the Company ("Common Stock"), subject to antidilution adjustments. Each Preferred Security represents an undivided beneficial ownership interest in the assets of the Trust, which assets consist solely of the 5.75% Junior Subordinated Deferrable Interest Debentures due 2051 of the Company (the "Debentures"). Certain payments on the Preferred Securities and Common Securities (the "Trust Securities") are guaranteed (the "Guarantee") by the Company pursuant to the Guarantee Agreement (the "Guarantee Agreement") dated as of December 18, 2001, between the Company and The Bank of New York Mellon Trust Company, as successor guarantee trustee (in such capacity, the "Guarantee Trustee"). The Trust was formed on February 9, 2001 pursuant to a trust agreement dated as of February 8, 2001 (the "Original Trust Agreement") executed by the Company, as depositor, 1 "Preferred Income Equity Redeemable SecuritiesSM" and "PIERSSM" are service marks owned by Lehman Brothers Inc. and The Bank of New York (Delaware), as Delaware trustee (in such capacity, the "Delaware Trustee"), and a certificate of trust dated as of February 8, 2001 (the "Trust Certificate") filed with the Secretary of State of the State of Delaware. The Trust is governed by, and the Preferred Securities were issued under, the Original Trust Agreement, as amended and restated by the Amended and Restated Trust Agreement (the "Amended and Restated Trust Agreement" and, together with the Original Trust Agreement, the "Trust Agreement")) dated as of December 18, 2001, among the Company, the Property Trustee, the Delaware Trustee and A. Greig Woodring, Jack B. Lay and Todd C. Larson, as the initial administrative trustees (in such capacities, the "Administrative Trustees") which amended and restated the Original Trust Agreement. The Trust used the proceeds from the sale of the Trust Securities to purchase the Debentures that were issued pursuant to the Indenture (the "Original Indenture"), as supplemented by