares issuable in respect of any scrip certificates issued in\nlieu of fractions of shares of Common Stock. The Company shall not issue any\nsuch rights, options or warrants in respect of shares of Common Stock held in\nthe treasury of the Company.\n\n         (3) In case outstanding shares of Common Stock shall be subdivided or\nsplit into a greater number of shares of Common Stock, the Settlement Rate in\neffect at the opening of business on the day following the day upon which such\nsubdivision or split becomes effective shall be proportionately increased, and,\nconversely, in case outstanding shares of Common Stock shall each be combined\ninto a smaller number of shares of Common Stock, the Settlement Rate in effect\nat the opening of business on the day following the day upon which such\ncombination becomes effective shall be proportionately reduced, such increase or\nreduction, as the case may be, to become effective immediately after the opening\nof business on the day following the day upon which such subdivision, split or\ncombination becomes effective.\n\n         (4) In case the Company shall, by dividend or otherwise, distribute to\nall holders of its Common Stock evidences of its indebtedness or assets\n(including securities, but excluding any rights or warrants referred to in\nparagraph (2) of this Section, any dividend or distribution paid exclusively in\ncash and any dividend or distribution referred to in paragraph (1) of this\nSection), the Settlement Rate shall be adjusted so that the same shall equal the\nrate determined by dividing the Settlement Rate in effect immediately prior to\nthe close of business on the date fixed for the determination of stockholders\nentitled to receive such distribution by a \n\n\n\n\n                                       37\n\n\n\n\n\nfraction, the numerator of which shall be the Current Market Price per share of\nthe Common Stock on the date fixed for such determination less the then fair\nmarket value (as determined by the Board of Directors, whose determination shall\nbe conclusive and described in a Board Resolution filed with the Purchase\nContract Agent) of the portion of the assets or evidences of indebtedness so\ndistributed applicable to one share of Common Stock and the denominator of which\nshall be such Current Market Price per share of the Common Stock, such\nadjustment to become effective immediately prior to the opening of business on\nthe day following the date fixed for the determination of stockholders entitled\nto receive such distribution. In any case in which this paragraph (4) is\napplicable, paragraph (2) of this Section shall not be applicable.\n\n         (5) In case the Company shall, (i) by dividend or otherwise, distribute\nto all holders of its Common Stock cash (excluding any cash that is distributed\nin a Reorganization Event to which Section 5.4(b) applies or as part of a\ndistribution referred to in paragraph (4) of this Section) in an aggregate\namount that, combined together with (ii) the aggregate amount of any other\ndistributions to all holders of its Common Stock made exclusively in cash within\nthe 12 months preceding the date of payment of such distribution and in respect\nof which no adjustment pursuant to this paragraph (5) or paragraph (6) of this\nSection has been made and (iii) the aggregate of any cash plus the fair market\nvalue (as determined by the Board of Directors, whose determination shall be\nconclusive and described in a Board Resolution) of consideration payable in\nrespect of any tender or exchange offer by the Company or any of its\nsubsidiaries for all or any portion of the Common Stock concluded within the 12\nmonths preceding the date of payment of the distribution described in clause (i)\nabove and in respect of which no adjustment pursuant to this paragraph (5) or\nparagraph (6) of this Section has been made, exceeds 15% of the product of the\nCurrent Market Price per share of the Common Stock on the date for the\ndetermination of holders of shares of Common Stock entitled to receive such\ndistribution multiplied by the number of shares of Common Stock outstanding on\nsuch date, then, and in each such case, immediately after the close of business\non such date for determination, the Settlement Rate shall be increased so that\nthe same shall equal the rate determined by dividing the Settlement Rate in\neffect immediately prior to the close of business on the date fixed for\ndetermination of the stockholders entitled to receive such distribution by a\nfraction (i) the numerator of which shall be equal to the Current Market Price\nper share of the Common Stock on the date fixed for such determination less an\namount equal to the quotient of (x) the combined amount distributed or payable\nin the transactions described in clauses (i), (ii) and (iii) above and (y) the\nnumber of shares of Common Stock outstanding on such date for determination and\n(ii) the denominator of which shall be equal to the Current Market Price per\nshare of the Common Stock on such date for determination.\n\n         (6) In case (i) a tender or exchange offer made by the Company or any\nsubsidiary of the Company for all or any portion of the Common Stock shall\nexpire and such tender or exchange offer (as amended upon the expiration\nthereof) shall require the payment to stockholders (based on the acceptance (up\nto any maximum specified in the terms of the tender or exchange offer) of\nPurchased Shares) of an aggregate consideration having a fair market value (as\ndetermined by the Board of Directors, whose determination shall be conclusive\nand described in a Board Resolution) that combined together with (ii) the\naggregate of the cash plus the fair market value (as determined by the Board of\nDirectors, whose determination shall be conclusive\n\n\n\n\n                                       38\n\n\n\n\n\nand described in a Board Resolution), as of the expiration of such tender or\nexchange offer, of consideration payable in respect of any other tender or\nexchange offer, by the Company or any subsidiary of the Company for all or any\nportion of the Common Stock expiring within the 12 months preceding the\nexpiration of such tender or exchange offer and in respect of which no\nadjustment pursuant to paragraph (5) of this Section or this paragraph (6) has\nbeen made and (iii) the aggregate amount of any distributions to all holders of\nthe Company's Common Stock made exclusively in cash within the 12 months\npreceding the expiration of such tender or exchange offer and in respect of\nwhich no adjustment pursuant to paragraph (5) of this Section or this paragraph\n(6) has been made, exceeds 15% of the product of the Current Market Price per\nshare of the Common Stock as of the last time (the \"Expiration Time\") tenders\ncould have been made pursuant to such tender or exchange offer (as it may be\namended) times the number of shares of Common Stock outstanding (including any\ntendered shares) on the Expiration Time, then, and in each such case,\nimmediately prior to the opening of business on the day after the date of the\nExpiration Time, the Settlement Rate shall be adjusted so that the same shall\nequal the rate determined by dividing the Settlement Rate immediately prior to\nthe close of business on the date of the Expiration Time by a fraction (i) the\nnumerator of which shall be equal to (A) the product of (i) the Current Market\nPrice per share of the Common Stock on the date of the Expiration Time and (ii)\nthe number of shares of Common Stock outstanding (including any tendered shares)\non the Expiration Time less (B) the amount of cash plus the fair market value\n(determined as aforesaid) of the aggregate consideration payable to stockholders\nbased on the transactions described in clauses (i), (ii) and (iii) above\n(assuming in the case of clause (i) the acceptance, up to any maximum specified\nin the terms of the tender or exchange offer, of Purchased Shares), and (ii) the\ndenominator of which shall be equal to the product of (A) the Current Market\nPrice per share of the Common Stock as of the Expiration Time and (B) the number\nof shares of Common Stock outstanding (including any tendered shares) as of the\nExpiration Time less the number of all shares validly tendered and not withdrawn\nas of the Expiration Time (the shares deemed so accepted, up to any such\nmaximum, being referred to as the \"Purchased Shares\").\n\n         (7) The reclassification of Common Stock into securities including\nsecurities other than Common Stock (other than any reclassification upon a\nReorganization Event to which Section 5.4(b) applies) shall be deemed to involve\n(a) a distribution of such securities other than Common Stock to all holders of\nCommon Stock (and the effective date of such reclassification shall be deemed to\nbe \"the date fixed for the determination of stockholders entitled to receive\nsuch distribution\" and the \"date fixed for such determination\" within the\nmeaning of paragraph (4) of this Section), and (b) a subdivision, split or\ncombination, as the case may be, of the number of shares of Common Stock\noutstanding immediately prior to such reclassification into the number of shares\nof Common Stock outstanding immediately thereafter (and the effective date of\nsuch reclassification shall be deemed to be \"the day upon which such subdivision\nor split becomes effective\" or \"the day upon which such combination becomes\neffective,\" as the case may be, and \"the day upon which such subdivision, split\nor combination becomes effective\" within the meaning of paragraph (3) of this\nSection).\n\n         (8) The \"Current Market Price\" per share of Common Stock on any day\nmeans the average of the daily Closing Prices for the 5 consecutive Trading Days\nselected by the \n\n\n\n\n                                       39\n\n\n\n\n\nCompany commencing not more than 20 Trading Days before, and ending not later\nthan, the earlier of the day in question and the day before the \"ex date\" with\nrespect to the issuance or distribution requiring such computation. For purposes\nof this paragraph, the term \"ex date,\" when used with respect to any issuance or\ndistribution, shall mean the first date on which the Common Stock trades regular\nway on such exchange or in such market without the right to receive such\nissuance or distribution.\n\n         (9) All adjustments to the Settlement Rate shall be calculated to the\nnearest 1\/10,000th of a share of Common Stock (or if there is not a nearest\n1\/10,000th of a share to the next lower 1\/10,000th of a share). No adjustment in\nthe Settlement Rate shall be required unless such adjustment would require an\nincrease or decrease of at least one percent therein; provided, that any\nadjustments which by reason of this subparagraph are not required to be made\nshall be carried forward and taken into account in any subsequent adjustment. If\nan adjustment is made to the Settlement Rate pursuant to paragraph (1), (2),\n(3), (4), (5), (6), (7) or (10) of this Section 5.4(a), an adjustment shall also\nbe made to the Applicable Market Value solely to determine which of clauses (a),\n(b) or (c) of the definition of Settlement Rate in Section 5.1 will apply on the\nStock Purchase Date. Such adjustment shall be made by multiplying the Applicable\nMarket Value by a fraction, the numerator of which shall be the Settlement Rate\nimmediately after such adjustment pursuant to paragraph (1), (2), (3), (4), (5),\n(6), (7) or (10) of this Section 5.4(a) and the denominator of which shall be\nthe Settlement Rate immediately before such adjustment; provided, that if such\nadjustment to the Settlement Rate is required to be made pursuant to the\noccurrence of any of the events contemplated by paragraph (1), (2), (3), (4),\n(5), (7) or (10) of this Section 5.4(a) during the period taken into\nconsideration for determining the Applicable Market Value, appropriate and\ncustomary adjustments shall be made to the Settlement Rate.\n\n         (10) The Company may make such increases in the Settlement Rate, in\naddition to those required by this Section, as it considers to be advisable in\norder to avoid or diminish any income tax to any holders of shares of Common\nStock resulting from any dividend or distribution of stock or issuance of rights\nor warrants to purchase or subscribe for stock or from any event treated as such\nfor income tax purposes or for any other reasons.\n\n         (b) Adjustment for Consolidation, Merger or Other Reorganization Event.\nIn the event of (i) any consolidation or merger of the Company with or into\nanother Person (other than a merger or consolidation in which the Company is the\ncontinuing corporation and in which the Common Stock outstanding immediately\nprior to the merger or consolidation is not exchanged for cash, securities or\nother property of the Company or another corporation), (ii) any sale, transfer,\nlease or conveyance to another Person of the property of the Company as an\nentirety or substantially as an entirety, (iii) any statutory exchange of\nsecurities of the Company with another Person (other than in connection with a\nmerger or acquisition) or (iv) any liquidation, dissolution or winding up of the\nCompany other than as a result of or after the occurrence of a Termination Event\n(any such event, a \"Reorganization Event\"), the Settlement Rate will be adjusted\nto provide that each Holder of Units will receive on the Stock Purchase Date\nwith respect to each Purchase Contract forming a part thereof, the kind and\namount of securities, cash and other property receivable upon such\nReorganization Event (without any interest thereon, and without any right to\ndividends or distribution thereon which have a record \n\n\n\n\n                                       40\n\n\n\n\n\ndate that is prior to the Stock Purchase Date) by a Holder of the number of\nshares of Common Stock issuable on account of each Purchase Contract if the\nStock Purchase Date had occurred immediately prior to such Reorganization Event\nassuming such Holder of Common Stock is not a Person with which the Company\nconsolidated or into which the Company merged or which merged into the Company\nor to which such sale or transfer was made, as the case may be (any such Person,\na \"Constituent Person\"), or an Affiliate of a Constituent Person to the extent\nsuch Reorganization Event provides for different treatment of Common Stock held\nby Affiliates of the Company and non-Affiliates and such Holder failed to\nexercise his rights of election, if any, as to the kind or amount of securities,\ncash and other property receivable upon such Reorganization Event (provided that\nif the kind or amount of securities, cash and other property receivable upon\nsuch Reorganization Event is not the same for each share of Common Stock held\nimmediately prior to such Reorganization Event by other than a Constituent\nPerson or an Affiliate thereof and in respect of which such rights of election\nshall not have been exercised (\"non-electing share\"), then for the purpose of\nthis Section the kind and amount of securities, cash and other property\nreceivable upon such Reorganization Event by each non-electing share shall be\ndeemed to be the kind and amount so receivable per share by a plurality of the\nnon-electing shares). In the event of such a Reorganization Event, the Person\nformed by such consolidation, merger or exchange or the Person which acquires\nthe assets of the Company or, in the event of a liquidation or dissolution of\nthe Company, the Company or a liquidating trust created in connection therewith,\nshall execute and deliver to the Purchase Contract Agent an agreement\nsupplemental hereto providing that the Holder of each Outstanding Security shall\nhave the rights provided by this Section 5.4. Such supplemental agreement shall\nprovide for adjustments which, for events subsequent to the effective date of\nsuch supplemental agreement, shall be as nearly equivalent as may be practicable\nto the adjustments provided for in this Section. The above provisions of this\nSection shall similarly apply to successive Reorganization Events.\n\n         Section 5.5. Notice of Adjustments and Certain Other Events. (a)\nWhenever the Settlement Rate is adjusted as herein provided, the Company shall:\n\n                  (i) forthwith compute the Settlement Rate in accordance with\n         Section 5.4 and prepare and transmit to the Purchase Contract Agent an\n         Officer's Certificate setting forth the Settlement Rate, the method of\n         calculation thereof in reasonable detail, and the facts requiring such\n         adjustment and upon which such adjustment is based; and\n\n                  (ii) within 10 Business Days following the occurrence of an\n         event that requires an adjustment to the Settlement Rate pursuant to\n         Section 5.4 (or if the Company is not aware of such occurrence, as soon\n         as practicable after becoming so aware), provide a written notice to\n         the Holders of the Units of the occurrence of such event and a\n         statement in reasonable detail setting forth the method by which the\n         adjustment to the Settlement Rate was determined and setting forth the\n         adjusted Settlement Rate.\n\n         (b) The Purchase Contract Agent shall not at any time be under any duty\nor responsibility to any Holder of Units to determine whether any \n\n\n\n\n                                       41\n\n\n\n\n\nfacts exist which may require any adjustment of the Settlement Rate, or with\nrespect to the nature or extent or calculation of any such adjustment when made,\nor with respect to the method employed in making the same. The Purchase Contract\nAgent shall not be accountable with respect to the validity or value (or the\nkind or amount) of any shares of Common Stock, or of any securities or property,\nwhich may at the time be issued or delivered with respect to any Purchase\nContract; and the Purchase Contract Agent makes no representation with respect\nthereto. The Purchase Contract Agent shall not be responsible for any failure of\nthe Company to issue, transfer or deliver any shares of Common Stock pursuant to\na Purchase Contract or to comply with any of the duties, responsibilities or\ncovenants of the Company contained in this Article.\n\n         Section 5.6. Termination Event; Notice. The Purchase Contracts and all\nobligations and rights of the Company and the Holders thereunder, including,\nwithout limitation , the rights of the Holders to receive, and the obligations\nof the Company to pay, Contract Adjustment Payments and the rights and\nobligations of Holders to purchase Common Stock, shall immediately and\nautomatically terminate, without the necessity of any notice or action by any\nHolder, the Purchase Contract Agent or the Company, if, on or prior to the Stock\nPurchase Date, a Termination Event shall have occurred. Upon and after the\noccurrence of a Termination Event, the Normal Units shall thereafter represent\nthe right to receive the Trust Preferred Securities or the appropriate Treasury\nConsideration, as the case may be, forming a part of such Normal Units, and the\nStripped Units shall thereafter represent the right to receive the Treasury\nSecurities forming a part of such Stripped Units, in each case in accordance\nwith the provisions of Section 4.3 of the Pledge Agreement. Upon the occurrence\nof a Termination Event, the Company shall promptly but in no event later than\ntwo Business Days thereafter give written notice to the Purchase Contract Agent,\nthe Collateral Agent and to the Holders, at their addresses as they appear in\nthe Register.\n\n         Section 5.7. Early Settlement. (a) Subject to and upon compliance with\nthe provisions of this Section 5.7, Purchase Contracts underlying Units having\nan aggregate Stated Amount equal to $1,000 or an integral multiple thereof, may,\nat the option of the Holder thereof, be settled early (\"Early Settlement\")\n(unless a Tax Event Redemption has occurred) on or prior to the seventh Business\nDay immediately preceding the Remarketing Date or any Subsequent Remarketing\nDate; and if either the Normal Units have been converted into Stripped Units or\nif a Tax Event Redemption has occurred and the Treasury Portfolio has become a\ncomponent of the Normal Units, Purchase Contracts underlying Normal Units may be\nsettled early on or prior to the second Business Day immediately preceding the\nStock Purchase Date, but only in an aggregate amount of $1,000 or in an integral\nmultiple thereof. In order to exercise the right to effect Early Settlement with\nrespect to any Purchase Contracts, the Holder of the Certificate evidencing the\nrelated Units shall deliver such Certificate to the Purchase Contract Agent at\nthe Corporate Trust office duly endorsed for transfer to the Company or in blank\nwith the form of Election to Settle Early on the reverse thereof duly completed\nand accompanied by payment (payable to the Company in immediately available\nfunds in an amount (the \"Early Settlement Amount\") equal to (1) the product of\n(A) the Stated Amount of such Units times (B) the number of Purchase Contracts\nwith respect to which the Holder has elected to effect Early Settlement. No\npayment or adjustment shall be made upon Early Settlement of any Purchase\nContract on account of any Contract Adjustment Payments accrued on such Purchase\nContract or on account of any \n\n\n\n\n                                       42\n\n\n\n\n\ndividends on the Common Stock issued upon such Early Settlement (2) if such\ndelivery is made with respect to any Purchase Contracts during the period from\nthe close of business on any Record Date for any Payment Date to the opening of\nbusiness on such Payment Date, an amount equal to the Contract Adjustment\nPayments payable on such Payment Date with respect to such Purchase Contracts.\n\n         If the foregoing requirements are first satisfied with respect to\nPurchase Contracts underlying any Unit at or prior to 5:00 p.m., New York City\ntime, on a Business Day, such day shall be the \"Early Settlement Date\" with\nrespect to such Unit and if such requirements are first satisfied after 5:00\np.m., New York City time, on a Business Day or on a day that is not a Business\nDay, the \"Early Settlement Date\" with respect to such Units shall be the next\nsucceeding Business Day.\n\n         (b) Upon Early Settlement of any Purchase Contract by the Holder of the\nrelated Units, the Company shall issue, and the Holder shall be entitled to\nreceive, 1.4903 shares of Common Stock on account of such Purchase Contract (the\n\"Early Settlement Rate\"). The Early Settlement Rate shall be adjusted in the\nsame manner and at the same time as the Settlement Rate is adjusted. As promptly\nas practicable after Early Settlement of Purchase Contracts in accordance with\nthe provisions of this Section 5.7, the Company shall issue and shall deliver to\nthe Purchase Contract Agent at the Corporate Trust Office a certificate or\ncertificates for the full number of shares of Common Stock issuable upon such\nEarly Settlement together with payment in lieu of any fraction of a share, as\nprovided in Section 5.10.\n\n         (c) No later than the third Business Day after the applicable Early\nSettlement Date, the Company shall cause (i) the shares of Common Stock issuable\nupon Early Settlement of Purchase Contracts to be issued and delivered, and (ii)\nthe related Pledged Trust Preferred Securities or Pledged Treasury\nConsideration, in the case of Normal Units, or the related Pledged Treasury\nSecurities, in the case of Stripped Units, to be released from the Pledge by the\nCollateral Agent and transferred, in each case, to the Purchase Contract Agent\nfor delivery to the Holder thereof or the Holder's designee.\n\n         (d) Upon Early Settlement of any Purchase Contracts, and subject to\nreceipt of shares of Common Stock from the Company and the Pledged Trust\nPreferred Securities, Pledged Treasury Consideration or Pledged Treasury\nSecurities, as the case may be, from the Collateral Agent, as applicable, the\nPurchase Contract Agent shall, in accordance with the instructions provided by\nthe Holder thereof on the applicable form of Election to Settle Early on the\nreverse of the Certificate evidencing the related Units, (i) transfer to the\nHolder the Pledged Trust Preferred Securities, Pledged Treasury Consideration or\nPledged Treasury Securities, as the case may be, forming a part of such Units,\nand (ii) deliver to the Holder a certificate or certificates for the full number\nof shares of Common Stock issuable upon such Early Settlement together with\npayment in lieu of any fraction of a share, as provided in Section 5.10.\n\n         (e) In the event that Early Settlement is effected with respect to\nPurchase Contracts underlying less than all the Units evidenced by a\nCertificate, upon such Early Settlement the Company shall execute and the\nPurchase Contract Agent shall authenticate, \n\n\n\n\n                                       43\n\n\n\n\n\ncountersign and deliver to the Holder thereof, at the expense of the Company, a\nCertificate evidencing the Units as to which Early Settlement was not effected.\n\n         Section 5.8. Early Settlement Upon Merger. (a) In the event of a merger\nor consolidation of the Company of the type described in clause (i) of Section\n5.4(b) in which the Common Stock outstanding immediately prior to such merger or\nconsolidation is exchanged for consideration consisting of at least 30% cash or\ncash equivalents (any such event a \"Cash Merger\"), then the Company (or the\nsuccessor to the Company hereunder) shall be required to offer the Holder of\neach Unit the right to settle the Purchase Contract underlying such Unit prior\nto the Stock Purchase Date (\"Merger Early Settlement\") as provided herein. On or\nbefore the fifth Business Day after the consummation of a Cash Merger, the\nCompany or, at the request and expense of the Company, the Purchase Contract\nAgent, shall give all Holders notice of the occurrence of the Cash Merger and of\nthe right of Merger Early Settlement arising as a result thereof. The Company\nshall also deliver a copy of such notice to the Purchase Contract Agent and the\nCollateral Agent.\n\n         Each such notice shall contain:\n\n                  (i) the date, which shall be not less than 20 nor more than 30\n         calendar days after the date of such notice, on which the Merger Early\n         Settlement will be effected (the \"Merger Early Settlement Date\");\n\n                  (ii) the date, which shall be three Business Days prior to the\n         Merger Early Settlement Date, by which the Merger Early Settlement\n         right must be exercised;\n\n                  (iii) the Settlement Rate in effect as a result of such Cash\n         Merger and the kind and amount of securities, cash and other property\n         receivable by the Holder upon settlement of each Purchase Contract\n         pursuant to Section 5.4(b);\n\n                  (iv) a statement to the effect that all or a portion of the\n         Purchase Price payable by the Holder to settle the Purchase Contract\n         will be offset against the amount of cash so receivable upon exercise\n         of Merger Early Settlement, as applicable; and\n\n                  (v) the instructions a Holder must follow to exercise the\n         Merger Early Settlement right.\n\n         (b) To exercise a Merger Early Settlement right, a Holder shall deliver\nto the Purchase Contract Agent at the Corporate Trust Office on or one Business\nDay before the Merger Settlement Date, at 5:00 p.m., New York City time the\nCertificate(s) evidencing the Units with respect to which the Merger Early\nSettlement right is being exercised duly endorsed for transfer to the Company or\nin blank with the form of Election to Settle Early on the reverse thereof duly\ncompleted and accompanied by payment (payable to the Company in immediately\navailable funds in an amount equal to the Early Settlement Amount less the\namount of cash that otherwise would be deliverable by the Company or its\nsuccessor upon settlement of the Purchase Contract\n\n\n\n\n                                       44\n\n\n\n\n\nin lieu of Common Stock pursuant to Section 5.4(b) and as described in the\nnotice to Holders (the \"Merger Early Settlement Amount\").\n\n         (c) On the Merger Early Settlement Date the Company shall deliver or\ncause to be delivered (i) the net cash, securities and other property to be\nreceived by such exercising Holder, equal to the Settlement Rate as adjusted\npursuant to Section 5.4, in respect of the number of Purchase Contracts for\nwhich such Merger Early Settlement right was exercised, and (ii) the related\nPledged Trust Preferred Securities or Pledged Treasury Consideration, in the\ncase of Normal Units, or Pledged Treasury Securities, in the case of Stripped\nUnits, to be released from the Pledge by the Collateral Agent and transferred,\nin each case, to the Purchase Contract Agent for delivery to the Holder thereof\nor its designee. In the event a Merger Early Settlement right shall be exercised\nby a Holder in accordance with the terms hereof, all references herein to Stock\nPurchase Date shall be deemed to refer to such Merger Early Settlement Date.\n\n         (d) Upon Merger Early Settlement of any Purchase Contracts, and subject\nto receipt of such net cash, securities or other property from the Company and\nthe Pledged Trust Preferred Securities, Pledged Treasury Consideration or\nPledged Treasury Securities, as the case may be, from the Collateral Agent, as\napplicable, the Purchase Contract Agent shall, in accordance with the\ninstructions provided by the Holder thereof on the applicable form of Election\nto Settle Early on the reverse of the Certificate evidencing the related Units,\n(i) transfer to the Holder the Pledged Trust Preferred Securities, Pledged\nTreasury Consideration or Pledged Treasury Securities, as the case may be,\nforming a part of such Units, and (ii) deliver to the Holder such net cash,\nsecurities or other property issuable upon such Merger Early Settlement together\nwith payment in lieu of any fraction of a share, as provided in Section 5.10.\n\n         (e) In the event that Merger Early Settlement is effected with respect\nto Purchase Contracts underlying less than all the Units evidenced by a\nCertificate, upon such Merger Early Settlement the Company (or the successor to\nthe Company hereunder) shall execute and the Purchase Contract Agent shall\nauthenticate, countersign and deliver to the Holder thereof, at the expense of\nthe Company, a Certificate evidencing the Units as to which Merger Early\nSettlement was not effected.\n\n         Section 5.9. Charges and Taxes. The Company will pay all stock transfer\nand similar taxes attributable to the initial issuance and delivery of the\nshares of Common Stock pursuant to the Purchase Contracts; provided, that the\nCompany shall not be required to pay any such tax or taxes which may be payable\nin respect of any exchange of or substitution for a Certificate evidencing a\nUnit or any issuance of a share of Common Stock in a name other than that of the\nregistered Holder of a Certificate surrendered in respect of the Units evidenced\nthereby, other than in the name of the Purchase Contract Agent, as custodian for\nsuch Holder, and the Company shall not be required to issue or deliver such\nshare Certificate or Certificates unless and until the Person or Persons\nrequesting the transfer or issuance thereof shall have paid to the Company the\namount of such tax or shall have established to the satisfaction of the Company\nthat such tax has been paid.\n\n\n\n\n                                       45\n\n\n\n\n\n        Section 5.10. No Fractional Shares. No fractional shares or scrip \nrepresenting fractional shares of Common Stock shall be issued or delivered upon\nsettlement on the Stock Purchase Date or upon Early Settlement or Merger Early \nSettlement of any Purchase Contracts. If Certificates evidencing more than one \nPurchase Contract shall be surrendered for settlement at one time by the same \nHolder, the number of full shares of Common Stock which shall be delivered upon \nsettlement shall be computed on the basis of the aggregate number of Purchase \nContracts evidenced by the Certificates so surrendered. Instead of any \nfractional share of Common Stock which would otherwise be deliverable upon \nsettlement of any Purchase Contracts on the applicable Settlement Date or upon \nEarly Settlement or Merger Early Settlement, the Company, through the Purchase \nContract Agent, shall make a cash payment in respect of such fractional shares \nin an amount equal to the value of such fractional shares times the Applicable \nMarket Value. The Company shall provide the Purchase Contract Agent from time to\ntime with sufficient funds to permit the Purchase Contract Agent to make all \ncash payments required by this Section 5.10 in a timely manner.\n\n        Section 5.11. Contract Adjustment Payments(a) . The Company shall pay, \non each Payment Date, the Contract Adjustment Payments payable in respect of \neach Purchase Contract to the Person in whose name a Certificate (or one or more\nPredecessor Certificates) is registered at the close of business on the Record\nDate next preceding such Payment Date in such coin or currency of the United\nStates as at the time of payment shall be legal tender for the payment of public\nand private debts. The Contract Adjustment Payments will be payable at the\noffice of the Purchase Contract Agent in The City of New York maintained for\nthat purpose or, at the option of the Company, by check mailed to the address of\nthe Person entitled thereto at such Person's address as it appears on the Normal\nUnits Register or the Stripped Units Register. If any date on which Contract\nAdjustment Payments are to be made is not a Business Day, then payment of the\nContract Adjustment Payments payable on such date will be made on the next day\nthat is a Business Day (and without any interest in respect of any such delay),\nexcept that, if such Business Day is in the next calendar year, such payment\nwill be made on the preceding Business Day.\n        \n        Upon the occurrence of a Termination Event, the Company's obligation\nto pay Contract Adjustment Payments (including any accrued and deferred Contract\nAdjustment Payments) shall cease.\n\n        Each Certificate delivered under this Agreement upon registration of\ntransfer of or in exchange for or in lieu of (including as a result of a\nCollateral Substitution or the reestablishment of Normal Unit Certificate any\nother Certificate shall carry the right to accrued and unpaid Contract\nAdjustment Payments, and the right to accrue Contract Adjustment Payments, which\nrights were carried by the Purchase Contracts underlying such other\nCertificates.\n\n        Subject to Section 5.7, in the case of any Security with respect to\nwhich Early Settlement of the underlying Purchase Contract is effected on an\nEarly Settlement Date that is after any Record Date and on or prior to the next\nsucceeding Payment Date, Contract Adjustment Payments otherwise payable on such\nPayment Date shall be payable on such Payment Date\n\n\n                                       46\n\n\n\nnotwithstanding such Early Settlement, and such Contract Adjustment Payments \nshall be paid to the Person in whose name the Certificate evidencing such \nSecurity (or one or more Predecessor Certificates) is registered at the close of\nbusiness on such Record Date. Except as otherwise expressly provided in the \nimmediately preceding sentence, in the case of any Security with respect to \nwhich Early Settlement of the underlying Purchase Contract is effected on an \nEarly Settlement Date, Contract Adjustment Payments that would otherwise be \npayable after the Early Settlement Date with respect to such Purchase Contract \nshall not be payable.\n\n        (b) Provided no event of default under the Indenture has occurred and is\ncontinuing, Contract Adjustment Payments may be deferred, at the discretion of\nthe Company, but, in no event later than the Stock Purchase Date, any Contract\nAdjustment Payments, so deferred, shall be treated as additional Contract\nAdjustment Payments at the rate of 1.25% per annum and payable on the same basis\nas the Contract Adjustment Payments, compounded on each succeeding Payment Date\nuntil paid in full, provided that, except as otherwise expressly provided in the\nfirst sentence of the preceding paragraph, in the case of any Security with\nrespect to which Early Settlement of the underlying Purchase Contract is\neffected on an Early Settlement Date, the Holder will have no right to receive\nany accrued or deferred Contract Adjustment Payments.\n\n        (c) Nothing contained in this Section 5.11 or elsewhere in this \nAgreement or in the Securities is intended to or shall impair, as among the \nCompany, its creditors and the Holders, the obligation of the Company, which is \nabsolute and unconditional, to pay to the Holders such Contract Adjustment \nPayments on the Securities as and when the same shall become due and payable in \naccordance with their terms, nor shall anything herein or therein prevent the \nPurchase Contract Agent or any Holder from exercising all remedies otherwise \npermitted by applicable law upon default under this Agreement.\n\n                              ARTICLE VI. REMEDIES\n\n        Section 6.1. Unconditional Right of Holders to Receive Contract \nAdjustment Payments and to Purchase Common Stock. The Holder of any Unit shall \nhave the right, which is absolute and unconditional, (i) (subject to the payment\nby such Holder of Contract Adjustment Payments pursuant to Section 5.7(a)), to \nreceive each Contract Adjustment Payment with respect to the Purchase Contract\nconstituting a part of such Security on the respective Payment Date for such\nSecurity and (ii) to purchase Common Stock pursuant to the Purchase Contract\nconstituting a part of such Unit and to institute suit for the enforcement of\nany such Contract Adjustment Payment and right to purchase Common Stock, and\nsuch rights shall not be impaired without the consent of such Holder.\n\n        Section 6.2. Restoration of Rights and Remedies. If any Holder has \ninstituted any proceeding to enforce any right or remedy under this Agreement \nand such proceeding has been discontinued or abandoned for any reason, or has \nbeen determined adversely to such Holder, then and in every such case, subject \nto any determination in such proceeding, the Company and such Holder shall be \nrestored severally and respectively to their former positions \n\n\n                                       47\n\n\n\n\nhereunder and thereafter all rights and remedies of such Holder shall continue \nas though no such proceeding had been instituted.\n\n        Section 6.3. Rights and Remedies Cumulative. Except as otherwise \nprovided with respect to the replacement or payment of mutilated, destroyed, \nlost or stolen Certificates in the last paragraph of Section 3.10, no right or \nremedy herein conferred upon or reserved to the Holders is intended to be \nexclusive of any other right or remedy, and every right and remedy shall, to the\nextent permitted by law, be cumulative and in addition to every other right and \nremedy given hereunder or now or hereafter existing at law or in equity or \notherwise. The assertion or employment of any right or remedy hereunder, or \notherwise, shall not prevent the concurrent assertion or employment of any other\nappropriate right or remedy.\n\n        Section 6.4. Delay or Omission Not Waiver. No delay or omission of any \nHolder to exercise any right or remedy upon a default shall impair any such \nright or remedy or constitute a waiver of any such right. Every right and remedy\ngiven by this Article or by law to the Holders may be exercised from time to \ntime, and as often as may be deemed expedient, by such Holders.\n\n        Section 6.5. Undertaking for Costs. All parties to this Agreement agree,\nand each Holder of a Unit, by its acceptance of such Unit shall be deemed to \nhave agreed, that any court may in its discretion require, in any suit for the\nenforcement of any right or remedy under this Agreement, or in any suit against\nthe Purchase Contract Agent for any action taken, suffered or omitted by it as\nPurchase Contract Agent, the filing by any party litigant in such suit of an\nundertaking to pay the costs of such suit, and that such court may in its\ndiscretion assess reasonable costs, including reasonable attorneys' fees,\nagainst any party litigant in such suit, having due regard to the merits and\ngood faith of the claims or defenses made by such party litigant; provided that\nthe provisions of this Section shall not apply to any suit instituted by the\nCompany, to any suit instituted by the Purchase Contract Agent, to any suit\ninstituted by any Holder, or group of Holders, holding in the aggregate more\nthan 10% of the Outstanding Securities, or to any suit instituted by any Holder\nfor the enforcement of distributions on any Trust Preferred Securities or\nContract Adjustment Payments on any Purchase Contract on or after the respective\nPayment Date therefor in respect of any Unit held by such Holder, or for\nenforcement of the right to purchase shares of Common Stock under the Purchase\nContract constituting part of any Unit held by such Holder.\n\n        Section 6.6. Waiver of Stay or Extension Laws. The Company covenants (to\nthe extent that it may lawfully do so) that it will not at any time insist upon,\nor plead, or in any manner whatsoever claim or take the benefit or advantage of,\nany stay or extension law wherever enacted, now or at any time hereafter in\nforce, which may affect the covenants or the performance of this Agreement; and\nthe Company (to the extent that it may lawfully do so) hereby expressly waives\nall benefit or advantage of any such law, but will suffer and permit the\nexecution of every such power as though no such law had been enacted.\n\n\n                                       48\n\n\n\n\n\n                    ARTICLE VII. THE PURCHASE CONTRACT AGENT\n\n        Section 7.1. Certain Duties and Responsibilities. (a)(1) The Purchase \nContract Agent undertakes to perform, with respect to the Units and Separate \nTrust Preferred Securities, such duties and only such duties as are specifically\nset forth in this Agreement and the Pledge Agreement, and no implied covenants \nor obligations shall be read into this Agreement against the Purchase Contract\nAgent; and\n\n                (2) in the absence of bad faith, willful misconduct or \n        negligence on its part, the Purchase Contract Agent may, with \n        respect to the Units and Separate Trust Preferred Securities, \n        conclusively rely, as to the truth of the statements and the correctness\n        of the opinions expressed therein, upon certificates or opinions \n        furnished to the Purchase Contract Agent and conforming to the \n        requirements of this Agreement, but in the case of any certificates or \n        opinions which by any provision hereof are specifically required to be  \n        furnished to the Purchase Contract Agent, the Purchase Contract\n        Agent shall be under a duty to examine the same to determine\n        whether or not they conform to the requirements of this Agreement.\n\n        (b) No provision of this Agreement shall be construed to relieve the \nPurchase Contract Agent from liability for its own negligent action, its own \nnegligent failure to act, its own bad faith, or its own willful misconduct, \nexcept that:\n\n                (1) this paragraph shall not be construed to limit the effect \n        of paragraph (a) of this Section;\n\n                (2) the Purchase Contract Agent shall not be liable for any \n        error of judgment made in good faith by a Responsible Officer, unless it\n        shall be proved that the Purchase Contract Agent was negligent in\n        ascertaining the pertinent facts; and\n\n                (3) no provision of this Agreement shall require the Purchase \n        Contract Agent to expend or risk its own funds or otherwise incur any\n        financial liability in the performance of any of its duties\n        hereunder, or in the exercise of any of its rights or powers, if\n        adequate indemnity is not provided to it.\n\n        (c) Whether or not therein expressly so provided, every provision of \nthis Agreement relating to the conduct or affecting the liability of or \naffording protection to the Purchase Contract Agent shall be subject to the \nprovisions of this Section.\n\n        (d) The Purchase Contract Agent is authorized to execute and deliver the\nPledge Agreement in its capacity as Purchase Contract Agent.\n\n        Section 7.2. Notice of Default. Within 30 days after the occurrence of \nany default by the Company hereunder of which a Responsible Officer of the \nPurchase Contract Agent has actual knowledge, the Purchase Contract Agent shall \ntransmit by mail to the Company\n\n\n                                       49\n\n\n\n\nand the Holders of Units, as their names and addresses appear in the Register, \nnotice of such default hereunder, unless such default shall have been cured or \nwaived.\n\n        Section 7.3. Certain Rights of Purchase Contract Agent . Subject to the\nprovisions of Section 7.1:\n\n                (a) the Purchase Contract Agent may, in absence of bad faith, \n        conclusively rely and shall be fully protected in acting or refraining \n        from acting upon any resolution, certificate, statement, instrument, \n        opinion, report, notice, request, direction, consent, order, bond, \n        debenture, note, other evidence of indebtedness or other paper or \n        document reasonably believed by it to be genuine and to have been signed\n        or presented by the proper party or parties;\n\n                (b) any request or direction of the Company mentioned herein \n        shall be sufficiently evidenced by an Officer's Certificate, Issuer \n        Order or Issuer Request, and any resolution of the Board of Directors of\n        the Company may be sufficiently evidenced by a Board Resolution;\n\n                (c) whenever in the administration of this Agreement the \n        Purchase Contract Agent shall deem it desirable that a matter be proved \n        or established prior to taking, suffering or omitting any action \n        hereunder, the Purchase Contract Agent (unless other evidence be herein \n        specifically prescribed) may, in the absence of bad faith on its part, \n        conclusively rely upon an Officer's Certificate of the Company;\n\n                (d) the Purchase Contract Agent may consult with counsel of \n        its selection, and the advice of such counsel or any Opinion of Counsel \n        shall be full and complete authorization and protection in respect of \n        any action taken, suffered or omitted by it hereunder in good faith and \n        in reliance thereon; \n\n                (e) the Purchase Contract Agent shall not be bound to make any\n        investigation into the facts or matters stated in any resolution,\n        certificate, statement, instrument, opinion, report, notice, request,\n        direction, consent, order, bond, debenture, note, other evidence of\n        indebtedness or other paper or document, but the Purchase Contract\n        Agent, in its discretion, may make reasonable further inquiry or\n        investigation into such facts or matters related to the execution,\n        delivery and performance of the Purchase Contracts as it may see fit,\n        and, if the Purchase Contract Agent shall determine to make such\n        further inquiry or investigation, it shall be given a reasonable\n        opportunity to examine the books, records and premises of the Company,\n        personally or by agent or attorney;\n\n                (f) the Purchase Contract Agent may execute any of the powers \n        hereunder or perform any duties hereunder either directly or by or \n        through agents or attorneys or an Affiliate of the Purchase Contract \n        Agent and the Purchase Contract Agent shall not be responsible for any \n        misconduct or negligence on the part of any agent or attorney or an \n        Affiliate appointed with due care by it hereunder.\n\n\n                                       50\n\n\n\n\n                (g) the Purchase Contract Agent shall not be liable for any \n        action taken, suffered, or omitted to be taken by it in good faith and \n        reasonably believed by it to be authorized or within the discretion or \n        rights or powers conferred upon it by this Agreement;\n\n                (h) the Purchase Contract Agent shall not be deemed to have \n        notice of any Default or Event of Default unless a Responsible Officer \n        of the Purchase Contract Agent has actual knowledge thereof or unless \n        written notice of any event which is in fact such a default is received \n        by the Trustee at the Corporate Trust Office of the Purchase Contract \n        Agent, and such notice references the Securities and this Agreement;\n\n                (i) the rights, privileges, protections, immunities and \n        benefits given to the Purchase Contract Agent, including, without \n        limitation, its right to be indemnified, are extended to, and shall be \n        enforceable by, the Purchase Contract Agent in each of its capacities \n        hereunder, and each agent, custodian and other Person employed to act \n        hereunder; and\n\n                (j) the Purchase Contract Agent may request that the Company \n        deliver an Officers' Certificate setting forth the names of individuals \n        and\/or titles of officers authorized at such time to take specified \n        actions pursuant to this Agreement, which Officers' Certificate may be \n        signed by any person authorized to sign an Officers' Certificate, \n        including any person specified as so authorized in any such certificate \n        previously delivered and not superseded.\n\n        Section 7.4. Not Responsible for Recitals or Issuance of Units. The \nrecitals contained herein and in the Certificates shall be taken as the \nstatements of the Company and the Purchase Contract Agent assumes no \nresponsibility for their accuracy. The Purchase Contract Agent makes no \nrepresentations as to the validity or sufficiency of either this Agreement or of\nthe Units, or of the Pledge Agreement or the Pledge. The Purchase Contract Agent\nshall not be accountable for the use or application by the Company of the \nproceeds in respect of the Purchase Contracts.\n\n        Section 7.5. May Hold Units. Any Registrar or any other agent of the \nCompany, or the Purchase Contract Agent and its Affiliates, in their individual \nor any other capacity, may become the owner or pledgee of Units and may \notherwise deal with the Company, the Collateral Agent or any other Person with \nthe same rights it would have if it were not Registrar or such other agent, or \nthe Purchase Contract Agent.\n\n        Section 7.6. Money Held in Custody. Money held by the Purchase Contract \nAgent in custody hereunder need not be segregated from the Purchase Contract \nAgent's other funds except to the extent required by law or provided herein. The\nPurchase Contract Agent shall be under no obligation to invest or pay interest\non any money received by it hereunder except as otherwise agreed in writing with\nthe Company.\n\nSection 7.7.      Compensation and Reimbursement.  The Company agrees:\n\n\n                                       51\n\n\n\n        (1) to pay to the Purchase Contract Agent from time to time such\n        compensation for all services rendered by it hereunder as shall from\n        time to time be agreed upon by the Company and the Purchase Contract\n        Agent.\n\n        (2) except as otherwise expressly provided herein, to reimburse the\n        Purchase Contract Agent upon its request for all reasonable\n        expenses, disbursements and advances incurred or made by the\n        Purchase Contract Agent in accordance with any provision of this\n        Agreement (including the reasonable compensation and the reasonable\n        expenses and disbursements of its Purchase Contract Agents and\n        counsel), except any such expense, disbursement or advance as may be\n        attributable to its negligence, willful misconduct or bad faith; and\n\n        (3) to indemnify the Purchase Contract Agent and any predecessor \n        Purchase Contract Agent for, and to hold it harmless against, any loss,\n        liability or expense incurred without negligence, willful\n        misconduct or bad faith on its part, arising out of or in\n        connection with the acceptance or administration of its duties\n        hereunder, including the costs and expenses of defending itself\n        against any claim (whether asserted by the Company, or any Holder\n        or any other person) or liability in connection with the exercise\n        or performance of any of its powers or duties hereunder.\n\n        The provisions of this Section 7.7 shall survive the termination of\nthis Agreement and the resignation or removal of the Purchaser Contract Agent.\n\n        Section 7.8. Corporate Agent Required; Eligibility. There shall at all \ntimes be an Purchase Contract Agent hereunder which shall be a corporation \norganized and oing business under the laws of the United States of America, any \nState thereof or the District of Columbia, authorized under such laws to \nexercise corporate trust powers, having (or being a member of a bank holding \ncompany having) a combined capital and surplus of at least $50,000,000, subject \nto supervision or examination by federal or state authority and having a \nCorporate Trust Office in the Borough of Manhattan, The City of New York, if \nthere be such a corporation, qualified and eligible under this Article and \nwilling to act on reasonable terms. If such corporation publishes reports of \ncondition at least annually, pursuant to law or to the requirements of said \nsupervising or examining authority, then for the purposes of this Section, the \ncombined capital and surplus of such corporation shall be deemed to be its \ncombined capital and surplus as set forth in its most recent report of condition\nso published. If at any time the Purchase Contract Agent shall cease to be \neligible in accordance with the provisions of this Section, it shall resign \nimmediately in the manner and with the effect hereinafter specified in this \nArticle.\n\n        Section 7.9. Resignation and Removal; Appointment of Successor. (a) No\nresignation or removal of the Purchase Contract Agent and no appointment of a\nsuccessor Purchase Contract Agent pursuant to this Article shall become\neffective until the acceptance of appointment by the successor Purchase Contract\nAgent in accordance with the applicable requirements of Section 7.10.\n\n\n                                       52\n\n\n\n        (b) The Purchase Contract Agent may resign at any time by giving \nwritten notice thereof to the Company 60 days prior to the effective date of \nsuch resignation. If the instrument of acceptance by a successor Purchase \nContract Agent required by Section 7.10 shall not have been delivered to the \nPurchase Contract Agent within 30 days after the giving of such notice of \nresignation, the resigning Purchase Contract Agent may petition any court of \ncompetent jurisdiction for the appointment of a successor Purchase Contract\nAgent.\n\n        (c) The Purchase Contract Agent may be removed at any time by Act of\nthe Holders of a majority in number of the Outstanding Securities delivered to \nthe Purchase Contract Agent and the Company.\n\n        (d) If at any time\n\n                (1) the Purchase Contract Agent fails to comply with \n        Section 310(b) of the TIA, as if the Purchase Contract Agent were an \n        indenture trustee under an indenture qualified under the TIA, after \n        written request therefor by the Company or by any Holder who has been a \n        bona fide Holder of a Unit for at least six months, or\n\n                (2) the Purchase Contract Agent shall cease to be eligible \n        under Section 7.8 and shall fail to resign after written request \n        therefor by the Company or by any such Holder, or\n\n                (3) the Purchase Contract Agent shall become incapable of \n        acting or shall be adjudged a bankrupt or insolvent or a receiver of the\n        Purchase Contract Agent or of its property shall be appointed or any\n        public officer shall take charge or control of the Purchase Contract\n        Agent or of its property or affairs for the purpose of\n        rehabilitation, conservation or liquidation;\n\nthen, in any such case, (x) the Company by a Board Resolution may remove the\nPurchase Contract Agent, or (y) any Holder who has been a bona fide Holder of a\nUnit for at least six months may, on behalf of himself and all others similarly\nsituated, petition any court of competent jurisdiction for the removal of the\nPurchase Contract Agent and the appointment of a successor Purchase Contract\nAgent.\n\n        (e) If the Purchase Contract Agent shall resign, be removed or \nbecome incapable of acting, or if a vacancy shall occur in the office of \nPurchase Contract Agent for any cause, the Company, by a Board Resolution, shall\npromptly appoint a successor Purchase Contract Agent and shall comply with the \napplicable requirements of Section 7.10. If no successor Purchase Contract Agent\nshall have been so appointed by the Company and accepted appointment in the \nmanner required by Section 7.10, any Holder who has been a bona fide Holder of a\nUnit for at least six months may, on behalf of himself and all others similarly \nsituated, petition any court of competent jurisdiction for the appointment of a \nsuccessor Purchase Contract Agent.\n\n\n                                       53\n\n\n\n        (f) The Company shall give, or shall cause such successor Purchase \nContract Agent to give, notice of each resignation and each removal of the \nPurchase Contract Agent and each appointment of a successor Purchase Contract \nAgent by mailing written notice of such event by first-class mail, postage \nprepaid, to all Holders as their names and addresses appear in the applicable \nRegister. Each notice shall include the name of the successor Purchase Contract \nAgent and the address of its Corporate Trust Office.\n\n        (g) If an instrument of acceptance by a successor Purchase Contract \nAgent shall not have been delivered to the Purchase Contract Agent within 30 \ndays after the giving of such notice of removal, the Trustee being removed may \npetition any court of competent jurisdiction for the appointment of a successor \nPurchase Contract Agent with respect to the Securities.\n\n        Section 7.10. Acceptance of Appointment by Successor. (a) In case of the\nappointment hereunder of a successor Purchase Contract Agent, every such\nsuccessor Purchase Contract Agent so appointed shall execute, acknowledge and\ndeliver to the Company and to the retiring Purchase Contract Agent an instrument\naccepting such appointment, and thereupon the resignation or removal of the\nretiring Purchase Contract Agent shall become effective and such successor\nPurchase Contract Agent, without any further act, deed or conveyance, shall\nbecome vested with all the rights, powers, agencies and duties of the retiring\nPurchase Contract Agent; but, on the request of the Company or the successor\nPurchase Contract Agent, such retiring Purchase Contract Agent shall, upon\npayment of its charges, execute and deliver an instrument transferring to such\nsuccessor Purchase Contract Agent all the rights, powers and trusts of the\nretiring Purchase Contract Agent and shall duly assign, transfer and deliver to\nsuch successor Purchase Contract Agent all property and money held by such\nretiring Purchase Contract Agent hereunder.\n\n        (b) Upon request of any such successor Purchase Contract Agent, the \nCompany shall execute any and all instruments for more fully and certainly \nvesting in and confirming to such successor Purchase Contract Agent all such \nrights, powers and agencies referred to in paragraph (a) of this Section.\n\n        (c) No successor Purchase Contract Agent shall accept its appointment \nunless at the time of such acceptance such successor Purchase Contract Agent \nshall be qualified and eligible under this Article.\n\n        Section 7.11. Merger, Conversion, Consolidation or Succession to \nBusiness. Any corporation into which the Purchase Contract Agent may be merged \nor converted or with which it may be consolidated, or any corporation resulting \nfrom any merger, conversion or consolidation to which the Purchase Contract \nAgent shall be a party, or any corporation succeeding to all or substantially \nall the corporate trust business of the Purchase Contract Agent, shall be the \nsuccessor of the Purchase Contract Agent hereunder, provided such corporation \nshall be otherwise qualified and eligible under this Article, without the \nexecution or filing of any paper or any further act on the part of any of the \nparties hereto. In case any Certificates shall have been authenticated and \nexecuted on behalf of the Holders, but not delivered, by the Purchase Contract\n\n\n                                       54\n\n\n\nAgent then in office, any successor by merger, conversion or consolidation to \nsuch Purchase Contract Agent shall adopt such authentication and execution and \ndeliver the Certificates so authenticated and executed with the same effect as \nif such successor Purchase Contract Agent had itself authenticated and executed \nsuch Units.\n\n        Section 7.12. Preservation of Information; Communications to Holders. \n(a) The Purchase Contract Agent shall preserve, in as current a form as is \nreasonably practicable, the names and addresses of Holders received by the \nPurchase Contract Agent in its capacity as Registrar.\n\n        (b) If three or more Holders (herein referred to as \"applicants\") apply \nin writing to the Purchase Contract Agent, and furnish to the Purchase Contract\nAgent reasonable proof that each such applicant has owned a Unit for a period of\nat least six months preceding the date of such application, and such application\nstates that the applicants desire to communicate with other Holders with respect\nto their rights under this Agreement or under the Units and is accompanied by a\ncopy of the form of proxy or other communication which such applicants propose\nto transmit, then the Purchase Contract Agent shall mail to all the Holders\ncopies of the form of proxy or other communication which is specified in such\nrequest, with reasonable promptness after a tender to the Purchase Contract\nAgent of the materials to be mailed and of payment, or provision, in the absence\nof bad faith, satisfactory to the Purchase Contract Agent for the payment, of\nthe reasonable expenses of such mailing.\n\n        Section 7.13. No Obligations of Purchase Contract Agent. Except to the \nextent otherwise provided in this Agreement, the Purchase Contract Agent assumes\nno obligation and shall not be subject to any liability under this Agreement, \nthe Pledge Agreement or any Purchase Contract in respect of the obligations of \nthe Holder of any Unit thereunder. The Company agrees, and each Holder of a\nCertificate, by such Holder's acceptance thereof, shall be deemed to have\nagreed, that the Purchase Contract Agent's execution of the Certificates on\nbehalf of the Holders shall be solely as agent and attorney-in-fact for the\nHolders, and that the Purchase Contract Agent shall have no obligation to\nperform such Purchase Contracts on behalf of the Holders, except to the extent\nexpressly provided in Article Five.\n\n        Section 7.14. Tax Compliance. (a) The Purchase Contract Agent, on its \nown behalf and on behalf of the Company, will comply with all applicable \ncertification, information reporting and withholding (including \"backup\" \nwithholding) requirements imposed by applicable tax laws, regulations or \nadministrative practice with respect to (i) any payments made with respect to \nthe Units or (ii) the issuance, delivery, holding, transfer, redemption or \nexercise of rights under the Units. Such compliance shall include, without \nlimitation, the preparation and timely filing of required returns and the timely\npayment of all amounts required to be withheld to the appropriate taxing \nauthority or its designated Purchase Contract Agent.\n\n        (b) The Purchase Contract Agent shall comply with any reasonable written\ndirection timely received from the Company with respect to the application of\nsuch requirements to particular payments or Holders or in other particular\ncircumstances, and may for purposes of this Agreement rely on any such direction\nin accordance with the provisions of Section 7.1(a)(2).\n\n\n                                       55\n\n\n\n        (c) The Purchase Contract Agent shall maintain all appropriate records\ndocumenting compliance with such requirements, and shall make such records\navailable, on written request, to the Company or its authorized representative\nwithin a reasonable period of time after receipt of such request.\n\n\n                     ARTICLE VIII. SUPPLEMENTAL AGREEMENTS\n\n        Section 8.1. Supplemental Agreements Without Consent of Holders. Without\nthe consent of any Holders, the Company and the Purchase Contract Agent, at any \ntime and from time to time, may enter into one or more agreements supplemental\nhereto, in form satisfactory to the Company and the Purchase Contract Agent, for\nany of the following purposes:\n\n                (1) to evidence the succession of another Person to the Company,\n        and the assumption by any such successor of the covenants of the Company\n        herein and in the Certificates; or\n\n                (2) to add to the covenants of the Company for the benefit of \n        the Holders, or to surrender any right or power herein conferred upon \n        the Company; or\n\n                (3) to evidence and provide for the acceptance of appointment \n        hereunder by a successor Purchase Contract Agent; or\n\n                (4) to make provision with respect to the rights of Holders \n        pursuant to the requirements of Section 5.4(b) or 5.8; or\n\n                (5) to cure any ambiguity, to correct or supplement any \n        provisions herein which may be inconsistent with any other provisions \n        herein, or to make any other provisions with respect to such matters or\n        questions arising under this Agreement, provided such action shall\n        not adversely affect the interests of the Holders.\n\n        Section 8.2. Supplemental Agreements with Consent of Holders. With the \nconsent of the Holders of not less than a majority of the outstanding Purchase \nContracts voting together as one class, by Act of said Holders delivered to the \nCompany and the Purchase Contract Agent, the Company, when authorized by a Board\nResolution, and the Purchase Contract Agent may enter into an agreement or\nagreements supplemental hereto for the purpose of modifying in any manner the\nterms of the Purchase Contracts, or the provisions of this Agreement or the\nrights of the Holders in respect of the Units; provided, that, except as\ncontemplated herein, no such supplemental agreement shall, without the consent\nof the Holder of each Outstanding Security affected thereby:\n\n                (1)   change any Payment Date;\n\n\n                                       56\n\n\n\n                (2) change the amount or the type of Collateral required to be \n        Pledged to secure a Holder's Obligations under the Purchase Contract, \n        impair the right of the Holder of any Purchase Contract to receive\n        distributions on the related Collateral or otherwise adversely\n        affect the Holder's rights in or to such Collateral or materially\n        adversely alter the rights in or to such Collateral;\n\n                (3) reduce Contract Adjustment Payments or change any place \n        where, or the coin or currency in which, Contract Adjustment Payments \n        are payable;\n\n                (4) impair the right to institute suit for the enforcement of \n        any Purchase Contract;\n\n                (5) reduce the number of shares of Common Stock to be purchased \n        pursuant to any Purchase Contract, increase the price to purchase shares\n        of Common Stock upon settlement of any Purchase Contract, change the\n        Stock Purchase Date or otherwise materially adversely affect the\n        Holder's rights under any Purchase Contract;\n\n                (6) reduce the percentage of the outstanding Purchase Contracts \n        the consent of whose Holders is required for the modification or\n        amendment of the provisions of the Agreement, the Pledge Agreement\n        or the Purchase Contracts; or\n\n                (7) change the place or currency of payment for any amounts \n        payable in respect of the Units, increase any amounts payable by holders\n        in respect of the Units or decrease any other amounts receivable by\n        holders in respect of the Units.\n\nprovided that if any amendment or proposal referred to above would adversely\naffect only the Normal Units or the Stripped Units, then only the affected class\nof Holder as of the record date for the Holders entitled to vote thereon will be\nentitled to vote on such amendment or proposal, and such amendment or proposal\nshall not be effective except with the consent of Holders of not less than a\nmajority of such class.\n\n        It shall not be necessary for any Act of Holders under this Section\nto approve the particular form of any proposed supplemental agreement, but it\nshall be sufficient if such Act shall approve the substance thereof.\n\n        Section 8.3. Execution of Supplemental Agreements. In executing, or \naccepting the additional agencies created by, any supplemental agreement \npermitted by this Article or the modifications thereby of the agencies created \nby this Agreement or the Officers' Certificate, the Purchase Contract Agent \nshall be provided and (subject to Section 7.1) shall be fully protected in \nrelying upon, an Opinion of Counsel stating that the execution of such \nsupplemental agreement is authorized or permitted by this Agreement. The \nPurchase Contract Agent may, but shall not be obligated to, enter into any such \nsupplemental agreement which affects the Purchase Contract Agent's own rights, \nduties or immunities under this Agreement or otherwise.\n\n\n                                       57\n\n\n\n        Section 8.4. Effect of Supplemental Agreements. Upon the execution of \nany supplemental agreement under this Article, this Agreement shall be modified \nin accordance therewith, and such supplemental agreement shall form a part of \nthis Agreement for all purposes; and every Holder of Certificates theretofore or\nthereafter authenticated, executed on behalf of the Holders and delivered\nhereunder shall be bound thereby.\n\n        Section 8.5. Reference to Supplemental Agreements. Certificates \nauthenticated, executed on behalf of the Holders and delivered after the \nexecution of any supplemental agreement pursuant to this Article may, and shall \nif required by the Purchase Contract Agent, bear a notation in form approved by \nthe Purchase Contract Agent as to any matter provided for in such supplemental \nagreement. If the Company shall so determine, new Certificates so modified as to\nconform, in the opinion of the Purchase Contract Agent and the Company, to any \nsuch supplemental agreement may be prepared and executed by the Company and\nauthenticated, executed on behalf of the Holders and delivered by the Purchase\nContract Agent in exchange for Outstanding Certificates.\n\n\n             ARTICLE IX. CONSOLIDATION, MERGER, SALE OR CONVEYANCE\n\n        Section 9.1. Covenant Not to Merge, Consolidate, Sell or Convey Property\nExcept Under Certain Conditions. The Company covenants that it will not \n(a) merge or consolidate with any other Person or (b) sell, assign, transfer, \nlease or convey all or substantially all of its properties and assets to any \nPerson or group of affiliated Persons in one transaction or a series of related \ntransactions other than, with respect to clause (b), a direct or indirect \nwholly-owned subsidiary of the Company, unless (i) either the Company shall be \nthe continuing corporation, or the successor (if other than the Company) shall \nbe a corporation organized and existing under the laws of the United States of \nAmerica or a State thereof or the District of Columbia and such corporation \nshall expressly assume all the obligations of the Company under the Purchase \nContracts, the Notes, the Trust Securities Guarantee, this Agreement, the \nRemarketing Agreement, and the Pledge Agreement by one or more supplemental \nagreements in form reasonably satisfactory to the Purchase Contract Agent and \nthe Collateral Agent, executed and delivered to the Purchase Contract Agent and \nthe Collateral Agent by such corporation, and (ii) the Company or such successor\ncorporation, as the case may be, shall not, immediately after such merger or \nconsolidation, or such sale, assignment, transfer, lease or conveyance, be in \ndefault in the performance of any covenant or condition hereunder, under any of \nthis Agreement, the Pledge Agreement, the Purchase Contracts or the Units or the\nRemarketing Agreement. \n\n        Section 9.2. Rights and Duties of Successor Corporation. In case of any \nsuch consolidation, merger, sale, assignment, transfer, lease or conveyance and \nupon any such assumption by a successor corporation in accordance with \nSection 9.1, such successor corporation shall succeed to and be substituted for \nthe Company with the same effect as if it had been named herein as the Company. \nSuch successor corporation thereupon may cause to be signed, and may issue \neither in its own name or in the name of the Company, any or all of the \nCertificates evidencing Units issuable hereunder which theretofore shall not \nhave been signed by the Company and delivered to the Purchase Contract Agent; \nand, upon the order of such \n\n\n                                       58\n\n\n\nsuccessor corporation, instead of the Company, and subject to all the\nterms, conditions and limitations in this Agreement prescribed, the Purchase\nContract Agent shall authenticate and execute on behalf of the Holders and\ndeliver any Certificates which previously shall have been signed and delivered\nby the officers of the Company to the Purchase Contract Agent for authentication\nand execution, and any Certificate evidencing Units which such successor\ncorporation thereafter shall cause to be signed and delivered to the Purchase\nContract Agent for that purpose. All the Certificates so issued shall in all\nrespects have the same legal rank and benefit under this Agreement as the\nCertificates theretofore or thereafter issued in accordance with the terms of\nthis Agreement as though all of such Certificates had been issued at the date of\nthe execution hereof.\n\n        In case of any such consolidation, merger, sale, assignment,\ntransfer, lease or conveyance, such change in phraseology and form (but not in\nsubstance) may be made in the Certificates evidencing Units thereafter to be\nissued as may be appropriate.\n\n        Section 9.3. Opinion of Counsel Given to Purchase Contract Agent. The \nPurchase Contract Agent, subject to Sections 7.1 and 7.3, shall receive an \nOpinion of Counsel as conclusive evidence that any such consolidation, merger, \nsale, assignment, transfer, lease or conveyance, and any such assumption, \ncomplies with the provisions of this Article and that all conditions precedent \nto the consummation of any such consolidation, merger, sale, assignment, \ntransfer, lease or conveyance have been met.\n\n                              ARTICLE X. COVENANTS\n\n        Section 10.1. Performance Under Purchase Contracts. The Company \ncovenants and agrees for the benefit of the Holders from time to time of the \nUnits that it will duly and punctually perform its obligations under the \nPurchase Contracts in accordance with the terms of the Purchase Contracts and \nthis Agreement. \n\n        Section 10.2. Maintenance of Office or Agency. The Company will maintain\nin the Borough of Manhattan, The City of New York an office or agency where\nCertificates may be presented or surrendered for acquisition of shares of Common\nStock upon settlement of the Purchase Contracts on any Settlement Date and for\ntransfer of Collateral upon occurrence of a Termination Event, where\nCertificates may be surrendered for registration of transfer or exchange, for a\nCollateral Substitution or reestablishment of Normal Units and where notices and\ndemands to or upon the Company in respect of the Units and this Agreement may be\nserved. The Company will give prompt written notice to the Purchase Contract\nAgent of the location, and any change in the location, of such office or agency.\nIf at any time the Company shall fail to maintain any such required office or\nagency or shall fail to furnish the Purchase Contract Agent with the address\nthereof, such presentations, surrenders, notices and demands may be made or\nserved at the Corporate Trust Office, and the Company hereby appoints the\nPurchase Contract Agent as its agent to receive all such presentations,\nsurrenders, notices and demands.\n\n\n                                       59\n\n\n\n        The Company may also from time to time designate one or more other\noffices or agencies where Certificates may be presented or surrendered for any\nor all such purposes and may from time to time rescind such designations;\nprovided, that no such designation or rescission shall in any manner relieve the\nCompany of its obligation to maintain an office or agency in the Borough of\nManhattan, The City of New York for such purposes. The Company will give prompt\nwritten notice to the Purchase Contract Agent of any such designation or\nrescission and of any change in the location of any such other office or agency.\nThe Company hereby designates as the place of payment for the Units the\nCorporate Trust Office and appoints the Purchase Contract Agent at its Corporate\nTrust Office as paying agent in such city.\n\n        Section 10.3. Company to Reserve Common Stock. The Company shall at all \ntimes prior to the Stock Purchase Date reserve and keep available, free from\npreemptive rights, out of its authorized but unissued Common Stock the full\nnumber of shares of Common Stock issuable against tender of payment in respect\nof all Purchase Contracts constituting a part of the Units evidenced by\nOutstanding Certificates.\n\n        Section 10.4. Covenants as to Common Stock. The Company covenants that \nall shares of Common Stock which may be issued against tender of payment in \nrespect of any Purchase Contract constituting a part of the Outstanding \nSecurities will, upon issuance, be duly authorized, validly issued, fully paid \nand nonassessable. \n\n        Section 10.5. Statements of Officer of the Company as to Default. The \nCompany will deliver to the Purchase Contract Agent, within 120 days after the \nend of each fiscal year of the Company ending after the date hereof, an \nOfficer's Certificate, one of the signers of which shall be the principal \nfinancial, principal accounting or principal executive officer of the Company \nstating whether or not to the best knowledge of the signer thereof the Company \nis in default in the performance and observance of any of the terms, provisions \nand conditions hereof, and if the Company shall be in default, specifying all \nsuch defaults and the nature and status thereof of which such Officer may have\nknowledge.\n\n\n\n                                       60\n\n\n\n\n        IN WITNESS WHEREOF, the parties hereto have caused this Agreement to\nbe duly executed as of the day and year first above written.\n\n                                    RAYTHEON COMPANY\n\n                                    By:\/s\/ Richard A. Goglia \n                                       Name: Richard A. Goglia\n                                       Title:Vice-President and Treasurer\n\n\n                                    THE BANK OF NEW YORK,\n                                    as Purchase Contract Agent\n\n                                    By:\/s\/ Kisha A. Holder \n                                       Name:  Kisha A. Holder \n                                       Title: Assistant Treasurer\n\n\n\n\n\n\n\n                                       61\n\n\n\n                                     \n                                    EXHIBIT A\n\n\n        THIS CERTIFICATE IS A GLOBAL CERTIFICATE WITHIN THE MEANING OF THE\nPURCHASE CONTRACT AGREEMENT (AS HEREINAFTER DEFINED) AND IS REGISTERED IN THE\nNAME OF THE CLEARING AGENCY OR A NOMINEE THEREOF. THIS CERTIFICATE MAY NOT BE\nEXCHANGED IN WHOLE OR IN PART FOR A CERTIFICATE REGISTERED, AND NO TRANSFER OF\nTHIS CERTIFICATE IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY\nPERSON OTHER THAN SUCH CLEARING AGENCY OR A NOMINEE THEREOF, EXCEPT IN THE\nLIMITED CIRCUMSTANCES DESCRIBED IN THE PURCHASE CONTRACT AGREEMENT.\n\n        Unless this Certificate is presented by an authorized representative\nof The Depository Trust Company (55 Water Street, New York, New York) to the\nCompany or its Purchase Contract Agent for registration of transfer, exchange or\npayment, and any Certificate issued is registered in the name of Cede &amp; Co., or\nsuch other name as requested by an authorized representative of The Depository\nTrust Company, and any payment hereon is made to Cede &amp; Co., ANY TRANSFER,\nPLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY A PERSON IS WRONGFUL since\nthe registered owner hereof, Cede &amp; Co., has an interest herein.\n\n\nNo.                                                         CUSIP No.\nNumber of Normal Units\n\n\n                   Form of Face of Normal Units Certificate\n\n        This Normal Units Certificate certifies that Cede &amp; Co. is the\nregistered Holder of the number of Normal Units set forth above. Each Normal\nUnit represents (i) either (a) beneficial ownership by the Holder of one 7%\nTrust Preferred Security (the \"Trust Preferred Security\") of RC Trust I, a\nDelaware statutory business trust (the \"Trust\"), having a stated liquidation\namount of $50 per share, subject to the Pledge of such Trust Preferred Security\nby such Holder pursuant to the Pledge Agreement, (b) if the Trust Preferred\nSecurity has been remarketed by the Remarketing Agent (or if the Holder has\nelected not to have the Trust Preferred Security remarketed by delivering the\nappropriate Treasury Consideration specified by the Remarketing Agent), the\nappropriate Treasury Consideration, subject to the Pledge of such Treasury\nConsideration by such Holder pursuant to the Pledge Agreement or (c) upon the\noccurrence of a Tax Event Redemption prior to the Stock Purchase Date, the\nappropriate Applicable Ownership Interest of the Treasury Portfolio, subject to\nthe Pledge of such Applicable Ownership Interest (as specified in clause (A) of\nthe definition of such term) of the Treasury Portfolio by such Holder pursuant\nto the Pledge Agreement, and, and (ii) the rights and obligations of the Holder\nunder one Purchase Contract with Raytheon Company, a Delaware corporation (the\n\"Company\"). All capitalized terms used herein which are defined in the Purchase\nContract Agreement have the meaning set forth therein.\n\n\n                                      A-1\n\n\n\n        Pursuant to the Pledge Agreement, the Trust Preferred Security or\nthe appropriate Treasury Consideration, as the case may be, constituting part of\neach Normal Unit evidenced hereby has been pledged to the Collateral Agent, for\nthe benefit of the Company, to secure the obligations of the Holder under the\nPurchase Contract comprising a part of such Normal Unit.\n\n        The Pledge Agreement provides that all payments in respect of the\nPledged Trust Preferred Securities or Pledged Treasury Consideration received by\nthe Collateral Agent shall be paid by the Collateral Agent by wire transfer in\nsame day funds (i) in the case of (A) quarterly cash distributions on Normal\nUnits which include Pledged Trust Preferred Securities or Pledged Treasury\nConsideration and (B) any payments of the Trust Preferred Securities or Treasury\nConsideration, as the case may be, that have been released from the Pledge\npursuant to the Pledge Agreement, to the Purchase Contract Agent to the account\ndesignated by the Purchase Contract Agent, no later than 10:00 a.m., New York\nCity time, on the Business Day such payment is received by the Collateral Agent\n(provided that in the event such payment is received by the Collateral Agent on\na day that is not a Business Day or after 9:00 a.m., New York City time, on a\nBusiness Day, then such payment shall be made no later than 9:30 a.m., New York\nCity time, on the next succeeding Business Day) and (ii) in the case of payments\nin respect of any Pledged Trust Preferred Securities or Pledged Treasury\nConsideration, as the case may be, to be paid upon settlement of such Holder's\nobligations to purchase Common Stock under the Purchase Contract, to the Company\non the Stock Purchase Date (as defined herein) in accordance with the terms of\nthe Pledge Agreement, in full satisfaction of the respective obligations of the\nHolders of the Normal Units of which such Pledged Trust Preferred Securities or\nPledged Treasury Consideration, as the case may be, are a part under the\nPurchase Contracts forming a part of such Normal Units. Quarterly distributions\non Normal Units which include Pledged Trust Preferred Securities or Pledged\nTreasury Consideration, as the case may be, which are payable quarterly in\narrears on February 15, May 15, August 15 and November 15 each year, commencing\nAugust 15, 2001 (each a \"Payment Date\"), shall, subject to receipt thereof by\nthe Purchase Contract Agent from the Collateral Agent, be paid to the Person in\nwhose name this Normal Units Certificate (or a Predecessor Normal Units\nCertificate) is registered at the close of business on the Record Date for such\nPayment Date.\n\n            Each Purchase Contract evidenced hereby obligates the Holder of this\nNormal Units Certificate to purchase, and the Company to sell, on May 15, 2004\n(the \"Stock Purchase Date\"), at a price equal to $50 (the \"Stated Amount\"), a\nnumber of shares of Common Stock of the Company, equal to the Settlement Rate,\nunless on or prior to the Stock Purchase Date there shall have occurred a\nTermination Event or an Early Settlement or Merger Early Settlement with respect\nto the Normal Units of which such Purchase Contract is a part, all as provided\nin the Purchase Contract Agreement and more fully described on the reverse\nhereof. The Purchase Price (as defined herein) for the shares of Common Stock\npurchased pursuant to each Purchase Contract evidenced hereby, if not paid\nearlier, shall be paid on the Stock Purchase Date by application of payments\nreceived in respect of the Pledged Trust Preferred Securities or the Pledged\nTreasury Consideration, as the case may be, pledged to secure the obligations of\nthe Holder under such Purchase Contract.\n\n\n                                      A-2\n\n\n\nThe Company shall pay, on each Payment Date, the Contract Adjustment Payments\n(as defined below) payable in respect of each Purchase Contract to the Person in\nwhose name the Normal Units Certificate evidencing such Purchase Contract is\nregistered at the close of business on the Record Date for such Payment Date.\nContract Adjustment Payments and distributions on the Trust Preferred Securities\nor payments on the appropriate Treasury Consideration (as specified in clause\n(i) of the definition of the Remarketing Value), as the case may be, will be\npayable at the office of the Purchase Contract Agent in The City of New York or,\nat the option of the Company, by check mailed to the address of the Person\nentitled thereto as such address appears on the Normal Units Register or by wire\ntransfer to an account specified by the Company. Notwithstanding the foregoing,\nthe Company may at its discretion defer the Contract Adjustment Payments, but\nnot beyond the Stock Purchase Date. The Company will pay additional Contract\nAdjustment Payments on installments of Contract Adjustment Payments so deferred\nat a rate of 1.25% per year until paid, unless the Purchase Contract has been\nearlier settled or terminated.\n\n\n        Reference is hereby made to the further provisions set forth on the\nreverse hereof, which further provisions shall for all purposes have the same\neffect as if set forth at this place.\n\n        Unless the certificate of authentication hereon has been executed by\nthe Purchase Contract Agent by manual signature, this Normal Units Certificate\nshall not be entitled to any benefit under the Pledge Agreement or the Purchase\nContract Agreement or be valid or obligatory for any purpose.\n\n\n                                      A-3\n\n\n\n\n\n\n        IN WITNESS WHEREOF, the Company has caused this instrument to be\nduly executed.\n\n\n                                    RAYTHEON COMPANY\n\n\n                                    By: __________________________________\n                                        Name:\n                                        Title:\n\n\n\n\n\n                                    By: __________________________________\n                                        Name:\n                                        Title:\n\n\n\n                                    HOLDER SPECIFIED ABOVE (as to obligations\n                                    of such Holder under the Purchase\n                                    Contracts evidenced hereby)\n\n                                    By:   THE BANK OF NEW YORK, not\n                                          individually but solely as\n                                          Attorney-in-Fact of such Holder\n\n\n\n                                    By: __________________________________\n                                        Name:\n                                        Title:\n\n\n\nDated:\n\n\n\n                                      A-4\n\n\n\n\n             PURCHASE CONTRACT AGENT'S CERTIFICATE OF AUTHENTICATION\n\n\n        This is one of the Normal Units Certificates referred to in the\nwithin mentioned Purchase Contract Agreement.\n\n                                    THE BANK OF NEW YORK,\n                                    as Purchase Contract Agent\n\n\n\n                                    By: __________________________________\n                                        Authorized Signatory\n\n\n\n\n\n                                      A-5\n\n\n\n\n                  (Form of Reverse of Normal Units Certificate)\n\n\n        Each Purchase Contract evidenced hereby is governed by a Purchase\nContract Agreement, dated as of May 9, 2001 (as may be supplemented from time to\ntime, the \"Purchase Contract Agreement\"), between the Company and Bank One Trust\nCompany, N.A., as Purchase Contract Agent (including its successors thereunder,\nherein called the \"Purchase Contract Agent\"), to which Purchase Contract\nAgreement and supplemental agreements thereto reference is hereby made for a\ndescription of the respective rights, limitations of rights, obligations, duties\nand immunities thereunder of the Purchase Contract Agent, the Company, and the\nHolders and of the terms upon which the Normal Units Certificates are, and are\nto be, executed and delivered.\n\n        Each Purchase Contract evidenced hereby obligates the Holder of this\nNormal Units Certificate to purchase, and the Company to sell, on the Stock\nPurchase Date at a price equal to $50 (the \"Purchase Price\"), a number of shares\nof Common Stock of the Company equal to the Settlement Rate, unless, on or prior\nto the Stock Purchase Date, there shall have occurred a Termination Event or an\nEarly Settlement or Merger Early Settlement with respect to the Unit of which\nsuch Purchase Contract is a part. The \"Settlement Rate\" is equal to (a) if the\nApplicable Market Value (as defined below) is equal to or greater than $33.55\n(the \"Threshold Appreciation Price\"), 1.4903 shares of Common Stock per Purchase\nContract, (b) if the Applicable Market Value is less than the Threshold\nAppreciation Price but is greater than $27.50 the number of shares of Common\nStock per Purchase Contract equal to the Stated Amount divided by the Applicable\nMarket Value and (c) if the Applicable Market Value is less than or equal to\n$27.50, 1.8182 shares of Common Stock per Purchase Contract, in each case\nsubject to adjustment as provided in the Purchase Contract Agreement. No\nfractional shares of Common Stock will be issued upon settlement of Purchase\nContracts, as provided in the Purchase Contract Agreement.\n\n        The \"Applicable Market Value\" means the average of the Closing Price\nper share of Common Stock on each of the 20 consecutive Trading Days ending on\nthe third Trading Day immediately preceding the Stock Purchase Date.\n\n        The \"Closing Price\" of the Common Stock on any date of determination\nmeans the closing sale price (or, if no closing price is reported, the last\nreported sale price) of the Common Stock on the New York Stock Exchange (the\n\"NYSE\") on such date or, if the Common Stock is not listed for trading on the\nNYSE on any such date, as reported in the composite transactions for the\nprincipal United States securities exchange on which the Common Stock is so\nlisted, or if the Common Stock is not so listed on a United States national or\nregional securities exchange, as reported by The Nasdaq Stock Market, or, if the\nCommon Stock is not so reported, the last quoted bid price for the Common Stock\nin the over-the-counter market as reported by the National Quotation Bureau or\nsimilar organization, or, if such bid price is not available, the market value\nof the Common Stock on such date as determined by a nationally recognized\nindependent investment banking firm retained for this purpose by the Company.\n\n        A \"Trading Day\" means a day on which the Common Stock (A) is not\nsuspended from trading on any national or regional securities exchange or\nassociation or over-the-counter market at the close of business and (B) has\ntraded at least once on the national or regional \n\n\n                                      A-6\n\n\n\nsecurities exchange or association or over-the-counter market that is the \nprimary market for the trading of the Common Stock.\n\n        Each Purchase Contract evidenced hereby may be settled prior to the\nStock Purchase Date through Early Settlement or Merger Early Settlement, in\naccordance with the terms of the Purchase Contract Agreement.\n\n        In accordance with the terms of the Purchase Contract Agreement, the\nHolder of this Normal Units Certificate shall pay the Purchase Price for the\nshares of Common Stock purchased pursuant to each Purchase Contract evidenced\nhereby (i) by effecting an Early Settlement or Merger Early Settlement, (ii) by\napplication of payments received in respect of the Pledged Treasury\nConsideration acquired from the proceeds of a remarketing of the related Pledged\nTrust Preferred Securities underlying the Normal Units represented by this\nNormal Units Certificate or (iii) if the Holder has elected not to participate\nin the remarketing, by application of payments received in respect of the\nPledged Treasury Consideration deposited by such Holder in respect of such\nPurchase Contract. If, as provided in the Purchase Contract Agreement, upon the\noccurrence of a Failed Remarketing the Collateral Agent, for the benefit of the\nCompany, exercises its rights as a secured creditor with respect to the Pledged\nTrust Preferred Securities related to this Normal Units Certificate, any\naccumulated and unpaid distributions on such Pledged Trust Preferred Securities\nwill become payable by the Company to the Holder of this Normal Units\nCertificate in the manner provided for in the Purchase Contract Agreement.\n\n        The Company shall not be obligated to issue any shares of Common\nStock in respect of a Purchase Contract or deliver any certificates therefor to\nthe Holder unless it shall have received payment in full of the aggregate\nPurchase Price for the shares of Common Stock to be purchased thereunder in the\nmanner herein set forth.\n\n        The Company shall pay on each Payment Date, commencing August 15,\n2001, in respect of each Purchase Contract forming part of a Normal Unit\nevidenced hereby, an amount (the \"Contract Adjustment Payments\") equal to 1.25%\nper annum of the Stated Amount computed on the basis of (i) for any full\nquarterly period, a 360-day year of twelve 30-day months, (ii) for any period\nshorter than a full quarterly period, a 30-day month and (iii) for periods less\nthan a month, the actual number of days elapsed per 30-day period. Such Contract\nAdjustment Payments shall be payable to the Person in whose name this Normal\nUnit Certificate (or a Predecessor Normal Unit Certificate) is registered at the\nclose of business on the Record Date for such Payment Date.\n\n        Under the terms of the Pledge Agreement, the Purchase Contract Agent\nwill be entitled to exercise the voting and any other consensual rights\npertaining to the Pledged Trust Preferred Securities. Upon receipt of notice of\nany meeting at which holders of Trust Preferred Securities are entitled to vote\nor upon the solicitation of consents, waivers or proxies of holders of Trust\nPreferred Securities, the Purchase Contract Agent shall, as soon as practicable\nthereafter, mail to the Holders of Normal Units a notice (a) containing such\ninformation as is contained in the notice or solicitation, (b) stating that each\nsuch Holder on the record date set by the Purchase Contract Agent therefor\n(which, to the extent possible, shall be the same date as the record date \n\n\n                                      A-7\n\n\n\nfor determining the holders of Trust Preferred Securities entitled to vote) \nshall be entitled to instruct the Purchase Contract Agent as to the exercise of \nthe voting rights pertaining to the Pledged Trust Preferred Securities \nconstituting a part of such Holder's Normal Units and (c) stating the manner in \nwhich such instructions may be given. Upon the written request of the Holders of\nNormal Units on such record date, the Purchase Contract Agent shall endeavor \ninsofar as practicable to vote or cause to be voted, in accordance with the \ninstructions set forth in such requests, the maximum number of Pledged Trust \nPreferred Securities as to which any particular voting instructions are \nreceived. In the absence of specific instructions from the Holder of a Normal \nUnit, the Purchase Contract Agent shall abstain from voting the Pledged Trust \nPreferred Security evidenced by such Normal Unit.\n\n        Upon a voluntary or involuntary dissolution of the Trust, a\nprincipal amount of the Notes constituting the assets of the Trust and\nunderlying the Pledged Trust Preferred Securities equal to the aggregate Stated\nAmount of the Pledged Trust Preferred Securities shall be delivered to the\nCollateral Agent in exchange for Pledged Trust Preferred Securities. Thereafter,\nthe Notes shall be held by the Collateral Agent to secure the obligations of\neach Holder of Normal Units to purchase shares of Common Stock under the\nPurchase Contracts constituting a part of such Normal Units. Following a\nvoluntary or involuntary dissolution of the Trust, the Holders and the\nCollateral Agent shall have such security interests, rights and obligations with\nrespect to the Notes as the Holders and the Collateral Agent had in respect of\nthe Pledged Trust Preferred Securities, and any reference in the Purchase\nContract Agreement or Pledge Agreement to the Trust Preferred Securities or\nPledged Trust Preferred Securities shall be deemed to be a reference to the\nNotes.\n\n        Upon the occurrence of a Tax Event Redemption prior to the Stock\nPurchase Date, the Redemption Price payable on the Tax Event Redemption Date\nwith respect to the Applicable Principal Amount of Trust Preferred Securities\nshall be delivered to the Securities Intermediary in exchange for the Pledged\nTrust Preferred Securities. Thereafter, pursuant to the terms of the Pledge\nAgreement, the Securities Intermediary will apply an amount equal to the\nRedemption Amount of such Redemption Price to purchase, the Treasury Portfolio\nand promptly (a) transfer the Applicable Ownership Interest (as specified in\nclause (A) of the definition of such term) of the Treasury Portfolio to the\nCollateral Account to secure the obligations of each Holder of Normal Units to\npurchase shares of Common Stock under the Purchase Contracts constituting a part\nof such Normal Units, (b) transfer the Applicable Ownership Interest (as\nspecified in clause (B) of the definition of such term) of the Treasury\nPortfolio to the Agent for the benefit of the Holders of such Normal Units and\n(c) remit the remaining portion of such Redemption Price to the Agent for\npayment to the Holders of such Normal Units.\n\n        Following the occurrence of a Tax Event Redemption prior to the\nStock Purchase Date, the Holders of Normal Units and the Collateral Agent shall\nhave such security interest rights and obligations with respect to the\nApplicable Ownership Interest (as specified in clause (A) of the definition of\nsuch term) of the Treasury Portfolio as the Holder of Normal Units and the\nCollateral Agent had in respect of the Trust Preferred Securities, subject to\nthe Pledge thereof as provided in the Pledge Agreement and any reference herein\nto the Trust Preferred Securities shall be deemed to be a reference to such\nTreasury Portfolio.\n\n\n                                      A-8\n\n\n\n        The Normal Units Certificates are issuable only in registered form\nand only in denominations of a single Normal Unit and any integral multiple\nthereof. The transfer of any Normal Units Certificate will be registered and\nNormal Units Certificates may be exchanged as provided in the Purchase Contract\nAgreement. The Normal Units Registrar may require a Holder, among other things,\nto furnish appropriate endorsements and transfer documents permitted by the\nPurchase Contract Agreement. No service charge shall be required for any such\nregistration of transfer or exchange, but the Company and the Purchase Contract\nAgent may require payment of a sum sufficient to cover any tax or other\ngovernmental charge payable in connection therewith. The Holder of a Normal Unit\nmay substitute for the Pledged Trust Preferred Securities or Pledged Treasury\nConsideration securing its obligations under the related Purchase Contract\nTreasury Securities in accordance with the terms of the Purchase Contract\nAgreement and the Pledge Agreement. From and after such Collateral Substitution,\nthe Unit for which such Pledged Treasury Securities secures the Holder's\nobligation under the Purchase Contract shall be referred to as a \"Stripped\nUnit.\" A Holder that elects to substitute a Treasury Security for Pledged Trust\nPreferred Securities or Pledged Treasury Consideration, thereby creating\nStripped Units, shall be responsible for any fees or expenses payable in\nconnection therewith. Except as provided in the Purchase Contract Agreement, for\nso long as the Purchase Contract underlying a Normal Unit remains in effect,\nsuch Normal Unit shall not be separable into its constituent parts, and the\nrights and obligations of the Holder of such Normal Units in respect of the\nPledged Trust Preferred Security or Pledged Treasury Consideration, as the case\nmay be, and Purchase Contract constituting such Normal Unit may be transferred\nand exchanged only as a Normal Unit.\n\n        A Holder of Stripped Units may reestablish Normal Units by\ndelivering to the Collateral Agent Capital Securities or the appropriate\nTreasury Consideration in exchange for the release of the Pledged Treasury\nSecurities in accordance with the terms of the Purchase Contract Agreement and\nthe Pledge Agreement.\n\n        The Purchase Contracts and all obligations and rights of the Company\nand the Holders thereunder, including, without limitation, the rights of the\nHolders to receive, and the obligations of the Company to pay, Contract\nAdjustment Payments shall immediately and automatically terminate, without the\nnecessity of any notice or action by any Holder, the Purchase Contract Agent or\nthe Company, if, on or prior to the Stock Purchase Date, a Termination Event\nshall have occurred. Upon the occurrence of a Termination Event, the Company\nshall promptly but in no event later than two Business Days thereafter give\nwritten notice to the Purchase Contract Agent, the Collateral Agent and to the\nHolders, at their addresses as they appear in the Normal Units Register. Upon\nand after the occurrence of a Termination Event, the Collateral Agent shall\nrelease the Pledged Trust Preferred Securities or Pledged Treasury\nConsideration, as the case may be, from the Pledge in accordance with the\nprovisions of the Pledge Agreement.\n\n        Subject to and upon compliance with the provisions of the Purchase\nContract Agreement, at the option of the Holder thereof, Purchase Contracts\nunderlying Securities may be settled early (\"Early Settlement\") as provided in\nthe Purchase Contract Agreement; provided, however, that if a Tax Event\nRedemption has occurred and the Treasury Portfolio has become a \n\n\n                                      A-9\n\n\n\ncomponent of the Normal Units, Holders may settle early Normal Units only with \nrespect to Purchase Contracts underlying Normal Units with an aggregate Stated \nAmount equal to $1,000 or an integral multiple thereof. In order to exercise the\nright to effect Early Settlement with respect to any Purchase Contracts \nevidenced by this Normal Units Certificate, the Holder of this Normal Units \nCertificate shall deliver this Normal Units Certificate to the Agent at the \nCorporate Trust Office duly endorsed for transfer to the Company or in blank \nwith the form of election to Settle Early set forth below duly completed and \naccompanied by payment in the form of immediately available funds payable to the\norder of the Company in an amount (the \"Early Settlement Amount\") equal to \n(i) the product of (A) the Stated Amount times (B) the number of Purchase \nContracts with respect to which the Holder has elected to effect Early \nSettlement, plus (ii) if such delivery is made with respect to any Purchase \nContracts during the period from the close of business on any Record Date for \nany Payment Date to the opening of business on such Payment Date, an amount \nequal to the Contract Adjustment Payments payable on such Payment Date with \nrespect to such Purchase Contracts. Upon Early Settlement of Purchase Contracts \nby a Holder of the related Securities, the Pledged Treasury Securities or the \nappropriate Applicable Ownership Interest (as specified in clause (A) of the \ndefinition of such term) of the Treasury Portfolio underlying such Securities \nshall be released from the Pledge as provided in the Pledge Agreement and the \nHolder shall be entitled to receive a number of shares of Common Stock on \naccount of each Purchase Contract forming part of a Normal Units as to which \nEarly Settlement is effected equal to the Early Settlement Rate. The Early \nSettlement Rate shall initially be equal to 1.4903 shares of Common Stock and \nshall be adjusted in the same manner and at the same time as the Settlement Rate\nis adjusted as provided in the Purchase Contract Agreement.\n\n\n        Upon registration of transfer of this Normal Units Certificate, the\ntransferee shall be bound (without the necessity of any other action on the part\nof such transferee, except as may be required by the Purchase Contract Agent\npursuant to the Purchase Contract Agreement), under the terms of the Purchase\nContract Agreement and the Purchase Contracts evidenced hereby and the\ntransferor shall be released from the obligations under the Purchase Contracts\nevidenced by this Normal Units Certificate. The Company covenants and agrees,\nand the Holder, by its acceptance hereof, likewise covenants and agrees, to be\nbound by the provisions of this paragraph.\n\n        The Holder of this Normal Units Certificate, by its acceptance\nhereof, authorizes the Purchase Contract Agent to enter into and perform the\nrelated Purchase Contracts forming part of the Normal Units evidenced hereby on\nhis behalf as his attorney-in-fact, expressly withholds any consent to the\nassumption (i.e., affirmance) of the Purchase Contracts by the Company or its\ntrustee in the event that the Company becomes the subject of a case under the\nBankruptcy Code, agrees to be bound by the terms and provisions thereof,\ncovenants and agrees to perform such Holder's obligations under such Purchase\nContracts, consents to the provisions of the Purchase Contract Agreement,\nauthorizes the Purchase Contract Agent to enter into and perform the Pledge\nAgreement on such Holder's behalf as attorney-in-fact, and consents to the\nPledge of the Trust Preferred Securities or the appropriate Treasury\nConsideration, as the case may be, underlying this Normal Units Certificate\npursuant to the Pledge Agreement. The Holder further covenants and agrees, that,\nto the extent and in the manner provided in the Purchase \n\n\n                                      A-10\n\n\n\nContract Agreement and the Pledge Agreement, but subject to the terms thereof, \npayments in respect of the Pledged Trust Preferred Securities or the Pledged \nTreasury Consideration, as the case may be, to be paid upon settlement of such \nHolder's obligations to purchase Common Stock under the Purchase Contract, shall\nbe paid on the Stock Purchase Date by the Collateral Agent to the Company in \nsatisfaction of such Holder's obligations under such Purchase Contract and such \nHolder shall acquire no right, title or interest in such payments.\n\n        Each Holder of any Unit, and each Beneficial Owner thereof, by its\nacceptance thereof or of its interest therein, further agrees to treat (i)\nitself as the owner of the related Trust Preferred Securities, or Treasury\nConsideration, as the case may be, and (ii) the Notes as indebtedness of the\nCompany, in each case, for United States federal, state and local income and\nfranchise tax purposes.\n\n        Subject to certain exceptions, the provisions of the Purchase\nContract Agreement may be amended with the consent of the Holders of a majority\nof the Purchase Contracts.\n\n        The Purchase Contracts shall for all purposes be governed by, and\nconstrued in accordance with, the laws of the State of New York.\n\n        The Company, the Purchase Contract Agent and its Affiliates and any\nagent of the Company or the Purchase Contract Agent may treat the Person in\nwhose name this Normal Units Certificate is registered as the owner of the\nNormal Units evidenced hereby for the purpose of receiving payments of\ndistributions payable quarterly on the Trust Preferred Securities or the\nTreasury Consideration, as the case may be, performance of the Purchase\nContracts (including the Contract Adjustment Payments) and for all other\npurposes whatsoever, whether or not any payments in respect thereof be overdue\nand notwithstanding any notice to the contrary, and neither the Company, the\nPurchase Contract Agent, such Affiliates nor any such agent shall be affected by\nnotice to the contrary.\n\n        The Purchase Contracts shall not, prior to the settlement thereof,\nentitle the Holder to any of the rights of a holder of shares of Common Stock.\n\n        A copy of the Purchase Contract Agreement is available for\ninspection at the offices of the Purchase Contract Agent.\n\n\n                                      A-11\n\n\n\n\n                                  ABBREVIATIONS\n\n            The following abbreviations, when used in the inscription on the\nface of this instrument, shall be construed as though they were written out in\nfull according to applicable laws or regulations:\n\nTEN COM -                               as tenants in common\nUNIF GIFT MIN ACT -                                 Custodian\n  \n                                        _______________________________________\n                                        (cust)                          (minor)\n\n                                        Under Uniform Gifts to Minors Act\n\n                                        _______________________________________\n                                                                        (State)\nTEN ENT -                               as tenants by the entireties\n\nJT TEN -                                as joint tenants with right of\n                                        survivorship and not as tenants in\n                                        common\n\n\nAdditional abbreviations may also be used though not in the above list.\n\n        FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and\ntransfer(s)\nunto___________________________________________________________________________\n_______________________________________________________________________________\n\n(Please insert Social Security or Taxpayer I.D. or other Identifying Number\nof Assignee)\n\n_______________________________________________________________________________\n_______________________________________________________________________________\n_______________________________________________________________________________\n\n(Please Print or Type Name and Address Including Postal Zip Code of Assignee)\nthe within Normal Units Certificates and all rights thereunder, hereby\nirrevocably constituting and appointing\n\n_______________________________________________________________________________\n\n\n                                      A-12\n\n\n\n\nattorney to transfer said Normal Units Certificates on the books of Raytheon\nCompany with full power of substitution in the premises.\n\nDated:                                   _____________________________________\n                                         Signature\n\n                                         NOTICE: The signature to this\n                                         assignment must correspond with the\n                                         name as it appears upon the face of\n                                         the within Normal Units Certificates\n                                         in every particular, without\n                                         alteration or enlargement or any\n                                         change whatsoever.\n\n\n\nSignature Guarantee:___________________________________________________________\n\n\n\n                                      A-13\n\n\n\n\n                             SETTLEMENT INSTRUCTIONS\n\n        The undersigned Holder directs that a certificate for shares of\nCommon Stock deliverable upon settlement on or after the Stock Purchase Date of\nthe Purchase Contracts underlying the number of Normal Units evidenced by this\nNormal Units Certificate be registered in the name of, and delivered, together\nwith a check in payment for any fractional share, to the undersigned at the\naddress indicated below unless a different name and address have been indicated\nbelow. If shares are to be registered in the name of a Person other than the\nundersigned, the undersigned will pay any transfer tax payable incident thereto.\n\nDated:                                   ______________________________________\n                                         Signature\n                                         Signature Guarantee:__________________\n\n\n                       (if assigned to another person)\n\nIf shares are to be registered in the    REGISTERED HOLDER \nname of and delivered to a Person \nother than the Holder, please            Please print name\n(i) print such Person's name and         and address of Registered Holder\naddress and (ii) provide a gaurantee \nof your signature::\n                                        \n_____________________________________   ______________________________________\n            Name                                        Name\n                                        \n_____________________________________   ______________________________________\n            Address                                     Address\n\n_____________________________________   ______________________________________\n_____________________________________   ______________________________________\n_____________________________________   ______________________________________\n\nSocial Security or other Taxpayer\nIdentification Number, if any\n\n\n                                      A-14\n\n\n\n\n                            ELECTION TO SETTLE EARLY\n\n        The undersigned Holder of this Normal Units Certificate hereby\nirrevocably exercises the option to effect Early Settlement in accordance with\nthe terms of the Purchase Contract Agreement with respect to the Purchase\nContracts underlying the number of Normal Units evidenced by this Normal Units\nCertificate specified below. The option to effect Early Settlement may be\nexercised only with respect to Purchase Contracts underlying Normal Units with\nan aggregate Stated Amount equal to $1,000 or an integral multiple thereof. The\nundersigned Holder directs that a certificate for shares of Common Stock\ndeliverable upon such Early Settlement be registered in the name of, and\ndelivered, together with a check in payment for any fractional share and any\nNormal Units Certificate representing any Normal Units evidenced hereby as to\nwhich Early Settlement of the related Purchase Contracts is not effected, to the\nundersigned at the address indicated below unless a different name and address\nhave been indicated below. Pledged Trust Preferred Securities or Pledged\nTreasury Consideration, as the case may be, deliverable upon such Early\nSettlement will be transferred in accordance with the transfer instructions set\nforth below. If shares are to be registered in the name of a Person other than\nthe undersigned, the undersigned will pay any transfer tax payable incident\nthereto.\n\n\n\nDated:                                   _____________________________________\n                                         Signature\n\n\nSignature Guarantee: __________________________________\n\n\n\n                                      A-15\n\n\n\n\n\n\n        Number of Units evidenced hereby as to which Early Settlement of the\nrelated Purchase Contracts is being elected:\n\nIf shares of Common Stock or Normal      REGISTERED HOLDER\nUnits Certificates are to be registered\nin the name of and delivered to, and\nPledged Trust Preferred Securities or \nPledged Treasury Consideration, as the\ncase may be, are to be transferred to,\na Person other than the Holder, please   Please print name and address of\nprint such Person's name and address:    Registered Holder:\n\n_______________________________________ _______________________________________\n            Name                                     Name\n\n_______________________________________ _______________________________________\n            Address                                  Address\n_______________________________________ _______________________________________\n_______________________________________ _______________________________________\n_______________________________________ _______________________________________\n\nSocial Security or other Taxpayer\nIdentification Number, if any            ______________________________________\n\n\nTransfer instructions for Pledged Trust Preferred Securities or Pledged Treasury\nConsideration, as the case may be, transferable upon Early Settlement or a\nTermination Event:\n\n_______________________________________________________________________________\n_______________________________________________________________________________\n_______________________________________________________________________________\n\n\n                                      A-16\n\n\n\n\n                     [TO BE ATTACHED TO GLOBAL CERTIFICATES]\n\n            SCHEDULE OF INCREASES OR DECREASES IN GLOBAL CERTIFICATE\n\n        The following increases or decreases in this Global Certificate have\nbeen made:\n\n                                 Amount of        Stated Amount of Signature of\n                                 increase in      the Global       authorized\n              Amount of          Stated           Certificate      officer\n              decrease in Stated Amount of the    following such   of Purchase\n              Amount of the      Global           decrease of      Contract\nDate          Global Certificate Certificate      Increase         Agent\n----          ------------------ -------------    ---------------- ------------\n\n\n\n\n                                      A-17\n\n\n\n\n                                    EXHIBIT B\n\n\n        THIS CERTIFICATE IS A GLOBAL CERTIFICATE WITHIN THE MEANING OF THE\nPURCHASE CONTRACT AGREEMENT (AS HEREINAFTER DEFINED) AND IS REGISTERED IN THE\nNAME OF A CLEARING AGENCY OR A NOMINEE THEREOF. THIS CERTIFICATE MAY NOT BE\nEXCHANGED IN WHOLE OR IN PART FOR A CERTIFICATE REGISTERED, AND NO TRANSFER OF\nTHIS CERTIFICATE IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY\nPERSON OTHER THAN SUCH CLEARING AGENCY OR A NOMINEE THEREOF, EXCEPT IN THE\nLIMITED CIRCUMSTANCES DESCRIBED IN THE PURCHASE CONTRACT AGREEMENT.\n\n        Unless this Certificate is presented by an authorized representative\nof The Depository Trust Company (55 Water Street, New York, New York) to the\nCompany or its Purchase Contract Agent for registration of transfer, exchange or\npayment, and any Certificate issued is registered in the name of Cede &amp; Co., or\nsuch other name as requested by an authorized representative of The Depository\nTrust Company, and any payment hereon is made to Cede &amp; Co., ANY TRANSFER,\nPLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY A PERSON IS WRONGFUL since\nthe registered owner hereof, Cede &amp; Co., has an interest herein.\n\n\nNo.                                                         CUSIP No.\nNumber of Stripped Units\n\n                   Form of Face of Stripped Units Certificate\n\n        This Stripped Units Certificate certifies that Cede &amp; Co. is the\nregistered Holder of the number of Stripped Units set forth above. Each Stripped\nUnit represents (i) a 1\/20 undivided beneficial ownership interest in a Treasury\nSecurity, subject to the Pledge of such interest in such Treasury Security by\nsuch Holder pursuant to the Pledge Agreement, and (ii) the rights and\nobligations of the Holder under one Purchase Contract with Raytheon Company, a\nDelaware corporation (the \"Company\"). All capitalized terms used herein which\nare defined in the Purchase Contract Agreement have the meaning set forth\ntherein.\n\n\n        Pursuant to the Pledge Agreement, the Treasury Security constituting\npart of each Stripped Unit evidenced hereby has been pledged to the Collateral\nAgent, for the benefit of the Company, to secure the obligations of the Holder\nunder the Purchase Contract comprising a part of such Stripped Unit.\n\n        Each Purchase Contract evidenced hereby obligates the Holder of this\nStripped Units Certificate to purchase, and the Company to sell, on May 15, 2004\n(the \"Stock Purchase Date\"), at a price equal to $50 (the \"Stated Amount\"), a\nnumber of shares of Common Stock of the Company, equal to the Settlement Rate,\nunless on or prior to the Stock Purchase Date there shall have occurred a\nTermination Event or an Early Settlement or Merger Early Settlement with \n\n\n                                      B-1\n\n\n\nrespect to the Stripped Units of which such Purchase Contract is a part, all as \nprovided in the Purchase Contract Agreement and more fully described on the \nreverse hereof. The Purchase Price (as defined herein) for the shares of Common \nStock purchased pursuant to each Purchase Contract evidenced hereby, if not paid\nearlier, shall be paid on the Stock Purchase Date by application of payments\nreceived in respect of the Pledged Treasury Securities pledged to secure the\nobligations under such Purchase Contract in accordance with the terms of the\nPledge Agreement.\n\n        Reference is hereby made to the further provisions set forth on the\nreverse hereof, which further provisions shall for all purposes have the same\neffect as if set forth at this place.\n\n        Unless the certificate of authentication hereon has been executed by\nthe Purchase Contract Agent by manual signature, this Stripped Units Certificate\nshall not be entitled to any benefit under the Pledge Agreement or the Purchase\nContract Agreement or be valid or obligatory for any purpose.\n\n        IN WITNESS WHEREOF, the Company has caused this instrument to be\nduly executed.\n\n\n                                    RAYTHEON COMPANY\n\n\n                                    By:____________________________________\n                                       Name:\n                                       Title:\n\n\n                                    By:____________________________________\n                                       Name:\n                                       Title:\n\n\n                                    HOLDER SPECIFIED ABOVE (as to obligations\n                                    of such Holder under the Purchase\n                                    Contracts)\n\n                                    By:   THE BANK OF NEW YORK, not\n                                          individually but solely as\n                                          Attorney-in-Fact\n                                          of such Holder\n\n\n                                    By:____________________________________\n                                       Name:\n                                       Title:\n\n\n\n\n                                      B-2\n\n\n\nDated:\n\n\n\n\n\n                                      B-3\n\n\n\n\n             PURCHASE CONTRACT AGENT'S CERTIFICATE OF AUTHENTICATION\n\n\n        This is one of the Stripped Units Certificates referred to in the\nwithin-mentioned Purchase Contract Agreement.\n\n\n\n                                    THE BANK OF NEW YORK,\n                                    as Purchase Contract Agent\n\n\n                                    By:____________________________________\n                                       Authorized Signatory\n\n\n\n\n                                      B-4\n\n\n\n\n                     (Reverse of Stripped Units Certificate)\n\n\n        Each Purchase Contract evidenced hereby is governed by a Purchase\nContract Agreement, dated as of May 9, 2001 (as may be supplemented from time to\ntime, the \"Purchase Contract Agreement\"), between the Company and Bank One Trust\nCompany, N.A., as Purchase Contract Agent (including its successors thereunder,\nherein called the \"Purchase Contract Agent\"), to which the Purchase Contract\nAgreement and supplemental agreements thereto reference is hereby made for a\ndescription of the respective rights, limitations of rights, obligations, duties\nand immunities thereunder of the Purchase Contract Agent, the Company and the\nHolders and of the terms upon which the Stripped Units Certificates are, and are\nto be, executed and delivered.\n\n        Each Purchase Contract evidenced hereby obligates the Holder of this\nStripped Units Certificate to purchase, and the Company to sell, on the Stock\nPurchase Date at a price equal to the Stated Amount (the \"Purchase Price\"), a\nnumber of shares of Common Stock of the Company equal to the Settlement Rate,\nunless, on or prior to the Stock Purchase Date, there shall have occurred a\nTermination Event or an Early Settlement or Merger Early Settlement with respect\nto the Unit of which such Purchase Contract is a part. The \"Settlement Rate\" is\nequal to (a) if the Applicable Market Value (as defined below) is equal to or\ngreater than $33.55 (the \"Threshold Appreciation Price\"), 1.4903 shares of\nCommon Stock per Purchase Contract, (b) if the Applicable Market Value is less\nthan the Threshold Appreciation Price but is greater than $27.50, the number of\nshares of Common Stock per Purchase Contract equal to the Stated Amount divided\nby the Applicable Market Value and (c) if the Applicable Market Value is less\nthan or equal to $27.50, 1.8182 shares of Common Stock per Purchase Contract, in\neach case subject to adjustment as provided in the Purchase Contract Agreement.\nNo fractional shares of Common Stock will be issued upon settlement of Purchase\nContracts, as provided in the Purchase Contract Agreement.\n\n        The \"Applicable Market Value\" means the average of the Closing\nPrices per share of Common Stock on each of the 20 consecutive Trading Days\nending on the third Trading Day immediately preceding the Stock Purchase Date.\n\n        The \"Closing Price\" of the Common Stock on any date of determination\nmeans the closing sale price (or, if no closing price is reported, the last\nreported sale price) of the Common Stock on the New York Stock Exchange (the\n\"NYSE\") on such date or, if the Common Stock is not listed for trading on the\nNYSE on any such date, as reported in the composite transactions for the\nprincipal United States securities exchange on which the Common Stock is so\nlisted, or if the Common Stock is not so listed on a United States national or\nregional securities exchange, as reported by The Nasdaq Stock Market, or, if the\nCommon Stock is not so reported, the last quoted bid price for the Common Stock\nin the over-the-counter market as reported by the National Quotation Bureau or\nsimilar organization, or, if such bid price is not available, the market value\nof the Common Stock on such date as determined by a nationally recognized\nindependent investment banking firm retained for this purpose by the Company.\n\n\n                                      B-5\n\n\n\n        A \"Trading Day\" means a day on which the Common Stock (A) is not\nsuspended from trading on any national or regional securities exchange or\nassociation or over-the-counter market at the close of business and (B) has\ntraded at least once on the national or regional securities exchange or\nassociation or over-the-counter market that is the primary market for the\ntrading of the Common Stock.\n\n        Each Purchase Contract evidenced hereby may be settled prior to the\nStock Purchase Date through Early Settlement or Merger Early Settlement, in\naccordance with the terms of the Purchase Contract Agreement.\n\n        In accordance with the terms of the Purchase Contract Agreement, the\nHolder of this Stripped Units Certificate shall pay the Purchase Price for the\nshares of Common Stock purchased pursuant to each Purchase Contract evidenced\nhereby (i) by effecting an Early Settlement or Merger Early Settlement or (ii)\nby application of payments received in respect of the Pledged Treasury\nSecurities underlying the Stripped Units represented by this Stripped Units\nCertificate.\n\n        The Company shall not be obligated to issue any shares of Common\nStock in respect of a Purchase Contract or deliver any certificates therefor to\nthe Holder unless it shall have received payment in full of the aggregate\nPurchase Price for the shares of Common Stock to be purchased thereunder in the\nmanner herein set forth.\n\nThe Company shall pay on February 15, May 15, August 15 and November 15 of each\nyear (each, a \"Payment Date\"), commencing February 15, 2001, in respect of each\nPurchase Contract evidenced hereby, an amount (the \"Contract Adjustment\nPayments\") equal to 1.25% per annum of the Stated Amount computed on the basis\nof (i) for any full quarterly period, a 360-day year of twelve 30-day months,\n(ii) for any period shorter than a full quarterly period, a 30-day month and\n(iii) for periods less than a month, the actual number of days elapsed per\n30-day period). Such Contract Adjustment Payments shall be payable to the Person\nin whose name this Stripped Units Certificate (or a Predecessor Stripped Units\nCertificate) is registered at the close of business on the Record Date for such\nPayment Date. Notwithstanding the foregoing, the Company may at its discretion\ndefer the Contract Adjustment Payments, but not beyond the Stock Purchase Date.\nThe Company will pay additional Contract Adjustment Payments on installments of\nContract Adjustment Payments so deferred at a rate of 1.25% per year until paid,\nunless the Purchase Contract has been earlier settled or terminated.\n\n\n        The Stripped Units Certificates are issuable only in registered form\nand only in denominations of a single Stripped Unit and any integral multiple\nthereof. The transfer of any Stripped Units Certificate will be registered and\nStripped Units Certificates may be exchanged as provided in the Purchase\nContract Agreement. The Stripped Units Registrar may require a Holder, among\nother things, to furnish appropriate endorsements and transfer documents\npermitted by the Purchase Contract Agreement. No service charge shall be\nrequired for any such registration of transfer or exchange, but the Company and\nthe Purchase Contract Agent may require payment of a sum sufficient to cover any\ntax or other governmental charge payable in\n\n\n                                      B-6\n\n\n\nconnection therewith. The Holder of a Stripped Unit may substitute for the \nPledged Treasury Securities securing its obligations under the related Purchase \nContract Trust Preferred Securities or the appropriate Treasury Consideration in\naccordance with the terms of the Purchase Contract Agreement and the Pledge \nAgreement. From and after such substitution, the Unit for which such Pledged \nTrust Preferred Securities or Pledged Treasury Consideration secures the \nHolder's obligation under the Purchase Contract shall be referred to as a \n\"Normal Unit.\" A Holder that elects to substitute Trust Preferred Securities or \nthe appropriate Treasury Consideration, as the case may be, for Pledged Treasury\nSecurities, thereby reestablishing Normal Units, shall be responsible for any \nfees or expenses payable in connection therewith. Except as provided in the \nPurchase Contract Agreement, for so long as the Purchase Contract underlying a \nStripped Unit remains in effect, such Stripped Unit shall not be separable into \nits constituent parts, and the rights and obligations of the Holder of such \nStripped Unit in respect of the Pledged Treasury Security and the Purchase \nContract constituting such Stripped Unit may be transferred and exchanged only \nas a Stripped Unit.\n\n        The Purchase Contracts and all obligations and rights of the Company\nand the Holders thereunder, including, without limitation, the rights of the\nHolder to receive, and the obligations of the Company to pay, Contract\nAdjustment Payments shall immediately and automatically terminate, without the\nnecessity of any notice or action by any Holder, the Purchase Contract Agent or\nthe Company, if, on or prior to the Stock Purchase Date, a Termination Event\nshall have occurred. Upon the occurrence of a Termination Event, the Company\nshall promptly but in no event later than two Business Days thereafter give\nwritten notice to the Purchase Contract Agent, the Collateral Agent and to the\nHolders, at their addresses as they appear in the Stripped Units Register. Upon\nand after the occurrence of a Termination Event, the Collateral Agent shall\nrelease the Pledged Treasury Securities from the Pledge in accordance with the\nprovisions of the Pledge Agreement.\n\n        Upon registration of transfer of this Stripped Units Certificate,\nthe transferee shall be bound (without the necessity of any other action on the\npart of such transferee, except as may be required by the Purchase Contract\nAgent pursuant to the Purchase Contract Agreement), under the terms of the\nPurchase Contract Agreement and the Purchase Contracts evidenced hereby and the\ntransferor shall be released from the obligations under the Purchase Contracts\nevidenced by this Stripped Units Certificate. The Company covenants and agrees,\nand the Holder, by his acceptance hereof, likewise covenants and agrees, to be\nbound by the provisions of this paragraph.\n\n        The Holder of this Stripped Units Certificate, by his acceptance\nhereof, authorizes the Purchase Contract Agent to enter into and perform the\nrelated Purchase Contracts forming part of the Stripped Units evidenced hereby\non his behalf as its attorney-in-fact, expressly withholds any consent to the\nassumption (i.e., affirmance) of the Purchase Contracts by the Company or its\ntrustee in the event that the Company becomes the subject of a case under the\nBankruptcy Code, agrees to be bound by the terms and provisions thereof,\ncovenants and agrees to perform such Holder's obligations under such Purchase\nContracts, consents to the provisions of the Purchase Contract Agreement,\nauthorizes the Purchase Contract Agent to enter into and perform the Pledge\nAgreement on such Holder's behalf as attorney-in-fact, and consents to the\n\n\n                                      B-7\n\n\n\nPledge of the Treasury Securities underlying this Stripped Units Certificate\npursuant to the Pledge Agreement. The Holder further covenants and agrees, that,\nto the extent and in the manner provided in the Purchase Contract Agreement and\nthe Pledge Agreement, but subject to the terms thereof, payments in respect of\nthe Pledged Treasury Securities, to be paid upon settlement of such Holder's\nobligations to purchase Common Stock under the Purchase Contract, shall be paid\non the Stock Purchase Date by the Collateral Agent to the Company in\nsatisfaction of such Holder's obligations under such Purchase Contract and such\nHolder shall acquire no right, title or interest in such payments.\n\n        Each Holder of any Unit, and each Beneficial Owner thereof, by its\nacceptance thereof or of its interest therein, further agrees to treat (i)\nitself as the owner of the related Trust Preferred Securities, Treasury\nConsideration or Treasury Securities, as the case may be, and (ii) the Notes as\nindebtedness of the Company, in each case, for United States federal, state and\nlocal income and franchise tax purposes.\n\n        Subject to certain exceptions, the provisions of the Purchase\nContract Agreement may be amended with the consent of the Holders of a majority\nof the Purchase Contracts.\n\n        The Purchase Contracts shall for all purposes be governed by, and\nconstrued in accordance with, the laws of the State of New York.\n\n        The Company, the Purchase Contract Agent and its Affiliates and any\nagent of the Company or the Purchase Contract Agent may treat the Person in\nwhose name this Stripped Units Certificate is registered as the owner of the\nStripped Units evidenced hereby for the purpose of performance of the Purchase\nContracts (including the Contract Adjustment Payments) and for all other\npurposes whatsoever, whether or not any payments in respect thereof be overdue\nand notwithstanding any notice to the contrary, and neither the Company, the\nPurchase Contract Agent, such Affiliate, nor any such agent shall be affected by\nnotice to the contrary.\n\n        The Purchase Contracts shall not, prior to the settlement thereof,\nentitle the Holder to any of the rights of a holder of shares of Common Stock.\n\n        A copy of the Purchase Contract Agreement is available for\ninspection at the offices of the Purchase Contract Agent.\n\n\n\n                                      B-8\n\n\n\n\n                                  ABBREVIATIONS\n\n\n            The following abbreviations, when used in the inscription on the\nface of this instrument, shall be construed as though they were written out in\nfull according to applicable laws or regulations:\n\nTEN COM -                               as tenants in common\nUNIF GIFT MIN ACT -                                 Custodian\n                                        _______________________________________\n                                        (cust)                          (minor)\n                                        Under Uniform Gifts to Minors Act\n\n                                        _______________________________________\n                                                          (State)\nTEN ENT -                               as tenants by the entireties\n\nJT TEN -                                as joint tenants with right of\n                                        survivorship and not as tenants in\n                                        common\n\n\nAdditional abbreviations may also be used though not in the above list.\n\n        FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and\ntransfer(s) unto ______________________________________________________________\n_______________________________________________________________________________\n\n\n(Please insert Social Security or Taxpayer I.D. or other Identifying Number\nof Assignee)\n_______________________________________________________________________________\n_______________________________________________________________________________\n_______________________________________________________________________________\n\n(Please Print or Type Name and Address Including Postal Zip Code of Assignee)\nthe within Stripped Units Certificates and all rights thereunder, hereby\nirrevocably constituting and appointing\n\n_______________________________________________________________________________\n\nattorney to transfer said Stripped Units Certificates on the books of Raytheon\nCompany with full power of substitution in the premises.\n\nDated:                                   _____________________________________\n                                         Signature\n\n\n                                      B-9\n\n\n\n                                         NOTICE: The signature to this\n                                         assignment must correspond with the\n                                         name as it appears upon the face of\n                                         the within Stripped Units Certificates\n                                         in every particular, without\n                                         alteration or enlargement or any\n                                         change whatsoever.\n\n\nSignature Guarantee:  _______________________________\n\n\n                                      B-10\n\n\n\n\n                             SETTLEMENT INSTRUCTIONS\n\n\n        The undersigned Holder directs that a certificate for shares of\nCommon Stock deliverable upon settlement on or after the Stock Purchase Date of\nthe Purchase Contracts underlying the number of Stripped Units evidenced by this\nStripped Units Certificate be registered in the name of, and delivered, together\nwith a check in payment for any fractional share, to the undersigned at the\naddress indicated below unless a different name and address have been indicated\nbelow. If shares are to be registered in the name of a Person other than the\nundersigned, the undersigned will pay any transfer tax payable incident thereto.\n\nDated:                                   ______________________________________\n                                         Signature\n                                         Signature Guarantee:__________________\n\n\nIf shares are to be registered in the  REGISTERED HOLDER \nname of and delivered to a Person \nother than the Holder, please \n(i) print such Person's name and \naddress and (ii) provide a guarantee   Please print name and address of \nof your signature:                     Registered Holder:\n\n_____________________________________   _______________________________________\n            Name                                     Name\n\n_____________________________________   _______________________________________\n            Address                                  Address\n_____________________________________   _______________________________________\n_____________________________________   _______________________________________\n_____________________________________   _______________________________________\n\nSocial Security or other Taxpayer\nIdentification Number, if any\n\n\n                                      B-11\n\n\n\n\n                            ELECTION TO SETTLE EARLY\n\n\n\n        The undersigned Holder of this Stripped Units Certificate hereby\nirrevocably exercises the option to effect Early Settlement in accordance with\nthe terms of the Purchase Contract Agreement with respect to the Purchase\nContracts underlying the number of Stripped Units evidenced by this Stripped\nUnits Certificate specified below. The option to effect Early Settlement may be\nexercised only with respect to Purchase Contracts underlying Stripped Units with\nan aggregate Stated Amount equal to $1,000 or an integral multiple thereof. The\nundersigned Holder directs that a certificate for shares of Common Stock\ndeliverable upon such Early Settlement be registered in the name of, and\ndelivered, together with a check in payment for any fractional share and any\nStripped Units Certificate representing any Stripped Units evidenced hereby as\nto which Early Settlement of the related Purchase Contracts is not effected, to\nthe undersigned at the address indicated below unless a different name and\naddress have been indicated below. Pledged Treasury Securities deliverable upon\nsuch Early Settlement will be transferred in accordance with the transfer\ninstructions set forth below. If shares are to be registered in the name of a\nPerson other than the undersigned, the undersigned will pay any transfer tax\npayable incident thereto.\n\nDated:                                   _____________________________________\n                                         Signature\n\n\nSignature Guarantee: ____________________\n\n\n\n                                      B-12\n\n\n\n        Number of Units evidenced hereby as to which Early Settlement of the\nrelated Purchase Contracts is being elected:\n\nIf shares of Common Stock or Stripped    REGISTERED HOLDER \nUnits Certificates are to be registered\nin the name of and delivered to and \nPledged Treasury Securities are to be\ntransferred to a Person other than the   Please print name and address of \nHolder, please print such Person's       Registered Holder:\nname and address:              \n_____________________________________   ______________________________________\n            Name                                     Name\n\n_____________________________________   ______________________________________\n            Address                                  Address\n_____________________________________   ______________________________________\n_____________________________________   ______________________________________\n_____________________________________   ______________________________________\n\nSocial Security or other Taxpayer\nIdentification Number, if any            _____________________________________\n\n\nTransfer instructions for Pledged Treasury Securities transferable upon Early\nSettlement or a Termination Event:\n\n_______________________________________________________________________________\n_______________________________________________________________________________\n_______________________________________________________________________________\n\n\n\n                                      B-13\n\n\n\n\n                     [TO BE ATTACHED TO GLOBAL CERTIFICATES]\n\n            SCHEDULE OF INCREASES OR DECREASES IN GLOBAL CERTIFICATE\n\n\n        The following increases or decreases in this Global Certificate have\nbeen made:\n\n                                 Amount of        Stated Amount of Signature of\n                                 increase in      the Global       authorized\n              Amount of          Stated           Certificate      officer\n              decrease in Stated Amount of the    following such   of Purchase\n              Amount of the      Global           decrease of      Contract\nDate          Global Certificate Certificate      Increase         Agent\n----          ------------------ -------------    ---------------- ------------\n\n\n\n\n                                      B-1\n\n\n\n\n\n                                    EXHIBIT C\n\n                   INSTRUCTION FROM PURCHASE CONTRACT AGENT TO\n                            COLLATERAL PURCHASE AGENT\n\n\nBank One Trust Company, N.A.\n153 West 51st Street\nNew York, NY 10019\nAttention:  Corporate Trust Services Division\n\n\n        Re:   8.25% Equity Security Units of Raytheon Company  (the\n              \"Company\"), and RC Trust I\n\n        We hereby notify you in accordance with Section 4.1 of the Pledge\nAgreement, dated as of May 9, 2001, among the Company, yourselves, as Collateral\nAgent, Custodial Agent and Securities Intermediary, and ourselves, as Purchase\nContract Agent and as attorney-in-fact for the holders of [Normal Units]\n[Stripped Units] from time to time, that the holder of securities listed below\n(the \"Holder\") has elected to substitute [$ _______ aggregate principal amount\nof Treasury Securities (CUSIP No. _____)] [$_______ stated liquidation amount of\nTrust Preferred Securities or the appropriate Treasury Consideration, as the\ncase may be,] in exchange for the related [Pledged Trust Preferred Securities or\nPledged Treasury Consideration, as the case may be (CUSIP No. ____),] [Pledged\nTreasury Securities] held by you in accordance with the Pledge Agreement and has\ndelivered to us a notice stating that the Holder has transferred [Treasury\nSecurities] [Trust Preferred Securities or the appropriate Treasury\nConsideration, as the case may be,] to you, as Collateral Agent. We hereby\ninstruct you, upon receipt of such [Pledged Treasury Securities] [Pledged Trust\nPreferred Securities or Pledged Treasury Consideration, as the case may be], and\nupon the payment by such Holder of any applicable fees, to release the [Trust\nPreferred Securities or Treasury Consideration, as the case may be,] [Treasury\nSecurities] related to such [Normal Units] [Stripped Units] to us in accordance\nwith the Holder's instructions.\n\nDate:_______________________\n\n                                    THE BANK OF NEW YORK\n\n\n                                    By:_____________________________________\n                                       Name:\n                                       Title:\n\n\n                                      C-1\n\n\n\nPlease print name and address of Registered Holder electing to substitute\n[Treasury Securities] [Trust Preferred Securities or Pledged Treasury\nConsideration, as the case may be,] for the [Pledged Trust Preferred Securities\nor Pledged Treasury Consideration, as the case may be,] [Pledged Treasury\nSecurities]:\n\n_____________________________________    ______________________________________\nName:                                    Social Security or other Taxpayer\n                                         Identification Number, if any\n_____________________________________\nAddress\n\n_____________________________________\n_____________________________________\n_____________________________________\n\n\n\n                                      C-2\n\n\n\n\n                                    EXHIBIT D\n\n                     INSTRUCTION TO PURCHASE CONTRACT AGENT\n\n\n\nThe Bank of New York\n101 Barclay Street, Floor 21W\nNew York, New York  10286\nAttn:  Corporate Trust Administration\n\n\n\n            Re:   8.25% Equity Security Units of Raytheon Company (the\n                  \"Company\"), and RC Trust I\n\n            The undersigned Holder hereby notifies you that it has delivered to\nBank One Trust Company, N.A., as Collateral Agent, Custodial Agent and\nSecurities Intermediary [$_________ aggregate principal amount of Treasury\nSecurities] [$_________ stated liquidation amount of Trust Preferred Securities\nor the appropriate Treasury Consideration, as the case may be,] in exchange for\nthe related [Pledged Trust Preferred Securities or Pledged Treasury\nConsideration as the case may be,] [Pledged Treasury Securities] held by the\nCollateral Agent, in accordance with Section 4.1 of the Pledge Agreement, dated\nas of May 9, 2001, among you, the Company, the Collateral Agent, Custodial Agent\nand Securities Intermediary. The undersigned Holder has paid the Collateral\nAgent all applicable fees relating to such exchange. The undersigned Holder\nhereby instructs you to instruct the Collateral Agent to release to you on\nbehalf of the undersigned Holder the [Pledged Trust Preferred Securities or\nPledged Treasury Consideration, as the case may be,] [Pledged Treasury\nSecurities] related to such [Normal Units] [Stripped Units].\n\n\nDate:                                    ____________________________________\n\n                                         By:_________________________________\n\n                                         ____________________________________\n                                         Signature Guarantee:\n\n\n\n\n                                      D-1\n\n\n\n\nDated:\n\nPlease print name and address of Registered Holder:\n\n_____________________________________    ______________________________________\nName:                                    Social Security or other Taxpayer\n                                         Identification Number, if any\n_____________________________________\nAddress\n\n_____________________________________\n_____________________________________\n_____________________________________\n\n\n\n                                      D-2\n\n\n\n\n                                    EXHIBIT E\n\n                          FORM OF REMARKETING AGREEMENT\n\n                                   [Attached]\n\n\n\n\n\n                                      E-1\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[8652],"corporate_contracts_industries":[9476],"corporate_contracts_types":[9613,9620],"class_list":["post-42719","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-raytheon-co","corporate_contracts_industries-aerospace__space","corporate_contracts_types-operations","corporate_contracts_types-operations__services"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/42719","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=42719"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=42719"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=42719"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=42719"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}